S-1/A

As filed with the Securities and Exchange Commission on December 27, 2016

Registration No. 333-214755

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

Presidio, Inc.

(Exact name of registrant as specified in its charter)

Delaware	5045	47-2398593
(State or other jurisdiction of incorporation)	(Primary Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

One Penn Plaza, Suite 2832

New York, New York 10119

(212) 652-5700

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Robert Cagnazzi

Chief Executive Officer

Presidio, Inc.

One Penn Plaza, Suite 2832

New York, New York 10119

(212) 652-5700

(Name, address, including zip, code and telephone number, including area code, of agent for service)

Copy to:

Elliot Brecher Senior Vice President and General Counsel Presidio, Inc. One Penn Plaza, Suite 2832 New York, New York 10119 (212) 652-5700 Andrew J. Nussbaum Gordon S. Moodie Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 Ian D. Schuman Stelios G. Saffos 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 promptly as practicable after the effective date of this registration statement.

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.  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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.  ☐

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.  ☐

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.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act of 1934.

☐	Large accelerated filer		☐	Accelerated filer
☒	Non-accelerated filer	(Do not check if a smaller reporting company)	☐	Smaller reporting company

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 Securities and Exchange Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

Subject to completion, dated December 27, 2016

Preliminary prospectus

                     shares

Common stock

This is an initial public offering of common stock of Presidio, Inc. We are selling                  shares of our common stock. The estimated initial public offering price is between $     and $     per share.

After the completion of this offering (this “Offering”), investment funds affiliated with or managed by Apollo Global Management, LLC will beneficially own     % of our outstanding common stock (or     % of our outstanding common stock if the underwriters exercise their option to purchase additional shares in full). As a result, Apollo Global Management, LLC will control a majority of the voting power of our outstanding common stock, and we expect to be a “controlled company” within the meaning of the corporate governance standards of the Nasdaq Global Select Market (the “NASDAQ”). See “Principal Stockholders.”

Prior to this Offering, there has been no public market for our common stock. We intend to apply to list our common stock on the NASDAQ under the symbol “PSDO.”

We intend to use the proceeds from this Offering to repay or redeem a portion of our indebtedness, with any remaining net proceeds to be used for working capital or general corporate purposes. We intend to use approximately $         million of the net proceeds from this Offering to redeem our              and approximately $         million to redeem our             , plus, in each case, accrued and unpaid interest to the date of such redemption. See “Use of Proceeds.”

	Per share	Total
Initial public offering price	$	$
Underwriting discounts and commissions(1)	$	$
Proceeds to us, before expenses	$	$

(1) See “Underwriting” for additional information regarding total underwriter compensation.

We have granted the underwriters an option for a period of 30 days to purchase up to an additional                  shares of common stock from us at the initial public offering price less underwriting discounts and commissions.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 23.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed on the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares of common stock to investors on or about             ,             .

J.P. Morgan	Citigroup
Barclays	RBC Capital Markets

Prospectus dated             ,             .

TABLE OF CONTENTS

Prospectus Summary	1
Summary Historical and Pro Forma Financial Information	17
Risk Factors	23
Cautionary Statement Concerning Forward-Looking Statements	45
Use of Proceeds	47
Dividend Policy	48
Capitalization	49
Dilution	51
Selected Historical Consolidated Financial Data	53
Unaudited Pro Forma Condensed Consolidated Financial Information	61
Management’s Discussion and Analysis of Financial Condition and Results of Operations	68
Business	131
Management	147
Compensation Discussion and Analysis	152
Principal Stockholders	165
Certain Relationships and Related Party Transactions	167
Description of Certain Indebtedness	169
Description of Capital Stock	175
Shares Eligible for Future Sale	181
Certain Material United States Federal Income Tax Considerations for Non-U.S. Holders	183
Underwriting	187
Legal Matters	194
Experts	194
Available Information	194
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 us or on our behalf that we have referred you to. We and the underwriters have not authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus and any free writing prospectus is accurate as of any date other than the date of the applicable document regardless of its time of delivery or the time of any sales of our common stock. Our business, financial condition, results of operations or cash flows may have changed since the date of the applicable document.

Basis of Presentation

Presidio, Inc. (formerly named Aegis Holdings, Inc.) (the “Successor”) was incorporated on November 20, 2014 by certain investment funds affiliated with or managed by Apollo, including Apollo Investment Fund VIII, L.P., along with their parallel investment funds (collectively, the “Apollo Funds”) in order to complete the acquisition of Presidio Holdings Inc. (the “Predecessor”). The Apollo Funds completed the acquisition of the Predecessor on February 2, 2015 (the “Presidio Acquisition”), at which time the Predecessor became a direct wholly owned subsidiary of the Successor. See “Principal Stockholders.” As a result of this acquisition, the resulting change in control and changes due to the impact of purchase accounting, we are required to present separately the operating results of (A) the Predecessor for periods ending prior to February 2, 2015 and (B) of the Successor for periods ending on or after February 2, 2015. Accordingly, unless otherwise indicated or the context otherwise requires, all references in this prospectus to the “Company,” “Presidio,” “we,” “us,” “our” and other similar terms mean (1) the Predecessor for periods ending prior to February 2, 2015 and (2) the Successor for periods ending on or after February 2, 2015, in each case together with its consolidated subsidiaries. From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition.

Unless otherwise indicated, all references in this prospectus to “dollars” and “$” are to U.S. dollars, and all amounts in this prospectus are presented in U.S. Dollars.

Our fiscal year ends on June 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 “our 2012 fiscal year” relate to the fiscal year ended June 30, 2012, references in this prospectus to “fiscal 2013” or “our 2013 fiscal year” relate to the fiscal year ended June 30, 2013, references in this prospectus to “fiscal 2014” or “our 2014 fiscal year” relate to the fiscal year ended June 30, 2014 and references in this prospectus to “fiscal 2016” or “our 2016 fiscal year” relate to the fiscal year ended June 30, 2016. References in this prospectus to “fiscal 2015” or “our Combined 2015 fiscal year” represent the sum of the results of the period from July 1, 2014 to February 1, 2015 (Predecessor) and the period from November 20, 2014 to June 30, 2015 (Successor) (collectively, the “Combined period” or sometimes referred to herein as the “Combined fiscal year,” “Combined 2015 fiscal year” or “Combined fiscal year ended June 30, 2015”). We believe that our use of the Combined period, which represents the mathematical addition of Successor’s fiscal 2015 period and Predecessor’s fiscal 2015 period, provides meaningful information about our results of operations on a period-to-period basis. This approach is not consistent with GAAP, may yield results that are not strictly comparable on a period-to-period basis and may not reflect the actual results we would have achieved if the Presidio Acquisition had occurred at the beginning of the Combined period. Refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this prospectus for additional information including the pro forma adjustments necessary to reflect the Presidio Acquisition as if it had occurred on July 1, 2014.

Unless otherwise indicated, in this prospectus:

• “Apollo” means Apollo Global Management, LLC, together with its subsidiaries;

• “Apollo Group” means (A) Apollo, (B) the Apollo Funds, (C) any other investment fund or other collective investment vehicle affiliated with or managed by Apollo or whose general partner or managing member is owned, directly or indirectly, by Apollo and (D) any affiliate of the foregoing (in each case, other than the Company and its subsidiaries);

• “CAGR” refers to compound annual growth rate;

• “Data analytics” refers to data from sensors, cameras, wearables and machines that can be accessed and shaped to derive actionable insights and business outcomes. Spanning a wide range of application use cases, analytics solutions include real-time and predictive data analytics, IT operations analytics, cyber security analytics, and physical security analytics;

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• “IaaS” refers to Infrastructure-as-a-Service, which is a standardized, highly automated offering, where computer resources, complemented by storage and networking capabilities, are owned and hosted by a service provider and offered to customers on-demand;

• “IoT” refers to Internet of Things, which is the network of physical objects that contain embedded technology to communicate and sense or interact with their internal states or the external environment;

• “IT” refers to information technology;

• “Netech” means Netech Corporation;

• “North American IT market,” when referenced in connection with data cited to Gartner, Inc. (“Gartner”), means the geographic market of the United States and Canada. See “Market, Industry and Other Data.” According to Gartner, Canada accounts for approximately 5% of the North American IT market, and Canada’s IT market growth rate is comparable to (within 1% of) that of the IT market in the United States. Canada’s IT market, according to Gartner, resembles that of the United States in terms of technology trends and buying behavior, permitting the IT markets from both countries to be analyzed together, whereas the market of Mexico differs to such an extent that Gartner does not include that market in its North American IT market analysis;

• “OEM” refers to original equipment manufacturer;

• “PaaS” refers to Platform-as-a-Service, which is a broad collection of application infrastructure (middleware) services (including application platform, integration, business process management and database services);

• “SaaS” refers to Software-as-a-Service, which is defined as software that is owned, delivered and managed remotely by one or more providers; and

• “SDN” refers to software-defined networks, which are emerging networking architectures that separate the control plane from the data plane in networking equipment.

We calculate total addressable market (“TAM”) amounts using a methodology combining calculations of Gartner and the Company’s management. The data underlying the TAM amounts were calculated by Gartner, and the Company’s management used the TAM amounts to calculate CAGR between certain periods. In calculating TAM amounts with respect to the Digital Infrastructure, Cloud and Security components, Gartner excluded certain sub-components from the Security TAM because they are not part of our solution set: Consumer Security Software, Data Loss Prevention, Endpoint Protection Platform (Enterprise), Identity Governance and Administration, IPS Equipment, Other Identity Access Management, Other Security Software, Secure E-Mail Gateway, Secure Web Gateway, Security Information and Event Management (SIEM), Security Testing, VPN/Firewall Equipment, and Web Access Management (WAM). Our management then calculated CAGR using the revised TAM amounts, resulting in the amounts reported in this prospectus for TAM CAGR in this prospectus. See “Prospectus Summary—Market Overview” and “Business—Market Overview.”

We calculate revenue per existing client (exclusive of Netech) as our GAAP revenue, excluding revenue produced by Netech, divided by the total number of customers, excluding Netech customers, that produced revenue in the relevant period.

Some of the statements in this prospectus constitute forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Statements.”

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Trademarks and Trade Names

This prospectus contains references to a number of our trademarks (including service marks) that are registered trademarks or trademarks for which we have pending applications or common-law rights. Trade names, trademarks and service marks of other companies appearing in this prospectus are the property of their respective owners.

Market, Industry and Other Data

This prospectus contains industry and market data, forecasts and projections that are based on internal data and estimates, independent industry publications, reports by market research firms and other independent sources, such as Gartner. Although we believe them to be accurate, there can be no assurance as to the accuracy or completeness of such information. Although we are responsible for all of the disclosures contained in this prospectus, we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. In addition, while we believe that the industry information included herein is generally reliable, such information is inherently imprecise. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus.

Net Promoter Score (“NPS”) is a measure of customer satisfaction on a scale ranging from -100 to 100 developed by Bain and Co. It measures satisfaction using a scale of one to 10 based on a customer’s response to the following question: “How likely is it that you would recommend Presidio to a friend or colleague?” Scores of 9 or 10 are considered “Promoters.” Scores of 7 or 8 are considered neutral. Scores of 6 or less are considered “Detractors.” The NPS, a percentage expressed as a numerical value, is calculated by subtracting the percentage of respondents who are Promoters from the percentage who are Detractors. The NPS calculation gives no weight to customers who decline to answer the survey question. We measure our NPS quarterly by surveying all customers with whom we have transacted in such quarter, except for those who responded to the survey in the previous quarter. Our NPS for the quarter ended September 30, 2016 is 68, which is 8 points higher than our NPS for the fourth quarter of our 2016 fiscal year.

The Gartner Reports described herein (the “Gartner Reports”), which were prepared for us in connection with this prospectus, represent research opinions or viewpoints published, as part of a syndicated subscription service, by Gartner and are not representations of fact. The Gartner Reports speak as of their original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Reports are subject to change without notice.

In certain instances where the Gartner Reports are identified as the sources of market and industry data contained in this prospectus, the applicable report is identified by superscript notations. The sources of these data are provided below:

(1) Gartner, Market Databook, 2Q16 Update, dated as of June 29, 2016.

(2) Gartner, 2016 CIO Agenda: A U.S. Perspective, dated as of February 19, 2016.

(3) Gartner, Report to Presidio, dated as of May 10, 2016.

(4) Gartner, Forecast: Information Security, Worldwide, 2014-2020, 2Q16 Update, dated as of August 25, 2016.

(5) Gartner, Market Share: IT Services, 2015, dated as of April 6, 2016.

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(6) Gartner, Market Trends: Cloud Adoption Trends Favor Public Cloud with a Hybrid Twist, dated as of August 4, 2016.

(7) Gartner, Market Databook, 4Q13 Update, dated as of December 24, 2013.

In the Gartner Reports, the market and industry data presented is based on end-user spending and represents calendar year data.

Unless otherwise indicated, in this prospectus, companies in the North American IT market are divided into four categories. These categories are those used by Gartner, and are based on the size of the company. SOHO (Small Office/Home Office) companies are characterized by one-nine employees. Small businesses are characterized by 10-99 employees and less than $50 million in revenue. Midsize, or middle market, companies are characterized by 100-1,000 employees and $50 million to $1 billion in revenue. Large, or enterprise, companies are characterized by over 1,000 employees and more than $1 billion in revenue.

Unless otherwise indicated, in this prospectus, spend in the North American IT market is divided into five categories:

• The “Data Center Systems / Network” category includes servers, external controller-based storage, enterprise network equipment and unified communications;

• The “Devices” category includes PCs, tablets, phones and printers;

• The “Software” category includes enterprise application software (enterprise resource planning (“ERP”), human resources (“HR”), collaborative, client relationship management (“CRM”) and engineering software) and infrastructure software (application development, information management, enterprise system management, security system software and operating systems);

• The “IT Services” category includes business IT services (consulting, implementation, IT outsourcing and “business process outsourcing”) and IT product support (software support and hardware support); and

• The “Communications Services” category includes enterprise fixed and mobile services (wide area network (“WAN”), core network, voice services, mobile data services, etc.) and consumer fixed and mobile services (fixed-line voice services, broadband, mobile access and traffic fees, etc.).

Certain monetary amounts, percentages and other figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables and charts may not be the arithmetic aggregation of the figures that precede them and 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.

Non-GAAP Financial Measures

The U.S. Securities and Exchange Commission (the “SEC”) has adopted rules to regulate the use in filings with the SEC and in other public disclosures of “non-GAAP financial measures,” which include Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue and ratios related thereto. These measures are derived on the basis of methodologies other than in accordance with accounting principles generally accepted in the United States (“GAAP”). 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

v

• a statement disclosing the purposes for which the registrant’s management uses the non-GAAP financial measure.

The rules prohibit, among other things:

• exclusion of charges or liabilities that require cash settlement or would have required cash settlement absent an ability to settle in another manner from non-GAAP liquidity measures; and

• adjustment of a non-GAAP performance measure to eliminate or smooth items identified as non-recurring, infrequent or unusual, when the nature of the charge or gain is such that it is reasonably likely to occur.

In addition to financial information presented in accordance with GAAP, management uses Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue (all of which are non-GAAP measures) in this prospectus in its evaluation of past performance and prospects for the future. We define Adjusted EBITDA as net income (loss) plus (i) total depreciation and amortization, (ii) interest and other (income) expense and (iii) income tax expense (benefit), as further adjusted to eliminate noncash share-based compensation expense, purchase accounting adjustments, transaction costs, other costs and earnings from disposed business. We believe that Adjusted EBITDA provides helpful information with respect to our operating performance as viewed by management, including a view of our business that is not dependent on (1) the impact of our capitalization structure and (2) items that are not part of our day-to-day operations.

Management also uses Adjusted Net Income, a non-GAAP measure, in this prospectus in its evaluation of past performance and prospects for the future. We define Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of intangible assets, (ii) amortization of debt issuance costs, (iii) losses recognized on the disposal of business, (iv) losses on extinguishment of debt, (v) noncash share-based compensation expense, (vi) purchase accounting adjustments, (vii) transaction costs, (viii) other costs, (ix) earnings from disposed business and (x) the income tax impact associated with the foregoing items and adjusted for (1) the impact of permanently nondeductible expenses, (2) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions and (3) the impact of discrete tax items. We believe that Adjusted Net Income provides additional information regarding our operating performance while considering the interest expense associated with our outstanding debt, as well as the impact of depreciation on our fixed assets and income tax expense. We believe Adjusted Net Income is utilized by investors and other interested parties to facilitate period–over–period comparisons and, relative to other performance measures, provides additional information as to how trends impact our operating performance.

Management also uses Adjusted Revenue, a non-GAAP measure, in its evaluation of historical revenue activity. We define Adjusted Revenue as revenue adjusted to exclude (i) total revenue generated by disposed businesses and (ii) noncash purchase accounting adjustments to total revenue as a result of our acquisitions. We believe that Adjusted Revenue provides supplemental information with respect to our revenue activity associated with our ongoing operations. However, Adjusted Revenue does not represent and should not be considered an alternative to Revenue as determined under GAAP and may not be comparable to other similarly titled measures of other businesses.

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Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue should be considered in addition to, not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. They are not measurements of our financial performance under GAAP and should not be considered as alternatives to net income (loss) or revenue, as applicable, or any other performance measures derived in accordance with GAAP and may not be comparable to other similarly titled measures of other businesses. Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue have limitations as analytical tools and you should not consider them in isolation or as a substitute for analysis of our operating results as reported under GAAP. Some of these limitations include:

• noncash compensation is and will remain a key element of our overall long-term incentive compensation package, although we exclude it as an expense when evaluating our ongoing operating performance for a particular period;

• Adjusted EBITDA and Adjusted Net Income do not reflect the impact of certain cash charges resulting from matters we consider not to be indicative of our ongoing operations; and

• other companies in our industry may calculate Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue differently than we do, limiting their usefulness as comparative measures.

We compensate for these limitations to Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue by relying primarily on our GAAP results and using Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue only for supplemental purposes. Adjusted EBITDA and Adjusted Net Income include adjustments for items that may occur in future periods. However, we believe these adjustments are appropriate because the amounts recognized can vary significantly from period to period, do not directly relate to the ongoing operations of our business and complicate comparisons of our internal operating results and operating results of other peer companies over time. For example, it is useful to exclude noncash, share-based compensation expenses because the amount of such expenses in any specific period may not directly correlate to the underlying performance of the Company’s business operations and these expenses can vary significantly across periods due to timing of new share-based awards. We also exclude certain discrete, unusual or noncash costs, including noncash purchase accounting adjustments, transaction costs (including professional fees and other expenses associated with acquisition and disposition activity) and other costs (such as costs incurred to integrate our managed services customers onto a single platform) in order to facilitate a more useful period-over-period comparison of the Company’s financial performance. Each of the normal recurring adjustments and other adjustments described in this paragraph help management with a measure of our operating performance over time by removing items that are not related to day-to-day operations or are noncash expenses. See our historical consolidated financial statements included elsewhere in this prospectus for our GAAP results. For reconciliations of Adjusted EBITDA, Adjusted Net Income and Adjusted Revenue to the most comparable GAAP measure, see “Prospectus Summary—Summary Historical and Pro Forma Financial Information” and “Selected Historical Consolidated Financial Data.”

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PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus and is qualified in its entirety by the more detailed information and historical consolidated financial statements included elsewhere in this prospectus. This summary is not complete and may not contain all of the information that may be important to you. You should carefully read the entire prospectus, including the “Risk Factors” section and our historical consolidated financial statements and related notes, before making an investment decision.

Company Overview

Presidio is a leading provider of IT solutions to the middle market in North America. We enable business transformation through our expertise in IT solutions, with a specific focus on Digital Infrastructure, Cloud and Security solutions. Our solutions are delivered through a broad suite of professional services, including strategy, consulting, design and implementation. We complement our professional services with project management, technology acquisition, managed services, maintenance and support to offer a full lifecycle model. Our services-led, lifecycle model leads to ongoing client engagement. As of June 30, 2016, we serve approximately 7,000 middle-market, large and government organizations across a diverse range of industries.

We have three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Through our increasing focus on cloud and security, we believe we are well positioned to benefit from the rapid growth in demand for these technologies and expect our business mix to continue shifting toward them. Within our three solutions areas, we offer customers enterprise-class solutions that are critical to driving digital transformation and expanding business capabilities. Examples of our solutions include advanced networking, IoT, data analytics, data center modernization, hybrid and multi-cloud, cyber risk management and enterprise mobility. These solutions are enabled by our expertise in foundational technologies, built upon our investments in network, data center, security, collaboration and mobility.

The middle market is a highly attractive segment of the IT Services market. We believe we are the leading middle-market provider of IT solutions and are differentiated by our strategic focus on this attractive segment. The increasing potential and complexity of emerging technologies and digital transformation are creating more demand for our solutions and services. As a trusted solutions provider, our clients rely on us for IT investment decisions. We simplify IT for them by building solutions utilizing what we view as the best possible technologies. Customers in the middle market are usually large enough to have substantial technology needs but typically have fewer IT resources and lack the broad expertise required to develop the necessary solutions as compared to larger companies. Since many large-scale IT Services providers focus on larger enterprises, and because many resellers are unable to provide end-to-end solutions, we believe the middle market has remained underpenetrated and underserved.

We develop and maintain our long-term client relationships through a localized direct sales force of over 500 employees based in over 60 offices across the United States as of June 30, 2016. As a strategic partner and trusted advisor to our clients, we provide the expertise to implement new solutions, as well as optimize and better leverage existing IT resources. We provide strategy, consulting, design, customized deployment, integration and lifecycle management through our team of approximately 1,600 engineers as of June 30, 2016, enabling us to architect and manage the ideal IT solutions for our clients. Our local delivery model, combining relationship managers and expert engineering teams, allows us to win, retain and expand our client relationships.

Our client base is diversified across individual customers and industry verticals. In our fiscal year ended June 30, 2016, only 19% of our revenue was attributable to our top 25 clients by revenue and no industry vertical accounted for more than 20% of our revenue. Among the verticals that we serve, healthcare, professional services, financial services, governments and education are our largest categories. We believe that our diversified business profile is a key driver of our ability to generate growth across different economic and technology cycles.

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Our strategic focus on the middle market and high-growth solutions areas has enabled us to achieve 11% annualized growth in our revenue from our fiscal year ended June 30, 2012 to our fiscal year ended June 30, 2016. Over the same period, we have significantly outpaced the overall IT market growth rate, according to Gartner. We believe that we are well positioned for continued success as IT becomes more transformative and complex, driving demand for our solutions.

Our revenue was $1,393 million for the Predecessor period beginning July 1, 2014 and ending February 1, 2015 and $985 million for the Successor period beginning November 20, 2014 and ending June 30, 2015. From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. Our revenue for our Combined fiscal year ended June 30, 2015 was $2,378 million and increased 14.2% to $2,715 million in our fiscal year ended June 30, 2016. In our fiscal year ended June 30, 2016, our net loss was $3.4 million. In the same period, Adjusted EBITDA and Adjusted Net Income were $211.1 million and $81.2 million, respectively. Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures. See “Non-GAAP Financial Measures” and footnotes 2 and 4 under “—Summary Historical and Pro Forma Financial Information” for the definitions of Adjusted EBITDA and Adjusted Net Income, the reasons for their inclusion and a reconciliation to net income.

Market Overview

We operate in the large and growing North American IT market. According to Gartner, the overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. Our primary focus is on the attractive middle market of the overall North American IT market, which, according to Gartner, is projected to grow from $226 billion in 2015 to $293 billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. Industry dynamics continue to favor services-led solutions providers, as businesses increasingly rely on us to advise them on complex IT projects, enabling them to better focus on their core capabilities and enhance productivity.

North America IT Spend by Category1	North America IT Spend by Company Size

While we primarily focus our operations on the U.S. middle market, we have generated sales in and have operations in Canada, the only other country included in Gartner’s North American IT market. Our sales in Canada generated approximately 0.3% of our revenue in the fiscal year ended June 30, 2016. Our total sales outside the United States

¹  See Gartner note (1) in the section titled “Market, Industry and Other Data.”

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represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, and the growth rates of the overall North American IT market and the IT Services sub-market generally indicate a growing market for our business.

We believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. These trends reflect expanding IT complexity that organizations must manage to remain competitive; however, many middle-market companies lack the resources to design, integrate and manage full life cycle solutions across multiple technology silos to capitalize on these new technologies. A recent survey by Gartner² predicted that the four biggest drivers of increased IT budget spend would be in the areas of analytics, infrastructure and datacenter, security and cloud, all of which are areas addressed by our core solutions.

Because of our strategic focus on high-growth solutions areas, our North American TAM is expected to grow at a 12% CAGR from $189 billion in 2015 to $328 billion in 2020, according to Gartner and management estimates.³

Digital Infrastructure TAM   Cloud TAM           Security TAM                

Specific components of our TAM are as follows:

• Digital Infrastructure solutions: Gartner estimates that our addressable enterprise-class infrastructure market was $160 billion in 2015 and is projected to grow at a 10% CAGR through 2020. Gartner defines infrastructure solutions as infrastructure services, network services, data center hardware and software, data center outsourcing, enterprise network outsourcing, data center systems support and network systems support, as well as IoT implementation, operations and consulting. Gartner defines enterprise-class as “the ability of a given tool or product to handle complex processes or services.” We believe key emerging trends driving this growth include increased infrastructure requirements for cloud (public, private and multi) usage including integration of SaaS applications into environments, low-latency requirements, SDN, IoT-connected devices and data management strategies supporting data analytics. We enable businesses to capitalize on these emerging trends by designing and deploying new solutions and by refreshing and replacing their inflexible or under-provisioned existing networks and infrastructure.

• Cloud solutions: Over the past several years, the SaaS, PaaS and IaaS markets have provided a viable complement to traditional on premise, enterprise-class infrastructure solutions. Clients are deploying multi-cloud solutions that drive increased demand for private clouds, networking, storage and virtualization, as well as public-cloud integration. Gartner estimates that the North American cloud infrastructure opportunity was approximately $10 billion in 2015 and is projected to grow at a CAGR of more than 35% through 2020. Gartner defines cloud solutions as cloud computing services.

²  See Gartner note (2) in the section titled “Market, Industry and Other Data.”

³  See Gartner note (3) in the section titled “Market, Industry and Other Data.”

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• Security solutions: The information security market has been driven by an increase in threats and targeted attacks over the last several years. This is due to the substantial increase in sophistication of attacks (including organized crime and state-sponsored entities) and client adoption of new technologies such as cloud computing and IoT that have created new security exposures for businesses. Security attacks have affected nearly every organization, making security a top priority for senior management teams and boards of directors. Despite years of effort and an estimated tens of billions of dollars spent annually,⁴ we believe that most organizations are still not sufficiently protected against cyberattacks. Additionally, heightened sensitivity around data security has introduced new regulation and contractual requirements in a number of the industries we serve. According to Gartner and management estimates, the North American security market was $19 billion in 2015, with a projected CAGR of more than 10% through 2020.⁵ Gartner defines security solutions as consulting, hardware support, implementation and IT outsourcing.

We believe that we are well positioned within the fragmented North American IT Services market—where no individual company has over 5% market share, according to Gartner.⁶ We have become a trusted advisor to our middle-market clients by providing enterprise-class, vendor-agnostic and end-to-end solutions through our national team of engineers and strong local relationships. We believe that our value proposition will allow us to take market share because local and regional service providers lack our scale, technology expertise and end-to-end solution capabilities and the larger national and global firms do not have the focus, local relationships and organizational structure to provide solutions to the middle market.

Our Solutions

We consider ourselves to be a leading provider of end-to-end and innovative IT solutions across our three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Due to the accelerated growth and adoption of cloud and security solutions, as seen in Gartner’s projected growth in our total addressable markets, we expect Cloud and Security to continue to drive a mix shift in our revenue base over time.

(Percentage of fiscal 2016 revenue)

Digital Infrastructure         Cloud Security            

At the core of our solutions is our services expertise, which combines professional services, project management and technology acquisition, as well as managed, maintenance and support services across our clients’ IT lifecycle. Our offerings are focused on five core foundational IT technologies: network, data center, security, collaboration and mobility. We enable our clients to capitalize on technology advances, simplify IT complexity and optimize existing environments, which drives business transformation through new applications, user experiences and revenue models. As a services-led organization, we work with our clients to understand their unique business challenges and opportunities. Once a client’s needs have been identified, a team of Presidio engineers designs a vendor-agnostic IT solution tailored to the client’s

⁴  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

⁵  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

⁶  See Gartner note (5) in the section titled “Market, Industry and Other Data.”

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objectives and then acquires the technology and implements the solution. As part of our full lifecycle model, we also provide managed, maintenance and support services to our clients.

Across each of our solution areas, we focus on building expertise in the emerging trends and leading-edge technologies that matter most to our clients. Specifically, in Digital Infrastructure, we have deployed next-generation, converged network and data center technologies to support the increasing demands of multi-channel client interaction and an increasingly mobile workforce. In Cloud, we have developed solutions that allow us to deploy hybrid and multi-cloud environments and software-defined infrastructure, in an automated and orchestrated fashion, giving our clients agility and powerful governance over their application environments. In Security, we have developed strong capabilities in risk assessment, gap remediation, proactive risk management and incident response.

Digital Infrastructure Solutions: Our enterprise-class Digital Infrastructure solutions enable clients to deploy IT infrastructure that is cloud-flexible, mobile-ready, secure and insight-driven. We also make clients’ existing IT infrastructure more efficient and flexible for emerging technologies. Within Digital Infrastructure, we are focused on networking, collaboration, enterprise mobility, IoT and data analytics. In networking, we are designing and deploying the intelligent interconnectivity that will enable our customers to take advantage of the advances in IT, including cloud and data analytics. In collaboration, we help our clients create environments that allow for faster decision-making by integrating all

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their critical business and communications applications into a unified solution. Our solutions are mobile-ready, as we extend our clients’ local and wide area networks by enabling reliable, secure and scalable access to all types of mobile devices. In IoT, we are helping our clients move from traditional manual processes to automated machine-to-machine connectivity, enabling enhanced efficiency, powerful data insights and integration of historically non-IT assets into the IT environment. Given the millions of potential configurations across technologies, our clients rely on our expertise to simplify the highly complex IT landscape.

Cloud Solutions: We have found that businesses are increasingly required to deliver new products and services to market in shortened time frames by leveraging technology to transform the rate at which they can innovate. Part of this transformation is the proliferation and adoption of the cloud. As a result, companies are increasingly turning to us for help with their cloud strategy and adoption. A recent survey by Gartner⁷ indicated that 71% of organizations currently deploy or plan to deploy cloud services by the end of 2017. Through our acquisition of Sequoia Worldwide LLC (“Sequoia”) and our organic investments, we provide cloud enablement and migration services as well as private, hybrid and multi-cloud solutions, including data center modernization, managed cloud, orchestration and automation and operational support to our clients. We combine our highly specialized cloud professional services with our deep experience in cloud-managed services, converged infrastructure, server, storage, support and capacity-on-demand economic models to provide a complete lifecycle of cloud infrastructure solutions for our clients. Our proprietary tools, technical expertise and vendor-agnostic approach help our clients accelerate and simplify cloud adoption across the entire IT lifecycle.

Security Solutions: We use a risk-based security consulting methodology to assess, design, implement, manage and maintain information security solutions that protect our customers’ critical business data and protects against loss of client loyalty, corporate reputation and disruptions in ongoing operations. We offer cyber risk management, infrastructure security and managed security solutions to our clients. Through our Next Generation Risk Management (“NGRM”), we provide comprehensive risk assessments, detailed reporting, ongoing reviews, process and program development, and training services. NGRM ensures that identified vulnerabilities are mitigated and business risk has been properly addressed. Because our customers’ infrastructures are constantly changing, our NGRM offering is structured as a recurring service with regular periodic assessments of the current security posture combined with ongoing monitoring and surveillance through our 7x24 Security Operations Centers. Our experience spans all major verticals including retail, education, healthcare, government, banking, pharmaceutical and others. We have expertise with the Health Insurance Portability and Accountability Act of 1996, as amended (“HIPAA”), Payment Card Industry Data Security Standard (“PCI DSS”), the Federal Information Security Management Act (“FISMA”), the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and others. We help our clients design and implement information security programs consistent with industry best practices and comply with the regulatory mandates of their specific vertical that are flexible enough to help ensure information security in an ever-changing risk environment. Findings, recommendations and real time security posture status, including our proprietary Risk Management Score, are provided through a 7x24 portal that is accessible by our clients and is updated with the up to date vulnerabilities identified by several industry sources.

We help our clients establish both technical and non-technical security controls and practices to prevent, detect, correct and minimize the risk of loss or damage to information resources, disruption of access to information resources, and unauthorized disclosure of information. In addition to our NGRM program, we offer options for security strategy program development, security awareness training, technology exposure assessments and incident response.

We offer our end-to-end solutions through our full lifecycle model. Our lifecycle approach is delivered through professional services, which includes strategy and consulting, solutions design, testing and configuration and custom deployment, as well as project management and technology acquisition, managed services and maintenance and support. Once a solution has been designed and agreed upon, our engineers provide expert implementation and integration of the customized solution into the client’s IT environment. As part of deployment, we stage and test solutions before installing them and then coordinate resources and manage timelines to make sure we deliver according to our client’s exact

⁷  See Gartner note (6) in the section titled “Market, Industry and Other Data.”

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specifications. Once a solution has been deployed, we provide managed maintenance and support services to ensure our clients IT environments are operating according to plan. As part of our ongoing support, we help our clients identify areas where they can further strengthen their IT solutions.

Presidio’s Lifecycle Model

Our ability to provide a full lifecycle of services creates multiple ongoing touch points with our clients, which we believe drives deep client relationships and high satisfaction because we are able to serve as the single source for their IT solutions needs.

Our Go-to-market Approach

Our approach is to deliver engineering and services-led solutions to best meet our clients’ evolving IT needs. We have built an innovative and flexible organization with a proven history of identifying and capitalizing on disruptive technologies and market transitions. As of June 30, 2016, we have over 500 direct sales professionals and a team of approximately 1,600 engineers across more than 60 offices nationally who we believe provide high-quality, consistent service to our clients. Our model is focused on developing long-standing, deep relationships through local touch-points, combined with strong technical expertise and the ability to provide an end-to-end solution to solve our clients’ complex IT needs. Our relationships with our clients extend beyond the solutions we provide to include full lifecycle services such as managed services, maintenance and support, which drive our ongoing client engagement. Our service-led model resulted in 92% of our revenue for our fiscal year ended June 30, 2016 coming from clients that purchased our services. We believe the differentiated combination of our national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services separates us from other providers in the market.

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Our vendor-agnostic approach to the market allows us to develop optimal solutions based on what we view as the best mix of technologies. Our best-of-breed philosophy is a significant differentiator versus reseller and fulfillment models. Rather than responding to simple procurement requests, we advise clients on solutions that drive business transformation. We then design the solutions with what we view as the best technologies available.

To cater to certain clients’ desires to lower capital expenditures, we offer flexible consumption models. For example, we have the ability to deliver our full range of IT solutions in an ITaaS model. This provides clients with the option to consume technology “as a service,” accessing and paying for technology as it is consumed.

Our Competitive Strengths

Leading Provider of IT Solutions to the Middle Market

We focus on serving the attractive middle-market segment of the IT Services market. The middle market is one of the fastest growing segments of the overall IT Services market. We believe this is due to the strong demand for IT expertise in the segment, the massive number of companies in the segment and significant underpenetration in the segment. We believe we have created a compelling brand and reputation as a leading provider of enterprise-class IT solutions. We have a differentiated combination of national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services that we believe separates us from other providers in the market. Our ability to provide end-to-end solutions and solve complex needs has allowed us to become a partner of choice for our middle-market clients.

End-to-end Enterprise-class Solutions

We deliver our end-to-end solutions through a full lifecycle model, which combines consulting, engineering, managed services and technology to give us a significant competitive advantage compared to other IT providers. We believe that businesses are increasingly seeking a single provider of integrated multi-vendor, multi-technology solutions for their complex and mission-critical IT needs. Our ability to take a client’s high-level vision and distill it into a tangible IT roadmap is a key differentiator for our company; it requires a high degree of investment and technical know-how across technologies that would be difficult and costly to replicate. Our solutions enhance the technology capabilities that our clients believe are most important to their businesses by empowering enhanced productivity and expanded offerings to their clients. With our clients, our lifecycle approach allows for ongoing engagement across new projects and upgrades, as well as ongoing managed services and support. This service-led model resulted in 92% of our revenue for our fiscal year ended June 30, 2016 coming from clients that purchased our services.

Cutting-edge Technology Capabilities with a Proven Record of Capitalizing on Technological Shifts

We believe that our flexible business model has enabled us to stay at the forefront of technology trends and develop a strong track record of growing across technology innovation cycles. We actively make organic and inorganic investments in the future of IT solutions, including multi-cloud, IoT, security and managed services. Recent examples of solutions developed for clients include our connected-vehicle solutions, Presidio Managed Cloud and our proprietary NGRM security offering. To ensure our clients have access to a wide range of technologies and best-of-breed solutions, we have developed strong relationships with over 500 OEMs as of June 30, 2016. We partner with leading IT providers, such as Cisco, Citrix, Dell, EMC, F5, NetApp and VMware, as well as with emerging OEMs who specialize in next-generation technology such as Arista, FireEye, Nutanix, Palo Alto and Pure. We also partner with cloud service providers, such as Amazon Web Services and Microsoft Azure, to help our clients capitalize on public and multi-cloud environments.

National Scale with Local Relationships Driven by an Industry-leading Team of Engineers

While we operate on a national scale, our go-to-market approach is highly localized, helping to ensure a high degree of connectivity and continuity with our clients. Our solutions capability is powered by our services-led organization with

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specialized expertise across over 60 offices in the United States and over 2,800 employees nationally (in each case, as of June 30, 2016) to provide a high degree of connectivity with our clients. We deploy our end-to-end IT solutions through our team of approximately 1,600 engineers as of June 30, 2016, providing our middle-market client base with expertise that is difficult to replicate in-house. Our productive sales force, combined with our strong consulting capabilities, drive what we believe is our industry-leading engineer-to-sales-person ratio. We believe that the talent, experience and credibility of our engineering team help make us a preferred provider for advanced IT solutions.

The following map shows our office locations, which we believe demonstrates our broad geographic reach.

Presidio’s Geographic Footprint

Broad and Loyal Client Base

As of June 30, 2016, we have approximately 7,000 clients primarily in the middle market and government segments. In addition, we also serve clients that have grown beyond the middle market, as well as targeted large enterprises. Our clients span a number of large and economically important verticals, including financial services, healthcare, professional services, retail, media and education, as well as local and federal government. Our broad client base provides us a diversified and reoccurring revenue opportunity that helps us grow across economic and technology cycles. Our high-touch, lifecycle approach has resulted in strong client satisfaction as demonstrated by our NPS of 49 in 2014, 59 in 2015 and 65 in 2016, which compares very favorably to the Tech Vendor NPS Benchmark, 2016 (B2B) average score of 30 according to Temkin Group. This positive client satisfaction helps drive our long-term and expanding client relationships. Since 2013, we have grown the number of clients to whom we have sold solutions across all three of our solutions areas from approximately 500 to approximately 1,600. Our relationship with our top 25 clients averages over six years. Our clients are loyal and continue to rely on us for services and new solutions, as evidenced by the fact that clients comprising 95% of our fiscal 2013 revenue made repeat purchases during our 2014 to 2016 fiscal years.

Strong Domain Expertise

Our engineers develop custom solutions for clients within specific technologies and verticals and drive them across our national network. We have expertise in digital infrastructure, cloud and security solutions, and we have a deep

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understanding of the emerging trends, technologies and best practices. Our extensive experience with a broad set of technologies allows us to create differentiated and best-in-class solutions, which we expect to be increasingly important as IT solutions become more multi-vendor and tailored for clients. Across our national platform, we develop insights into the specific IT challenges facing our clients, which provide us with a significant advantage in developing superior solutions and winning new clients. We are able to leverage this domain expertise within and across verticals and technologies. Our ability to replicate and scale our knowledge and practices greatly enhances our efficiency and the quality of our solutions. Through our proprietary iConnect internal intranet, Presidio engineering and sales teams are able to access prior work product including successful proposals, scopes of work, design and as-built drawings, configurations and technical training. By leveraging this knowledgebase our professionals are able to quickly and efficiently respond to new opportunities with validated technical details based on previous work for that client or another of a similar size or in a similar vertical.

Our Growth Strategies

Expand and Deepen Relationships with Existing Clients

We have a long history of expanding revenue from existing clients by selling additional solutions based on their evolving needs. Our sales force and consulting teams grew our revenue per existing client (exclusive of Netech) from $382,000 in our fiscal year ended June 30, 2014 to $459,000 in our fiscal year ended June 30, 2016 by expanding the breadth of technical solutions we provide and further penetrating our client base. We believe increasing complexity in the market combined, with our end-to-end IT solutions and our high-touch, lifecycle approach, position us for continued growth. This approach has resulted in strong client satisfaction and increasing client engagement that we believe will enable us to continue expanding our revenue per client as our clients leverage our expertise to adopt emerging technologies. As middle-market businesses embrace cloud capabilities and enhance digital security, we believe we are well positioned to capture increased spend from our existing client relationships.

Develop New Client Relationships

We believe the diverse and fragmented nature of the North American IT Services market provides us with a significant opportunity to further grow our client base. We have developed domain expertise managing complex technologies and vertical specific-challenges, which makes us a compelling choice for potential clients looking for an IT solutions partner. Our efforts to develop new client relationships are supported by our existing referenceable client base. With our technological capabilities and proven record of success with clients, we are well positioned to acquire more clients as the need grows for consulting, deployment, integration and managed services. We also conduct highly coordinated marketing and sales activities using the strength of the Presidio brand to win new clients and penetrate highly localized markets. In these markets, we are well positioned against smaller regional IT providers who lack the resources to invest in increasingly advanced IT solutions.

Develop and Offer New Services and Solutions

We focus on providing our clients with the highest quality, optimal solutions for their complex IT needs. We have developed innovative solutions for our clients across technology cycles and are currently developing and providing solutions based on emerging IT trends. Digital Infrastructure, Cloud and Security are some of the fastest growing areas of IT spend and we are focused on developing and deploying new solutions to serve these markets. For example, we have a proprietary connected-vehicle solution, Presidio Managed Cloud and NGRM security offering that help solve complex IT problems associated with these trends. Through our national team of engineers, we maintain institutional knowledge and services capabilities that are adaptable, scalable and transferrable. We are constantly improving our offerings and developing new services and solutions for our clients, which we expect to drive incremental growth from existing and new clients.

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Further Penetrate the North American Market

We have been expanding our geographic footprint in North America organically and inorganically and see new opportunities in several major regions. We take a deliberate and strategic approach to deciding which markets to pursue and consider a number of factors. Our expertise and solutions are scalable from region to region, so as we continue to expand we expect to take market share and create opportunities in new markets. For example, through organic investment in the Great Lakes region we generated a revenue CAGR of 36% from fiscal year 2012 to fiscal year 2016 in that region. Over that time period, we expanded our sales organization in key markets in Chicago, Indianapolis, Detroit, Cincinnati and Cleveland, and at the same time we made investments in engineering personnel to support our expanded activities in the region.

Pursue Strategic Acquisitions

We expect to continue to consider strategic acquisitions that can increase our technology expertise and geographic presence. We believe that our M&A strategy enhances and augments all of our growth avenues, including gaining capabilities, cross-selling to our existing clients and entering new markets and verticals. Since 2004, we have acquired and successfully integrated ten companies, capitalizing on our scale, client relationships and vendor partnerships to drive margin expansion post-acquisition. In 2015, we acquired Sequoia, a consulting, integration and services company headquartered in California, which provides us with improved cloud consulting and integration capabilities. Most recently, in 2016, we acquired Netech Corporation, an IT solutions provider headquartered in Michigan, which provides us with 11 offices to penetrate significant opportunities in the Midwestern United States. We have been successful at integrating our acquisitions and at retaining key management talent. These acquisitions are complementary with new office openings and the organic expansion of our presence in existing geographic markets. We expect to continue to selectively pursue acquisition opportunities within the highly fragmented IT solutions market, with a focus on enhancing our solutions offerings and geographic presence.

Our History

Since our founding in 2004, the hallmarks of our culture have centered around client service and collaboration. Our business model has been defined by delivering engineering- and services-led solutions using a cost-effective, localized model that leverages a powerful OEM vendor ecosystem. This formula has driven our internal organic growth while at the same time setting the criteria for identifying acquisition opportunities. From our 2012 fiscal year to our 2016 fiscal year, we have grown our revenue from $1.76 billion to $2.71 billion, representing an 11% CAGR, which is significantly faster than U.S. IT spending and U.S. real GDP, which have grown at 2.1% and 1.9%, respectively, over the same periods, according to Gartner⁸ and the Bureau of Economic Analysis, respectively.⁹

We are led by Chief Executive Officer Bob Cagnazzi, Chief Financial Officer Paul Fletcher, Chief Operating Officer Dave Hart and Chief Technology Officer Vinu Thomas. They are joined by a management team with an extensive track record of performance and execution, drawing on approximately 280 collective years of experience in the North American IT solutions markets. Our senior leadership team is backed by a deep bench of management and technology talent that we believe provides us with a pipeline of future leaders and innovators.

Under this team’s leadership, we have entered new geographies and adjacent technologies and achieved above-market growth. Presidio has grown into a national business with the scale and capability to serve a diverse set of end markets and technology challenges. We believe that the depth and extensive industry experience of our management team will serve to provide solid leadership for continued growth and profitability.

⁸  See Gartner notes (1) and (7) in the section titled “Market, Industry and Other Data.”

⁹  Source: Bureau of Economic Analysis—U.S. Department of Commerce, “NIPA Tables.”

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Acquisitions

We have a long and successful track record of growing and improving our business and retaining key personnel through strategic tuck-in acquisitions. Since 2004, we have made ten strategic acquisitions. We acquire assets to improve our technology expertise and expand our geographic footprint. Recent examples include:

• 2016, we acquired Netech to expand our reach in the U.S. Midwest / Great Lakes region;

• 2015, we acquired Sequoia to improve our highly specialized cloud professional services;

• 2012, we acquired BlueWater Communications to expand our portfolio of advanced IT solutions and managed services; and

• 2011, we acquired INX to broaden our portfolio of services and solutions and to significantly expand our footprint across the United States.

Through this experience we have created specific methodologies and processes related to the identification and integration of targets.

Risk Factors

Investing in our common stock involves substantial risk. You should carefully consider all of the information in this prospectus prior to investing in our common stock. There are several risks related to our business and our ability to leverage our strengths that are described under “Risk Factors.” Among these important risks are the following:

• our reliance on key vendors and any potential termination of those relationships;

• the role of rapid innovation and the introduction of new products in our industry;

• our ability to compete effectively in a competitive industry;

• risks pertaining to our substantial level of indebtedness; and

• risks associated with investing in a controlled company.

Our Sponsor

Our principal stockholders are the Apollo Funds, as described below.

AP VIII Aegis Holdings, L.P. (“Aegis LP”) is the beneficial owner of most of our common stock. See “Principal Stockholders.” AP VIII Aegis Holdings GP, LLC (“Aegis GP”) is the general partner of Aegis LP and Apollo Investment Fund VIII, L.P. (“Apollo VIII”), Apollo Overseas Partners VIII, L.P. (“Apollo Overseas VIII”), Apollo Overseas Partners (Delaware) VIII, L.P. (“Apollo Overseas Delaware”) and Apollo Overseas Partners (Delaware 892) VIII, L.P. (“Apollo Overseas Delaware 892”) (collectively, the “Equity Funds”) are members of Aegis GP. Apollo VIII serves as the investment manager of the Equity Funds and as the non-member manager of Aegis GP. Apollo Management, L.P. (“Apollo Management”) is the sole member and manager of Apollo VIII and Apollo Management GP, LLC (“Apollo Management GP”) is the general partner of Apollo Management. Apollo Management Holdings, L.P. (“Management Holdings”) is the sole member and manager of Apollo Management GP and Apollo Management Holdings GP, LLC (“Management Holdings GP”) is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers, as well as executive officers, of Management Holdings GP. The address of each of the entities and individuals, respectively, listed in this paragraph is 9 West 57th Street, New York, New York 10019.

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Founded in 1990, Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. As of September 30, 2016, Apollo had assets under management of approximately $189 billion in private equity, credit and real estate funds, invested across a core group of nine industries in which Apollo has considerable knowledge and resources. For more information about Apollo, please visit www.agm.com. Information contained on Apollo’s website is not intended to form a part of or be incorporated by reference into this prospectus.

Additional Information

We were incorporated in Delaware on November 20, 2014 under the name Aegis Holdings, Inc. On September 15, 2016, we changed our name to Presidio, Inc. Our principal executive offices are located at One Penn Plaza, Suite 2832, New York, New York 10119 and our telephone number is (212) 652-5700. We also maintain a website at http://www.Presidio.com. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which this prospectus forms a part and you should not rely on any such information in making your decision whether to purchase our common stock.

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Ownership and Organizational Structure

The following diagram sets forth our ownership and organizational structure immediately following the completion of this Offering. See “Principal Stockholders” and “Capitalization.”

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THE OFFERING

Common stock offered                  shares.

Underwriters’ option to purchase additional shares                  shares.

Common stock to be outstanding after this Offering                 shares (             shares if the underwriters exercise their option to purchase additional shares in full).

Listing We expect to apply to list our common stock on the NASDAQ under the symbol “PSDO.”

Use of proceeds Assuming 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, we estimate that the net proceeds to us from the sale of our common stock will be $        million (or $         million if the underwriters exercise in full their option to purchase additional shares of common stock from us), after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this Offering to repay or redeem a portion of our indebtedness, with any remaining net proceeds to be used for working capital or general corporate purposes.

Affiliates of Apollo hold an economic interest in 100% of our outstanding Subordinated Notes pursuant to derivative arrangements entered into with a nonaffiliated third party who is the holder of 100% of the Subordinated Notes. As such, we presently anticipate that any portion of the proceeds of this Offering which is used by the Company to redeem the Subordinated Notes, if any, would be paid, directly or indirectly, to such affiliates of Apollo. See “Use of Proceeds.”

Controlled company After the completion of this Offering, the Apollo Funds will continue to own 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 NASDAQ. See “Principal Stockholders.”

Dividends We currently expect to retain all available funds and any future earnings for use in the operation and expansion of our business. We do not currently anticipate paying dividends on our common stock following this Offering. Any declaration and payment of future dividends to holders of our common stock may be limited by restrictive covenants in our debt agreements and will be at the sole discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. See “Dividend Policy.”

Risk factors You should carefully read and consider the information set forth under “Risk Factors,” beginning on page 23 of this prospectus, and all the other information set forth in this prospectus before investing in our stock.

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Unless otherwise noted, references in this prospectus to the number of shares outstanding exclude:

•             shares of our common stock issuable upon the exercise of options outstanding as of September 30, 2016 at a weighted average exercise price of $         per share; and

•             shares of common stock reserved for issuance under our share-based compensation plans.

Unless otherwise indicated, the information contained in this prospectus assumes:

• no exercise of the underwriters’ option to purchase                 additional shares;

• an initial public offering price of $            , which is the midpoint of the price range set forth on the cover page of this prospectus;

• the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws immediately prior to the closing of this Offering; and

• the completion of a         -for-         split of our common stock, which was effectuated by the filing of the certificate of amendment to our certificate of incorporation on                 , 2017.

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SUMMARY HISTORICAL AND PRO FORMA FINANCIAL INFORMATION

The following tables present our summary historical and pro forma financial data for the periods presented. The summary historical consolidated statements of operations for the three months ended September 30, 2016 and 2015 and the summary historical consolidated balance sheet information as of September 30, 2016 have been derived from our unaudited interim consolidated financial statements, included elsewhere in this prospectus. The summary historical statements of operations for the fiscal year ended June 30, 2016, the Successor period from November 20, 2014 to June 30, 2015, the Predecessor period from July 1, 2014 to February 1, 2015 and the fiscal year ended June 30, 2014 and the summary historical balance sheet information as of June 30, 2016 and 2015 have been derived from our audited historical consolidated financial statements, included elsewhere in this prospectus.

The unaudited interim consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of our management, consist only of normal and recurring adjustments necessary for a fair presentation of the information set forth herein.

The summary pro forma condensed consolidated statement of operations for the three months ended September 30, 2016 and the summary pro forma condensed consolidated balance sheet information as of September 30, 2016 have been derived from our unaudited pro forma condensed consolidated financial statements, included elsewhere in this prospectus and have been adjusted to reflect the completion of this Offering, including the issuance of common stock and the use of proceeds therefrom, as described under “Use of Proceeds.” The summary pro forma condensed consolidated statement of operations for the fiscal year ended June 30, 2016 has been derived from our unaudited pro forma condensed consolidated financial statements, included elsewhere in this prospectus and has been adjusted to reflect the completion of this Offering, including the issuance of common stock and the use of proceeds therefrom, as described under “Use of Proceeds,” to the extent they have not been fully reflected in the historical consolidated financial statements. The unaudited pro forma condensed consolidated balance sheet gives effect to transactions as if they had occurred on September 30, 2016. The unaudited pro forma condensed consolidated statement of operations for the three months ended September 30, 2016 gives effect to the transactions described above as if they had occurred on July 1, 2015. The unaudited pro forma condensed consolidated statement of operations for the fiscal year ended June 30, 2016 gives effect to the transactions described above as if they had occurred on July 1, 2015.

The unaudited pro forma condensed consolidated financial information set forth below is based upon available information and assumptions that we believe are reasonable. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the above transactions occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of our future financial condition or results of operations.

On February 2, 2015, the Apollo Funds completed the Presidio Acquisition. Under the terms of the Presidio Acquisition, Presidio Holdings Inc. (the Predecessor) became a wholly owned subsidiary of Presidio, Inc. (the Successor). As a result of the Presidio Acquisition, the financial information for all periods ending on or after February 2, 2015 represent the financial information of the Successor. Periods ending prior to February 2, 2015 represent the financial information of the Predecessor. From November 20, 2014 (its date of inception) to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition.

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The following financial information should be read in conjunction with “Selected Historical Consolidated Financial Data,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and our historical consolidated financial statements and the related notes included elsewhere in this prospectus. Historical results are not necessarily indicative of the results to be expected in the future, and interim financial results are not necessarily indicative of results that may be expected for the full fiscal year.

	Predecessor						Successor												Pro Forma
(in millions, except share and per share data)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016			Fiscal year ended June 30, 2016		Three months ended September 30, 2016
Statement of operations data:
Revenue	$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	692.0		$	737.7		$		$
Gross margin	$	454.0		$	289.3		$	197.0		$	540.6		$	136.9		$	148.6		$		$
Operating income	$	91.5		$	26.8		$	10.6		$	98.9		$	36.7		$	30.3		$		$
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	9.7		$	5.6		$		$
Earnings (loss) per share:
Basic	$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)	$	0.28		$	0.16		$		$
Diluted	$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)	$	0.27		$	0.15		$		$
Weighted average shares used to compute earnings (loss) per share:
Basic		561,829,775			561,886,602			35,005,269			35,558,981			35,245,974			35,966,235
Diluted		572,656,299			561,886,602			35,005,269			35,558,981			35,906,253			36,940,763
Balance sheet data (at end of period):
Cash and cash equivalents	$	8.5					$	88.3		$	33.0		$	67.6		$	47.7
Total assets		1,545.0						2,444.4			2,623.1			2,491.0			2,678.6
Total long-term debt		618.7						933.7			1,038.0			896.5			1,032.6
Total liabilities		1,448.5						2,108.6			2,276.2			2,144.9			2,325.5
Total stockholders’ equity		96.5						335.8			346.9			346.1			353.1
Cash dividends declared per common share	$	0.46					$	—		$	—		$	—		$	—
Other financial data:
Adjusted Revenue (1)	$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	665.5		$	738.0		$		$
Adjusted EBITDA (2)	$	167.0		$	116.2		$	68.6		$	211.1		$	59.3		$	58.2		$		$
Adjusted EBITDA margin (2)(3)		7.8	%		8.8	%		7.3	%		7.9	%		8.9	%		7.9	%		%		%
Adjusted Net Income (4)	$	81.7		$	58.6		$	13.4		$	81.2		$	24.1		$	24.5		$		$
Adjusted Net Income per share:
Basic	$	0.15		$	0.10		$	0.38		$	2.28		$	0.68		$	0.68		$		$
Diluted	$	0.14		$	0.10		$	0.38		$	2.23		$	0.67		$	0.66		$		$
Weighted average shares used to compute Adjusted Net Income per share:
Basic		561,829,775			561,886,602			35,005,269			35,558,981			35,245,974			35,966,235
Diluted		572,656,299			593,353,683			35,655,707			36,415,101			35,906,253			36,940,763

(1) We define Adjusted Revenue as revenue adjusted to exclude (i) revenue generated by disposed businesses and (ii) noncash purchase accounting adjustments to revenue as a result of our acquisitions. The following table presents a reconciliation of Adjusted Revenue from Revenue.

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	Predecessor						Successor											Pro Forma
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016		Fiscal year ended June 30, 2016	Three months ended September 30, 2016
Revenue	$	2,266.0		$	1,392.8		$	5.5		$	2,714.9		$	692.0		$	737.7	$	$
Adjustments:
Revenue from disposed business (a)		(116.1	)		(69.4	)		(6.40	)		(32.8	)		(27.1	)		—
Purchase accounting adjustments (b)		—			—			1.3			1.6			0.6			0.3
Total adjustments		(116.1	)		(69.4	)		(44.7	)		(31.2	)		(26.5	)		0.3
Adjusted Revenue	$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	665.5		$	738.0	$	$

(a) “Revenue from disposed business” represents the removal of the historical revenue of Atlantix prior to the sale of the business.

(b) “Purchase accounting adjustments” includes the noncash reduction to revenue associated with deferred revenue step down fair value adjustments in connection with purchase accounting.

(2) We define Adjusted EBITDA as net income (loss) plus (i) total depreciation and amortization, (ii) interest and other (income) expense and (iii) income tax expense (benefit), as further adjusted to eliminate noncash share-based compensation expense, purchase accounting adjustments, transaction costs, other costs and earnings from disposed business. The following table presents a reconciliation of Adjusted EBITDA from Net income (loss).

	Predecessor						Successor											Pro Forma
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			Fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016		Fiscal year ended June 30, 2016	Three months ended September 30, 2016
Adjusted EBITDA Reconciliation:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	9.7		$	5.6	$	$
Total depreciation and amortization (a)		50.6			24.9			32.1			81.7			19.4			21.8
Interest and other (income) expense		34.6			28.7			47.5			98.5			20.2			20.7
Income tax expense (benefit)		24.4			3.2			(12.6	)		3.8			6.8			4.0
EBITDA		142.1			51.7			42.7			180.6			56.1			52.1
Adjustments:
Share-based compensation expense		5.5			20.1			1.0			2.2			0.6			0.5
Purchase accounting adjustments (b)		—			—			4.9			3.9			1.3			0.4
Transaction costs (c)		14.8			42.6			21.3			20.6			2.3			3.4
Other costs (d)		13.0			4.5			1.9			5.6			1.0			1.8
Earnings from disposed business (e)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(2.0	)		—
Total adjustments		24.9			64.5			25.9			30.5			3.2			6.1
Adjusted EBITDA	$	167.0		$	116.2		$	68.6		$	211.1		$	59.3		$	58.2	$	$

(a) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

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(b) “Purchase accounting adjustments” includes charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

(c) “Transaction costs” (1) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (2) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (3) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (4) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (5) of $2.3 million for the three months ended September 30, 2015 includes acquisition-related expenses of $0.4 million related to stay and retention bonuses, $0.5 million related to severance charges, $0.3 million related to transaction-related advisory and diligence fees and $1.1 million related to transaction-related legal, accounting and tax fees; and (6) of $3.4 million for the three months ended September 30, 2016 includes acquisition-related expenses of $1.5 million related to stay and retention bonuses, $1.7 million related to transaction-related advisory and diligence fees and $0.2 million related to transaction-related legal, accounting and tax fees.

(d) “Other costs” (1) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (2) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (3) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (4) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (5) of $1.0 million for the three months ended September 30, 2015 includes expenses of $0.3 million associated with the integration of previously acquired managed services platforms into one system, $0.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.3 million; and (6) of $1.8 million for the three months ended September 30, 2016 represents costs incurred in the development of our new cloud service offerings.

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(e) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(3) Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to Adjusted Revenue.

(4) We define Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of intangible assets, (ii) amortization of debt issuance costs, (iii) losses recognized on the disposal of business, (iv) losses on extinguishment of debt, (v) noncash share-based compensation expense, (vi) purchase accounting adjustments, (vii) transaction costs, (viii) other costs, (ix) earnings from disposed business and (x) the income tax impact associated with the foregoing items and adjusted for (1) the impact of permanently nondeductible expenses, (2) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions and (3) the impact of discrete tax items. The following table presents a reconciliation of Adjusted Net Income from Net income (loss).

	Predecessor						Successor												Pro Forma
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016			Fiscal year ended June 30, 2016	Three months ended September 30, 2016
Adjusted Net Income reconciliation:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	9.7		$	5.6		$	$
Adjustments:
Amortization of intangible assets		38.3			18.3			26.4			67.2			15.9			18.4
Amortization of debt issuance costs		4.4			2.4			2.7			7.6			1.7			1.7
Loss on disposal of business		—			—			—			6.8			—			—
Loss on extinguishment of debt		2.7			7.5			0.7			9.7			0.1			—
Share-based compensation expense		5.5			20.1			1.0			2.2			0.6			0.5
Purchase accounting adjustments (a)		—			—			4.9			3.9			1.3			0.4
Transaction costs (b)		14.8			42.6			21.3			20.6			2.3			3.4
Other costs (c)		13.0			4.5			1.9			5.6			1.0			1.8
Earnings from disposed business (d)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(2.0	)		—
Income tax impact of adjustments (e)		(21.1	)		(29.0	)		(18.0	)		(37.2	)		(6.5	)		(7.3	)
Total adjustments		49.2			63.7			37.7			84.6			14.4			18.9
Adjusted Net Income	$	81.7		$	58.6		$	13.4		$	81.2		$	24.1		$	24.5		$	$

(a) “Purchase accounting adjustments” includes charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

(b) “Transaction costs” (1) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (2) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to

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stay and retention bonuses, $0.2 million related to severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (3) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (4) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (5) of $2.3 million for the three months ended September 30, 2015 includes acquisition-related expenses of $0.4 million related to stay and retention bonuses, $0.5 million related to severance charges, $0.3 million related to transaction-related advisory and diligence fees and $1.1 million related to transaction-related legal, accounting and tax fees; and (6) of $3.4 million for the three months ended September 30, 2016 includes acquisition-related expenses of $1.5 million related to stay and retention bonuses, $1.7 million related to transaction-related advisory and diligence fees and $0.2 million related to transaction-related legal, accounting and tax fees.

(c) “Other costs” (1) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (2) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (3) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (4) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (5) of $1.0 million for the three months ended September 30, 2015 includes expenses of $0.3 million associated with the integration of previously acquired managed services platforms into one system, $0.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.3 million; and (6) of $1.8 million for the three months ended September 30, 2016 represents costs incurred in the development of our new cloud service offerings.

(d) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(e) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at the Company’s average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for taxes purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before investing in our common stock. Any of the following risks could materially and adversely affect our business, financial condition or results of operations. In such a case, you may lose part or all of your original investment.

Risks Related to Our Business

General economic conditions could adversely impact technology spending by our clients and put downward pressure on prices, which could adversely impact our business, financial condition or results of operations.

Weak economic conditions generally, sustained uncertainty about global economic conditions, U.S. federal or other government spending cuts or a tightening of credit markets could cause our clients and potential clients to postpone or reduce spending on technology solutions, products or services. If our industry becomes more price-sensitive, these conditions could also result in customers demanding lower prices for our solutions. Any downward pressure on prices could affect our sales growth and profitability, which could adversely impact our business, financial condition or results of operations.

Changes and innovation in the information technology industry may result in reduced demand for our information technology solutions.

Our results of operations are influenced by a variety of factors, including the condition of the information technology industry and shifts in demand for, or availability of, information technology solutions. The information technology industry is characterized by rapid technological change and the frequent introduction of new products, product enhancements and new distribution methods or channels, each of which can decrease demand for current solutions or render them obsolete. In addition, demand for the solutions we sell to our customers could decrease if we are unable to adapt in areas like cloud technology, IaaS, SaaS, PaaS, SDN or other emerging technologies. Cloud offerings may influence our customers to move workloads to cloud providers, which may reduce the procurement of products and solutions from us. Changes in the information technology industry may also negatively impact the demand for our solutions, which could adversely impact our business, financial condition or results of operations.

Our financial performance could be adversely impacted if our federal, state and local government clients decrease their spending on technology products.

We provide IT services to various government agencies, including federal, state and local government entities. For the fiscal year ended June 30, 2016, 11% of our revenue came from sales to state and local governments and 6% of our revenue was derived from sales to the federal government. These sales may be impacted by government spending policies, budget priorities and revenue levels.

While our sales to public sector clients are diversified across various agencies and departments, an across-the-board change in government spending policies, including budget cuts at the federal level, could result in our public sector clients reducing their purchases and terminating their service contracts, which could adversely impact our business, financial condition or results of operations.

Our solutions business depends on our vendor partner relationships and the availability of their products.

Our solutions depend on the resale of products that we purchase from vendor partners, which include OEMs, software publishers and wholesale distributors. Under our agreements with our vendor partners, we are authorized to sell all or some of their products in connection with our end-to-end solutions, such as pre- and post-sales network design, configuration, troubleshooting and the support and sale of complementary products and services. Our

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authorization with each vendor partner has specific terms and conditions with respect to product return privileges, purchase discounts and vendor partner programs and financing programs. These include purchase rebates, sales volume rebates, purchasing incentives and cooperative advertising reimbursements. However, we do not have any long-term contracts with our vendor partners and our agreements with key vendors may be terminable upon notice by any party. As such, from time to time, vendor partners may limit or terminate our right to sell some or all of their products, or change the terms and conditions under which we obtain their products for integration into our solutions.

We also receive payments and credits from vendors, including consideration under volume incentive programs, shared marketing expense programs and early pay discounts. Our vendor partners may decide to terminate or reduce the benefits under their incentive programs, or change the conditions under which we may obtain such benefits. Any sizable reduction, termination or significant delay in receiving benefits under these programs could adversely impact our business, financial condition or results of operations. If we are unable to timely react to any changes in our vendors’ programs, such as the elimination of funding for some of the activities for which we have been compensated in the past, such changes could adversely impact our business, financial condition or results of operations.

While we purchase from a diverse vendor base, we have significant supplier relationships with our vendor partners Cisco Systems, Inc. (“Cisco”) and EMC Corporation (“EMC”). For the fiscal year ended June 30, 2016, Cisco provided products that made up 67% of our purchases from all manufacturers, while EMC provided products that constituted 10% of our purchases from all manufacturers. Other significant vendor partners are VMware, Inc. and VCE Company, LLC, which provided hardware products that generated 2% and 1%, respectively, of our purchases from all manufacturers in the fiscal year ended June 30, 2016. Our portfolio has been heavily concentrated in Cisco products. Though we do not maintain a long-term contractual arrangement with Cisco, historically Cisco has held a leading position in the IT infrastructure market. The loss of, or change in business relationship with, Cisco, any of the other vendors named in this prospectus or any other key vendor partners, or the diminished availability of their products, could reduce the supply and increase the cost of the products we sell, eroding our competitive position.

Our Systems Integrator Agreement with Cisco (the “Systems Integrator Agreement”) sets forth the terms and conditions for our purchase and licensing of various products and services from Cisco, serving as the master agreement for all material business transactions with Cisco. The Systems Integrator Agreement sets forth our obligations to maintain certain quality standards in the services we provide our customers and training standards for certain of our personnel in Cisco products, including incentives for our company to maintain high levels of certification in Cisco expertise, which is measured periodically. The Systems Integrator Agreement had an original term of one year and has been regularly extended since its effective date on May 14, 2002, including on November 8, 2016 for a period of sixty days. The Agreement may be terminated by either party without reason by providing the other party with forty-five days’ written notice prior to termination, or by Cisco upon twenty days’ written notice if there are certain changes in control of our Company.

Given the significance of our vendor partners to our business model, any geographic relocation of key distributors used in our purchasing model could increase our cost of working capital, which would have a negative impact on our business, financial condition or results of operations. Similarly, the sale, spin-off or combination of any of our vendor partners and/or of certain of their business units, including a sale or combination with a vendor with whom we do not have an existing relationship, could adversely impact our business, financial condition or results of operations.

Our solutions depend on the innovation and adaptability of our vendor partners, as well as our ability to partner with emerging technology providers.

The technology industry has experienced rapid innovation and the introduction of new hardware, software and services offerings, such as cloud-based solutions. We have been and will expect to continue to be dependent on innovations in hardware, software and services offerings, as well as the acceptance of these

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products by clients. If we are unable to keep up with changes in technology and new offerings—for example, by providing the appropriate training to our account managers, technology sales specialists and engineers—it could adversely impact our business, financial condition or results of operations.

Because our solutions involve the resale of vendor products, our business depends on the ability of our vendor suppliers to develop and provide competitive hardware, software and other products. If our vendor partners cannot compete effectively against vendors with whom we do not have a supply relationship, our business, financial condition or results of operations could be adversely impacted. Further, we depend on developing and maintaining relationships with new vendors who can provide products and services in emerging areas of technology, such as cloud, security, mobility, data analytics, software-defined networking and the IoT. To the extent that we cannot develop or maintain relationships with vendors who provide desirable hardware, software and other services, it could adversely impact our business, financial condition or results of operations.

Substantial competition could reduce our market share and significantly harm our financial performance.

Our current competition includes large system integrators and resellers, such as Accenture, Dimension Data and Computer Sciences Corporation; large value-added resellers, such as CDW Corporation and ePlus; local providers in the four regional markets in which we operate (North, South, Tri-State and West); manufacturers who sell directly to end users, such as Dell, Hewlett-Packard and Apple; cloud providers, such as AT&T, Amazon Web Services and Box; and boutique solutions providers, such as Optiv, Cognizant Infrastructure Services and Equinix. Strong performance by these competitors, the increasing number of services providers in the market and rapid innovation in our industry could erode our market share and adversely impact our business, financial condition or results of operations.

We expect our competitive landscape to continue to change as new technologies are developed, resulting in increasingly short technology refresh cycles. Innovation could disrupt our business model and create new and stronger competitors. Some of our hardware and software vendor partners sell and could intensify their efforts to sell their products directly to our clients. For example, ERP systems vendors and other major software vendors increasingly sell their procurement and asset management products along with their application suites. Because of their significant installed client base, these ERP vendors may have the opportunity to offer additional products to existing clients. Further, traditional OEMs have increased their services capabilities through mergers and acquisitions with services providers, which could potentially increase competition in the market to provide clients with comprehensive technology solutions. Any of these trends could adversely impact our business, financial condition or results of operations.

Some solutions providers in our industry compete on the basis of price. To the extent that we face increased competition to gain or retain clients, we may be required to reduce prices, increase advertising expenditures or take other actions that could impact our cash flows. If we are forced to reduce prices and in doing so we are unable to attract new clients or sell increased quantities of products, our sales growth and profitably could be negatively affected, which could adversely impact our business, financial condition or results of operations.

Our earnings could be affected if we lose several larger clients.

Generally, our contracts with our clients are nonexclusive agreements that are terminable upon either party’s discretion with 30 days’ notice. Only certain of our client agreements require longer periods of notice (60 days’ to 90 days’ notice). As of June 30, 2016, we have approximately 7,000 middle-market, large and government clients across a diverse range of industries. In our fiscal year ended June 30, 2016, 19% of our revenue was attributable to our top 25 clients (measured by revenue generated by client). Further, we do not have guaranteed purchasing volume commitments from our clients. As a result, the loss of several of our larger clients, the failure of such clients to pay amounts due to us or a material reduction in purchases made by such clients could adversely impact our business, financial condition or results of operations.

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The success of our business depends on the continuing development, maintenance and operation of our information technology systems.

Our success is dependent on the accuracy, proper use and continuing development of our information technology systems, including our business systems and our operational platforms. Our ability to effectively use the information generated by our information technology systems, as well as our success in implementing new systems and upgrades, affects our ability to:

• conduct business with our clients, including delivering services and solutions;

• manage our inventory and accounts receivable;

• purchase, sell, ship and invoice our products and services efficiently and on a timely basis; and

• maintain our cost-efficient operating model while expanding our business in revenue and in scale.

Disruption or breaches of security to our information technology systems and the misappropriation of our clients’ data could adversely impact our business.

Our information technology systems are vulnerable to disruption by forces outside our control. We have taken steps to protect our information technology systems from a variety of internal and external threats, including computer viruses, malware, phishing, social engineering, unauthorized access and other malicious attacks, but there can be no guarantee that these steps will be effective. Any disruption to or infiltration of our information technology systems could adversely impact our business, financial condition or results of operations. In addition, in order to ensure customer confidence in our solutions and services, we may choose to remediate actual or perceived security concerns by implementing further security measures which could require us to expend significant resources.

Further, our business may involve the storage and transmission of proprietary, sensitive or confidential information. In addition, we operate data centers and other information technology for our clients, which host our clients’ technology infrastructure and may store and transmit business-critical and confidential data. We have privacy and data security policies in place that are designed to prevent security breaches and confidentiality and data security provisions are standard in our client contracts. However, as newer technologies evolve, our security practices and products may be sabotaged or circumvented by third parties, such as hackers, which could result in disruptions to our clients’ businesses, unauthorized procurement and the disclosure of sensitive corporate information or private personal information. Such breaches in security could damage our reputation and our business; they could also expose us to legal claims, proceedings and liability and to regulatory penalties under laws that protect the privacy of personal information, which could adversely impact our business, financial condition or results of operations.

Our investments in new services and technologies may not be successful.

We have recently begun and continue to invest in new services and technologies, including cloud, security, mobility, data analytics, software-defined networking and IoT. The complexity of these solutions, our learning curve in developing and supporting them and significant competition in the markets for these solutions could make it difficult for us to market and implement these solutions successfully. There is further risk that we will be unable to protect and enforce our rights to use such intellectual property. Additionally, there is a risk that our clients may not adopt these solutions widely, which would prevent us from realizing expected returns on these investments. Even if these solutions are successful in the market, these solutions still rely on third-party hardware and software and our ability to meet stringent service levels; if we are unable to deploy these solutions successfully or profitably, it would adversely impact our business, financial condition or results of operations.

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If we infringe on the intellectual property rights of third parties, we may be subject to costly disputes or indemnification obligations that could adversely impact our business, financial condition or results of operations.

We cannot assure you that our activities will not infringe on patents, trademarks or other intellectual property rights owned by others. If we are required to defend ourselves against intellectual property rights claims, we may spend significant time and effort and incur significant litigation costs, regardless of whether such claims have merit. If we are found to have infringed on the patents, trademarks or other intellectual property rights of others, we may also be subject to substantial claims for damages or a requirement to cease the use of such disputed intellectual property, which could have an adverse effect on our operations. Such litigation or claims and the consequences that could follow could distract our management from the ordinary operation of our business and could increase our costs of doing business, resulting in a negative impact on our business, financial condition or results of operations.

Furthermore, third parties may assert infringement claims against our clients for infringement by our products on the intellectual property rights of such third parties. These claims may require us to initiate or defend protracted and costly litigation on behalf of our clients, regardless of the merits of these claims. We also generally extend the indemnification granted by our OEMs to our clients for any such infringement. If any of these claims succeed, we may be forced to pay damages on behalf of our clients or may be required to obtain licenses for the products they use, even though our OEMs may in turn be liable for any such damages. Any infringement on the intellectual property rights of third parties could adversely impact our business, financial condition or results of operations.

Our engagements with our clients are based on estimated pricing terms. If our estimates are incorrect, these terms could become unprofitable.

Some of our client contracts for professional services are fixed-price contracts to which we commit before we provide services to these clients. In pricing such fixed-price client contracts, we are required to make estimates and assumptions at the time we enter into these contracts that could differ from actual results. As a result, the profit that is anticipated at a contract’s inception may not be guaranteed. Our estimates reflect our best judgments about the nature of the engagement and our expected costs in providing the contracted services. However, any increased or unexpected costs, or any unanticipated delays in connection with our performance of these engagements—including delays caused by our third-party providers or by factors outside our control—could make these contracts less profitable or unprofitable and could have an adverse impact on our business, financial condition or results of operations.

Failure to comply with the terms of our contracts with our public sector clients, or with applicable laws and regulations, could result in the termination of our contracts, fines or liabilities. Further, changes in government procurement regulations could adversely impact our business.

We provide information technology services to various government agencies, including federal, state and local government entities, as well as international and intergovernmental agencies. Sales to such public sector clients are highly regulated. Any noncompliance with contract provisions, government procurement regulations or other applicable laws or regulations—including, but not limited to, the False Claims Act and the Foreign Corrupt Practices Act—could result in civil, criminal and administrative liability, such as substantial monetary fines or damages, the termination of government contracts or other public sector client contracts and suspension, debarment or ineligibility from doing business with the government and with other clients in the public sector.

Our contracts with our public sector clients are terminable at any time at the convenience of the contracting agency or group purchasing organization (“GPO”). As such, our relationships with public sector clients are susceptible to government budget, procurement and other policies. Our inability to enter into or retain

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contracts with GPOs could threaten our ability to sell to current and potential clients in those GPOs. Further, the adoption of new or modified procurement regulations and other requirements may increase our compliance costs and reduce our gross margins, which could have a negative effect on our business, financial condition or results of operations.

We also provide services to certain government agencies that require us to have and maintain security clearance at an appropriate level. If an acquisition or any other action we take causes us to lose our security clearance status, or results in our having a lower level of security clearance, we could lose the business of such clients, which could adversely impact our business, financial condition or results of operations.

We rely on third-party companies to perform certain of our obligations to clients, which could impact our business if not performed.

We deliver and manage mission-critical software, systems and network solutions for our clients. We also offer certain services, such as implementation, installation and deployment services, to our clients through various third-party providers who are engaged to perform these services on our behalf. We are also required, as a component of some of our contracts with our OEM partners, to utilize their engineers as part of our solutions. For the fiscal year ended June 30, 2016, 5% of our revenue was attributable to these third-party services. Further, to provide services to our clients outside of the United States, we rely heavily on an international network of preferred sales partners that are generally vetted by our OEM vendor partners. If we or our third-party services providers fail to provide high-quality services to our clients, or if such services result in a disruption of our clients’ businesses, we could be subject to legal claims, proceedings and liability.

As we expand our services and solutions business, we may be exposed to additional operational, regulatory and other risks. For example, we could incur liability for failure to comply with the rules and regulations applicable to the new services and solutions we provide to our clients. Such issues could adversely affect our reputation with our clients, tarnish our brand or render us unable to compete for new work and could adversely impact our business, financial condition or results of operations.

We rely on third-party commercial delivery services to provide products and services to our clients, which if not performed could lead to significant disruption to our business.

We also depend heavily on commercial delivery services to provide products and services to our clients. For example, we generally ship hardware products to our clients by FedEx, United Parcel Service and other commercial delivery services and invoice clients for delivery charges. However, our inability to pass future increases in the cost of commercial delivery services to our clients could decrease our profitability. Additionally, strikes, inclement weather, natural disasters or other service interruptions by such shippers could affect our ability to deliver products to our clients in a timely manner and could adversely impact our business, financial condition or results of operations.

Our business depends on our ability to attract and retain talented personnel.

Our success depends on our ability to attract, develop, engage and retain key personnel to manage and grow our business, including our key executive, management, sales, services and technical employees.

For example, as we seek to expand our offerings of value-added services and solutions, our success depends on attracting and retaining highly skilled technology specialists and engineers, for whom the market is extremely competitive. Increasingly, our competitors are requiring their employees to sign Non-Compete and Non-Solicitation agreements as part of their employment, making it more difficult for us to hire talented individuals with experience in our industry. We do not carry any “key man insurance”—that is, an insurance policy that would cover any financial loss that would arise from the death or incapacity of an important member of our business. Our failure to recruit and retain mission-critical employees could adversely impact our business, financial condition or results of operations.

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International trade laws and Anti-Corruption regulations and policies may adversely impact our ability to generate revenue from sales outside of the United States.

A small portion of our revenue is derived from our sales outside of the United States, mostly from the non-U.S. activities of our clients based in the United States. Specifically, non-U.S. sales represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, respectively. We are exposed to risk under international trade laws because of our sales derived from countries associated with higher risks of corruption and our use of third-party preferred agents to provide services to our clients outside of the United States. We have implemented a global anti-corruption policy that addresses U.S. laws and regulations governing Anti-Corruption and Anti-Bribery. However, our failure to implement guidance and procedures for specific situations as they arise, as well as inadequate training of our employees on these issues, could result in our inability to comply with international trade laws and regulations.

We also export hardware and software that are subject to certain trade-related U.S. laws and regulations, including the Export Administration Regulations administered by the U.S. Department of Commerce, Bureau of Industry and Security (“BIS”) and various economic sanctions programs administered by the U.S. Treasury’s Office of Foreign Assets Control. Exports and re-exports of such hardware and software to certain countries in which we conduct business may require regulatory licensing or other authorization. Our failure to implement compliance policies and procedures, including those relating to product classification, licensing, and screening, or to adequately train our personnel to understand and comply with applicable regulations, could result in export or sanctions violations, which could have an adverse impact on our business, financial condition or results of operations.

The results of the United Kingdom’s referendum on withdrawal from the European Union may have a negative effect on global economic conditions, financial markets and our business.

In June 2016, a majority of voters in the United Kingdom elected to withdraw from the European Union in a national referendum. The referendum was advisory and the terms of any withdrawal are subject to a negotiation period that could last years after the government of the United Kingdom formally initiates a withdrawal process. Nevertheless, the referendum has created significant uncertainty about the future relationship between the United Kingdom and the European Union, including with respect to the laws and regulations that will apply as the United Kingdom determines which European Union laws to replace or replicate in the event of a withdrawal. The referendum has also given rise to calls for the governments of other European Union member states to consider withdrawal. These developments, or the perception that any of them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability of global financial markets and may significantly reduce global market liquidity and restrict the ability of key market participants to operate in certain financial markets. Any of these factors could depress economic activity and restrict our access to capital, which could have a material adverse impact on our business, financial condition and results of operations.

Interruption of the flow of hardware products from suppliers could disrupt our supply chain.

We rely on hardware products that our vendor partners manufacture or purchase outside of the United States, primarily in Asia. Political, social or economic instability in Asia, or in other regions in which our vendor partners purchase or manufacture the products that we resell, could cause disruptions in trade, which would affect our supply chain. Other events that could disrupt our supply chain include:

• the imposition of additional trade law provisions or regulations;

• the imposition of additional duties, tariffs and other charges on imports and exports;

• foreign currency fluctuations;

• natural disasters affecting any of our suppliers’ facilities;

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• restrictions on the transfer of funds;

• dependence on an international supply chain;

• the financial instability or bankruptcy of manufacturers; and

• significant labor disputes, such as strikes.

We cannot predict whether the countries in which our products are purchased or manufactured, or may be purchased or manufactured in the future, will be subject to new or additional trade restrictions or sanctions imposed by the U.S. or other governments. Trade restrictions—including new or increased tariffs, quotas, embargoes, sanctions, safeguards and customs restrictions—against the products we sell, as well as foreign labor strikes, work stoppages or boycotts, could increase the cost or reduce the supply of the product available to us.

We could experience, and have experienced in the past, periodic product shortages from our vendor partners if they fail to adequately project demand for certain products. Because we do not maintain hardware inventory that is not supported by executed client orders, except for insignificant spares, we depend on our vendor partners’ continued supply so we can fulfill our clients’ orders on a timely basis. A substantial disruption to our supply chain could adversely impact our business, financial condition or results of operations.

We are exposed to accounts receivables and inventory risks.

We extend credit to our clients for a significant portion of our revenue, typically on 30-day payment terms. As a result, we are subject to the risk that our clients will not pay for the products they have purchased or that they will pay at a slower rate than we have historically experienced. This risk is particularly pronounced during periods of economic downturn or uncertainty or, in the case of our public sector clients, due to governmental budget constraints. Though we devote resources to collections operations and have a low write off rate, any failure or delay by our clients in paying for the products they have purchased could adversely impact our business, financial condition or results of operations.

Any of our clients may experience a downturn in its business that may weaken its results of business, financial condition or results of operations. As a result, a client may fail to make payments when due, become insolvent or declare bankruptcy. Any client bankruptcy or insolvency, or the failure of any client to make payments when due, could result in losses. A client bankruptcy would delay or preclude full collection of amounts owed to us.

In certain cases, we are able to return unused equipment to our vendors. We primarily acquire inventory once we have an agreement executed with a client and with the exception of an immaterial level of spare parts inventory, we do not generally maintain inventory that is not already designated for sale. However, we may be exposed to the risk that our inventory cannot be returned to the vendor in situations where a client cancels an executed order.

We seek to minimize our inventory exposure through a variety of inventory management procedures and policies, including buying limits and restrictions on inventory purchase authority. However, if we were unable to successfully maintain our inventory management procedures and policies, or if there are unforeseen product developments that result in the more rapid obsolescence of our inventory, our inventory risks could increase, which could adversely impact our business, financial condition or results of operations.

We may not be able to realize our entire investment in the equipment we lease.

We are a lessor of technology equipment and the realization of equipment values (residual values) during the life and predominantly at the end of the term of a lease is an important element in our leasing business. At the inception of each lease, we record a residual value for the leased equipment based on our estimate of the value of the equipment at the expected disposition date.

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If the market value of leased equipment decreases at a faster rate than we projected, whether due to rapid technological or economic obsolescence, unusual wear and tear on the equipment, excessive use of the equipment or other factors, this would adversely affect the recoverability of the estimated residual values of such equipment. Further, certain equipment residual values are dependent on the vendor’s warranties, reputation and other factors, including market liquidity. We also may not realize the full market value of equipment if we are required to sell it to meet liquidity needs or for other reasons outside of the ordinary course of business. Consequently, there can be no assurance that we will realize our estimated residual values for equipment, which failure to realize such values could adversely impact our business, financial condition or results of operations.

We may not realize the full amount of our backlog, which could have a material adverse impact on our business, financial condition or results of operations.

As of September 30, 2016, our backlog orders believed to be firm was approximately $542 million, compared to approximately $440 million as of September 30, 2015. There can be no assurance that our backlog will result in actual revenue in any particular period, or at all, or that any contract included in our backlog will be profitable. This is because the actual realization and timing of any of this revenue is subject to various contingencies, many of which are beyond our control. The actual realization of revenue on engagements included in backlog may never occur or may change because an order could be reduced, modified or terminated early. Several of our orders involve the delivery of services that can be up to five years in duration and may be subject to delays in performance that are beyond our control. Our failure to realize the full amount of our backlog could adversely impact our business, financial condition or results of operations.

Our acquisitions may not achieve expectations, which could affect our profitability.

We have acquired and may acquire, companies and operations that extend or complement our existing business. These transactions involve numerous business risks, including finding suitable transaction partners, the diversion of management’s attention from other business concerns, extending our product or service offerings into areas in which we have limited experience, entering into new geographic markets, the potential loss of key employees or business relationships and the integration of acquired businesses, any of which could adversely impact our business, financial condition or results of operations.

Furthermore, failure to successfully integrate acquired operations may adversely affect our cost structure, reducing our gross margins and return on investment. In addition, we may acquire entities with unknown liabilities. Should an unknown liability emerge following an acquisition, it could adversely impact our business, financial condition or results of operations.

As with most acquisitions in our industry, we paid a premium to book value in our prior acquisitions and the portion of the purchase price paid in excess of the book value of the assets acquired has been recorded on our books as goodwill or intangible assets. We may be required to account for similar premiums paid on future acquisitions in the same manner. Under existing GAAP, goodwill is not amortized and is carried on our books at its original value, subject to annual review and evaluation for impairment, whereas finite-lived intangible assets are amortized over the life of the asset. If market and economic conditions (including business valuation levels and trends) deteriorate, we may have to record impairment charges to the extent the carrying value of our goodwill exceeds the fair value of our overall business. Additionally, if existing GAAP were modified to require amortization, such impairment charges or amortization expense could adversely affect our net earnings during the period in which the charge or expense is recorded. As of September 30, 2016, we had goodwill and other intangible assets related to our prior acquisitions of $1,588.6 million. Any failure to successfully integrate our acquisitions or a change to existing GAAP goodwill and intangible asset accounting policies could adversely impact our business, financial condition or results of operations.

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Our operating results could fluctuate significantly in the future because of industry factors and other factors outside of our control.

Our operating results are dependent on a variety of industry factors, including the condition of the technology industry in general, shifts in demand and pricing for hardware, software and services and the introduction of new products or upgrades.

Our operating results are also dependent on our level of gross profit as a percentage of revenue. Our gross profit percentage fluctuates due to numerous factors, some of which may be outside of our control. These include general macroeconomic conditions; pricing pressures; changes in product costs from our vendor partners; the availability of price protection, purchase discounts and incentive programs from our vendor partners; changes in product, order size and client mix; the risk that certain items in our inventory become obsolete; increases in delivery costs that we cannot pass on to clients; and general market and competitive conditions.

Our results may be affected by slight variances as a result of seasonality we may experience across our business. This seasonality is typically driven by budget cycles and spending patterns across our diverse client base. For example, our local, state and federal government clients operate on an annual budget cycle, most often on the basis of a fiscal year that begins October 1. Our private sector clients operate on an annual budget cycle, most often on the basis of a fiscal year that begins January 1. It is not uncommon to experience a higher level of contract awards, funding actions and overall government and private demand for services in the final months and weeks of the government and private fiscal years, respectively. Consequently, our revenue in the first and second quarters of our fiscal year may be greater than the revenue recognized in the third and fourth quarters of our fiscal year.

Furthermore, due to general economic conditions, we may not only experience difficulty in collecting our receivables on a timely basis but also may experience a loss due to a client’s inability to pay. In addition, certain economic factors may impact the valuation of certain investments we may make in other businesses.

As a result of these and other factors, quarterly period-to-period comparisons of our financial results are not necessarily meaningful and should not be relied upon as an indication of future performance.

In addition, our cost structure is based in part on anticipated sales and gross margins. Therefore, we may not be able to adjust our cost structure quickly enough to compensate for any unexpected sales or gross margin shortfall. Any such inability could adversely impact our business, financial condition or results of operations.

We are exposed to risks from legal proceedings and audits.

We are party to various legal proceedings that arise in the ordinary course of our business, which include commercial, employment, tort and other litigation.

We are also subject to intellectual property infringement claims in the ordinary course of our business, which come in the form of cease-and-desist letters, licensing inquiries, lawsuits and other demands. These claims may arise either from the products and services we sell or the business systems and products we use to sell the products and services. In our industry, such claims have become more frequent with the increasing complexity of technological products. In fact, many of these assertions are brought by Non-Practicing entities, whose principal business model is to secure patent licensing revenue.

Because of our significant sales to public sector clients, we are also subject to audits by federal, state and local authorities. From time to time, we receive subpoenas and other requests for information from various government authorities. We may also be subject to audits by various vendor partners and large clients, including government agencies, pursuant to certain purchase and sale agreements. Further, we may be required to indemnify our vendor partners and our clients from claims brought by third parties under certain agreements. See “Business—Governmental, Legal and Regulatory Matters.”

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Current and future litigation, infringement claims, governmental proceedings, audits or indemnification claims may result in substantial costs and expenses and regardless of the outcome, significantly divert the attention of our management, which could adversely impact our business, financial condition or results of operations.

Changes in accounting rules could adversely affect our future financial results.

We prepare our financial statements in conformity with GAAP. These accounting principles are subject to interpretation by the Financial Accounting Standards Board, the Public Company Accounting Oversight Board, the SEC, the American Institute of Certified Public Accountants and various other bodies formed to interpret and create appropriate accounting policies. Products and services and the manner in which they are bundled, are technologically complex and the characterization of these products and services require judgment to apply revenue recognition policies. Any mischaracterization of these products and services could result in misapplication of revenue recognition policies. Future periodic assessments required by current or new accounting standards may result in noncash changes and/or changes in presentation or disclosure. In addition, any change in accounting standards may influence our clients’ decision to purchase from us or to finance transactions with us, which could adversely impact our business, financial condition or results of operations.

Increased costs of labor and employee health and welfare benefits may adversely impact our results of operations.

Given our large number of employees, labor-related costs represent a significant portion of our expenses. Salaries, wages, benefits, commissions and other labor compensation costs (not including bonus and payroll tax) for our full-time employees amounted to $380 million, which represented approximately 73% of our selling, general and administrative expenses and approximately 6% of our cost of sales for the fiscal year ended June 30, 2016. An increase in labor costs (for example, as a result of increased competition for skilled labor) or employee benefit costs (such as health care costs or otherwise) could adversely impact our business, financial condition or results of operations.

Our future results will depend on our ability to continue to focus our resources, maintain our business structure and manage costs effectively.

We are continually implementing productivity measures and focusing on measures intended to further improve cost efficiency. We may be unable to realize all expected cost savings in connection with these efforts within the expected time frame, or at all, and we may incur additional and/or unexpected costs to realize them. Further, we may not be able to sustain any achieved savings in the future. Future results will depend on the success of these efforts.

We believe that our corporate culture has been and will continue to be a key contributor to our success. From September 30, 2015 to September 30, 2016, we increased the size of our workforce by 476 employees (including acquisitions and dispositions during the period) and we expect to continue to hire as we expand. If we do not continue to maintain our corporate culture, we may be unable to foster growth. Our inability to maintain our current business structure will adversely impact our business, financial condition or results of operations.

Under our contracts, should we be unable to control costs, we may incur losses, which could decrease our operating margins and significantly reduce or eliminate our profits. As our industry becomes more price-sensitive, our future profitability will depend on our ability to manage costs or increase productivity. An inability to effectively manage costs will adversely impact our business, financial condition or results of operations.

Any failure in our delivery of high-quality technical support services may adversely affect our relationships with our clients and our financial results.

Our clients depend on our services desk to provide technical support. We may be unable to respond quickly enough to accommodate short-term increases in client demand for support services. Increased client

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demand for these services, without corresponding revenue, could increase costs and adversely affect our operating results. In the same vein, any failure to maintain high-quality technical support, or a market perception that we do not maintain high-quality support, could adversely impact our reputation and our business, financial condition or results of operations.

We may not meet our growth objectives and strategies, which may impact our competitiveness.

On an ongoing basis, we seek to achieve profitable growth by providing superior solutions to our clients. As we continue to invest in growth opportunities, including our investments in new technologies and capabilities, we may experience unfavorable demand for these services and we may be unable to deploy these solutions successfully or profitably. In addition, we have historically been focused on reducing our costs and may not be able to achieve or maintain targeted cost reductions. Our inability to effectively invest in new growth opportunities or to reduce cost could impact our competitiveness and render it difficult for us to meet our growth objectives and strategies, which could adversely impact our business, financial condition or results of operations.

Ineffective internal controls could impact our business and operating results.

Our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls or fraud. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, our business and results of operations could be harmed and we could fail to meet our financial reporting obligations, which could adversely impact our business, financial condition or results of operations.

Risks Related to an Investment in Our Common Stock and this Offering

Apollo and its affiliates will continue to have control over us after this Offering, including the ability to elect all of our directors and prevent any transaction that requires approval of our Board of Directors or our stockholders and may also pursue corporate opportunities independent of us that could present conflicts with our and our stockholders’ interests.

After the consummation of this Offering, the Apollo Funds will indirectly beneficially own approximately     % of our common stock (or         % assuming the underwriters exercise in full their option to purchase additional shares) after the completion of this Offering. As a result, the Apollo Funds will have the power to elect all of our directors after the completion of this Offering. Therefore, the Apollo Funds effectively will have the ability to prevent any transaction that requires the approval of our Board of Directors or our stockholders, including the approval of significant corporate transactions, such as mergers and the sale of substantially all of our assets after the completion of this Offering. Thus, the Apollo Funds will continue to be able to significantly influence or effectively control our decisions after the completion of this Offering.

In addition, the stockholders’ agreement with the Apollo Funds that we will enter into in connection with this Offering (the “Apollo Stockholders Agreement”) (as described under “Certain Relationships and Related Party Transactions”) will provide that, except as otherwise required by applicable law, if the Apollo Funds hold (a) at least 50% of our outstanding common stock, they will have the right to designate no fewer than that number of directors that would constitute a majority of our Board of Directors, (b) at least 30% but less than 50% of our outstanding common stock, they will have the right to designate up to             nominees to our Board of Directors, (c) at least 20% but less than 30% of our outstanding common stock, they will have the right to designate up to             nominees to our Board of Directors and (d) at least 10% but less than 20% of our outstanding common stock, they will have the right to designate             nominees to our Board of Directors. The agreement will provide that if the size of our Board of Directors is increased or decreased at any time, the nomination rights of the Apollo Funds will be proportionately increased or decreased, respectively, rounded up to the nearest whole number.

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The interests of the Apollo Funds could conflict with or differ from your interests as a holder of our common stock. For example, the concentration of ownership held by the Apollo Funds could delay, defer or prevent a change of control of the Company or impede a merger, takeover or other business combination that you as a stockholder may otherwise view favorably. In addition, a sale of a substantial number of shares of stock in the future by the Apollo Funds could cause our stock price to decline.

Additionally, the Apollo Group is in the business of making or advising on investments in companies and holds (and may from time to time in the future acquire) interests in or provides advice to businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours. The Apollo Group may also pursue acquisitions that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us.

Our amended and restated certificate of incorporation will provide that no officer or director of ours who is also an officer, director, employee, managing director or other affiliate of any member of the Apollo Group (including any portfolio company thereof) will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to any member of the Apollo Group (including any portfolio company thereof), instead of to us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee, managing director or other affiliate has directed to any member of the Apollo Funds (including any portfolio company thereof) .

So long as the Apollo Funds continue to beneficially own a significant amount of our equity, even if such amount is less than 50%, the Apollo Funds may continue to be able to strongly influence or effectively control our decisions.

The foregoing and other issues related to the Apollo Funds’ control of any of the foregoing may adversely impact prevailing market prices for our common stock.

There is no existing market for our common stock and we do not know if one will develop, which could impede your ability to sell your shares and depress the market price of our common stock.

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 the Company will lead to the development of an active trading market on the NASDAQ or otherwise, or how liquid that market might become. If an active trading market does not develop, you may have difficulty selling any of our common stock that you buy. The initial public offering price for the common stock will be determined by negotiations between us and the representatives of the underwriters and may not be indicative of prices that will prevail in the open market following this Offering. See “Underwriting.” 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 price of our common stock may fluctuate significantly and you could lose all or part of your investment.

Volatility in the market price of our common stock may prevent you from being able to sell your shares of common stock at or above the price you paid for them. In addition to the risks described in this “Risk Factors” section, the market price for our common stock could fluctuate significantly for various reasons, including:

• our operating and financial performance and prospects;

• our quarterly or annual earnings or those of other companies in our industry;

• changes in earnings estimates or recommendations by securities analysts, if any, or termination of coverage of our common stock by securities analysts;

• our failure to meet estimates or forecasts made by securities analysts, if any;

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• conditions that impact demand for our products and services;

• future announcements concerning our business or our competitors’ businesses;

• the public’s reaction to our press releases, other public announcements and filings with the SEC;

• market and industry perception of our success, or lack thereof, in pursuing our growth strategy;

• strategic actions by us or our competitors, such as acquisitions or restructurings;

• changes in government and environmental regulation;

• changes in accounting standards, policies, guidance, interpretations or principles;

• arrival and departure of key personnel;

• the number of shares to be publicly traded after this Offering;

• sales of common stock by us, the Apollo Funds, members of our management team or any other party;

• adverse resolution of new or pending litigation against us;

• changes in general market, economic and political conditions in the United States and global economies or financial markets, including those resulting from natural disasters, terrorist attacks, acts of war and responses to such events; and

• material weakness in our internal controls over financial reporting.

In addition, in recent years, the stock market has experienced significant price and volume fluctuations. This volatility has had a significant impact on the market price of securities issued by many companies. The changes frequently appear to occur without regard to the operating performance of the affected companies. Hence, the price of our common stock could fluctuate based upon factors that have little or nothing to do with the Company and these fluctuations may adversely impact prevailing market prices for our common stock.

We expect to be a “controlled company” within the meaning of applicable the NASDAQ rules and, as a result, will qualify for and intend to rely on, exemptions from certain corporate governance requirements.

We expect to apply to list our common stock on the NASDAQ. Upon the closing of this Offering, the Apollo Funds will continue to control a majority of our voting common stock. As a result, we expect to qualify as a “controlled company” within the meaning of the NASDAQ corporate governance standards. Under the NASDAQ rules, a company of which more than 50% of the voting power for the election of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain the NASDAQ corporate governance requirements, including the requirements:

• that a majority of the Board of Directors consists of independent directors, as defined under the rules of the NASDAQ;

• 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

• that we have a nominating and governance committee composed entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

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Accordingly, you will not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements of the NASDAQ.

The foregoing and other issues related to the Apollo Funds’ control of any of the foregoing may adversely impact prevailing market prices for our common stock.

We have no plans to pay regular dividends on our common stock, so you may not receive funds without selling your common stock.

We have no plans to pay regular dividends on our common stock. Any declaration and payment of future dividends to holders of our common stock may be limited by restrictive covenants of our debt agreements, will be at the sole discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. See “Dividend Policy.”

The terms of our senior secured credit facilities and the indentures governing our notes may restrict our ability to pay cash dividends on our common stock. Our debt instruments contain covenants that restrict our ability to pay dividends on our common stock, as well as the ability of our subsidiaries to pay dividends to us. See “Description of Certain Indebtedness” and “Description of Capital Stock—Common Stock.” Furthermore, we will be permitted under the terms of our debt instrument to incur additional indebtedness, which may restrict or prevent us from paying dividends on our common stock. Agreements governing any future indebtedness, in addition to those governing our current indebtedness, may not permit us to pay dividends on our common stock. Any of the foregoing may adversely impact prevailing market prices for our common stock.

Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.

Future sales or the availability for sale of substantial amounts of our common stock in the public market could adversely affect the prevailing market price of our common stock and could impair our ability to raise capital through future sales of equity securities.

Effective upon consummation of this Offering, we will amend and restate our certificate of incorporation to increase our authorized capital stock so that it consists of             million authorized shares, of which             million shares, par value $0.01, will be designated as common stock and             million             shares, par value $0.01, will be designated as preferred stock. Upon consummation of this Offering,             shares will be outstanding. This number includes shares that we are selling in this Offering, which will be freely transferable without restriction or further registration under the Securities Act of 1933, as amended (the “Securities Act”), subject to the terms of the lock-up agreements. The remaining             shares of our common stock outstanding, including the shares of common stock owned by the Apollo Funds, our directors and our executive officers, will be subject to holding requirements under the federal securities laws described in “Shares Eligible for Future Sale” and subject to the lock-up agreements between such current stockholders and the underwriters. Pursuant to the lock-up agreements, we, each of our executive officers and directors and the Apollo Funds have agreed, subject to certain exceptions, with the underwriters not to dispose of or hedge any of the shares of common stock or securities convertible into or exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date that is             days after the date of this prospectus. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. may, in their sole discretion, release any of these shares from the restrictions at any time without notice. See “Underwriting.” Following the expiration of the applicable lock-up period, all of these shares of our common stock will be eligible for resale under Rule 144 or Rule 701 of the Securities Act, subject to volume limitations and applicable holding period requirements. See “Shares Eligible for Future Sale” for a discussion of the shares of our common stock that may be sold into the public market in the future.

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Subject to the terms of the lock-up agreements, we also may issue shares of our common stock or other securities from time to time as consideration for future acquisitions and investments. If any such acquisition or investment is significant, the number of shares of our common stock, or the number or aggregate principal amount, as the case may be, of other securities that we may issue may in turn be substantial. We may also grant registration rights covering those shares of our common stock or other securities in connection with any such acquisitions and investments.

Aegis LP, the Apollo Fund that is the beneficial owner of most of our common stock, and certain of our employees who invested in the Company in connection with the Apollo Acquisition (the “Initial Investors”) entered into a securityholders agreement in 2015 (the “Management Stockholders Agreement”). Under the Management Stockholders Agreement, following this Offering, Aegis LP and certain of its affiliates will have certain demand registration rights for shares of our common stock owned by the Apollo Funds. In addition, under the Management Stockholders Agreement, the Initial Investors have piggyback and other registration rights with respect to shares of our common stock held by them. Furthermore, under the Management Stockholders Agreement, the Company has agreed to indemnify (A) the Initial Investors and their respective officers, directors, employees, representatives and controllers, (B) Aegis LP and its officers, managers, employees, representatives and affiliates and (C) the portfolio companies of the Apollo Group against losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any registration statement or prospectus.

We cannot predict the size of future issuances of our common stock or the effect, if any, that future issuances and sales of our common stock will have on the market price of our common stock. Sales of substantial amounts of our common stock (including shares of our common stock issued in connection with an acquisition) or the exercising of any registration rights, or the perception that such sales or such exercising of registration rights could occur, may adversely affect prevailing market prices for shares of our common stock. Any of the foregoing may adversely impact prevailing market prices for our common stock.

Delaware law and our organizational documents may impede or discourage a takeover, which could deprive our investors of the opportunity to receive a premium for their shares.

We are a Delaware corporation and the antitakeover provisions of Delaware law impose various impediments to the ability of a third party to acquire control of us, even if a change of control would be beneficial to our existing stockholders. In addition, provisions of our amended and restated certificate of incorporation and bylaws that we expect to be effective upon consummation of this Offering may make it more difficult for, or prevent a third party from, acquiring control of us without the approval of our Board of Directors. Among other things, these provisions:

• classify our Board of Directors so that only some of our directors are elected each year;

• do not permit cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

• delegate the sole power of a majority of the Board of Directors to fix the number of directors;

• provide the power of our Board of Directors to fill any vacancy on our board, whether such vacancy occurs as a result of an increase in the number of directors or otherwise;

• authorize the issuance of “blank check” preferred stock without any need for action by stockholders;

• impose limitations on the ability of our stockholders to call special meetings and act by written consent; and

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• establish advance notice requirements for nominations for election to our Board of Directors or for proposing matters that can be acted on by stockholders at stockholders’ meetings.

Additionally, Section 203 of the Delaware General Corporation Law (the “DGCL”) prohibits a publicly held Delaware corporation from engaging in a business combination with an interested stockholder, generally a person, which together with any “interested” stockholder, or within the last three years has owned, 15% of our voting stock, for a period of which such person became an interested stockholder, unless the business combination is approved in a prescribed manner.

We have elected not to opt out of Section 203 of the DGCL. We expect, however, to include a provision in our amended and restated certificate of incorporation that will exempt us from the provisions of the DGCL with respect to combinations between any member of the Apollo Group, on the one hand, and us, on the other.

The foregoing factors, as well as the significant common stock ownership by our equity sponsor, could impede a merger, takeover or other business combination or discourage a potential investor from making a tender offer for our common stock, which, under certain circumstances, may adversely impact prevailing market prices for our common stock. See “Description of Capital Stock.”

Our amended and restated bylaws will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.

Our amended and restated bylaws, which will become effective upon consummation of this Offering, provide that, unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for (a) any derivative action or proceeding brought on our behalf; (b) any action asserting a claim for or based on a breach of a fiduciary duty owed by any of our current or former directors or officers or other employees of the Company to the Company or to the Company’s stockholders, including a claim alleging the aiding and abetting of such a breach of fiduciary duty; (c) any action asserting a claim against the Company or any of our current or former directors, officers or other employees arising pursuant to any provision of the DGCL or our amended and restated certificate of incorporation or our bylaws; (d) any action asserting a claim related to or involving the Company that is governed by the internal affairs doctrine; or (e) any action asserting an “internal corporate claim” as that term is defined in Section 115 of the DGCL. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers and other employees. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely impact our business, financial condition or results of operations.

We may issue shares of preferred stock in the future, which could make it difficult for another company to acquire us or could otherwise adversely affect holders of our common stock, which could depress the price of our common stock.

Our amended and restated certificate of incorporation to be in effect upon consummation of this Offering will authorize us to issue one or more series of preferred stock. Our Board of Directors will have the authority to determine the preferences, limitations and relative rights of shares of preferred stock and to fix the number of shares constituting any series and the designation of such series, without any further vote or action by our stockholders. Our preferred stock could be issued with voting, liquidation, dividend and other rights superior to the rights of our common stock. The potential issuance of preferred stock may delay or prevent a change in control of us, discouraging bids for our common stock at a premium to the market price and may adversely impact prevailing market prices for our common stock and the voting and other rights of the holders of shares of our common stock.

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You will suffer immediate and substantial dilution in the net tangible book value of the common stock you purchase.

Prior investors have paid substantially less per share than the price per share in this Offering. The initial offering price is substantially higher than the net tangible book value per share of the outstanding common stock immediately after this Offering. Accordingly, based on our net tangible book value as of September 30, 2016, assuming an initial public offering price of $         per share (the midpoint of the price range set forth on the cover page of this prospectus), we expect that purchasers of common stock in this Offering will experience immediate and substantial dilution of approximately $         per share. See “Dilution.”

We are a holding company and rely on dividends and other payments, advances and transfers of funds from our subsidiaries to meet our obligations and pay dividends.

We are a holding company and we conduct all of our operations through our subsidiaries. As a result, we rely on our subsidiaries for dividends and other payments to generate the funds necessary to meet our financial obligations and to pay any dividends with respect to our common stock. The ability of our subsidiaries to pay dividends or to make other payments or distributions to us depends substantially on their respective operating results and is subject to restrictions under, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends), agreements of those subsidiaries, the terms of our financing arrangements and the terms of any future financing arrangements of our subsidiaries. In addition, the earnings from, or other available assets of, our subsidiaries, may not be sufficient to pay dividends or make distributions or loans to enable us to pay any dividends on our common stock.

Fulfilling our obligations incident to being a public company, including with respect to the requirements of and related rules under the Sarbanes-Oxley Act of 2002 and the Dodd-Frank Act, will be expensive and time-consuming and any delays or difficulties in satisfying these obligations could have a material adverse effect on our future results of operations and our stock price.

After the consummation of this Offering, we will be subject to reporting, accounting and corporate governance requirements of the NASDAQ, the Securities Exchange Act of 1934, as amended, the Sarbanes-Oxley Act and Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”). The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal control for financial reporting. Under Section 404 of the Sarbanes-Oxley Act and pursuant to the terms therein, our independent public accountants auditing our financial statements must attest to the effectiveness of our internal control over financial reporting. To continue to maintain the effectiveness of our disclosure controls and procedures and internal control over financial reporting following the consummation of this Offering, significant resources and management oversight will be required. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff. In addition, we may identify control deficiencies which could result in a material weakness or significant deficiency. Furthermore, if we are unable to conclude that our disclosure controls and procedures and internal control over financial reporting are effective, or if our independent public accounting firm is unable to provide us with an unqualified report as to management’s assessment of the effectiveness of our internal control over financial reporting in future years, investors may lose confidence in our financial reports and our stock price may decline.

In addition, Dodd-Frank, which amended the Sarbanes-Oxley Act and other federal laws, has created uncertainty for public companies and we cannot predict with any certainty the requirements of the regulations that will ultimately be adopted under Dodd-Frank or how such regulations will affect the cost of compliance for a company with publicly traded common stock. There is likely to be continuing uncertainty regarding compliance matters because the application of these laws and regulations, which are subject to varying interpretations, may evolve over time as new guidance is provided by regulatory and governing bodies. We intend to invest resources to comply with these evolving laws and regulations, which may result in increased general and administrative

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expenses and divert management’s time and attention from other business concerns. Furthermore, if our compliance efforts differ from the activities that regulatory and governing bodies expect or intend due to ambiguities related to interpretation or practice, we may face legal proceedings initiated by such regulatory or governing bodies and our business may be harmed. In addition, new rules and regulations may make it more difficult for us to attract and retain qualified directors and officers and may make it more expensive for us to obtain director and officer liability insurance.

If securities analysts do not publish research or reports about our company, or if they publish unfavorable commentary about us or our industry or downgrade our common stock, the price of our common stock could decline.

The trading market for our common stock will depend in part on the research and reports that third-party securities analysts publish about our company and our industry. One or more analysts could downgrade our common stock or issue other negative commentary about our company or our industry. In addition, we may be unable or slow to attract research coverage. Alternatively, if one or more of these analysts cease coverage of our company, we could lose visibility in the market. As a result of one or more of these factors, the trading price of our common stock could decline.

Risks Related to Our Indebtedness

Our substantial indebtedness could impair our financial flexibility, competitive position and financial condition.

We have a substantial amount of indebtedness and other obligations. As of September 30, 2016, on a pro forma basis, we would have had $        million in aggregate principal amount of total debt outstanding, which includes $        million of indebtedness under a series of 10.25% senior notes which will mature on February 15, 2023 and which were issued by Presidio Holdings Inc. (successor by merger to Aegis Merger Sub, Inc.), a direct wholly owned subsidiary of the Company (“Presidio Holdings” and such notes, the “Senior Notes”), $        million of indebtedness under a series of 10.25% senior subordinated notes which will mature on February 15, 2023 and which were issued by Presidio Holdings (the “Subordinated Notes” and, together with the Senior Notes, the “Notes”), $        million of indebtedness under the February 2015 Credit Agreement (without giving effect to undrawn letters of credit), and no obligations owed under our $250 million accounts receivable securitization facility (the “Receivables Securitization Facility”). See “Description of Certain Indebtedness.”

Our substantial indebtedness could have important consequences. For example, it could:

• limit our ability to obtain additional financing in the future for working capital, capital expenditures and acquisitions;

• make it more difficult for us to satisfy our obligations under the terms of our financing arrangements;

• make it more difficult to comply with the obligations of our debt instruments, including restrictive covenants and borrowing conditions, the failure of which could result in an event of default under the agreements governing our other indebtedness;

• limit our ability to refinance our indebtedness on terms acceptable to us or at all;

• limit our flexibility to plan for and to adjust to changing business and market conditions in the industry in which we operate and increase our vulnerability to general adverse economic and industry conditions;

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• require us to dedicate a substantial portion of our cash flow from operations to make interest and principal payments on our debt, thereby limiting the availability of our cash flow to fund future investments, capital expenditures, working capital, business activities, acquisitions and other general corporate requirements;

• limit our ability to obtain additional financing for working capital and capital expenditures to fund growth or for general corporate purposes, even when necessary to maintain adequate liquidity, particularly if any ratings assigned to our debt securities by rating organizations were revised downward;

• subject us to higher levels of indebtedness than our competitors, which may cause a competitive disadvantage and may reduce our flexibility in responding to increased competition; and

• expose us to the risk of increased interest rates, as certain of our borrowings, including borrowings under the February 2015 Credit Agreement and the Receivables Securitization Facility, are at variable rates of interest.

In addition, the terms of the agreements governing our indebtedness contain restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default, which, if not cured or waived, could result in the acceleration of our debts. The occurrence of any one of these events could adversely impact our business, financial condition or results of operations, as well as our prospects or ability to satisfy our debt obligations.

In addition to the restrictions contained in our indebtedness, the agreements governing our accounts payable facility with Castle Pines Capital LLC (the “CPC Facility”) also contain restrictive covenants that may limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in the termination of the CPC Facility and the acceleration of our obligations thereunder.

Despite our substantial indebtedness level, we may still be able to incur substantial additional amounts of debt that could further exacerbate the risks associated with our indebtedness.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future. Although the terms of the Receivables Securitization Facility, the indentures governing our Notes and the February 2015 Credit Agreement contain restrictions on our and our subsidiaries’ ability to incur additional indebtedness, these restrictions are subject to a number of important qualifications and exceptions and the indebtedness incurred in compliance with these restrictions could be substantial. For example, as of September 30, 2016, on a pro forma basis, we would have had approximately $        million available for additional borrowing under the revolving credit facility under our February 2015 Credit Agreement (without giving effect to letters of credit) and $ million available under the Receivables Securitization Facility. These restrictions also will not prevent us from incurring obligations that do not constitute indebtedness. Following this Offering, we may opportunistically raise debt capital, subject to market and other conditions, to refinance our existing capital structure or for strategic alternatives and general corporate purposes as part of our growth strategy. There can be no assurance that such debt capital will be available to us on a timely basis, at reasonable rates or at all. If new debt is added to our existing debt levels, the related risks that we face would intensify and we may not be able to meet all of our debt obligations.

The agreements governing our debt contain, and future financing arrangements may contain, various covenants that limit our ability to take certain actions and require us to meet financial maintenance tests. Failure to comply with these terms could adversely impact our financial condition.

Our financing arrangements, including the indentures governing our Notes, the February 2015 Credit Agreement and the Receivables Securitization Facility, contain restrictions, covenants and events of default that,

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among other things, require us to satisfy certain financial tests and maintain certain financial ratios and restrict our ability to incur additional indebtedness and to refinance our existing indebtedness. Financing arrangements that we enter into in the future could contain similar restrictions and could additionally require us to comply with similar, new or additional financial tests or to maintain similar, new or additional financial ratios. The terms of our existing financing arrangements, financing arrangements that we enter into in the future and any future indebtedness may impose various restrictions and covenants on us that could limit our ability to pay dividends, respond to market conditions, provide for capital investment needs or take advantage of business opportunities because they limit the amount of additional borrowings we may incur. These restrictions include compliance with, or maintenance of, certain financial tests and ratios and may limit or prohibit our ability to, among other things:

• borrow money or guarantee debt;

• create liens;

• pay dividends on or redeem or repurchase stock or other securities;

• make investments and acquisitions;

• enter into or permit to exist contractual limits on the ability of our subsidiaries to pay dividends to us;

• enter into new lines of business;

• enter into transactions with affiliates; and

• sell assets or merge with other companies.

Various risks, uncertainties and events beyond our control could affect our ability to comply with these restrictions and covenants. Failure to comply with any of the restrictions and covenants in our existing or future financing arrangements could result in a default under those arrangements and under other arrangements containing cross-default provisions.

An event of default would permit lenders to accelerate the maturity of the debt under these arrangements and to foreclose upon any collateral securing the debt. Under such circumstances, we might not have sufficient funds or other resources to satisfy all of our obligations, including our debt obligations. In addition, the limitations imposed by our financing agreements on our ability to incur additional debt and to take other actions might significantly impair our ability to obtain other financing.

To service our indebtedness and other cash needs, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to satisfy our debt obligations and to fund any planned capital expenditures, dividends and other cash needs will depend in part upon the future financial and operating performance of our subsidiaries and upon our ability to renew or refinance borrowings. We cannot assure you that our business will generate cash flow from operations, or that we will be able to draw under our revolving credit facility or otherwise, in an amount sufficient to fund our liquidity needs, including the payment of principal and interest on our indebtedness. Prevailing economic conditions and financial, business, competitive, legislative, regulatory and other factors, many of which are beyond our control, will affect our ability to make these payments.

If we are unable to make payments, refinance our debt or obtain new financing under these circumstances, we may consider other options, including:

• sales of assets;

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• sales of equity;

• reduction or delay of capital expenditures, strategic acquisitions, investments and alliances; or

• negotiations with our lenders to restructure the applicable debt.

These alternative measures may not be successful and may not permit us to meet our scheduled debt service obligations. Our ability to restructure or refinance our debt will depend on the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our business operations. In addition, the terms of existing or future debt agreements, including the February 2015 Credit Agreement, the Receivables Securitization Facility and the indentures governing our Notes, may restrict us from adopting some of these alternatives. In the absence of sufficient cash flow from operating results and other resources, we could face substantial liquidity problems and could be required to dispose of material assets or operations to meet our debt service and other obligations. We may not be able to consummate those dispositions for fair market value, or at all. Furthermore, any proceeds that we could realize from any such dispositions may not be adequate to meet our debt service obligations then due. Our inability to generate sufficient cash flow to satisfy our debt obligations, or to refinance our indebtedness on commercially reasonable terms or at all, could adversely impact our business, financial condition or results of operation.

Any decline in the ratings of our corporate credit could adversely affect our ability to access capital.

Any decline in the ratings of our corporate credit or any indications from the rating agencies that their ratings on our corporate credit are under surveillance or review with possible negative implications could adversely impact our ability to access capital.

We are subject to fluctuations in interest rates.

Borrowings under the February 2015 Credit Agreement and the Receivables Securitization Facility are subject to variable rates of interest and expose us to interest rate risk. For example, assuming the revolving credit facility under the February 2015 Credit Agreement and the Receivables Securitization Facility are fully drawn along with the outstanding term loan balance as of September 30, 2016, on a pro forma basis, each 0.125% change in assumed blended interest rates would result in an approximately $        change in annual interest expense on indebtedness. At present, we do not have any existing interest rate swap agreements, which involve the exchange of floating for fixed rate interest payments to reduce interest rate volatility. However, we may decide to enter into such swaps in the future. If we do, we may not maintain interest rate swaps with respect to all of our variable rate indebtedness and any swaps we enter into may not fully mitigate our interest rate risk, may prove disadvantageous or may create additional risks.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus contains “forward-looking statements” that involve risks and uncertainties. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “would,” “could,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions that relate to our strategy, plans or intentions. All statements we make relating to our estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results or to our expectations regarding future industry trends are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. These forward-looking statements are subject to risks and uncertainties that may change at any time and, therefore, our actual results may differ materially from those that we expected. We derive many of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors and it is impossible for us to anticipate all factors that could affect our actual results. All forward-looking statements are based upon information available to us on the date of this prospectus.

Important factors that could cause actual results to differ materially from our expectations, which we refer to as “cautionary statements,” are disclosed under “Risk Factors” and elsewhere in this prospectus, including, without limitation, in conjunction with the forward-looking statements included in this prospectus. All forward-looking information in this prospectus and subsequent written and oral forward-looking statements attributable to us, or to persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements. Some of the factors that we believe could affect our results include:

• general economic conditions;

• a reduced demand for our information technology solutions;

• a decrease in spending on technology products by our federal and local government clients;

• the availability of products from vendor partners and maintenance of vendor relationships;

• the role of rapid innovation and the introduction of new products in our industry;

• our ability to compete effectively in a competitive industry;

• the termination of our client contracts;

• the failure to effectively develop, maintain and operate our information technology systems;

• our inability to adequately maintain the security of our information technology systems and clients’ confidential information;

• investments in new services and technologies may not be successful;

• the costs of litigation and losses if we infringe on the intellectual property rights of third parties;

• inaccurate estimates of pricing terms with our clients;

• failure to comply with the terms of our public sector contracts;

• any failures by third-party contractors upon whom we rely to provide our services;

• any failures by third-party commercial delivery services;

45

• our inability to retain or hire skilled technology professionals and key personnel;

• our sales outside of the United States that subject us to additional risks;

• the adverse impact of the United Kingdom’s decision to withdraw from the European Union;

• the disruption to our supply chain if suppliers fail to provide products;

• the risks associated with accounts receivables and inventory exposure;

• the failure to realize the entire investment in leased equipment;

• our inability to realize the full amount of our backlog;

• our acquisitions may not achieve expectations;

• fluctuations in our operating results;

• potential litigation and claims;

• changes in accounting rules, tax legislation and other legislation;

• increased costs of labor and benefits;

• our inability to focus our resources, maintain our business structure and manage costs effectively;

• the failure to deliver technical support services of sufficient quality;

• the failure to meet our growth objectives and strategies;

• the ineffectiveness of our internal controls;

• the risks related to this Offering;

• the risks pertaining to our substantial level of indebtedness; and

• the other factors discussed in the section of this prospectus entitled “Risk Factors.”

We caution you that the foregoing list of important factors may not contain all of the material factors that are important to you. In addition, in light of these risks and uncertainties, the matters referred to in the forward-looking statements contained in this prospectus may not, in fact, occur. Accordingly, investors should not place undue reliance on those statements. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise, except as otherwise required by law.

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USE OF PROCEEDS

We estimate that the net proceeds to us from the sale of our common stock in this Offering will be approximately $        , or approximately $        , if the underwriters elect to exercise in full their option to purchase additional shares of common stock from us, assuming an initial public offering price of $         per share, the midpoint of the price range set forth on the cover page of this prospectus and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this Offering to repay or redeem a portion of our indebtedness, with any remaining net proceeds to be used for working capital or general corporate purposes, as follows:

(a) We intend to use approximately $         million of the net proceeds from this Offering to redeem our              and approximately $         million to redeem our             , plus, in each case, accrued and unpaid interest to the date of such redemption. The              and the              each accrue interest at a rate equal to     % per annum and will mature on             .

(b) To the extent any net proceeds from this Offering remain after redeeming our              and             , we intend to use such remaining net proceeds for working capital or general corporate purposes.

To the extent that the public offering price is lower than $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and our cash proceeds are lower than we have estimated, or our offering expenses are greater than we have estimated, the amount of              and              that we redeem will be reduced pro rata.

Under the terms of the indentures governing the              and             , on or prior to             , we may, subject to certain restrictions, redeem up to     % of the original aggregate principal amount of the              and the             , as applicable, with the net cash proceeds of one or more equity offerings at a price equal to     % of the principal amount thereof, plus accrued and unpaid interest, up to but not excluding the date of redemption, provided that at least     % of the original aggregate principal amount of the              and the             , as applicable, remain outstanding after such redemption. See “Description of Certain Indebtedness—Senior Notes and Subordinated Notes.”

Affiliates of Apollo hold an economic interest in 100% of our outstanding Subordinated Notes, which will mature on February 15, 2023, pursuant to derivative arrangements entered into with a nonaffiliated third party who is the holder of 100% of the Subordinated Notes. As such, we presently anticipate that any portion of the proceeds of this Offering by the Company to redeem the Subordinated Notes, if any, would be paid, directly or indirectly, to such affiliates of Apollo.

Each $1.00 increase (decrease) in 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, would increase (decrease) the net proceeds to us from this Offering by approximately $        , assuming the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

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 $        , assuming 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, remains the same. 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. Any increase or decrease in the net proceeds would not change our intended use of proceeds.

The expected use of proceeds from this Offering represents our intentions based upon our current plans and business conditions. The amounts and timing of our actual expenditures may vary significantly depending on numerous factors and any unforeseen cash needs. As a result, management will retain broad discretion over the allocation of the net proceeds from this Offering.

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DIVIDEND POLICY

We currently expect to retain all available funds and any future earnings for use in the operation and expansion of our business. We do not currently anticipate paying dividends on our common stock following this Offering. Any declaration and payment of future dividends to holders of our common stock will be at the discretion of our Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that our Board of Directors deems relevant. Because we are a holding company and have no direct operations, we will only be able to pay dividends from our available cash on hand and any funds we receive from our subsidiaries. The terms of our indebtedness may restrict us from paying dividends, or may restrict our subsidiaries from paying dividends to us. Under Delaware law, dividends may be payable only out of surplus, which is our net assets minus our liabilities and our capital, or, if we have no surplus, out of our net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year. See “Description of Certain Indebtedness” and “Description of Capital Stock—Common Stock.”

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CAPITALIZATION

The following table sets forth cash and cash equivalents and capitalization as of September 30, 2016:

• on a historical basis; and

• on a pro forma basis to reflect (a) the sale of         shares of our common stock in this Offering at the initial public offering price of $         per share, the midpoint of the offering price range set forth on the cover page of this prospectus, providing net proceeds to us from this Offering (after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us) of approximately $         million and (b) the use of the estimated net proceeds from this Offering as described under “Use of Proceeds.”

This table should be read together with “Risk Factors,” “Use of Proceeds,” “Selected Historical Consolidated Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Unaudited Pro Forma Condensed Consolidated Financial Information” and our historical consolidated financial statements and related notes included elsewhere in this prospectus.

	As of September 30, 2016
(in millions, except share and per share data)	Historical			Pro Forma
Cash and cash equivalents	$	47.7		$
Long-term debt, including current portion:
Term loan facility, due February 2022		730.5
Revolving credit facility		—
Receivables Securitization Facility		—
10.25% Senior Notes due February 2023		222.5
10.25% Subordinated Notes due February 2023		111.8
Total debt		1,064.8
Stockholders’ equity:
Preferred stock, $0.01 par value; 100 shares authorized, zero shares issued and outstanding (historical); shares authorized,         shares issued and outstanding (pro forma)		—
Common stock, $0.01 par value; 100,000,000 shares authorized, 35,966,889 shares issued and outstanding (historical);         shares authorized, shares issued and outstanding (pro forma)		0.4
Additional paid-in capital		374.8
Accumulated deficit		(22.1	)
Total stockholders’ equity		353.1
Total capitalization	$	1,417.9		$

The table set forth above is based on the number of shares of our common stock outstanding as of September 30, 2016. The table does not reflect:

•             shares of our common stock issuable upon the exercise of options outstanding as of September 30, 2016 at a weighted average exercise price of $         per share; and

•         shares of common stock reserved for issuance under our share-based compensation plans.

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Unless otherwise indicated, the table set forth above assumes:

• no exercise of the underwriters’ option to purchase             additional shares;

• an initial public offering price of $        , which is the midpoint of the price range set forth on the cover page of this prospectus;

• the filing of our amended and restated certificate of incorporation and the adoption of our amended and restated bylaws immediately prior to the closing of this Offering; and

• the completion of a         -for-         split of our common stock, which was effectuated by the filing of the certificate of amendment to our certificate of incorporation on                 , 2017.

Each $1.00 increase (decrease) in the assumed public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus would increase (decrease) each of pro forma additional paid-in capital, total stockholders’ equity and total capitalization by approximately $         million, $         million and $         million, respectively, assuming that the number of shares offered by us, as set forth on the front cover of this prospectus, remains the same. After deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We may also increase or decrease the number of shares we are offering. Each increase of 1.0 million shares in the number of shares offered by us at an assumed public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase each of our pro forma additional paid-in capital, total stockholders’ equity and total capitalization by approximately $         million, $         million and $         million, respectively. Similarly, each decrease of 1.0 million shares in the number of shares offered by us, at an assumed offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would decrease each of our as adjusted additional paid-in capital, total stockholders’ equity and total capitalization by approximately $         million, $         million and $         million, respectively. The pro forma information discussed above is illustrative only and will be adjusted based on the actual public offering price and other terms of this Offering determined at pricing.

50

DILUTION

If you invest in our common stock, your interest will be diluted to the extent of the difference between the initial public offering price per share of our common stock and the net tangible book value per share of our common stock upon completion of this Offering. Dilution results from the fact that the per share offering price of our common stock is substantially in excess of the book value per share attributable to our existing shareholders.

Our net tangible book deficit as of September 30, 2016 was $1,235.5 million, or $34.35 per share of common stock. Net tangible book value per share represents total tangible assets less total liabilities divided by the number of shares of common stock outstanding.

After giving effect to (i) the sale by us of             shares of common stock in this Offering at the 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 estimated underwriting discounts and commissions and estimated offering expenses payable by us and (ii) the use of proceeds therefrom as set forth under the heading “Use of Proceeds,” as if each had occurred on September 30, 2016, our as adjusted net tangible book value (deficit) as of              would have been $         million, or $         per share. This amount represents an immediate dilution of $         per share to new investors, or approximately         % of the assumed public offering price of $         per share, which is the midpoint of the price range set forth on the cover page of this prospectus.

Each $1.00 increase (decrease) in 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, would increase (decrease) our as adjusted net tangible book value (deficit) after this Offering by approximately $         per share and increase (decrease) the dilution per share of common stock 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.

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

Assumed initial public offering price per share of common stock		$
Net tangible book deficit per share of common stock as of September 30, 2016	$
Increase in net tangible book value per share attributable to this Offering
As adjusted net tangible book value (deficit) per share after this Offering
Dilution per share to new investors		$

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The following table sets forth, as of September 30, 2016, the total number of shares of common stock owned by existing stockholders and to be owned by new investors, the total consideration paid to us and the average price per share paid by existing stockholders and to be paid by new investors purchasing shares of common stock in this Offering. The calculation below is based on an 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, before deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us in connection with this Offering:

	Shares Purchased				Total Consideration				Average Price per Share
	Number	Percent			Amount	Percent
	($ in millions)
Existing stockholders				%	$			%	$
New investors in this Offering				%	$			%	$
Total			100.0	%	$		100.0	%	$

A $1.00 increase (decrease) in the assumed initial offering price 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 $         million, $         million and $         per share, respectively. An increase (decrease) of 1.0 million in the number of shares offered by us 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 $         million, $         million and $         per share, respectively.

The tables and calculations above assume no exercise of outstanding options. As of September 30, 2016, there were         shares of our common stock issuable upon the exercise of options outstanding at a weighted average exercise price of $         per share. To the extent that the             outstanding options are exercised or additional options are granted, there will be further dilution to new investors purchasing common stock in this Offering. See “Description of Capital Stock.”

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table presents our selected historical consolidated financial data for all the periods presented. The selected historical consolidated statements of operations and cash flow data for the three months ended September 30, 2016 and 2015 and the selected historical consolidated balance sheet information as of September 30, 2016 have been derived from our unaudited interim consolidated financial statements, included elsewhere in this prospectus. The selected historical consolidated statements of operations and cash flow data for the fiscal year ended June 30, 2016, for the period from November 20, 2014 to June 30, 2015 (Successor), for the period from July 1, 2014 to February 1, 2015 (Predecessor) and for the fiscal year ended June 30, 2014 and the selected historical consolidated balance sheet information as of June 30, 2016 and 2015 have been derived from our audited historical consolidated financial statements, included elsewhere in this prospectus. The selected historical consolidated statements of operations and cash flow data for the years ended June 30, 2013 and 2012 and the selected historical consolidated balance sheet information as of June 30, 2014, 2013 and 2012 have been derived from our historical audited consolidated financial information, not included in this prospectus.

The unaudited interim selected historical consolidated financial data have been prepared on the same basis as the audited consolidated financial statements and, in the opinion of our management, consist only of normal and recurring adjustments necessary for a fair presentation of the information set forth herein.

On February 2, 2015, the Apollo Funds completed the Presidio Acquisition. Under the terms of the Presidio Acquisition, Presidio Holdings Inc. (the Predecessor) became a wholly owned subsidiary of Presidio, Inc. (the Successor). As a result of the Presidio Acquisition, the financial information for all periods ending on or after February 2, 2015 represent the financial information of the Successor. Periods ending prior to February 2, 2015 represent the financial information of the Predecessor. From November 20, 2014 (its date of inception) to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition.

You should read the following information together with “Risk Factors,” “Use of Proceeds,” “Capitalization” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our historical consolidated financial statements and related notes included elsewhere in this prospectus. Historical results are not necessarily indicative of the results to be expected in the future, and interim financial results are not necessarily indicative of results that may be expected for the full fiscal year.

	Predecessor											Successor
(in millions, except share and per share data)	Fiscal year ended June 30,								July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
	2012		2013			2014
Statement of operations data:
Revenue	$	1,763.8	$	2,192.4		$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	692.0		$	737.7
Cost of revenue		1,399.7		1,778.8			1,812.0			1,103.5			788.5			2,174.3			555.1			589.1
Gross margin		364.1		413.6			454.0			289.3			197.0			540.6			136.9			148.6
Operating expenses		308.0		334.3			362.5			262.5			186.4			441.7			100.2			118.3
Operating income		56.1		79.3			91.5			26.8			10.6			98.9			36.7			30.3
Interest expense		32.4		33.1			34.3			21.4			46.7			81.9			20.2			20.7
Loss on disposal of business		—		—			—			—			—			6.8			—			—
Loss on extinguishment of debt		—		2.9			2.7			7.5			0.7			9.7			0.1			—
Other (income) expense, net		2.2		(1.9	)		(2.4	)		(0.2	)		0.1			0.1			(0.1	)		—
Total interest and other (income) expense		34.6		34.1			34.6			28.7			47.5			98.5			20.2			20.7
Income (loss) before income taxes		21.5		45.2			56.9			(1.9	)		(36.9	)		0.4			16.5			9.6
Income tax expense (benefit)		10.7		18.4			24.4			3.2			(12.6	)		3.8			6.8			4.0
Net income (loss)	$	10.8	$	26.8		$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	9.7		$	5.6

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	Predecessor												Successor
(in millions, except share and per share data)	Fiscal year ended June 30,									July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
	2012			2013			2014
Earnings (loss) per share:
Basic				$	0.05		$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)	$	0.28		$	0.16
Diluted				$	0.05		$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)	$	0.27		$	0.15
Weighted average shares used to compute net earnings (loss) per share:
Basic					560,416,333			561,829,775			561,886,602			35,005,269			35,558,981			35,245,974			35,966,235
Diluted					570,097,325			572,656,299			561,886,602			35,005,269			35,558,981			35,906,253			36,940,763
Statement of cash flows data:
Net cash provided by (used in) operating activities	$	29.0		$	46.2		$	53.3		$	74.5		$	(1.8	)	$	85.6		$	10.3		$	20.8
Net cash used in investing activities		(186.1	)		(65.8	)		(74.4	)		(71.3	)		(678.9	)		(322.0	)		(19.2	)		(34.0	)
Net borrowings (repayments) on floor plan facility		(0.5	)		24.6			20.5			(29.0	)		50.8			20.9			10.4			4.9
Other financing activities		139.4			(6.2	)		0.5			24.3			718.2			160.2			(22.2	)		23.0
Net cash provided by (used in) financing activities		138.9			18.4			21.0			(4.7	)		769.0			181.1			(11.8	)		27.9
Net increase (decrease) in cash and cash equivalents	$	(18.2	)	$	(1.2	)	$	(0.1	)	$	(1.5	)	$	88.3		$	(55.3	)	$	(20.7	)	$	14.7
Other financial data:
Adjusted Revenue (1)	$	1,648.1		$	2,082.6		$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	665.5		$	738.0
Adjusted EBITDA (2)	$	126.9		$	148.9		$	167.0		$	116.2		$	68.6		$	211.1		$	59.3		$	58.2
Adjusted EBITDA margin (2)(3)		7.7	%		7.1	%		7.8	%		8.8	%		7.3	%		7.9	%		8.9	%		7.9	%
Adjusted Net Income (4)	$	55.4		$	73.6		$	81.7		$	58.6		$	13.4		$	81.2		$	24.1		$	24.5
Adjusted Net Income per share:
Basic				$	0.13		$	0.15		$	0.10		$	0.38		$	2.28		$	0.68		$	0.68
Diluted				$	0.13		$	0.14		$	0.10		$	0.38		$	2.23		$	0.67		$	0.66
Weighted average shares used to compute Adjusted Net Income per share:
Basic					560,416,333			561,829,775			561,886,602			35,005,269			35,558,981			35,245,974			35,966,235
Diluted					570,097,325			572,656,299			593,353,683			35,655,707			36,415,101			35,906,253			36,940,763

	Predecessor						Successor
	As of June 30,						As of     June 30,				As of September 30,
(in millions, except per share data)	2012		2013		2014		2015		2016		2016
Balance sheet data:
Cash and cash equivalents	$	9.8	$	8.6	$	8.5	$	88.3	$	33.0	$	47.7
Total assets		1,506.6		1,505.5		1,545.0		2,444.4		2,623.1		2,678.6
Total long-term debt		446.4		413.3		618.7		933.7		1,038.0		1,032.6
Total liabilities		1,214.8		1,188.7		1,448.5		2,108.6		2,276.2		2,325.5
Total stockholders’ equity		291.8		316.8		96.5		335.8		346.9		353.1
Cash dividends declared per common share	$	—	$	—	$	0.46	$	—	$	—	$	—

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(1) We define Adjusted Revenue as revenue adjusted to exclude (i) revenue generated by disposed businesses and (ii) noncash purchase accounting adjustments to revenue as a result of our acquisitions. The following table presents a reconciliation of Adjusted Revenue from Revenue.

	Predecessor												Successor
(in millions)	Fiscal year ended June 30,									July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
	2012			2013			2014
Revenue	$	1,763.8		$	2,192.4		$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	692.0		$	737.7
Adjustments:
Revenue from disposed business (a)		(115.7	)		(109.8	)		(116.1	)		(69.4	)		(46.0	)		(32.8	)		(27.1	)		—
Purchase accounting adjustments (b)		—			—			—			—			1.3			1.6			0.6			0.3
Total adjustments		(115.7	)		(109.8	)		(116.1	)		(69.4	)		(44.7	)		(31.2	)		(26.5	)		0.3
Adjusted Revenue	$	1,648.1		$	2,082.6		$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	665.5		$	738.0

(a) “Revenue from disposed business” represents the removal of the historical revenue of Atlantix prior to the sale of the business.

(b) “Purchase accounting adjustments” include the noncash reduction to revenue associated with deferred revenue step down fair value adjustments in connection with purchase accounting.

(2) We define Adjusted EBITDA as net income (loss) plus (i) total depreciation and amortization, (ii) interest and other (income) expense and (iii) income tax expense (benefit), as further adjusted to eliminate noncash share-based compensation expense, purchase accounting adjustments, transaction costs, other costs and earnings from disposed business. The following table presents a reconciliation of Adjusted EBITDA from Net income (loss).

	Predecessor												Successor
(in millions)	Fiscal year ended June 30,									July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
	2012			2013			2014
Adjusted EBITDA Reconciliation:
Net income (loss)	$	10.8		$	26.8		$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	9.7		$	5.6
Total depreciation and amortization (a)		53.5			56.8			50.6			24.9			32.1			81.7			19.4			21.8
Interest and other (income) expense		34.6			34.1			34.6			28.7			47.5			98.5			20.2			20.7
Income tax expense (benefit)		10.7			18.4			24.4			3.2			(12.6	)		3.8			6.8			4.0
EBITDA		109.6			136.1			142.1			51.7			42.7			180.6			56.1			52.1
Adjustments:
Share-based compensation expense		5.1			2.8			5.5			20.1			1.0			2.2			0.6			0.5
Purchase accounting adjustments (b)		—			—			—			—			4.9			3.9			1.3			0.4
Transaction costs (c)		12.8			6.8			14.8			42.6			21.3			20.6			2.3			3.4
Other costs (d)		3.4			9.6			13.0			4.5			1.9			5.6			1.0			1.8
Earnings from disposed business (e)		(4.0	)		(6.4	)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(2.0	)		—
Total adjustments		17.3			12.8			24.9			64.5			25.9			30.5			3.2			6.1
Adjusted EBITDA	$	126.9		$	148.9		$	167.0		$	116.2		$	68.6		$	211.1		$	59.3		$	58.2

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(a) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(b) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

(c) “Transaction costs” (1) of $12.8 million for the fiscal year ended June 30, 2012 includes acquisition-related expenses of $3.4 million related to stay and retention bonuses, $1.6 million related to severance charges, and $7.8 million related to transaction-related legal, accounting and tax fees; (2) of $6.8 million for the fiscal year ended June 30, 2013 includes acquisition-related expenses of $1.9 million related to stay and retention bonuses, $0.2 million related to severance charges, $2.4 million related to transaction-related legal, accounting and tax fees and $2.3 million related to professional fees and expenses associated with debt refinancings; (3) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (4) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (5) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (6) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (7) of $2.3 million for the three months ended September 30, 2015 includes acquisition-related expenses of $0.4 million related to stay and retention bonuses, $0.5 million related to severance charges, $0.3 million related to transaction-related advisory and diligence fees and $1.1 million related to transaction-related legal, accounting and tax fees; and (8) of $3.4 million for the three months ended September 30, 2016 includes acquisition-related expenses of $1.5 million related to stay and retention bonuses, $1.7 million related to transaction-related advisory and diligence fees and $0.2 million related to transaction-related legal, accounting and tax fees.

(d) “Other costs” (1) of $3.4 million for the fiscal year ended June 30, 2012 includes expenses of $2.4 million related to payments to our former sponsor for advisory and consulting services and $1.0 million related to certain acquisition-related integration and related costs; (2) of $9.6 million for the fiscal year ended June 30, 2013 includes expenses of $0.8 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $1.6 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $4.7 million related to certain acquisition-related integration and related costs; (3) of $13.0 million for the fiscal year ended June 30,

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2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (4) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (5) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (6) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (7) of $1.0 million for the three months ended September 30, 2015 includes expenses of $0.3 million associated with the integration of previously acquired managed services platforms into one system, $0.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.3 million; and (8) of $1.8 million for the three months ended September 30, 2016 represents costs incurred in the development of our new cloud service offerings.

(e) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(3) Adjusted EBITDA margin represents the ratio of Adjusted EBITDA to Adjusted Revenue.

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(4) We define Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of intangible assets, (ii) amortization of debt issuance costs, (iii) losses recognized on the disposal of business, (iv) losses on extinguishment of debt, (v) noncash share-based compensation expense, (vi) purchase accounting adjustments, (vii) transaction costs, (viii) other costs, (ix) earnings from disposed business and (x) the income tax impact associated with the foregoing items and adjusted for (1) the impact of permanently nondeductible expenses, (2) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions and (3) the impact of discrete tax items. The following table presents a reconciliation of Adjusted Net Income from Net income (loss).

	Predecessor												Successor
(in millions)	Fiscal year ended June 30,									July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
	2012			2013			2014
Adjusted Net Income reconciliation:
Net income (loss)	$	10.8		$	26.8		$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	9.7		$	5.6
Adjustments:
Amortization of intangible assets		43.4			45.3			38.3			18.3			26.4			67.2			15.9			18.4
Amortization of debt issuance costs		4.6			4.7			4.4			2.4			2.7			7.6			1.7			1.7
Loss on disposal of business		—			—			—			—			—			6.8			—			—
Loss on extinguishment of debt		—			2.9			2.7			7.5			0.7			9.7			0.1			—
Share-based compensation expense		5.1			2.8			5.5			20.1			1.0			2.2			0.6			0.5
Purchase accounting adjustments (a)		—			—			—			—			4.9			3.9			1.3			0.4
Transaction costs (b)		12.8			6.8			14.8			42.6			21.3			20.6			2.3			3.4
Other costs (c)		3.4			9.6			13.0			4.5			1.9			5.6			1.0			1.8
Earnings from disposed business (d)		(4.0	)		(6.4	)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(2.0	)		—
Income tax impact of adjustments (e)		(20.7	)		(18.9	)		(21.1	)		(29.0	)		(18.0	)		(37.2	)		(6.5	)		(7.3	)
Total adjustments		44.6			46.8			49.2			63.7			37.7			84.6			14.4			18.9
Adjusted Net Income	$	55.4		$	73.6		$	81.7		$	58.6		$	13.4		$	81.2		$	24.1		$	24.5

(a) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

(b) “Transaction costs” (1) of $12.8 million for the fiscal year ended June 30, 2012 includes acquisition-related expenses of $3.4 million related to stay and retention bonuses, $1.6 million related to severance charges, and $7.8 million related to transaction-related legal, accounting and tax fees; (2) of $6.8 million for the fiscal year ended June 30, 2013 includes acquisition-related expenses of $1.9 million related to stay and retention bonuses, $0.2 million related to severance charges, $2.4 million related to transaction-related legal, accounting and tax fees and $2.3 million related to professional fees and expenses associated with debt refinancings; (3) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (4) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related

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expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to acquisition-related severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (5) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (6) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (7) of $2.3 million for the three months ended September 30, 2015 includes acquisition-related expenses of $0.4 million related to stay and retention bonuses, $0.5 million related to severance charges, $0.3 million related to transaction-related advisory and diligence fees and $1.1 million related to transaction-related legal, accounting and tax fees; and (8) of $3.4 million for the three months ended September 30, 2016 includes acquisition-related expenses of $1.5 million related to stay and retention bonuses, $1.7 million related to transaction-related advisory and diligence fees and $0.2 million related to transaction-related legal, accounting and tax fees.

(c) “Other costs” (1) of $3.4 million for the fiscal year ended June 30, 2012 includes expenses of $2.4 million related to payments to our former sponsor for advisory and consulting services and $1.0 million related to certain acquisition-related integration and related costs; (2) of $9.6 million for the fiscal year ended June 30, 2013 includes expenses of $0.8 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $1.6 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $4.7 million related to certain acquisition-related integration and related costs; (3) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (4) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (5) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (6) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (7) of $1.0 million for the three months ended September 30, 2015 includes expenses of $0.3 million associated with the integration of previously acquired managed services platforms into

59

one system, $0.4 million related to certain costs non-recurring incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.3 million; and (8) of $1.8 million for the three months ended September 30, 2016 represents costs incurred in the development of our new cloud service offerings.

(d) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(e) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at the Company’s average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for taxes purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items, such as the remeasurement of deferred tax liabilities, due to state rate changes and write off of deferred tax assets resulting from reorganizations.

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UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

The following unaudited pro forma condensed consolidated financial information and explanatory notes give effect to the completion of this Offering (assuming the issuance and sale by the Company of         shares of common stock at an offering price of $         per share, which represents the midpoint of the price range set forth on the cover page of this prospectus, generating estimated net proceeds of $         million after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us), further adjusted for the use of the proceeds from this Offering as described in the section entitled “Use of Proceeds.” The following unaudited pro forma condensed consolidated financial information and explanatory notes do not give effect to (i) the incurrence of the February 2016 Incremental Term Loan or the May 2016 Incremental Term Loan, (ii) the incurrence and subsequent refinancing of the February 2016 Credit Agreement, (iii) the capitalization of, amortization of or write off of any unamortized deferred financing fees associated therewith or (iv) the full-year effect of the Netech Acquisition. See “Description of Certain Indebtedness.”

The historical consolidated financial information of the Company as of and for the three months ended September 30, 2016 has been derived from our unaudited interim financial statements included elsewhere in this prospectus. The historical consolidated financial information of the Company for the fiscal year ended June 30, 2016 has been derived from our audited consolidated financial statements included elsewhere in this prospectus.

The unaudited pro forma condensed consolidated balance sheet gives effect to transactions as if they had occurred on September 30, 2016 to the extent they have not been fully reflected in the historical consolidated financial statements. The unaudited pro forma condensed consolidated statement of operations for the three months ended September 30, 2016 gives effect to the transactions described above as if they had occurred on July 1, 2015. The unaudited pro forma condensed consolidated statement of operations for the fiscal year ended June 30, 2016 gives effect to the transactions described above as if they had occurred on July 1, 2015. The unaudited pro forma financial information set forth below is based upon available information and assumptions that we believe are reasonable. The historical financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the above transactions occurred on the dates indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of our future financial condition or results of operations. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the information included under the headings “Selected Historical Consolidated Financial Data,” “Capitalization,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Use of Proceeds,” “Description of Capital Stock” and the consolidated financial statements and related notes of the Company included elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed consolidated financial information.

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Presidio, Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2016

(in millions, except for share and per share data)

	Historical			Offering (1)		Pro Forma
Assets
Current Assets
Cash and cash equivalents	$	47.7			1(a)	$
Accounts receivable, net		476.7
Unbilled accounts receivable		155.5
Financing receivables, current portion		85.6
Prepaid expenses and other current assets		133.3
Inventory		37.1
Total current assets		935.9
Property and equipment, net		33.2
Equipment under operating leases, net		2.6
Financing receivables, less current portion		111.4
Goodwill		781.5
Identifiable intangible assets, net		807.1
Other assets		6.9
Total assets	$	2,678.6				$
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt	$	7.4				$
Accounts payable – trade		439.1
Accounts payable – floor plan		228.2
Accrued expenses and other current liabilities		155.0			1(b)
Discounted financing receivables, current portion		78.0
Total current liabilities		907.7
Long-term debt, net of debt issuance costs and current maturities		1,025.2			1(c)
Discounted financing receivables, less current portion		94.5
Deferred income tax liabilities		283.4
Other liabilities		14.7
Total liabilities		2,325.5
Stockholders’ Equity
Preferred stock; $0.01 par value; 100 shares authorized, zero shares issued and outstanding (historical);         shares authorized,         shares issued and outstanding (pro forma)
Common stock; $0.01 par value; 100,000,000 shares authorized, 35,966,889 shares issued and outstanding (historical);         shares authorized,         shares issued and outstanding (pro forma)		0.4			1(d)
Additional paid-in capital		374.8			1(d)
Accumulated deficit		(22.1	)		1(e)
Total stockholders’ equity		353.1
Total liabilities and stockholders’ equity	$	2,678.6				$

The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Consolidated balance sheet.

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Presidio, Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

Three Months Ended September 30, 2016

(in millions, except for share and per share data)

	Historical		Offering (1)		Pro Forma
Revenue
Product	$	626.4			$
Service		111.3
Total revenue		737.7
Cost of revenue
Product		499.5
Service		89.6
Total cost of revenue		589.1
Gross margin		148.6
Operating expenses
Selling expenses		67.5
General and administrative expenses		27.0
Transaction costs		3.4		1(f)
Depreciation and amortization		20.4
Total operating expenses		118.3
Operating income		30.3
Interest and other (income) expense
Interest expense		20.7		1(g)
Other (income) expense, net		—
Total interest and other (income) expense		20.7
Income before income taxes		9.6
Income tax expense		4.0		1(h)
Net income	$	5.6			$
Earnings per share
Basic	$	0.16				1(i)
Diluted	$	0.15				1(i)
Weighted average shares
Basic		35,966,235				1(i)
Diluted		36,940,763				1(i)

The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Consolidated statement of operations.

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Presidio, Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations Fiscal Year Ended June 30, 2016 (in millions, except for share and per share data)

	Historical			Offering (1)		Pro Forma
Revenue
Product	$	2,319.8				$
Service		395.1
Total revenue		2,714.9
Cost of revenue
Product		1,866.5
Service		307.8
Total cost of revenue		2,174.3
Gross margin		540.6
Operating expenses
Selling expenses		248.2
General and administrative expenses		96.9
Transaction costs		20.6			1(j)
Depreciation and amortization		76.0
Total operating expenses		441.7
Operating income		98.9
Interest and other (income) expense
Interest expense		81.9			1(k)
Loss on disposal of business		6.8
Loss on extinguishment of debt		9.7
Other (income) expense, net		0.1
Total interest and other (income) expense		98.5
Income before income taxes		0.4
Income tax expense		3.8			1(l)
Net loss	$	(3.4	)			$
Loss per share
Basic	$	(0.10	)				1(m)
Diluted	$	(0.10	)				1(m)
Weighted average shares
Basic		35,558,981					1(m)
Diluted		35,558,981					1(m)

The accompanying notes are an integral part of this Unaudited Pro Forma Condensed Consolidated statement of operations.

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NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

1. Offering

Unaudited Pro Forma Condensed Consolidated Balance Sheet

a) Reflects the pro forma net adjustment of a $         million increase to cash and cash equivalents to reflect estimated net proceeds of approximately $         million from this Offering and the pro forma net adjustment of a $         million decrease to cash and cash equivalents to reflect the repayment or redemption of principal and accrued interest on $         million of indebtedness. Net proceeds are net of fees and expenses.

b) Reflects the pro forma net adjustment of $         million to accrued expenses and other liabilities to (i) reflect the payment of accrued interest under indebtedness repaid or redeemed, if any, upon consummation of this Offering and (ii) the payment of accrued initial public offering costs upon the consummation of this Offering.

c) (i) Reflects the pro forma net adjustment of $         million to long-term debt, net of debt issuance costs and current maturities to reflect the write off of unamortized debt issuance costs associated with the repayment of indebtedness as described in note 1(a) above and (ii) reflects the pro forma net adjustment of $          million to long-term debt, net of debt issuance costs and current maturities to reflect the repayment or redemption of $             million in aggregate principal amount of our indebtedness.

d) Reflects the pro forma net adjustment of $         million and $         million to common stock and additional paid-in capital, respectively, to reflect (i) the issuance of             shares of common stock in this Offering and the application of $         million in net proceeds to us from the sale of such shares to repay certain indebtedness as described in note 1(a) above, (ii) the         -for-         split of our common stock, which was effectuated by the filing of the certificate of amendment to our certificate of incorporation on                 , 2017 and (iii) the recognition of share-based compensation for Tranches B and C, associated with the stock options discussed in Note 15 of the historical consolidated financial statements as of and for the fiscal year ended June 30, 2016.

e) Reflects the pro forma adjustments to accumulated deficit for the following items:

	Three Months Ended September 30, 2016
Performance-based stock option expense (1)
Transaction costs (2)
Interest expense (3)
Loss on extinguishment of debt (4)
Income tax expense (benefit) (5)
Total pro forma adjustment to accumulated deficit

(1) Reflects the pro forma adjustment to increase accumulated deficit related to the share-based compensation expense for Tranches B and C, associated with the stock options discussed in Note 15 of the historical consolidated financial statements as of and for the fiscal year ended June 30, 2016, which has been recognized in connection with this Offering due to the performance condition being deemed probable.

(2) Reflects the pro forma adjustment to increase accumulated deficit for transaction costs directly attributable to this Offering that are not reflected in the historical statement of operations.

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(3) Reflects the pro forma adjustment to decrease accumulated deficit for the reduction to interest expense associated with outstanding indebtedness repaid with the net proceeds from this Offering.

(4) Reflects the pro forma adjustment to increase accumulated deficit associated with the loss on extinguishment of debt resulting from (i) the write off of debt issuance costs described in 1(c) above and (ii) the recognition of the premium paid on indebtedness to be repaid or redeemed, if any, with the net proceeds of this Offering.

(5) Reflects the pro forma adjustment to income tax expense (benefit) attributable to pro forma adjustments assuming the Company’s blended federal and state income tax rate in effect during the fiscal year ended June 30, 2016 of 39.0% was in effect for the entire period. We expect our effective tax rate to vary from these estimated statutory tax rates in future years.

Any decrease in net proceeds from the amount set forth in 1(a) above would decrease the amount of cash and cash equivalents on our balance sheet. An increase in net proceeds from the amount set forth in 1(a) above would increase the amount of cash and cash equivalents on our balance sheet.

Unaudited Pro Forma Condensed Consolidated Statements of Operations

As described in 1(e) above, we expect to recognize certain expenses in connection with the Offering. These expenses include certain non-recurring charges that have not been adjusted in the unaudited pro forma condensed consolidated statements of operations including (i) $         million of share-based compensation expense for Tranches B and C, associated with the stock options discussed in Note 15 of the historical consolidated financial statements as of and for the fiscal year ended June 30, 2016 and (ii) $         million of loss on extinguishment of debt resulting from (i) the write off of $         million of debt issuance costs described in 1(c) above and (ii) the recognition of the $         million premium paid on the indebtedness to be repaid or redeemed, if any, with the net proceeds of this Offering.

f) Reflects the pro forma adjustment to eliminate transaction costs directly attributable to this Offering for the three months ended September 30, 2016.

g) Reflects the pro forma adjustment to eliminate interest expense associated with outstanding indebtedness repaid with proceeds from this Offering for the three months ended September 30, 2016.

h) The amount of income tax expense (benefit) attributable to the pro forma adjustments is computed by applying the Company’s blended U.S. statutory federal and state income tax rates to income (loss) before income taxes. The blended U.S. statutory federal and state income tax rate assumed to be in effect during the three months ended September 30, 2016 was 39.0%.

i) The weighted average shares outstanding used to compute basic and diluted earnings per share have been adjusted to give effect to the issuance of shares of common stock in this Offering, based on an 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, as well as the         -for-         split of our common stock, which was effectuated by the filing of the certificate of amendment to our certificate of incorporation on                 , 2017.

j) Reflects the pro forma adjustment to eliminate transaction costs directly attributable to this Offering for the fiscal year ended June 30, 2016.

k) Reflects the pro forma adjustment to eliminate interest expense associated with outstanding indebtedness repaid with proceeds from this Offering for the fiscal year ended June 30, 2016.

l) The amount of income tax expense (benefit) attributable to the pro forma adjustments is computed by applying the Company’s blended U.S. federal and state statutory income tax rates to income (loss) before income taxes. The blended U.S. federal and state statutory income tax rate assumed to be in effect during the fiscal year ended June 30, 2016 was 39.0%.

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m) The weighted average shares outstanding used to compute basic and diluted loss per share have been adjusted to give effect to the issuance of shares of common stock in this Offering, based on an 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, as well as the         -for-         split of our common stock, which was effectuated by the filing of the certificate of amendment to our certificate of incorporation on                 , 2017.

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

You should read the following discussion in conjunction with the historical consolidated financial statements of Presidio, Inc. and its subsidiaries and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the “Risk Factors” section. Our actual results may differ materially from those contained in any forward-looking statements.

Overview

Presidio is a leading provider of IT solutions to the middle market in North America. We enable business transformation through our expertise in IT solutions, with a specific focus on Digital Infrastructure, Cloud and Security solutions. Our solutions are delivered through a broad suite of professional services including strategy, consulting, design and implementation. We complement our professional services with project management, technology acquisition, managed services, maintenance and support to offer a full lifecycle model. Our services-led lifecycle model leads to ongoing client engagement. As of June 30, 2016, we served approximately 7,000 middle-market, large and government organizations across a diverse range of industries.

We develop and maintain our long-term client relationships through a localized direct sales force of over 500 employees based in over 60 offices across the United States as of June 30, 2016. As a strategic partner and trusted advisor to our clients, we provide the expertise necessary to implement new solutions, as well as optimize and better leverage existing IT resources. We provide strategy, consulting, design, customized deployment, integration and lifecycle management through our team of approximately 1,600 engineers as of June 30, 2016, enabling us to architect and manage the ideal IT solutions for our clients. Our local delivery model, combining relationship managers and expert engineering teams, allows us to win and expand our client relationships.

We have three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Within these areas, we offer customers enterprise-class solutions that are critical to driving digital transformation and expanding business capabilities. Examples of our solutions include advanced networking, IoT, data analytics, data center modernization, hybrid and multi-cloud, cyber risk management and enterprise mobility. These solutions are enabled by our expertise in foundational technologies, built upon our investments in network, data center, security, collaboration and mobility.

Digital Infrastructure Solutions: Our enterprise-class Digital Infrastructure solutions enable clients to deploy IT infrastructure that is cloud-flexible, mobile-ready, secure and insight-driven. We also make clients’ existing IT infrastructure more efficient and flexible for emerging technologies. Within Digital Infrastructure, we are focused on networking, collaboration, enterprise mobility, IoT and data analytics. Given the millions of potential configurations across technologies, our clients rely on our expertise to simplify the highly complex IT landscape.

Cloud Solutions: Companies are increasingly turning to us for help with their cloud strategy and adoption. We combine our highly specialized cloud professional services with our deep experience in cloud-managed services, converged infrastructure, server, storage, support and capacity-on-demand economic models to provide a complete lifecycle of cloud infrastructure solutions for our clients. Our proprietary tools, technical expertise and vendor-agnostic approach help our customers accelerate and simplify cloud adoption across the entire IT lifecycle.

Security Solutions: We use a risk-based security consulting methodology to assess, design, implement, manage and maintain information security solutions that protect our customers’ critical business data and protects against loss of client loyalty, corporate reputation and disruptions in ongoing operations. We offer cyber risk management, infrastructure security and managed security solutions to our clients. Through our NGRM, we

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provide comprehensive risk assessments, detailed reporting, ongoing reviews, process and program development, and training services. NGRM ensures that identified vulnerabilities are mitigated and business risk has been properly addressed. Because our customers’ infrastructures are constantly changing, our NGRM offering is structured as a recurring service with regular periodic assessments of the current security posture combined with ongoing monitoring and surveillance through our 7x24 Security Operations Centers. Our experience spans all major verticals including retail, education, healthcare, government, banking, pharmaceutical and others. We have expertise with HIPAA, PCI DSS, FISMA, the Sarbanes-Oxley Act and others. We help our clients design and implement information security programs consistent with industry best practices and comply with the regulatory mandates of their specific vertical that are flexible enough to help ensure information security in an ever-changing risk environment. Findings, recommendations and real time security posture status, including our proprietary Risk Management Score, are provided through a 7x24 portal that is accessible by our clients and is updated with the up to date vulnerabilities identified by several industry sources.

We help our clients establish both technical and non-technical security controls and practices to prevent, detect, correct and minimize the risk of loss or damage to information resources, disruption of access to information resources, and unauthorized disclosure of information. In addition to our NGRM program, we offer options for security strategy program development, security awareness training, technology exposure assessments and incident response.

Factors Affecting Our Operating Performance

We believe that the financial performance of our business and our future success are dependent upon many factors, including those highlighted in this section. Our operating performance will depend upon many variables, including the success of our growth strategies and the timing and size of investments and expenditures that we choose to undertake, as well as market growth and other factors that are not within our control.

Macroeconomic environment: Weak economic conditions generally, U.S. federal or other government spending cuts, a rising interest rate environment, uncertain tax and regulatory policies, weakening business confidence or a tightening of credit markets could cause our clients and potential clients to postpone or reduce spending on technology solutions, products or services. Our clients are diverse, including both public and private sector parties, but any long-term, severe or sustained economic downturn may adversely affect all of our clients.

Competitive markets: We believe that we are uniquely positioned to take advantage of the markets in which we operate because of our expertise and specialization. We focus on the middle-market segment of the IT Services market. Since most large-scale IT Service providers focus on larger enterprises and because smaller regional competitors are typically unable to provide end-to-end solutions, we believe the middle market is underpenetrated and underserved. Strategic and investment decisions by our competitors may affect our operating performance.

Delivery of complex technology solutions: Our vendor agnostic approach to the market allows us to develop optimal IT solutions for our clients based on what we view as the best mix of technologies. We deliver our end-to-end solutions through a full lifecycle model, which combines consulting, engineering, managed services, and technology to give us a significant competitive advantage compared to other IT providers. Our ability to effectively manage project engagements, including logistics, product availability, client requirements, engineering resources, and service levels, will affect our financial performance.

Vendor relationships: We are focused on developing and strengthening our relationships with OEMs. We partner with OEMs to deploy product offerings. Pricing and incentive programs are subject to change. While we maintain existing relationships with large vendors, there is no guarantee that our vendor partners will continue to develop or produce information technology products that are popular with our clients. We maintain the ability to evolve our vendor relationships as necessary to respond to market trends.

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Seasonality: Our results may be affected by slight variances as a result of seasonality we may experience across our business. This seasonality is typically driven by budget cycles and spending patterns across our diverse client base. For example, our local, state and federal government clients operate on an annual budget cycle, most often on the basis of a fiscal year that begins October 1. Our private sector clients operate on an annual budget cycle, most often on the basis of a fiscal year that begins January 1. It is not uncommon to experience a higher level of contract awards, funding actions and overall government and private demand for services in the final months and weeks of the government and private fiscal years, respectively. Consequently, our revenue in the first and second quarters of our fiscal year may be greater than revenue recognized in the third and fourth quarters of our fiscal year.

Components of Results of Operations

There are a number of factors that impact the revenue and margin profile of the solutions we provide, including, but not limited to, solution and technology complexity, technical expertise requiring the combination of products and value-added services provided as well as other elements that may be specific to a particular engagement.

Revenue and cost of revenue: Revenue from the sale of our solutions is primarily comprised of the sale of third-party products, software and maintenance along with the sale of Company and third-party services. We separately present product revenue and service revenue, along with the associated cost of revenue, in our consolidated statements of operations.

Product revenue: Our product revenue includes:

Revenue for hardware and software: Revenue from the sale of hardware and software products is generally recognized on a gross basis with the selling price to the client recorded as revenue and the acquisition cost of the product recorded as cost of revenue, net of vendor rebates. Revenue is generally recognized when the title and risk of loss are passed to the client. Hardware and software items can be delivered to clients in a variety of ways including as physical products shipped from our warehouse, via drop-shipment by the vendor or supplier, or via electronic delivery for software licenses.

Revenue for maintenance contracts: Revenue from the sale of third-party maintenance contracts is recognized net of the related cost of revenue. In a third-party maintenance contract, all services are provided by our third-party providers and as a result, we are acting as an agent and recognize revenue on a net basis at the date of sale, with revenue being equal to the gross margin on the transaction. As we are under no obligation to perform additional services, revenue is recognized at the time of sale as opposed to over the life of the maintenance agreement.

Revenue from leasing arrangements: Revenue recognition for information technology hardware and software products leased to clients is based on the type of the lease. Each lease is classified as either a direct financing lease, sales-type lease or operating lease. The majority of our leases are sales-type leases. At the inception of a sales-type lease, the present value of the non-cancelable rentals is recorded as revenue and equipment costs, less the present value of the estimated residual values, are recorded in cost of revenue. At the inception of an operating lease, the equipment assigned to the lease is recorded at cost as equipment under operating leases in our consolidated balance sheets and is depreciated on a straight-line basis over its useful life. Monthly payments are recorded as revenue within our consolidated statements of operations, with the depreciation expense associated with the equipment recorded in cost of product revenue.

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Service revenue: Our service revenue includes consulting and integration services, project management, managed services and support services.

Revenue for professional services: Revenue for professional services is generally recognized as the services are performed. For time and material service contracts, revenue is recognized at the contractual hourly rates for the hours performed during the period. For fixed price service contracts, revenue is recognized on a proportional performance method based on the labor hours completed compared to the total estimated hours for the scope of work with contract and revenue accrued or deferred as appropriate. Cost of revenue associated with professional services includes the compensation, benefits and other costs associated with our delivery and project management engineering team, as well as costs charged by subcontractors.

Revenue for managed services: Revenue for managed services is generally recognized on a straight-line basis over the term of the arrangement. We may incur upfront costs associated with professional and managed services including, but not limited to, purchasing maintenance arrangements and software licenses. These costs are initially deferred as prepaid expenses or other assets and expensed over the period that services are being provided as cost of revenue. In addition, cost of revenue includes the compensation, benefits and other costs associated with our managed services engineering team, costs charged by subcontractors and depreciation of the software used to deliver our managed services.

Gross margin: Our product gross margin is impacted by the complexity of hardware and software sold in our solutions, as well as the mix of third-party maintenance contracts. As described previously, our third-party maintenance sales are recognized on a net basis, resulting in the gross margin being recognized as revenue. Accordingly, higher attach rates of maintenance contracts to the sale of hardware and more successful renewals of expiring contracts have a significant favorable impact to our gross margin percentage.

Our service gross margin is primarily impacted by our ability to deliver on fixed price professional services engagements within scope, the ability to keep our delivery engineers utilized and the hourly bill rate charged to clients. The complexity of the solutions sold to our clients may require specialized engineering capabilities that can favorably impact the bill rate we charge. Our service revenue also includes third-party services. Generally, a higher mix of professional services delivered by our delivery engineers has a favorable impact on service gross margin. In addition, our managed services gross margins are favorably impacted by our ability to negotiate longer contracts with our clients, as well as renewing contracts that expire at a high rate. Generally, a higher percentage of our overall revenue relates to services sold to our clients when the technology complexity of our solutions increases. Accordingly, our gross margins are favorably impacted by our ability to deliver more complex solutions, which include professional and managed services.

Operating expenses: Our operating expenses include selling expenses, general and administrative expenses, transaction costs, and depreciation and amortization.

Selling expenses are comprised of compensation (including share-based compensation), variable incentive pay and benefits related to our sales personnel along with travel expenses and other employee related costs. Variable incentive pay is largely driven by our gross margin performance. We expect selling expenses to increase as a result of higher gross margin, as well as continued investment in our direct and indirect sales resources.

General and administrative expenses are comprised of compensation (including share-based compensation) and benefits of administrative personnel, including variable incentive pay and other administrative costs such as facilities expenses, professional fees and bad debt expense. We expect general and administrative expenses to increase due to our growth and the incremental costs associated with being a public company. However, on a forward-looking basis, we generally expect general and administrative expenses to decline as a percentage of our total revenue as we realize the benefits of scale.

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Transaction costs include acquisition-related expenses (such as stay and retention bonuses), severance charges, advisory and diligence fees, transaction-related legal, accounting, and tax fees, as well as professional fees and related out-of-pocket expenses associated with refinancing of debt and credit agreements. As a result of the transactions described in this prospectus, we expect transaction costs to be higher in the fiscal year ended June 30, 2017.

Depreciation and amortization primarily includes the amortization of acquired intangible assets associated with our acquisitions.

Total interest and other (income) expense: Total interest and other (income) expense primarily includes interest expense associated with our outstanding debt. In addition, we include losses on extinguishment of debt and other noncash gains or losses within total interest and other (income) expense.

History

Known originally as Integrated Solutions, Presidio was capitalized by an investor group in 2003 to address the need for an elite professional services firm that was focused on providing advanced technology solutions to middle-market businesses. Our early focus was to expand our regional presence and skill set expertise through both organic and acquisitive growth. By 2010, we had completed six acquisitions that complemented our core competencies, helping expand Presidio’s presence to 33 offices in 18 states.

On February 2, 2015, the Apollo Funds acquired Presidio Holdings Inc., at which time Presidio Holdings Inc. became a direct wholly owned subsidiary of the Company. We applied the acquisition method of accounting that created a new basis of accounting for the Company as of that date. Our financial results with periods ending prior to February 2, 2015, have been termed those of “Predecessor,” while the financial results with periods ending subsequent to February 2, 2015, have been termed those of “Successor.”¹⁰ See Note 1 to the historical consolidated financial statements included elsewhere in this prospectus for additional disclosures.

On November 23, 2015, we acquired certain assets and assumed certain liabilities of Sequoia. The acquisition of Sequoia, a firm with cloud consulting and integration domain expertise, allowed us to provide hybrid cloud strategies and service delivery models for our clients.

On February 1, 2016, we acquired certain assets and assumed certain liabilities of Netech (the “Netech Acquisition”). The acquisition of Netech enables us to further broaden our portfolio of services and solutions and significantly expand our capabilities within the Midwestern United States.

The Netech Acquisition was funded through a combination of a new $150.0 million senior credit facility with a three-year maturity (the “February 2016 Credit Agreement”), an incremental $25.0 million term loan borrowing under our existing senior credit facility, a borrowing under the Receivables Securitization Facility and cash on hand.

On September 22, 2015, we entered into an agreement with a third party for the sale of our Atlantix Global Systems, LLC (“Atlantix”) subsidiary. Pursuant to that agreement, on October 22, 2015, we completed the sale of the Atlantix business to a third party (the “Atlantix Disposition”).

¹⁰  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

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Key Business Metrics

Our management regularly monitors certain financial measures to track the progress of our business against internal goals and targets. We believe that the most important of these measures include Total Revenue, Adjusted Revenue, Gross Margin, Adjusted EBITDA, Adjusted EBITDA margin, Net income (loss) and Adjusted Net Income.

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
Total Revenue	$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	692.0		$	737.7
Adjusted Revenue	$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	665.5		$	738.0
Gross margin	$	454.0		$	289.3		$	197.0		$	540.6		$	136.9		$	148.6
Adjusted EBITDA	$	167.0		$	116.2		$	68.6		$	211.1		$	59.3		$	58.2
Adjusted EBITDA margin		7.8	%		8.8	%		7.3	%		7.9	%		8.9	%		7.9	%
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	9.7		$	5.6
Adjusted Net Income	$	81.7		$	58.6		$	13.4		$	81.2		$	24.1		$	24.5

Adjusted Revenue – Adjusted Revenue is a non-GAAP financial measure. We believe that Adjusted Revenue provides supplemental information with respect to our revenue activity associated with our ongoing operations. We define Adjusted Revenue as Total Revenue adjusted to exclude (i) revenue generated by disposed businesses and (ii) noncash purchase accounting adjustments to revenue as a result of our acquisitions.

The reconciliation of Adjusted Revenue from Revenue for each of the periods presented are as follows:

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
Revenue	$	2,266.0		$	1,392.8		$	985.5		$	2,714.9		$	692.0		$	737.7
Adjustments:
Revenue from disposed business		(116.1	)		(69.4	)		(46.0	)		(32.8	)		(27.1	)		—
Purchase accounting adjustments		—			—			1.3			1.6			0.6			0.3
Total adjustments		(116.1	)		(69.4	)		(44.7	)		(31.2	)		(26.5	)		0.3
Adjusted Revenue	$	2,149.9		$	1,323.4		$	940.8		$	2,683.7		$	665.5		$	738.0

Adjusted EBITDA – Adjusted EBITDA is a non-GAAP financial measure. We believe Adjusted EBITDA provides helpful information with respect to our operating performance as viewed by management, including a view of our business that is not dependent on (a) the impact of our capitalization structure and (b) items that are not part of our day-to-day operations. We define Adjusted EBITDA as net income (loss) plus (i) total depreciation and amortization, (ii) interest and other (income) expense, and (iii) income tax expense (benefit), as further adjusted to eliminate noncash share-based compensation expense, purchase accounting adjustments, transaction costs, other costs and earnings from disposed business. We define Adjusted EBITDA margin as the ratio of Adjusted EBITDA to Adjusted Revenue.

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The reconciliation of Adjusted EBITDA from Net income (loss) for each of the periods presented are as follows:

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
Adjusted EBITDA Reconciliation:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	9.7		$	5.6
Total depreciation and amortization (1)		50.6			24.9			32.1			81.7			19.4			21.8
Interest and other (income) expense		34.6			28.7			47.5			98.5			20.2			20.7
Income tax expense (benefit)		24.4			3.2			(12.6	)		3.8			6.8			4.0
EBITDA		142.1			51.7			42.7			180.6			56.1			52.1
Adjustments:
Share-based compensation expense		5.5			20.1			1.0			2.2			0.6			0.5
Purchase accounting adjustments (2)		—			—			4.9			3.9			1.3			0.4
Transaction costs (3)		14.8			42.6			21.3			20.6			2.3			3.4
Other costs (4)		13.0			4.5			1.9			5.6			1.0			1.8
Earnings from disposed business (5)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(2.0	)		—
Total adjustments		24.9			64.5			25.9			30.5			3.2			6.1
Adjusted EBITDA	$	167.0		$	116.2		$	68.6		$	211.1		$	59.3		$	58.2

(1) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization included within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(2) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(3) “Transaction costs” (i) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (ii) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to acquisition-related severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (iii) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses

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associated with debt refinancings; (iv) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (v) of $2.3 million for the three months ended September 30, 2015 includes acquisition-related expenses of $0.4 million related to stay and retention bonuses, $0.5 million related to severance charges, $0.3 million related to transaction-related advisory and diligence fees and $1.1 million related to transaction-related legal, accounting and tax fees; and (vi) of $3.4 million for the three months ended September 30, 2016 includes acquisition-related expenses of $1.5 million related to stay and retention bonuses, $1.7 million related to transaction-related advisory and diligence fees and $0.2 million related to transaction-related legal, accounting and tax fees.

(4) “Other costs” (i) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (ii) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (iii) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (iv) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (v) of $1.0 million for the three months ended September 30, 2015 includes expenses of $0.3 million associated with the integration of previously acquired managed services platforms into one system, $0.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.3 million; and (vi) of $1.8 million for the three months ended September 30, 2016 represents costs incurred in the development of our new cloud service offerings.

(5) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

Adjusted Net Income – Adjusted Net Income is a non-GAAP measure, which management uses in this prospectus in its evaluation of past performance and prospects for the future. We believe that Adjusted Net Income provides additional information regarding our operating performance while considering the interest expense associated with our outstanding debt, as well as the impact of depreciation on our fixed assets and income taxes. We define Adjusted Net Income as net income (loss) adjusted to exclude (i) amortization of intangible assets, (ii) amortization of debt issuance costs, (iii) losses recognized on the disposal of business, (iv) losses on extinguishment of debt, (v) noncash share-based compensation expense, (vi) purchase accounting adjustments, (vii) transaction costs, (viii) other costs, (ix) earnings from disposed business and (x) the income tax impact associated with the foregoing items and adjusted for (1) the impact of permanently nondeductible expenses, (2) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions and (3) the impact of discrete tax items.

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The reconciliation of Adjusted Net Income from Net income (loss) for each of the periods presented are as follows:

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
Adjusted Net Income reconciliation:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)	$	9.7		$	5.6
Adjustments:
Amortization of intangible assets		38.3			18.3			26.4			67.2			15.9			18.4
Amortization of debt issuance costs		4.4			2.4			2.7			7.6			1.7			1.7
Loss on disposal of business		—			—			—			6.8			—			—
Loss on extinguishment of debt		2.7			7.5			0.7			9.7			0.1			—
Share-based compensation expense		5.5			20.1			1.0			2.2			0.6			0.5
Purchase accounting adjustments (1)		—			—			4.9			3.9			1.3			0.4
Transaction costs (2)		14.8			42.6			21.3			20.6			2.3			3.4
Other costs (3)		13.0			4.5			1.9			5.6			1.0			1.8
Earnings from disposed business (4)		(8.4	)		(2.7	)		(3.2	)		(1.8	)		(2.0	)		—
Income tax impact of adjustments (5)		(21.1	)		(29.0	)		(18.0	)		(37.2	)		(6.5	)		(7.3	)
Total adjustments		49.2			63.7			37.7			84.6			14.4			18.9
Adjusted Net Income	$	81.7		$	58.6		$	13.4		$	81.2		$	24.1		$	24.5

(1) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(2) “Transaction costs” (i) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; (ii) of $42.6 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes acquisition-related expenses of $0.3 million related to stay and retention bonuses, $0.2 million related to severance charges, $31.2 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $10.9 million related to professional fees and expenses associated with debt refinancings; (iii) of $21.3 million for the Successor period from November 20, 2014 to June 30, 2015 includes acquisition-related expenses of $0.6 million related to stay and retention bonuses, $0.6 million related to severance charges, $18.5 million related to transaction-related legal, accounting and tax fees in connection with the Presidio Acquisition and $1.6 million related to professional fees and expenses associated with debt refinancings; (iv) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings; (v) of $2.3 million for the three months ended

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September 30, 2015 includes acquisition-related expenses of $0.4 million related to stay and retention bonuses, $0.5 million related to severance charges, $0.3 million related to transaction-related advisory and diligence fees and $1.1 million related to transaction-related legal, accounting and tax fees; and (vi) of $3.4 million for the three months ended September 30, 2016 includes acquisition-related expenses of $1.5 million related to stay and retention bonuses, $1.7 million related to transaction-related advisory and diligence fees and $0.2 million related to transaction-related legal, accounting and tax fees.

(3) “Other costs” (i) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; (ii) of $4.5 million for the Predecessor period from July 1, 2014 to February 1, 2015 includes expenses of $2.2 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $0.4 million related to unusual office start-up development costs, $1.6 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; (iii) of $1.9 million for the Successor period from November 20, 2014 to June 30, 2015 includes expenses of $1.0 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.2 million; (iv) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million; (v) of $1.0 million for the three months ended September 30, 2015 includes expenses of $0.3 million associated with the integration of previously acquired managed services platforms into one system, $0.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.3 million; and (vi) of $1.8 million for the three months ended September 30, 2016 represents costs incurred in the development of our new cloud service offerings.

(4) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(5) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at our average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for taxes purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

Basis of Presentation and Results of Operations

In conjunction with the Presidio Acquisition on February 2, 2015 by the Apollo Funds, we have applied the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, which creates a new basis of accounting as of that date. The consolidated statements of operations and cash flows with periods ending prior to February 2, 2015 are those of the Predecessor, while the consolidated statements of operations and cash flows with periods ending on or subsequent to June 30, 2015 are those of the Successor.¹¹

¹¹  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

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Prior to the Presidio Acquisition, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. The consummation of the Presidio Acquisition effectuated a corresponding step-up in basis of accounting as Presidio Holdings Inc. was deemed significant to us. Consequently, the financial statements for all the Successor’s periods are not comparable to those of the Predecessor’s periods presented.

We have presented the results of operations for the Successor fiscal year ended June 30, 2016 and the Predecessor fiscal year ended June 30, 2014 compared to each of the separately presented Predecessor period from July 1, 2014 to February 1, 2015 and Successor period from November 20, 2014 to June 30, 2015. In addition, we have also included supplemental disclosures by comparing our historical periods to the “Pro Forma” fiscal year ended June 30, 2015, which represents the results of the Company for the fiscal year ended June 30, 2015 as if the Presidio Acquisition had occurred on July 1, 2014. We have determined that presenting the discussion and analysis of the results of operations in this manner promotes the overall usefulness of information presented in a manner consistent with how management reviews our performance. This approach may yield results that are not strictly comparable on a period to period basis and may not reflect the actual results we would have achieved if the Presidio Acquisition had occurred at the beginning of the period. Our historical results are not necessarily indicative of results that may be expected for any future period, and interim financial results are not necessarily indicative of results that may be expected for the full fiscal year. The information contained below should therefore be read in conjunction with our historical consolidated financial statements and the related notes included elsewhere in this prospectus.

Each of the unaudited Combined and Pro Forma statements of operations for the fiscal year ended June 30, 2015 should be read in conjunction with all other sections of this “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the related notes included elsewhere in this prospectus.

The unaudited pro forma financial information set forth below is based upon available information and assumptions that we believe are reasonable. The historical financial information has been adjusted to give effect to pro forma events that are (1) directly attributable to the transactions, (2) factually supportable and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. The unaudited pro forma condensed consolidated financial information is for illustrative and informational purposes only and is not intended to represent or be indicative of what our financial condition or results of operations would have been had the Presidio Acquisition occurred on the date indicated. The unaudited pro forma condensed consolidated financial information also should not be considered representative of our future financial condition or results of operations. The unaudited pro forma condensed consolidated financial information should be read in conjunction with the information included under the headings “Selected Historical Consolidated Financial Data,” “Capitalization,” “Use of Proceeds,” “Description of Capital Stock” and the audited consolidated financial statements and related notes of the Company included elsewhere in this prospectus. All pro forma adjustments and their underlying assumptions are described more fully in the notes to our unaudited pro forma condensed consolidated financial information.

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Supplemental Results of Operations—Combined Fiscal Year Ended June 30, 2015 and Pro Forma Fiscal Year Ended June 30, 2015

	Predecessor July 1, 2014 to February 1, 2015			Successor November 20, 2014 to June 30, 2015			Combined fiscal year ended June 30, 2015			Adjustments			Pro Forma fiscal year ended June 30, 2015
Revenue
Product	$	1,201.4		$	848.0		$	2,049.4		$	—		$	2,049.4
Service		191.4			137.5			328.9			(1.2	)(a)		327.7
Total revenue		1,392.8			985.5			2,378.3			(1.2	)		2,377.1
Cost of revenue
Product		952.9			679.9			1,632.8			(3.1	)(b)		1,629.7
Service		150.6			108.6			259.2			—			259.2
Total cost of revenue		1,103.5			788.5			1,892.0			(3.1	)		1,888.9
Gross margin		289.3			197.0			486.3			1.9			488.2
Product gross margin		248.5			168.1			416.6						419.7
Service gross margin		40.8			28.9			69.7						68.5
Product gross margin %		20.7	%		19.8	%		20.3	%					20.5	%
Service gross margin %		21.3	%		21.0	%		21.2	%					20.9	%
Total gross margin %		20.8	%		20.0	%		20.4	%					20.5	%
Operating expenses
Selling expenses		137.6			94.4			232.0			(7.8	)(c)		224.2
General and administrative expenses		59.9			40.5			100.4			(12.2	)(d)		88.2
Transaction costs		42.6			21.3			63.9			(61.3	)(e)		2.6
Depreciation and amortization		22.4			30.2			52.6			18.8	(f)		71.4
Total operating expenses		262.5			186.4			448.9			(62.5	)		386.4
Selling, general and administrative expenses % of total revenue		14.2	%		13.7	%		14.0	%					13.1	%
Operating income		26.8			10.6			37.4			64.4			101.8
Interest and other (income) expense
Interest expense		21.4			46.7			68.1			13.1	(g)		81.2
Loss on extinguishment of debt		7.5			0.7			8.2			(8.2	)(h)		—
Other (income) expense, net		(0.2	)		0.1			(0.1	)		—			(0.1	)
Total interest and other (income) expense		28.7			47.5			76.2			4.9			81.1
Income (loss) before income taxes		(1.9	)		(36.9	)		(38.8	)		59.5			20.7
Income tax expense (benefit)		3.2			(12.6	)		(9.4	)		19.6	(i)		10.2
Net income (loss)	$	(5.1	)	$	(24.3	)	$	(29.4	)	$	39.9		$	10.5

(a) Reflects the pro forma adjustment to revenue related to the reduction in fair value of deferred revenue due to the Presidio Acquisition as if it occurred on July 1, 2014. Amortization of this balance is recognized as the incremental cost to fulfill the services are provided under the corresponding contracts.

(b) Reflects the pro forma adjustment to cost of revenue related to the removal of increased cost of revenue resulting from the fair value measurement of inventory balances associated with the Presidio Acquisition.

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(c) Reflects the removal of share-based compensation expense due to the acceleration of vesting of share-based awards to employees as a result of the Presidio Acquisition. A total of $18.5 million of historical share based compensation expense was recognized as a result of the transaction during the year ended June 30, 2015, of which $7.8 million is included in historical selling expenses. The remaining $10.7 million is included in historical general and administrative expenses for the fiscal year ended June 30, 2015 as detailed in (d) below. This expense is considered to be directly related to the Presidio Acquisition and is not expected to have a continuing impact on the Company; therefore, it has been excluded from the unaudited pro forma condensed consolidated statement of operations.

(d) Reflects the removal of the $10.7 million of share based compensation expense described in footnote (c) above, as well as $1.5 million of historical annual management fees paid to the former owners of the Predecessor.

(e) Reflects the removal of $62.2 million of acquisition related costs included in the historical consolidated financial statements of the Company for the fiscal year ended June 30, 2015 that are directly attributable to the Presidio Acquisition and the recognition of $0.9 million of compensation expense associated with a retention bonus payable to certain employees and members of management which will be paid over thirty months in connection with Presidio Acquisition.

(f) Reflects the pro forma adjustment to amortization expense to reflect incremental amortization expense applicable to intangible assets identified as part of the purchase price allocation associated with the Presidio Acquisition.

(g) Reflects the pro forma adjustment to interest expense associated with the Presidio Acquisition including additional interest expense on term loan borrowings under the February 2015 Credit Agreement, the Senior Notes, the Subordinated Notes, the Receivables Securitization Facility and the revolving credit facility, as well as noncash amortization of the related debt issuance costs.

(h) Reflects the pro forma adjustment to remove $8.2 million of losses on extinguishment of debt associated with the Presidio Acquisition.

(i) The amount of income tax expense attributable to the pro forma adjustments has been computed by applying the Company’s assumed blended U.S. federal and state statutory income tax rate of 39.0% to pro forma income before income taxes adjusted for non-deductible expenses.

Historical Periods—Results of Operations

• Three months ended September 30, 2016 compared to three months ended September 30, 2015;

• Successor fiscal year ended June 30, 2016 compared to Successor period from November 20, 2014 to June 30, 2015¹² and Predecessor period from July 1, 2014 to February 1, 2015; and

• Successor period from November 20, 2014 to June 30, 2015¹³ and Predecessor period from July 1, 2014 to February 1, 2015 compared to Predecessor fiscal year ended June 30, 2014.

Supplemental Periods—Results of Operations

• Fiscal year ended June 30, 2016, compared to Pro Forma fiscal year ended June 30, 2015; and

• Pro Forma fiscal year ended June 30, 2015, compared to fiscal year ended June 30, 2014.

¹²  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

¹³  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

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Three Months Ended September 30, 2016 Compared to the Three Months Ended September 30, 2015

	Three months ended September 30, 2015			Three months ended September 30, 2016			Change
							$			%
Revenue
Product	$	604.3		$	626.4		$	22.1			3.7	%
Service		87.7			111.3			23.6			26.9	%
Total revenue		692.0			737.7			45.7			6.6	%
Cost of revenue
Product		484.5			499.5			15.0			3.1	%
Service		70.6			89.6			19.0			26.9	%
Total cost of revenue		555.1			589.1			34.0			6.1	%
Gross margin		136.9			148.6			11.7			8.5	%
Product gross margin		119.8			126.9			7.1			5.9	%
Service gross margin		17.1			21.7			4.6			26.9	%
Product gross margin %		19.8	%		20.3	%					0.5	%
Service gross margin %		19.5	%		19.5	%					0.0	%
Total gross margin %		19.8	%		20.1	%					0.3	%
Operating expenses
Selling expenses		56.5			67.5			11.0			19.5	%
General and administrative		23.4			27.0			3.6			15.4	%
Transaction costs		2.3			3.4			1.1			47.8	%
Depreciation and amortization		18.0			20.4			2.4			13.3	%
Total operating expenses		100.2			118.3			18.1			18.1	%
Selling, general and administrative expenses % of total revenue		11.5	%		12.8	%					1.3	%
Operating income		36.7			30.3			(6.4	)		(17.4	%)
Interest and other (income) expense
Interest expense		20.2			20.7			0.5			2.5	%
Loss on extinguishment of debt		0.1			—			(0.1	)		(100.0	%)
Other (income) expense, net		(0.1	)		—			0.1			(100.0	%)
Total interest and other (income) expense		20.2			20.7			0.5			2.5	%
Income before income taxes		16.5			9.6			(6.9	)		(41.8	%)
Income tax expense		6.8			4.0			(2.8	)		(41.2	%)
Net income	$	9.7		$	5.6		$	(4.1	)		(42.3	%)
Adjusted EBITDA	$	59.3		$	58.2		$	(1.1	)		(1.9	%)
Adjusted Net Income	$	24.1		$	24.5		$	0.4			1.7	%

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The following table presents a reconciliation of Net income to Adjusted EBITDA for the three months ended September 30, 2016 and the three months ended September 30, 2015.

	Three months ended September 30, 2015			Three months ended September 30, 2016
Adjusted EBITDA Reconciliation:
Net income	$	9.7		$	5.6
Total depreciation and amortization (1)		19.4			21.8
Interest and other (income) expense		20.2			20.7
Income tax expense		6.8			4.0
EBITDA		56.1			52.1
Adjustments:
Share-based compensation expense		0.6			0.5
Purchase accounting adjustments (2)		1.3			0.4
Transaction costs (3)		2.3			3.4
Other costs (4)		1.0			1.8
Earnings from disposed business (5)		(2.0	)		—
Total adjustments		3.2			6.1
Adjusted EBITDA	$	59.3		$	58.2

(1) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization included within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(2) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(3) “Transaction costs” (1) of $2.3 million for the three months ended September 30, 2015 includes acquisition-related expenses of $0.4 million related to stay and retention bonuses, $0.5 million related to severance charges, $0.3 million related to transaction-related advisory and diligence fees and $1.1 million related to transaction-related legal, accounting and tax fees; and (2) of $3.4 million for the three months ended September 30, 2016 includes acquisition-related expenses of $1.5 million related to stay and retention bonuses, $1.7 million related to transaction-related advisory and diligence fees and $0.2 million related to transaction-related legal, accounting and tax fees.

(4) “Other costs” (1) of $1.0 million for the three months ended September 30, 2015 includes expenses of $0.3 million associated with the integration of previously acquired managed services platforms into one system, $0.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.3 million; and (2) of $1.8 million for the three months ended September 30, 2016 represents costs incurred in the development of our new cloud service offerings.

(5) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

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The following table presents a reconciliation of Net income to Adjusted Net Income for the three months ended September 30, 2016 and the three months ended September 30, 2015.

(in millions)	Three months ended September 30, 2015			Three months ended September 30, 2016
Adjusted Net Income reconciliation:
Net income	$	9.7		$	5.6
Adjustments:
Amortization of intangible assets		15.9			18.4
Amortization of debt issuance costs		1.7			1.7
Loss on extinguishment of debt		0.1			—
Share-based compensation expense		0.6			0.5
Purchase accounting adjustments (1)		1.3			0.4
Transaction costs (2)		2.3			3.4
Other costs (3)		1.0			1.8
Earnings from disposed business (4)		(2.0	)		—
Income tax impact of adjustments (5)		(6.5	)		(7.3	)
Total adjustments		14.4			18.9
Adjusted Net Income	$	24.1		$	24.5

(1) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(2) “Transaction costs” (i) of $2.3 million for the three months ended September 30, 2015 includes acquisition-related expenses of $0.4 million related to stay and retention bonuses, $0.5 million related to severance charges, $0.3 million related to transaction-related advisory and diligence fees and $1.1 million related to transaction-related legal, accounting and tax fees; and (ii) of $3.4 million for the three months ended September 30, 2016 includes acquisition-related expenses of $1.5 million related to stay and retention bonuses, $1.7 million related to transaction-related advisory and diligence fees and $0.2 million related to transaction-related legal, accounting and tax fees.

(3) “Other costs” (i) of $1.0 million for the three months ended September 30, 2015 includes expenses of $0.3 million associated with the integration of previously acquired managed services platforms into one system, $0.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings and certain unusual legal expenses of $0.3 million; and (ii) of $1.8 million for the three months ended September 30, 2016 represents costs incurred in the development of our new cloud service offerings.

(4) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(5) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at our average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for taxes purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

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Revenue

	Three months ended September 30, 2015		Three months ended September 30, 2016		Change
					$		%
Revenue
Product	$	604.3	$	626.4	$	22.1		3.7	%
Service		87.7		111.3		23.6		26.9	%
Total revenue	$	692.0	$	737.7	$	45.7		6.6	%

Total revenue increased $45.7 million, or 6.6%, to $737.7 million for the quarter ended September 30, 2016, compared to total revenue of $692.0 million for the quarter ended September 30, 2015. Excluding the revenue associated with our Atlantix business in the quarter ended September 30, 2015, total revenue increased 10.9%. The increase in total revenue was the result of an increase in client demand across all of our solutions areas. Revenue growth in the quarter was favorably impacted by the Netech Acquisition along with a higher proportion of engineering and consulting services as part of our solutions.

Revenue from sales of product increased $22.1 million, or 3.7%, to $626.4 million for the quarter ended September 30, 2016, compared to product revenue of $604.3 million for the quarter ended September 30, 2015. Excluding the revenue associated with our Atlantix business in the quarter ended September 30, 2015, product revenue increased 8.5%. Higher customer demand for data center, mobility, unified communications, and IoT solutions was further enhanced by a higher proportion of third-party support services revenue, as well as the addition of Netech.

Revenue from sales of services increased $23.6 million, or 26.9%, to $111.3 million for the quarter ended September 30, 2016, compared to service revenue of $87.7 million for the quarter ended September 30, 2015, driven by increased demand for our professional, managed, and cloud services in connection with the greater complexity of solutions sold.

	Three months ended September 30, 2015		Three months ended September 30, 2016		Change
					$		%
Revenue
Cloud	$	87.3	$	111.7	$	24.4		27.9	%
Security		58.2		66.7		8.5		14.6	%
Digital Infrastructure		546.5		559.3		12.8		2.3	%
Total revenue	$	692.0	$	737.7	$	45.7		6.6	%

Cloud revenue increased $24.4 million, or 27.9%, to $111.7 million in the three months ended September 30, 2016, compared to $87.3 million for the three months ended September 30, 2015, a result of strong client demand in all market sectors, particularly with middle-market clients. In the middle market, growth was driven by both healthcare and professional services clients. Large market client growth was driven by demand from media and professional services clients. Government demand was driven by increased consumption of our cloud solutions by federal government clients.

Security revenue increased $8.5 million, or 14.6%, to $66.7 million in the three months ended September 30, 2016, compared to $58.2 million in the three months ended September 30, 2015, driven by higher demand from middle-market and large client sectors. In the middle market, education clients experienced the largest growth along with strong growth from the information technology industry, while the large customer market was led by professional service clients.

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Digital Infrastructure revenue grew $12.8 million, or 2.3%, from the three months ended September 30, 2015 to the three months ended September 30, 2016. Middle-market education customers as well as manufacturing clients experienced continued strong demand for core infrastructure solutions.

Gross Margin

	Three months ended September 30, 2015			Three months ended September 30, 2016			Change
							$		%
Revenue
Product	$	119.8		$	126.9		$	7.1		5.9	%
Service		17.1			21.7			4.6		26.9	%
Gross margin	$	136.9		$	148.6		$	11.7		8.5	%
Product gross margin %		19.8	%		20.3	%				0.5	%
Service gross margin %		19.5	%		19.5	%				0.0	%
Total gross margin %		19.8	%		20.1	%				0.3	%

Total gross margin increased $11.7 million, or 8.5%, to $148.6 million for the quarter ended September 30, 2016, as compared to $136.9 million for the quarter ended September 30, 2015, a result of an increase in total revenue of 6.6% between periods and the sale of higher margin solutions. As a percentage of total revenue, total gross margin increased 30 basis points to 20.1% for the quarter ended September 30, 2016, up from 19.8% of total revenue for the quarter ended September 30, 2015. The increase in our total gross margin percentage resulted from higher margin product offerings.

Product gross margin as a percentage of product revenue was 20.3% for the quarter ended September 30, 2016, an increase of 50 basis points from 19.8% for the quarter ended September 30, 2015. The increase in gross margin percentage was due to higher margin product offerings.

Service gross margin as a percentage of service revenue was flat to the prior year at 19.5% for the quarter ended September 30, 2016, resulting from expanded gross margins on engineering and consulting services, offset by the investment in new cloud-related service offerings which negatively impacted service gross margin percentage by 150 basis points.

Operating Expenses

	Three months ended September 30, 2015			Three months ended September 30, 2016			Change
							$		%
Operating expenses
Selling expenses	$	56.5		$	67.5		$	11.0		19.5	%
General and administrative		23.4			27.0			3.6		15.4	%
Selling, general and administrative costs		79.9			94.5			14.6		18.3	%
Transaction costs		2.3			3.4			1.1		47.8	%
Depreciation and amortization		18.0			20.4			2.4		13.3	%
Total operating expenses	$	100.2		$	118.3		$	18.1		18.1	%
Selling, general and administrative expenses % of total revenue		11.5	%		12.8	%				1.3	%

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Selling expenses are comprised of compensation, variable incentive pay and benefits related to our sales force along with travel expenses and other employee related costs. General and administrative expenses are comprised of administration compensation and benefits, including variable incentive pay and other administrative costs such as facilities expenses, professional fees and bad debt expense. We define selling, general and administrative expenses (“SG&A”) as the sum of selling expenses and general and administrative expenses. SG&A increased $14.6 million, or 18.3%, to $94.5 million during the quarter ended September 30, 2016, up from $79.9 million for the quarter ended September 30, 2015. The growth in SG&A was attributed to the Netech Acquisition, investment in direct sales and sales support personnel within high-growth solution offerings including cloud and security, and increases in administrative personnel. SG&A as a percent of total revenue increased 130 basis points to 12.8% for the period ending September 30, 2016 compared to the period ending September 30, 2015.

Transaction costs primarily relate to professional fees and other costs incurred as a result of transaction-related activities. In the quarter ended September 30, 2016, we incurred $3.4 million of transaction costs as a result of diligence, and acquisition-related activity, including expenses associated with stay and retention bonuses to certain key employees.

Depreciation and amortization expense included in operating expenses increased $2.4 million, or 13.3%, to $20.4 million for the quarter ended September 30, 2016, from $18.0 million for the quarter ended September 30, 2015, primarily as a result of increased amortization expense associated with acquired intangible assets associated with the Netech Acquisition.

Interest and Other (Income) Expense

	Three months ended September 30, 2015			Three months ended September 30, 2016		Change
						$			%
Interest and other (income) expense
Interest expense	$	20.2		$	20.7	$	0.5			2.5	%
Loss on extinguishment of debt		0.1			—		(0.1	)		(100.0	)%
Other (income) expense, net		(0.1	)		—		0.1			(100.0	)%
Total interest and other (income) expense	$	20.2		$	20.7	$	0.5			2.5	%

Interest and other (income) expense increased $0.5 million, or 2.5%, to $20.7 million for the quarter ended September 30, 2016, from $20.2 million in the quarter ended September 30, 2015. The net increase was primarily the result of higher interest expense for the quarter ended September 30, 2016 resulting from higher debt balances from the Netech Acquisition.

Income Tax Expense

	Three months ended September 30, 2015		Three months ended September 30, 2016		Change
					$			%
Income before income taxes	$	16.5	$	9.6	$	(6.9	)		(41.8	%)
Income tax expense		6.8		4.0		(2.8	)		(41.2	%)
Net income	$	9.7	$	5.6	$	(4.1	)		(42.3	%)

The income tax expense of $4.0 million in the quarter ended September 30, 2016 decreased $2.8 million from $6.8 million of income tax expense in the quarter ended September 30, 2015, primarily due to a decrease in

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pre-tax income. The effective tax rate was 41.7% in the quarter ended September 30, 2016 compared to 41.2% in the quarter ended September 30, 2015, the result of a larger impact of permanent non-deductible expenses and increase in state effective tax rate.

Adjusted EBITDA

Adjusted EBITDA decreased $1.1 million, or 1.9%, to $58.2 million for the quarter ended September 30, 2016, from $59.3 million for the quarter ended September 30, 2015, reflecting strong revenue and gross margin growth, offset by the investments we made this quarter in high-growth areas of our business.

Adjusted Net Income

Adjusted Net Income increased $0.4 million, or 1.7%, to $24.5 million for the quarter ending September 30, 2016, from $24.1 million in the quarter ending September 30, 2015 as a result of the revenue and gross margin growth, offset by higher operating expenses.

Successor Fiscal Year Ended June 30, 2016 compared to Successor period from November 20, 2014 to June 30, 2015¹⁴ and Predecessor period from July 1, 2014 to February 1, 2015

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016
Revenue
Product	$	1,201.4		$	848.0		$	2,319.8
Service		191.4			137.5			395.1
Total revenue		1,392.8			985.5			2,714.9
Cost of revenue
Product		952.9			679.9			1,866.5
Service		150.6			108.6			307.8
Total cost of revenue		1,103.5			788.5			2,174.3
Gross margin		289.3			197.0			540.6
Product gross margin		248.5			168.1			453.3
Service gross margin		40.8			28.9			87.3
Product gross margin %		20.7	%		19.8	%		19.5	%
Service gross margin %		21.3	%		21.0	%		22.1	%
Total gross margin %		20.8	%		20.0	%		19.9	%
Operating expenses
Selling expenses		137.6			94.4			248.2
General and administrative		59.9			40.5			96.9
Transaction costs		42.6			21.3			20.6
Depreciation and amortization		22.4			30.2			76.0
Total operating expenses		262.5			186.4			441.7
Selling, general and administrative expenses % of total revenue		14.2	%		13.7	%		12.7	%
Operating income		26.8			10.6			98.9
Interest and other (income) expense
Interest expense		21.4			46.7			81.9
Loss on disposal of business		—			—			6.8
Loss on extinguishment of debt		7.5			0.7			9.7
Other (income) expense, net		(0.2	)		0.1			0.1
Total interest and other (income) expense		28.7			47.5			98.5
Income (loss) before income taxes		(1.9	)		(36.9	)		0.4
Income tax expense (benefit)		3.2			(12.6	)		3.8
Net loss	$	(5.1	)	$	(24.3	)	$	(3.4	)

¹⁴  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

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Revenue

	Predecessor		Successor
	July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Fiscal year ended June 30, 2016
Revenue
Product	$	1,201.4	$	848.0	$	2,319.8
Service		191.4		137.5		395.1
Total revenue	$	1,392.8	$	985.5	$	2,714.9

Total revenue was $2,714.9 million for the fiscal year ended June 30, 2016, which consisted of product revenue of $2,319.8 million and service revenue of $395.1 million, compared to total revenue of $985.5 million for the Successor period from November 20, 2014 to June 30, 2015, which consisted of product revenue of $848.0 million and service revenue of $137.5 million, and total revenue of $1,392.8 million for the Predecessor period from July 1, 2014 to February 1, 2015, which consisted of product revenue of $1,201.4 million and service revenue of $191.4 million.

	Predecessor		Successor
	July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Fiscal year ended June 30, 2016
Revenue by solution area
Cloud	$	184.1	$	108.9	$	391.7
Security		90.5		65.8		249.4
Digital Infrastructure		1,118.2		810.8		2,073.8
Total revenue	$	1,392.8	$	985.5	$	2,714.9

Total revenue for the fiscal year ended June 30, 2016 consisted of Cloud revenue of $391.7 million, or 14.4% of total revenue, Security revenue of $249.4 million, or 9.2% of total revenue, and Digital Infrastructure revenue of $2,073.8 million, or 76.4% of total revenue. For the Successor period from November 20, 2014 to June 30, 2015, total revenue consisted of Cloud revenue of $108.9 million, or 11.1% of total revenue, Security revenue of $65.8 million, or 6.7% of total revenue, and Digital Infrastructure revenue of $810.8 million, or 82.2% of total revenue. For the Predecessor period from July 1, 2014 to February 1, 2015, total revenue consisted of Cloud revenue of $184.1 million, or 13.2% of total revenue, Security revenue of $90.5 million, or 6.5% of total revenue, and Digital Infrastructure revenue of $1,118.2 million, or 80.3% of total revenue.

Gross Margin

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016
Gross margin
Product	$	248.5		$	168.1		$	453.3
Service		40.8			28.9			87.3
Gross margin	$	289.3		$	197.0		$	540.6
Product gross margin %		20.7	%		19.8	%		19.5	%
Service gross margin %		21.3	%		21.0	%		22.1	%
Total gross margin %		20.8	%		20.0	%		19.9	%

Gross margin for the fiscal year ended June 30, 2016 was $540.6 million, or 19.9% of total revenue, which consisted of product gross margin of $453.3 million, or 19.5% of product revenue, and service gross margin of $87.3 million, or 22.1% of service revenue. The product gross margin percentage was impacted by a

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lower proportion of third-party support services revenue. The service gross margin percentage included the impact of costs associated with the completion of our customer migration to a unified managed services platform, costs incurred as a result of the expansion of our cloud services capabilities in connection with the Sequoia acquisition and the mix of our professional services.

Gross margin for the Successor period from November 20, 2014 to June 30, 2015 was $197.0 million, or 20.0% of total revenue, which consisted of product gross margin of $168.1 million, or 19.8% of product revenue, and service gross margin of $28.9 million, or 21.0% of service revenue. The product gross margin percentage was impacted by a higher proportion of third-party support services revenue partially offset by lower margin product offerings sold in the period. The service gross margin percentage was impacted by reduced gross margins on managed services revenue as we transition from multiple services platforms into an integrated managed services offering.

Gross margin for the Predecessor period from July 1, 2014 to February 1, 2015 was $289.3 million, or 20.8% of total revenue, which consisted of product gross margin of $248.5 million, or 20.7% of product revenue, and service gross margin of $40.8 million, or 21.3% of service revenue. The product gross margin percentage was impacted by a higher proportion of third-party support services revenue and higher margin product offerings sold in the period. The service gross margin percentage was impacted by reduced gross margins on managed services revenue as we transition from multiple services platforms into an integrated managed services offering.

Operating Expenses

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016
Operating expenses
Selling expenses	$	137.6		$	94.4		$	248.2
General and administrative		59.9			40.5			96.9
Selling, general and administrative costs		197.5			134.9			345.1
Transaction costs		42.6			21.3			20.6
Depreciation and amortization		22.4			30.2			76.0
Total operating expenses	$	262.5		$	186.4		$	441.7
Selling, general and administrative expenses % of total revenue		14.2	%		13.7	%		12.7	%

Selling expenses are composed of compensation, variable incentive pay and benefits related to our sales force along with travel expenses and other employee related costs. General and administrative expenses are composed of compensation and benefits of administrative personnel, including variable incentive pay and other administrative costs such as facilities expenses, professional fees and bad debt expense.

For the fiscal year ended June 30, 2016, SG&A was $345.1 million, or 12.7% of total revenue, which consisted of selling expenses of $248.2 million and general and administrative expenses of $96.9 million. For the Successor period from November 20, 2014 to June 30, 2015, SG&A was $134.9 million, or 13.7% of total revenue, which consisted of selling expenses of $94.4 million and general and administrative expenses of $40.5 million. Selling expenses in the period were driven higher by increased variable incentive pay to our sales force on higher gross margin dollars in the period. For the Predecessor period from July 1, 2014 to February 1, 2015, SG&A was $197.5 million, or 14.2% of total revenue, which consisted of selling expenses of $137.6 million and general and administrative expenses of $59.9 million. Excluding the impact of $20.1 million of share-based compensation, largely due to the acceleration of vesting of share-based awards to employees as a result of the Presidio Acquisition, SG&A was $177.4 million, or 12.7% of total revenue, in the period.

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Transaction costs of $20.6 million for the fiscal year ended June 30, 2016 primarily related to professional fees and related expenses incurred as a result of diligence, acquisition and disposition activity, including expenses associated with proposed acquisitions that were not completed, transaction-related costs associated with the acquisitions of Sequoia and Netech and expenses associated with the disposition of Atlantix. Transaction costs of $21.3 million during the Successor period from November 20, 2014 to June 30, 2015 primarily related to professional fees and related costs of the Successor in connection with the Presidio Acquisition, including legal and accounting due diligence efforts, advisory fees and related expenses. Transaction costs of $42.6 million during the Predecessor period from July 1, 2014 to February 1, 2015, primarily related to professional fees and related costs of the Predecessor in connection with the Presidio Acquisition including success-based advisory and transaction fees, accounting and tax fees, legal fees and other related costs and expenses.

Depreciation and amortization expense included in operating expenses was $76.0 million for the fiscal year ended June 30, 2016, primarily related to the $67.2 million of amortization of intangible assets associated with the Presidio Acquisition, the Netech Acquisition and the Sequoia Acquisition compared to $30.2 million during the Successor period from November 20, 2014 to June 30, 2015, primarily related to amortization of intangible assets associated with the Presidio Acquisition, and $22.4 million during the Predecessor period from July 1, 2014 to February 1, 2015, primarily related to the amortization of previously acquired intangible assets.

Interest and Other (Income) Expense

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015		Fiscal year ended June 30, 2016
Interest and other (income) expense
Interest expense	$	21.4		$	46.7	$	81.9
Loss on disposal of business		—			—		6.8
Loss on extinguishment of debt		7.5			0.7		9.7
Other (income) expense, net		(0.2	)		0.1		0.1
Total interest and other (income) expense	$	28.7		$	47.5	$	98.5

Interest and other (income) expense was $98.5 million for the fiscal year ended June 30, 2016, which primarily includes interest expense of $81.9 million associated with debt outstanding in the period. In addition, during the fiscal year ended June 30, 2016, we incurred a $6.8 million loss associated with the disposition of the Atlantix business, as well as $9.7 million in losses on early extinguishment of debt. During the Successor period from November 20, 2014 to June 30, 2015, interest and other (income) expense was $47.5 million, primarily related to interest on debt issued in connection with the Presidio Acquisition. During the Predecessor period from July 1, 2014 to February 1, 2015, interest and other (income) expense was $28.7 million, primarily related to interest associated with Predecessor debt outstanding in the period, along with a $7.5 million loss on extinguishment of debt associated with the Presidio Acquisition.

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Income Tax Expense

	Predecessor			Successor
	July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016
Income (loss) before income taxes	$	(1.9	)	$	(36.9	)	$	0.4
Income tax expense (benefit)		3.2			(12.6	)		3.8
Net loss	$	(5.1	)	$	(24.3	)	$	(3.4	)

Income tax expense was to $3.8 million for the fiscal year ended June 30, 2016 compared to an income tax benefit of $12.6 million for the Successor period from November 20, 2014 to June 30, 2015 and income tax expense of $3.2 million for the Predecessor period from July 1, 2014 to February 1, 2015. The effective tax rate was 950.0% for the fiscal year ended June 30, 2016 compared to 34.1% for the Successor period from November 20, 2014 to June 30, 2015 and (168.4)% for the Predecessor period from July 1, 2014 to February 1, 2015. Our effective income tax rate for the fiscal year ended June 30, 2016 was significantly higher than the statutory rate primarily due to the impact of the nominally small pre-tax income of $0.4 million, unfavorable permanent differences and the impact of the revaluation of deferred tax balances related to the state tax rate change. Our effective tax rate of 34.1% for the Successor period from November 20, 2014 to June 30, 2015 was lower than our statutory rate primarily due to the non-deductibility of certain transaction expenses associated with the Presidio Acquisition and the pre-tax loss in the period. Our effective tax rate of (168.4)% for the Predecessor period from July 1, 2014 to February 1, 2015 was lower than our statutory rate primarily due to the non-deductibility of certain transaction expenses associated with the Presidio Acquisition and the pre-tax loss in the period.

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Successor period from November 20, 2014 to June 30, 2015¹⁵ and Predecessor period from July 1, 2014 to February 1, 2015 compared to Predecessor Fiscal Year Ended June 30, 2014

	Predecessor						Successor
	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Revenue
Product	$	1,945.0		$	1,201.4		$	848.0
Service		321.0			191.4			137.5
Total revenue		2,266.0			1,392.8			985.5
Cost of revenue
Product		1,561.1			952.9			679.9
Service		250.9			150.6			108.6
Total cost of revenue		1,812.0			1,103.5			788.5
Gross margin		454.0			289.3			197.0
Product gross margin		383.9			248.5			168.1
Service gross margin		70.1			40.8			28.9
Product gross margin %		19.7	%		20.7	%		19.8	%
Service gross margin %		21.8	%		21.3	%		21.0	%
Total gross margin %		20.0	%		20.8	%		20.0	%
Operating expenses
Selling expenses		211.1			137.6			94.4
General and administrative		90.7			59.9			40.5
Transaction costs		14.8			42.6			21.3
Depreciation and amortization		45.9			22.4			30.2
Total operating expenses		362.5			262.5			186.4
Selling, general and administrative expenses % of total revenue		13.3	%		14.2	%		13.7	%
Operating income		91.5			26.8			10.6
Interest and other (income) expense		34.3			21.5			46.7
Gain on interest rate swap agreements		(2.2	)		—			—
Loss on extinguishment of debt		2.7			7.5			0.7
Other (income) expense, net		(0.2	)		(0.2	)		0.1
Total interest other (income) expense		34.6			28.7			47.5
Income before income taxes		56.9			(1.9	)		(36.9	)
Income tax expense		24.4			3.2			(12.6	)
Net income	$	32.5		$	(5.1	)	$	(24.3	)

¹⁵  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

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Revenue

	Predecessor				Successor
	Fiscal year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015
Revenue
Product	$	1,945.0	$	1,201.4	$	848.0
Service		321.0		191.4		137.5
Total revenue	$	2,266.0	$	1,392.8	$	985.5

Total revenue was $985.5 million for the Successor period from November 20, 2014 to June 30, 2015, which consisted of product revenue of $848.0 million and service revenue of $137.5 million, and total revenue was $1,392.8 million for the Predecessor period from July 1, 2014 to February 1, 2015, which consisted of product revenue of $1,201.4 million and service revenue of $191.4 million, compared to total revenue of $2,266.0 million for the fiscal year ended June 30, 2014, which consisted of product revenue of $1,945.0 million and service revenue of $321.0 million.

	Predecessor				Successor
	Fiscal year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015
Revenue by solution area
Cloud	$	220.2	$	184.1	$	108.9
Security		142.0		90.5		65.8
Digital Infrastructure		1,903.8		1,118.2		810.8
Total revenue	$	2,266.0	$	1,392.8	$	985.5

Total revenue for the Successor period from November 20, 2014 to June 30, 2015 was comprised of Cloud revenue of $108.9 million, or 11.1% of total revenue, Security revenue of $65.8 million, or 6.7% of total revenue, and Digital Infrastructure revenue of $810.8 million, or 82.2% of total revenue. For the Predecessor period from July 1, 2014 to February 1, 2015, total revenue consisted of Cloud revenue of $184.1 million, or 13.2% of total revenue, Security revenue of $90.5 million, or 6.5% of total revenue, and Digital Infrastructure revenue of $1,118.2 million, or 80.3% of total revenue.

For the fiscal year ended June 30, 2014, total revenue was comprised of Cloud revenue of $220.2 million, or 9.7% of total revenue, Security revenue of $142.0 million, or 6.3% of total revenue, and Digital Infrastructure revenue of $1,903.8 million, or 84.0% of total revenue.

Gross Margin

	Predecessor						Successor
	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Gross margin
Product	$	383.9		$	248.5		$	168.1
Service		70.1			40.8			28.9
Gross margin	$	454.0		$	289.3		$	197.0
Product gross margin %		19.7	%		20.7	%		19.8	%
Service gross margin %		21.8	%		21.3	%		21.0	%
Total gross margin %		20.0	%		20.8	%		20.0	%

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Gross margin for the Successor period from November 20, 2014 to June 30, 2015 was $197.0 million, or 20.0% of total revenue, which consisted of product gross margin of $168.1 million, or 19.8% of product revenue, and service gross margin of $28.9 million, or 21.0% of service revenue. The product gross margin percentage was impacted by a higher proportion of third-party support services revenue, partially offset by lower margin product offerings sold in the period. The service gross margin percentage was impacted by reduced gross margins on managed services revenue as we transition from multiple services platforms into an integrated managed services offering.

Gross margin for the Predecessor period from July 1, 2014 to February 1, 2015 was $289.3 million, or 20.8% of total revenue, which consisted of product gross margin of $248.5 million, or 20.7% of product revenue, and service gross margin of $40.8 million, or 21.3% of service revenue. The product gross margin percentage was impacted by a higher proportion of third-party support services revenue and higher margin product offerings sold in the period. The service gross margin percentage was impacted by reduced gross margins on managed services revenue as we transition from multiple services platforms into an integrated managed services offering.

Gross margin for the fiscal year ended June 30, 2014 was $454.0 million, or 20.0% of total revenue, which was comprised of product gross margin of $383.9 million, or 19.7% of product revenue, and service gross margin of $70.1 million, or 21.8% of service revenue. Product gross margin as a percentage of product revenue was a result of the sale of more complex technology and therefore more profitable projects, which feature unified communications, security and mobility elements. Service gross margin as a percentage of service revenue was a result of a strong utilization (i.e., the number of chargeable hours per person) of our engineers in our 2014 fiscal year, higher billed rates per hour for these services and the investments in additional engineering technicians in our 2013 fiscal year who became more fully utilized in our 2014 fiscal year.

Operating Expenses

	Predecessor						Successor
	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Operating expenses
Selling expenses	$	211.1		$	137.6		$	94.4
General and administrative		90.7			59.9			40.5
Selling, general and administrative costs		301.8			197.5			134.9
Transaction costs		14.8			42.6			21.3
Depreciation and amortization		45.9			22.4			30.2
Total operating expenses	$	362.5		$	262.5		$	186.4
Selling, general and administrative expenses % of total revenue		13.3	%		14.2	%		13.7	%

Selling expenses are composed of compensation, variable incentive pay and benefits related to our sales force along with travel expenses and other employee related costs. General and administrative expenses are composed of compensation and benefits of administrative personnel, including variable incentive pay and other administrative costs such as facilities expenses, professional fees and bad debt expense.

For the Successor period from November 20, 2014 to June 30, 2015, SG&A was $134.9 million, or 13.7% of total revenue, which consisted of selling expenses of $94.4 million and general and administrative expenses of $40.5 million. Selling expenses in the period were driven higher by increased variable incentive pay to our sales force on higher gross margin dollars. For the Predecessor period from July 1, 2014 to February 1, 2015, SG&A was $197.5 million, or 14.2% of total revenue, which consisted of selling expenses of $137.6 million and general and administrative expenses of $59.9 million. Excluding the impact of $20.1 million of

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share-based compensation, largely due to the acceleration of vesting of share-based awards to employees as a result of the Presidio Acquisition, SG&A was $177.4 million, or 12.7% of total revenue, in the period. For the fiscal year ended June 30, 2014, SG&A was $301.8 million, or 13.3% of total revenue, which consisted of selling expenses of $211.1 million and general and administrative expenses of $90.7 million. In the fiscal year 2014, we made an investment in additional sales personnel to support high-growth areas of our business and high variable incentive pay to our sales force occurred due to strong gross margin.

Transaction costs of $21.3 million during the Successor period from November 20, 2014 to June 30, 2015 primarily related to professional fees and related costs of the Successor in connection with the Presidio Acquisition, including legal and accounting due diligence efforts, advisory fees and related expenses. Transaction costs of $42.6 million during the Predecessor period from July 1, 2014 to February 1, 2015 primarily related to professional fees and related costs of the Predecessor in connection with the Presidio Acquisition, including success-based advisory and transaction fees, accounting and tax fees, legal fees and other related costs and expenses. Transaction costs of $14.8 million during the fiscal year ended June 30, 2014 included $13.0 million of professional fees and expenses related to our March 2014 dividend recapitalization financing and $1.8 million of expenses associated with our acquisitions of INX and BlueWater and from our acquisition by American Securities.

Depreciation and amortization expense included in operating expenses was $30.2 million during the Successor period from November 20, 2014 to June 30, 2015, primarily related to amortization of intangible assets associated with the Presidio Acquisition, and $22.4 million during the Predecessor period from July 1, 2014 to February 1, 2015, primarily related to the amortization of previously acquired intangible assets, compared to $45.9 million during the fiscal year ended June 30, 2014, primarily as a result of amortization expenses from our identifiable finite-lived intangible assets arising from the acquisitions of INX and BlueWater, as well as the American Securities transaction in fiscal year ended 2011.

Interest and Other (Income) Expense

	Predecessor						Successor
	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Interest and other (income) expense
Interest expense	$	34.3		$	21.4		$	46.7
Gain on interest rate swap agreements		(2.2	)		—			—
Loss on extinguishment of debt		2.7			7.5			0.7
Other (income) expense, net		(0.2	)		(0.2	)		0.1
Total interest other (income) expense	$	34.6		$	28.7		$	47.5

Interest and other (income) expense during the Successor period from November 20, 2014 to June 30, 2015 was $47.5 million, primarily related to interest on debt issued in connection with the Presidio Acquisition. During the Predecessor period from July 1, 2014 to February 1, 2015, interest and other (income) expense was $28.7 million, primarily related to interest associated with Predecessor debt outstanding in the period, along with a $7.5 million loss on extinguishment of debt associated with the Presidio Acquisition. During the fiscal year

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ended June 30, 2014, interest and other (income) expense was $34.6 million, primarily as a result of interest expense from borrowings under our term loan facility.

Income Tax Benefit

	Predecessor					Successor
	Fiscal year ended June 30, 2014		July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015
Income (loss) before income taxes	$	56.9	$	(1.9	)	$	(36.9	)
Income tax expense (benefit)		24.4		3.2			(12.6	)
Net income (loss)	$	32.5	$	(5.1	)	$	(24.3	)

Income tax benefit was $12.6 million for the Successor period from November 20, 2014 to June 30, 2015 and income tax expense was $3.2 million for the Predecessor period July 1, 2014 to February 1, 2015, compared to income tax expense of $24.4 million for the fiscal year ended June 30, 2014. The effective tax rate was 34.1% for the Successor period from November 20, 2014 to June 30, 2015 and (168.4)% for the Predecessor period July 1, 2014 to February 1, 2015, compared to 42.9% for the fiscal year ended June 30, 2014. Our effective tax rate of 34.1% for the Successor period from November 20, 2014 to June 30, 2015 was lower than our statutory rate primarily due to the non-deductibility of certain transaction expenses associated with the Presidio Acquisition and the pre-tax loss in the period. Our effective tax rate of (168.4)% for the Predecessor period July 1, 2014 to February 1, 2015 was lower than our statutory rate primarily due to the non-deductibility of certain transaction expenses associated with the Presidio Acquisition and the pre-tax loss in the period. The effective tax rate of 42.9% for the fiscal year ended June 30, 2014 resulted from additional income tax expense which was due to the true-up of the prior year’s accrued income tax expense to actual.

Supplemental Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Supplemental MD&A”)

We have presented below the Pro Forma fiscal year ended June 30, 2015, which includes pro forma adjustments necessary to reflect the Presidio Acquisition as if it had occurred on July 1, 2014. Prior to the Presidio Acquisition, Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. The following information compares the Successor year ended June 30, 2016 to the Pro Forma year ended June 30, 2015, as well as the Pro Forma year ended June 30, 2015 to the Predecessor year ended June 30, 2014. We believe this Supplemental MD&A provides additional information to the reader about our financial performance, including changes in our revenue, gross margins and profitability in a manner consistent with how management views our performance.

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Fiscal Year Ended June 30, 2016 Compared to Pro Forma Fiscal Year Ended June 30, 2015

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016			Change
							$			%
Revenue
Product	$	2,049.4		$	2,319.8		$	270.4			13.2	%
Service		327.7			395.1			67.4			20.6	%
Total revenue		2,377.1			2,714.9			337.8			14.2	%
Cost of revenue
Product		1,629.7			1,866.5			236.8			14.5	%
Service		259.2			307.8			48.6			18.8	%
Total cost of revenue		1,888.9			2,174.3			285.4			15.1	%
Gross margin		488.2			540.6			52.4			10.7	%
Product gross margin		419.7			453.3			33.6			8.0	%
Service gross margin		68.5			87.3			18.8			27.4	%
Product gross margin %		20.5	%		19.5	%					(1.0	%)
Service gross margin %		20.9	%		22.1	%					1.2	%
Total gross margin %		20.5	%		19.9	%					(0.6	%)
Operating expenses
Selling expenses		224.2			248.2			24.0			10.7	%
General and administrative		88.2			96.9			8.7			9.9	%
Transaction costs		2.6			20.6			18.0			692.3	%
Depreciation and amortization		71.4			76.0			4.6			6.4	%
Total operating expenses		386.4			441.7			55.3			14.3	%
Selling, general and administrative expenses % of total revenue		13.1	%		12.7	%					(0.4	%)
Operating income		101.8			98.9			(2.9	)		(2.8	)%
Interest and other (income) expense
Interest expense		81.2			81.9			0.7			0.9	%
Loss on disposal of business		—			6.8			6.8			n.m.
Loss on extinguishment of debt		—			9.7			9.7			n.m.
Other (income) expense, net		(0.1	)		0.1			0.2			(200.0	%)
Total interest and other (income) expense		88.1			98.5			17.4			21.5	%
Income (loss) before income taxes		20.7			0.4			(20.3	)		(98.1	%)
Income tax expense (benefit)		10.2			3.8			(6.4	)		(62.7	%)
Net income (loss)	$	10.5		$	(3.4	)	$	(13.9	)		n.m.
Adjusted EBITDA	$	184.8		$	211.1		$	26.3			14.2	%
Adjusted Net Income	$	63.8		$	81.2		$	17.4			27.3	%

n.m. – not meaningful

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The following table presents a reconciliation of Net income (loss) to Adjusted EBITDA for the fiscal year ended June 30, 2016 and the Pro Forma fiscal year ended June 30, 2015.

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016
Adjusted EBITDA Reconciliation:
Net income (loss)	$	10.5		$	(3.4	)
Total depreciation and amortization (1)		75.8			81.7
Interest and other (income) expense		81.1			98.5
Income tax expense		10.2			3.8
EBITDA		177.6			180.6
Adjustments:
Share-based compensation expense		2.6			2.2
Purchase accounting adjustments (2)		3.0			3.9
Transaction costs (3)		2.6			20.6
Other costs (4)		4.9			5.6
Earnings from disposed business (5)		(5.9	)		(1.8	)
Total adjustments		7.2			30.5
Adjusted EBITDA	$	184.8		$	211.1

(1) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization included within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(2) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(3) “Transaction costs” (i) of $2.6 million for the Pro Forma fiscal year ended June 30, 2015 includes acquisition-related expenses of $1.8 million related to stay and retention bonuses and $0.8 million related to severance charges; and (ii) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings.

(4) “Other costs” (i) of $4.9 million for the Pro Forma fiscal year ended June 30, 2015 includes expenses of $3.2 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $0.2 million, $0.1 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; and (ii) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million.

(5) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

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The following table presents a reconciliation of Net income (loss) to Adjusted Net Income for the fiscal year ended June 30, 2016 and the Pro Forma fiscal year ended June 30, 2015.

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016
(in millions)
Adjusted Net Income reconciliation:
Net income (loss)	$	10.5		$	(3.4	)
Adjustments:
Amortization of intangible assets		63.5			67.2
Amortization of debt issuance costs		6.5			7.6
Loss on disposal of business		—			6.8
Loss on extinguishment of debt		—			9.7
Share-based compensation expense		2.6			2.2
Purchase accounting adjustments (1)		3.0			3.9
Transaction costs (2)		2.6			20.6
Other costs (3)		4.9			5.6
Earnings from disposed business (4)		(5.9	)		(1.8	)
Income tax impact of adjustments (5)		(23.9	)		(37.2	)
Total adjustments		53.3			84.6
Adjusted Net Income	$	63.8		$	81.2

(1) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(2) “Transaction costs” (i) of $2.6 million for the Pro Forma fiscal year ended June 30, 2015 includes acquisition-related expenses of $1.8 million related to stay and retention bonuses and $0.8 million related to severance charges; and (ii) of $20.6 million for the fiscal year ended June 30, 2016 includes acquisition-related expenses of $3.0 million related to stay and retention bonuses, $1.1 million related to severance charges, $8.7 million related to transaction-related advisory and diligence fees, $6.0 million related to transaction-related legal, accounting and tax fees and $1.8 million related to professional fees and expenses associated with debt refinancings.

(3) “Other costs” (i) of $4.9 million for the Pro Forma fiscal year ended June 30, 2015 includes expenses of $3.2 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $0.2 million, $0.1 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items; and (ii) of $5.6 million for the fiscal year ended June 30, 2016 includes expenses of $0.5 million associated with the integration of previously acquired managed services platforms into one system, $3.4 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.5 million related to unusual office start-up development costs and certain unusual legal expenses of $1.2 million.

(4) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

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(5) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at our average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for taxes purposes and (ii) the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

Revenue

	Pro Forma fiscal year ended June 30, 2015		Fiscal year ended June 30, 2016		Change
					$		%
Revenue
Product	$	2,049.4	$	2,319.8	$	270.4		13.2	%
Service		327.7		395.1		67.4		20.6	%
Total revenue		2,377.1		2,714.9		337.8		14.2	%

Total revenue increased $337.8 million, or 14.2%, to $2,714.9 million for the fiscal year ended June 30, 2016, compared to total revenue of $2,377.1 million for the Pro Forma fiscal year ended June 30, 2015. Growth in IT spending was driven by the demand associated with the cloud, security and IoT megatrends and, increasingly, the desire of our customers to integrate people, process and technology into their digital business models. We experienced increased growth, particularly in security solutions to all market segments including middle-market customers, government sector and large customers. The increase in total revenue was also a result of our ability to deliver innovative solutions to our customers through multi-vendor, multi-technology solutions.

Revenue from sales of product increased $270.4 million, or 13.2%, to $2,319.8 million for the fiscal year ended June 30, 2016, compared to $2,049.4 million for the Pro Forma fiscal year ended June 30, 2015, a result of strong customer demand for networking infrastructure, data center, security and IoT solutions.

Revenue from sales of services increased $67.4 million, or 20.6%, to $395.1 million for the fiscal year ended June 30, 2016, as compared to $327.7 million for the Pro Forma fiscal year ended June 30, 2015, a result of growth of our professional services business driven by increased complexity of solutions sold to our customers. The shift to more complex solution sales resulted in a 7.7% increase in utilized hours of our engineers and a 4.4% increase in the hourly bill rate charged to our customers.

	Pro Forma fiscal year ended June 30, 2015		Fiscal year ended June 30, 2016		Change
					$		%
Revenue by solution area
Cloud	$	293.0	$	391.7	$	98.7		33.7	%
Security		156.3		249.4		93.1		59.6	%
Digital Infrastructure		1,927.8		2,073.8		146.0		7.6	%
Total revenue	$	2,377.1	$	2,714.9	$	337.8		14.2	%

Cloud revenue increased $98.7 million, or 33.7%, to $391.7 million in the fiscal year ended June 30, 2016, compared to $293.0 million for the Pro Forma fiscal year ended June 30, 2015, a result of higher client demand with middle-market customers, slightly offset by reduced demand with large and government clients. Among our middle-market customers, growth was driven by both healthcare and financial services customers.

Security revenue increased $93.1 million, or 59.6%, to $249.4 million in the fiscal year ended June 30, 2016, compared to $156.3 million in the Pro Forma fiscal year ended June 30, 2015, driven by strong growth

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from all of our client markets. Among our middle-market customers, healthcare clients experienced the largest growth along with strong growth from financial services clients, while in the government market continued focus on public safety by both the U.S. federal government and state and local government clients contributed to strong growth. In the large customer market, growth was led by financial services as well as professional service clients.

Digital Infrastructure grew $146.0 million, or 7.6%, to $2,073.8 million in the fiscal year ended June 30, 2016, compared to $1,927.8 million in the Pro Forma fiscal year ended June 30, 2015, due to increasingly complex business technologies supported by core infrastructure which drove demand for our solutions across all client segments, particularly in the government sector enabling our growth to exceed overall North America IT spend. Government sector market growth was driven by state and local government clients as well as sales to the U.S. federal government.

Gross Margin

	Pro forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016			Change
							$		%
Gross margin
Product gross margin	$	419.7		$	453.3		$	33.6		8.0	%
Service gross margin		68.5			87.3			18.8		27.4	%
Gross margin	$	488.2		$	540.6		$	52.4		10.7	%
Product gross margin %		20.5	%		19.5	%				(1.0	%)
Service gross margin %		20.9	%		22.1	%				1.2	%
Total gross margin %		20.5	%		19.9	%				(0.6	%)

Total gross margin increased $52.4 million, or 10.7%, to $540.6 million for the fiscal year ended June 30, 2016, as compared to $488.2 million for the Pro Forma fiscal year ended June 30, 2015, primarily a result of an increase in total revenue of 14.2% between periods. As a percentage of total revenue, total gross margin decreased 60 basis points to 19.9% for the fiscal year ended June 30, 2016, down from 20.5% of revenue for the Pro Forma fiscal year ended June 30, 2015. The decrease in our total gross margin percentage resulted from lower product gross margins, partially offset by both the higher proportion of services revenue and expanding gross margins in our professional services and managed services business.

Product gross margin as a percentage of product revenue was 19.5% for the fiscal year ended June 30, 2016, a decrease of 100 basis points from 20.5% for the Pro Forma fiscal year ended June 30, 2015. The decrease in gross margin percentage was due to a lower proportion of net sales of third-party support services within product revenue.

Service gross margin as a percentage of services revenue increased 120 basis points from 20.9% for the Pro Forma fiscal year ended June 30, 2015, to 22.1% for the fiscal year ended June 30, 2016, resulting from increased efficiency in professional services revenue performed by internal engineering resources as well as the completion of migration of our clients to a unified managed services platform.

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Operating Expenses

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016			Change
							$		%
Operating expenses
Selling expenses	$	224.2		$	248.2		$	24.0		10.7	%
General and administrative		88.2			96.9			8.7		9.9
Selling, general and administrative costs		312.4			345.1			32.7		10.5	%
Transaction costs		2.6			20.6			18.0		692.3	%
Depreciation and amortization		71.4			76.0			4.6		6.4	%
Total operating expenses	$	386.4		$	441.7		$	55.3		14.3	%
Selling, general and administrative expenses % of total revenue		13.1	%		12.7	%				(0.4	%)

SG&A increased $32.7 million, or 10.5%, to $345.1 million, or 12.7% of total revenue, during the fiscal year ended June 30, 2016, up from $312.4 million, or 13.1% of total revenue, for the Pro Forma fiscal year ended June 30, 2015.

The increase is primarily attributable to investment in our pre-sales engineering talent and outside sales representatives, partially offset by more efficient variable incentive pay plans, as well as the addition of general and administrative personnel to support the increased growth in the business.

Transaction costs primarily relate to professional fees and other costs associated with acquisition and disposition related activities. Transaction costs were $20.6 million in the fiscal year ended June 30, 2016, resulting from diligence, acquisitions and dispositions, including the Atlantix and Netech transactions. Transaction costs were $2.6 million in the Pro Forma fiscal year ended June 30, 2015 primarily associated with acquisition-related stay and retention bonus expense and severance charges.

Depreciation and amortization expense included in operating expenses increased $4.6 million, or 6.4%, to $76.0 million for the fiscal year ended June 30, 2016, from $71.4 million for the Pro Forma fiscal year ended June 30, 2015, primarily as a result of increased amortization expense associated with acquired intangible assets associated with the Netech Acquisition.

Interest and Other (Income) Expense

	Pro Forma fiscal year ended June 30, 2015			Fiscal year ended June 30, 2016		Change
						$		%
Interest and other (income) expense
Interest expense	$	81.2		$	81.9	$	0.7		0.9	%
Loss on disposal of business		—			6.8		6.8		n.m.
Loss on extinguishment of debt		—			9.7		9.7		n.m.
Other (income) expense, net		(0.1	)		0.1		0.2		(200.0	%)
Total interest and other (income) expense	$	81.1		$	98.5	$	17.4		21.5	%

Interest and other (income) expense increased $17.4 million, or 21.5%, to $98.5 million for the fiscal year ended June 30, 2016, from $81.1 million in the Pro Forma fiscal year ended June 30, 2015. The net increase

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was primarily the result of the $6.8 million loss on the disposal of Atlantix in the fiscal year ended June 30, 2016, as well as $9.7 million in losses on early extinguishment of debt in connection with refinancing activity during the fiscal year ended June 30, 2016.

Income Tax Expense

	Pro Forma fiscal year ended June 30, 2015		Fiscal year ended June 30, 2016			Change
						$			%
Income before income taxes	$	20.7	$	0.4		$	(20.3	)		(98.1	%)
Income tax expense		10.2		3.8			(6.4	)		(69.7	%)
Net income (loss)	$	10.5	$	(3.4	)	$	(13.9	)		n.m.

n.m. – not meaningful

Income tax expense of $3.8 million was recognized for the fiscal year ended June 30, 2016, compared to income tax expense of $10.2 million for the Pro Forma fiscal year ended June 30, 2015. The effective tax rate for the fiscal year ended June 30, 2016 was 950.0%, a result of low nominal pre-tax income and nondeductible transaction-related expenses in the period.

Adjusted EBITDA

Adjusted EBITDA increased $26.3 million, or 14.2%, to $211.1 million for the fiscal year ended June 30, 2016, from $184.8 million for the Pro Forma fiscal year ended June 30, 2015, resulting from 14.2% total revenue growth in the period.

Adjusted Net Income

Adjusted Net Income increased $17.4 million, or 27.3%, to $81.2 million for the fiscal year ended June 30, 2016, from $63.8 million for the Pro Forma fiscal year ended June 30, 2015, resulting from the revenue and gross margin growth in the period.

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Pro Forma Fiscal Year Ended June 30, 2015 Compared to Fiscal Year Ended June 30, 2014

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015			Change
							$			%
Revenue
Product	$	1,945.0		$	2,049.4		$	104.4			5.4	%
Service		321.0			327.7			6.7			2.1	%
Total revenue		2,266.0			2,377.1			111.1			4.9	%
Cost of revenue
Product		1,561.1			1,629.7			68.6			4.4	%
Service		250.9			259.2			8.3			3.3	%
Total cost of revenue		1,812.0			1,888.9			76.9			4.2	%
Gross margin		454.0			488.2			34.2			7.5	%
Product gross margin		383.9			419.7			35.8			9.3	%
Service gross margin		70.1			68.5			(1.6	)		(2.3	%)
Product gross margin %		19.7	%		20.5	%					0.8	%
Service gross margin %		21.8	%		20.9	%					(0.9	%)
Total gross margin %		20.0	%		20.5	%					0.5	%
Operating expenses
Selling expenses		211.1			224.2			13.1			6.2	%
General and administrative		90.7			88.2			(2.5	)		(2.8	%)
Transaction costs		14.8			2.6			(12.2	)		(82.4	%)
Depreciation and amortization		45.9			71.4			25.5			55.6	%
Total operating expenses		362.5			386.4			23.9			6.6	%
Selling, general and administrative expenses % of total revenue		13.3	%		13.1	%					(0.2	%)
Operating income		91.5			101.8			10.3			11.3	%
Interest and other (income) expense
Interest expense		34.3			81.2			46.9			136.7	%
Gain on interest rate swap agreements		(2.2	)		—			2.2			(100.0	%)
Loss on extinguishment of debt		2.7			—			(2.7	)		(100.0	%)
Other (income) expense, net		(0.2	)		(0.1	)		0.1			(50.0	%)
Total interest and other (income) expense		34.6			81.1			46.5			134.4	%
Income before income taxes		56.9			20.7			(36.2	)		(63.6	%)
Income tax expense		24.4			10.2			(14.2	)		(58.2	%)
Net income	$	32.5		$	10.5		$	(22.0	)		(67.7	%)
Adjusted EBITDA	$	167.0		$	184.8		$	17.8			10.7	%
Adjusted Net Income	$	81.7		$	63.8		$	(17.9	)		(21.9	%)

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The following table presents a reconciliation of Net income to Adjusted EBITDA for the Pro Forma fiscal year ended June 30, 2015 and the fiscal year ended June 30, 2014.

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015
Adjusted EBITDA reconciliation:
Net income	$	32.5		$	10.5
Total depreciation and amortization (1)		50.6			75.8
Interest and other (income) expense		34.6			81.1
Income tax expense		24.4			10.2
EBITDA		142.1		$	177.6
Adjustments:
Share-based compensation expense		5.5			2.6
Purchase accounting adjustments (2)		—			3.0
Transaction costs (3)		14.8			2.6
Other costs (4)		13.0			4.9
Earnings from disposed business (5)		(8.4	)		(5.9	)
Total adjustments		24.9			7.2
Adjusted EBITDA	$	167.0		$	184.8

(1) “Total depreciation and amortization” equals the sum of (i) depreciation and amortization included within total operating expenses and (ii) depreciation and amortization recorded as part of cost of revenue within our consolidated financial statements.

(2) “Purchase accounting adjustments” include charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liability associated with deferred rent.

(3) “Transaction costs” (i) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; and (ii) of $2.6 million for the Pro Forma fiscal year ended June 30, 2015 includes acquisition-related expenses of $1.8 million related to stay and retention bonuses and $0.8 million related to severance charges.

(4) “Other costs” (i) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; and (ii) of $4.9 million for the Pro Forma fiscal year ended June 30, 2015 includes expenses of $3.2 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $0.2 million, $0.1 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items.

(5) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

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The following table presents a reconciliation of Net income to Adjusted Net Income for the Pro Forma fiscal year ended June 30, 2015 and the fiscal year ended June 30, 2014.

(in millions)	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015
Adjusted Net Income reconciliation:
Net income	$	32.5		$	10.5
Adjustments:
Amortization of intangible assets		38.3			63.5
Amortization of debt issuance costs		4.4			6.5
Loss on extinguishment of debt		2.7			—
Share-based compensation expense		5.5			2.6
Purchase accounting adjustments (1)		—			3.0
Transaction costs (2)		14.8			2.6
Other costs (3)		13.0			4.9
Earnings from disposed business (4)		(8.4	)		(5.9	)
Income tax impact of adjustments (5)		(21.1	)		(23.9	)
Total adjustments		49.2			53.3
Adjusted Net Income	$	81.7		$	63.8

(1) “Purchase accounting adjustments” includes charges associated with noncash adjustments to acquired assets and liabilities in connection with purchase accounting, such as recognition of increased cost of revenue in connection with an inventory step up fair value adjustment, recognition of reduced revenue in connection with a deferred revenue step down fair value adjustment and recognition of increased office rent expense associated with a fair value adjustment to the liabilities associated with deferred rent.

(2) “Transaction costs” (i) of $14.8 million for the fiscal year ended June 30, 2014 includes acquisition-related expenses of $0.8 million related to stay and retention bonuses, $0.3 million related to severance charges, $0.7 million related to transaction-related legal, accounting and tax fees and $13.0 million related to professional fees and expenses associated with debt refinancings; and (ii) of $2.6 million for the Pro Forma fiscal year ended June 30, 2015 includes acquisition-related expenses of $1.8 million related to stay and retention bonuses and $0.8 million related to severance charges.

(3) “Other costs” (i) of $13.0 million for the fiscal year ended June 30, 2014 includes expenses of $3.7 million associated with the integration of previously acquired managed services platforms into one system, certain expenses of $1.1 million related to unusual office start-up development costs, an unusual and non-recurring loss of $1.7 million related to an Atlantix customer receivable, certain unusual legal expenses of $2.2 million, $2.1 million related to payments to our former sponsor for advisory and consulting services and $2.2 million related to certain acquisition-related integration and related costs; and (ii) of $4.9 million for the Pro Forma fiscal year ended June 30, 2015 includes expenses of $3.2 million associated with the integration of previously acquired managed services platforms into one system, $0.7 million related to certain non-recurring costs incurred in the development of our new cloud service offerings, certain expenses of $0.4 million related to unusual office start-up development costs, certain unusual legal expenses of $0.2 million, $0.1 million related to payments to our former sponsor for advisory and consulting services and $0.3 million related to other non-recurring items.

(4) “Earnings from disposed business” represents the removal of the historical earnings contribution of Atlantix prior to the sale of the business.

(5) “Income tax impact of adjustments” includes an estimated tax impact of the adjustments to net income at the Company’s average statutory rate of 39.0%, except for (i) the adjustment of certain transaction costs that are permanently nondeductible for taxes purposes and (ii) the impact of tax-deductible

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goodwill and intangible assets resulting from certain historical acquisitions, and further adjusted for discrete tax items such as the remeasurement of deferred tax liabilities due to state rate changes and write off of deferred tax assets resulting from reorganizations.

Revenue

	Fiscal year ended June 30, 2014		Pro Forma fiscal year ended June 30, 2015		Change
					$		%
Revenue
Product	$	1,945.0	$	2,049.4	$	104.4		5.4	%
Service		321.0		327.7		6.7		2.1	%
Total revenue	$	2,266.0	$	2,377.1	$	111.1		4.9	%

Total revenue increased $111.1 million, or 4.9%, to $2,377.1 million in our Pro Forma fiscal year ended June 30, 2015, compared to total revenue of $2,266.0 million in our fiscal year ended June 30, 2014. The increase in total revenue was the result of our ability to deliver innovative solutions to our customers and the breadth of our product and service offerings.

Revenue from sales of product increased $104.4 million, or 5.4%, to $2,049.4 million in our Pro Forma 2015 fiscal year, compared to $1,945.0 million in our 2014 fiscal year. The increase in product revenue was the result of higher customer demand for the technologies that are most important to our clients’ business, including unified communications and network solutions, data center including hybrid cloud and security technologies. Third-party support services contract revenue also increased in our Pro Forma 2015 fiscal year compared to the prior year, driven by higher volume of contracts sold which resulted from higher third-party support services attach rates on new hardware sales and from increased renewals on expiring third-party support services contracts.

Revenue from sales of services increased $6.7 million, or 2.1%, to $327.7 million in our Pro Forma 2015 fiscal year, as compared to $321.0 million in our 2014 fiscal year. The increase in service revenue was the result of growth of our professional services business due to the increased complexity of solutions sold to our customers, offset by suppressed growth in our managed services business as we completed the integration of multiple service platforms. The shift to more complex solution sales resulted in a 5.1% increase in utilized hours of our engineers in our professional services business.

	Fiscal year ended June 30, 2014		Pro Forma fiscal year ended June 30, 2015		Change
					$		%
Revenue by solution area
Cloud	$	220.2	$	293.0	$	72.8		33.1	%
Security		142.0		156.3		14.3		10.1	%
Digital Infrastructure		1,903.8		1,927.8		24.0		1.3	%
Total revenue	$	2,266.0	$	2,377.1	$	111.1		4.9	%

Cloud revenue increased $72.8 million, or 33.1%, to $293.0 million in our Pro Forma 2015 fiscal year, compared to $220.2 million in our 2014 fiscal year. The increase in Cloud revenue was the result of growth in all market sectors, primarily driven by the government and middle-market sectors. We benefitted from the ongoing evolution of cloud computing, as our clients relied on us and our cloud management solutions to help them develop and implement a cloud strategy. The growth in the government market was driven by the U.S. federal government. In the middle-market, growth was driven by financial services and professional service customers.

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Security revenue increased $14.3 million, or 10.1%, to $156.3 million in our Pro Forma 2015 fiscal year, compared to $142.0 million in our 2014 fiscal year. The increase in Security revenue was driven by continued investment from middle-market clients and large clients. In the middle market, retail and professional service clients drove the growth in our Pro Forma 2015 fiscal year. In the large client market, manufacturing and transportation as well as energy clients and utilities clients comprised a majority of the growth during our Pro Forma 2015 fiscal year.

Digital Infrastructure revenue increased $24.0 million, or 1.3%, $1,927.8 million in our Pro Forma 2015 fiscal year compared to $1,903.8 million in our 2014 fiscal year. The increase in Digital Infrastructure revenue was driven by growth in large sector clients including financial services, healthcare, and manufacturing and transportation.

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015			Change
							$			%
Gross margin
Product	$	383.9		$	419.7		$	35.8			9.3	%
Service		70.1			68.5			(1.6	)		(2.3	%)
Gross margin	$	454.0		$	488.2		$	34.2			7.5	%
Product gross margin %		19.7	%		20.5	%					0.8	%
Service gross margin %		21.8	%		20.9	%					(0.9	%)
Total gross margin %		20.0	%		20.5	%					0.5	%

Gross Margin

Total gross margin increased $34.2 million, or 7.5%, to $488.2 million in our Pro Forma 2015 fiscal year, as compared to $454.0 million in our 2014 fiscal year. The increase in gross margin was primarily due to the increase in total revenue between periods, in addition to a favorable mix of products and services sold with a higher proportion of our revenue being from higher margin products and services. As a percentage of revenue, total gross margin increased 50 basis points to 20.5% in our Pro Forma 2015 fiscal year, from 20.0% of total revenue in our 2014 fiscal year. The increase in our gross margin percentage was caused by improved product margins based on the sale of more complex technologies and from enhanced revenue mix driven by a shift in sales to higher margin product offerings as compared to the prior year.

Product gross margin as a percentage of revenue was 20.5% in our Pro Forma 2015 fiscal year, an increase of 80 basis points from 19.7% in our 2014 fiscal year. This increase was due to the sale of more complex technology and therefore more profitable projects, which featured collaboration and security solutions.

Service gross margin as a percentage of revenue decreased by 90 basis points from 21.8% in our 2014 fiscal year to 20.9% in our Pro Forma 2015 fiscal year as a result of a decline in managed services gross margins as we completed the migration of clients to a unified platform, partially offset by improved utilization (i.e., an increase in the number of chargeable hours) of our engineers in our Pro Forma 2015 fiscal year compared to our 2014 fiscal year.

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Operating Expenses

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015			Change
							$			%
Operating expenses
Selling expenses	$	211.1		$	224.2		$	13.1			6.2	%
General and administrative		90.7			88.2			(2.5	)		(2.8	%)
Selling, general and administrative costs		301.8			312.4			10.6			3.5	%
Transaction costs		14.8			2.6			(12.2	)		(82.4	%)
Depreciation and amortization		45.9			71.4			25.5			55.6	%
Total operating expenses	$	362.5		$	386.4		$	23.9			6.6	%
Selling, general and administrative expenses % of total revenue		13.3	%		13.1	%					(0.2	%)

SG&A increased $10.6 million, or 3.5%, to $312.4 million in our Pro Forma 2015 fiscal year, from $301.8 million in our 2014 fiscal year. The increase in SG&A is primarily due to the hiring of additional sales personnel to support future growth in our business along with an increase in variable incentive pay to our sales force due to the increase in gross margin.

This increase included $14.5 million of costs associated with the hiring of additional sales personnel during our Pro Forma 2015 fiscal year to support future growth in our business, along with an increase in variable incentive pay to our sales force due to the increase in gross margin. SG&A as a percent of revenue improved from 13.3% in our 2014 fiscal year to 13.1% in our Pro Forma 2015 fiscal year.

Transaction costs includes the recognition of transaction expenses primarily associated with the Presidio Acquisition, along with expenses associated with historical acquisitions. We recognized $2.6 million of transaction expenses in our Pro Forma 2015 fiscal year associated with acquisition-related stay and retention bonus expense and severance charges, compared to transaction costs of $14.8 million in our 2014 fiscal year which included $1.8 million of expenses associated with the historical acquisitions of BlueWater and INX and $13.0 million of expenses that we incurred related to our debt refinancing in our 2014 fiscal year. In March 2014, in connection with the payment of an extraordinary dividend to our former sponsor and shareholders, we replaced our then-existing $385.0 million term loan with a new $650.0 million term loan, decreased the available size of the Receivables Securitization Facility and extended the maturities of our revolving credit and securitization arrangements.

Depreciation and amortization expense included in operating expenses increased $25.5 million, or 55.6%, to $71.4 million in our Pro Forma 2015 fiscal year, from $45.9 million in our 2014 fiscal year, as a result of the identification and valuation of finite-lived intangible assets, and resulting amortization expenses associated with the Presidio Acquisition.

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Interest and Other (Income) Expense

	Fiscal year ended June 30, 2014			Pro Forma fiscal year ended June 30, 2015			Change
							$			%
Interest and other (income) expense
Interest expense	$	34.3		$	81.2		$	46.9			136.7	%
Gain on interest rate swap agreements		(2.2	)		—			2.2			(100.0	%)
Loss on extinguishment of debt		2.7			—			(2.7	)		(100.0	%)
Other (income) expense, net		(0.2	)		(0.1	)		0.1			(50.0	%)
Total interest and other (income) expense	$	34.6		$	81.1		$	46.5			134.4	%

Interest and other (income) expense increased $46.5 million, or 134.4%, to $81.1 million in our Pro Forma 2015 fiscal year from $34.6 million in our 2014 fiscal year. The net increase was primarily the result of an additional $46.9 million of interest expense recognized in our Pro Forma 2015 fiscal year. The increase in interest expense primarily relates to interest on the Senior Notes and the Subordinated Notes issued in connection with the Presidio Acquisition in our Pro Forma 2015 fiscal year, along with additional interest expense on the term loan facility issued in connection with the Presidio Acquisition.

Income Tax Expense (Benefit)

	Fiscal year ended June 30, 2014		Pro Forma fiscal year ended June 30, 2015		Change
					$			%
Income before income taxes	$	56.9	$	20.7	$	(36.2	)		(63.6	%)
Income tax expense		24.4		10.2		(14.2	)		(58.2	%)
Net income	$	32.5	$	10.5	$	(22.0	)		(67.7	%)

Income tax expense decreased $14.2 million, or 58.2%, to $10.2 million in our Pro Forma 2015 fiscal year from $24.4 million in our 2014 fiscal year. The change primarily relates to a $36.2 million decrease in pre-tax income in our Pro Forma 2015 fiscal year compared to our 2014 fiscal year, resulting in a 6.4% increase in our effective tax rate from 42.9% in our 2014 fiscal year to 49.3% in our Pro Forma 2015 fiscal year. The primary driver of the increase in the effective tax rate is the non-deductibility of certain expenses in relation to lower nominal pre-tax income in our Pro Forma 2015 fiscal year.

Adjusted EBITDA

Adjusted EBITDA increased $17.8 million, or 10.7%, to $184.8 million in our Pro Forma 2015 fiscal year, from $167.0 million in our 2014 fiscal year. The increase was a result of top-line revenue growth, enhanced revenue mix of higher margin product offerings, the sale of more complex technology solutions and improved gross margin and controlled SG&A in our Pro Forma 2015 fiscal year as compared with our 2014 fiscal year.

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Adjusted Net Income

Adjusted Net Income decreased $17.9 million, or 21.9%, to $63.8 million in the Pro Forma year ended June 30, 2015, from $81.7 million in the year ended June 30, 2014 as a result of the increase in revenue and gross margin being more than offset by higher interest expense incurred as a result of the Presidio Acquisition.

Liquidity and Capital Resources

Following this Offering, we may opportunistically raise debt capital, subject to market and other conditions, to refinance our existing capital structure at a lower all in cost of capital. Additionally, as part of our growth strategies, we may also raise debt capital for strategic alternatives and general corporate purposes.

Overview

We finance our operations and capital expenditures through a combination of internally generated cash from operations and from borrowings under our various debt facilities. We believe that our current sources of funds will be sufficient to fund our cash operating requirements for at least the next year. In addition, we believe that, despite the uncertainty of future macroeconomic conditions, we have adequate sources of liquidity and funding available to meet our long-term needs. These long-term needs primarily include meeting debt service requirements, working capital requirements and capital expenditures. We may also pursue strategic acquisition opportunities that may impact our future cash requirements.

There are a number of factors that may negatively impact our available sources of funds in the future including the ability to generate cash from operations and borrow on debt facilities. The amount of cash generated from operations is dependent upon factors such as the successful execution of our business strategies and general economic conditions. The amount of cash available for borrowings under our various debt facilities is dependent on our ability to maintain sufficient collateral and general financial conditions in the marketplace.

Historical Sources and Uses of Cash

The following table summarizes our sources and uses of cash over the periods indicated:

	Predecessor						Successor
(in millions)	Fiscal year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Fiscal year ended June 30, 2016			Three months ended September 30, 2015			Three months ended September 30, 2016
Net cash provided by (used in)
Operating activities	$	53.3		$	74.5		$	(1.8	)	$	85.6		$	10.3		$	20.8
Investing activities		(74.4	)		(71.3	)		(678.9	)		(322.0	)		(19.2	)		(34.0	)
Net borrowings (repayments) on floor plan facility		20.5			(29.0	)		50.8			20.9			10.4			4.9
Other financing activities		0.5			24.3			718.2			160.2			(22.2	)		23.0
Financing activities		21.0			(4.7	)		769.0			181.1			(11.8	)		27.9
Net increase (decrease) in cash and cash equivalents	$	(0.1	)	$	(1.5	)	$	88.3		$	(55.3	)	$	(20.7	)	$	14.7

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Operating Activities

Net cash flows from operating activities consist of net income (loss) adjusted for noncash items, such as: depreciation and amortization of property and equipment and intangible assets, deferred income taxes, share-based compensation, losses on extinguishments of debt or disposals of businesses and for changes in net working capital assets and liabilities. The cash impact of changes in deferred income taxes primarily relates to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Generally, the most significant factor relates to nondeductible book amortization expense associated with intangible assets. The timing between the conversion of our billed and unbilled receivables into cash from our customers and disbursements to our vendors is the primarily driver of changes in our working capital.

Our net cash provided by (used in) operating activities for our historical periods includes the impact of tax-deductible goodwill and intangible assets resulting from certain historical acquisitions. The reductions in current tax expense associated with the tax-deductible goodwill and intangible assets were:

	Predecessor				Successor
(in millions)	Fiscal year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Fiscal year ended June 30, 2016		Three months ended September 30, 2015		Three months ended September 30, 2016
Impact of tax deductible goodwill and intangible assets	$	6.1	$	3.5	$	2.5	$	8.6	$	1.7	$	3.0

Three months ended September 30, 2016: Net cash provided by operating activities for the three months ended September 30, 2016 was $20.8 million. This was primarily attributed to net income of $5.6 million adjusted for: $18.4 million of intangible amortization expense, $3.4 million of total property and equipment depreciation expense, offset by a $4.6 million deferred income tax benefit and a $3.2 million increase in our working capital components. The net increase in our working capital components was primarily driven by an increase in a partner incentive program receivable that is paid to us on a semi-annual basis in our second and fourth fiscal quarters and a decrease in accrued interest on our Notes due to the semi-annual payment paid by us in our first and third fiscal quarters, mostly offset by the net impact of higher cash collections of receivables compared to the disbursements for accounts payable and accrued expenses.

Three months ended September 30, 2015: Net cash provided by operating activities for the three months ended September 30, 2015 was $10.3 million. This was primarily attributed to net income of $9.7 million adjusted for: $15.9 million of intangible amortization expense, $3.5 million for total property and equipment depreciation expense, offset by a net $18.2 million increase in working capital. The net increase in our working capital components was primarily driven by an increase in a partner incentive program receivable that is paid to us on a semi-annual basis in our second and fourth fiscal quarters and a decrease in accrued interest on our Notes due to the semi-annual payment paid by us in our first and third fiscal quarters.

Fiscal year ended June 30, 2016: Net cash provided by operating activities for the fiscal year ended June 30, 2016 was $85.6 million. This was attributed to a net loss of $3.4 million adjusted for: $67.2 million of intangible amortization expense, $14.5 million of total property and equipment depreciation expense, $9.2 million noncash loss on extinguishment of debt, $6.8 million noncash loss on disposition of the Atlantix business, $7.6 million of amortization of deferred issuance costs, offset by a $19.6 million deferred income tax benefit. In addition, operating cash flows were favorably impacted by a net $4.6 million decrease in our working capital components. The net decrease in our working capital components was primarily driven by the increase in accounts payable and accrued expenses associated with our purchases from vendors exceeding the increase in outstanding customer receivables associated with revenue growth.

November 20, 2014 – June 30, 2015: Net cash used by operating activities for the period from November 20, 2014 to June 30, 2015 was $1.8 million. This was attributed to a net loss of $24.3 million adjusted for: $26.4 million of intangible amortization expense, $5.7 million of total property and equipment depreciation

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expense and $2.7 million of amortization of deferred issuance costs, offset by a $13.0 million deferred income tax benefit. In addition, operating cash flows were favorably impacted by a net $0.6 million decrease in our working capital components. The net decrease in our working capital components was primarily driven by a decrease in prepaid income taxes and an increase in accrued interest associated with debt from the Presidio Acquisition, offset by a net increase in cash collections of receivables and payments of accrued expenses and trade payables.

July 1, 2014 – February 1, 2015: Net cash provided by operating activities during the period from July 1, 2014 to February 1, 2015 was $74.5 million. This was primarily attributed to a net loss of $5.1 million adjusted for: $18.3 million of intangible amortization expense, $6.6 million of total property and equipment depreciation expense, $20.1 million of share-based compensation expense and $3.5 million of deferred income tax expenses. In addition, operating cash flows were favorably impacted by a net $33.2 million decrease in our working capital components. The net decrease in our working capital components was primarily driven by the net impact of higher cash collections of receivables compared to the disbursements for accounts payable and accrued expenses in the period.

Fiscal year ended June 30, 2014: Net cash provided by operating activities for the fiscal year ended June 30, 2014 was $53.3 million. This was primarily attributed to net income of $32.5 million adjusted for $38.3 million of intangible amortization expense, $12.3 million of total property and equipment depreciation expense, partially offset by a net $26.9 million increase in our primary working capital components to support our continued growth. The net increase in our working capital components was primarily driven by the net impact of lower cash collections of receivables compared to higher disbursements for accounts payable and accrued expenses in the period.

Investing Activities

Net cash flows from investing activities consist of the cash flows associated with acquisitions and/or dispositions, leasing activities and capital expenditures. During the periods presented all purchases of property and equipment were of a normal recurring nature. With respect to our leasing activities, we reduce our financial exposure and increase liquidity by partnering with various third-party lenders and discounting the customer lease financing receivables. This results in us carrying both a lease asset and an offsetting financial liability to the lenders on our balance sheet. Accordingly, the investment in leased assets appears in our investing activities and the funding we receive from third-party lenders is recognized in our financing activities, discussed below.

Three months ended September 30, 2016: Net cash used in investing activities for the three months ended September 30, 2016 was $34.0 million. Cash was primarily used for additional investments in discounted client equipment leases of $34.3 million in support of our business and the purchase of property and equipment of $3.3 million, partially offset by proceeds received from our leasing assets of $3.3 million.

Three months ended September 30, 2015: Net cash used in investing activities for the three months ended September 30, 2015 was $19.2 million. Cash was primarily used for additional investments in discounted client equipment leases of $16.6 million in support of our business and the purchase of property and equipment of $2.5 million.

Fiscal year ended June 30, 2016: Net cash used in investing activities for the fiscal year ended June 30, 2016 was $322.0 million. This use of cash was primarily the result of $251.3 million used to acquire the Sequoia and Netech businesses, offset by $36.3 million of cash proceeds received from the disposition of Atlantix. Cash was also used for additional investments in sales-type and direct financing leases in support of our business of $95.4 million and the purchases of property and equipment of $16.4 million.

November 20, 2014 – June 30, 2015: Net cash used in investing activities for the period from November 20, 2014 to June 30, 2015 was $678.9 million. This use of cash was primarily the result of the Presidio Acquisition. Other factors impacting net cash uses of investment activities included investments in

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discounted client equipment leases of $33.6 million in support of our business and the purchase of property and equipment of $5.4 million for use in our operations, partially offset by proceeds received from our leasing assets of $5.8 million.

July 1, 2014 – February 1, 2015: Net cash used in investing activities for the period from July 1, 2014 to February 1, 2015 was $71.3 million. Cash was primarily used for additional investments in discounted client equipment leases of $76.0 million in support of our business and the purchase of property and equipment of $8.6 million, partially offset by proceeds received from our leasing assets of $14.0 million.

Fiscal year ended June 30, 2014: Net cash used in investing activities for the fiscal year ended June 30, 2014 was $74.4 million. Cash was primarily used for additional investments in discounted client equipment leases of $70.8 million in support of our business and the purchase of property and equipment of $9.3 million, partially offset by proceeds received from our leasing assets of $6.9 million.

Financing Activities

Net cash flows from financing activities is primarily associated with cash activity associated with our capitalization, including debt and equity activity, cash flow associated with discounting client leases and activity on our accounts payable floor plan facility.

Three months ended September 30, 2016: Net cash provided by financing activities for the three months ended September 30, 2016 was $27.9 million, comprised of $4.9 million of net borrowings on our accounts payable floor plan facility and $23.0 million of other financing activities. The change in cash due to other financing activities was primarily the result of $33.9 million in proceeds from discounting financing receivables, partly offset by repayments of $5.0 million on the Receivables Securitization Facility and $1.8 million on our term loan facility and $4.1 million of retirements of discounted financing receivables.

Three months ended September 30, 2015: Net cash used by financing activities for the three months ended September 30, 2015 was $11.8 million comprised of $10.4 million of net borrowings on the accounts payable floor plan facility that was more than offset by $22.2 million of other financing activities. The change in cash due to other financing activities was primarily the result of $37.4 million used to repurchase Subordinated Notes held by an unaffiliated third party, offset by proceeds from discounting financing receivables of $16.7 million.

Fiscal year ended June 30, 2016: Net cash provided by financing activities for the fiscal year ended June 30, 2016 was $181.1 million consisted of $20.9 million of net borrowings on the accounts payable floor plan facility and $160.2 million of other financing activities. The other financing activities was primarily the result of net borrowings on term loans of $150.4 million to fund the Sequoia and Netech acquisitions, offset by $65.8 million of cash outflows associate with repayments of the Senior Notes and the Subordinated Notes. Additional cash provided by financing activities includes $86.4 million in proceeds from discounting financing receivables, offset by $10.3 million of payments for future consideration associated with prior acquisitions.

November 20, 2014 – June 30, 2015: Net cash provided by financing activities for the period from November 20, 2014 to June 30, 2015 was $769.0 million comprised of $50.8 million of net borrowings on the accounts payable floor plan facility and $718.2 million of other financing activities. The other financing activities was primarily the result of borrowings on a new term loan of $582.0 million, Senior Notes of $250.0 million and Subordinated Notes of $150.0 million and proceeds of contributed capital of $337.8 million all of which were associated with the Presidio Acquisition. These proceeds were partially offset by $574.8 million in repayments on an old term loan, net repayments on the Receivables Securitization Facility of $40.0 million and the payment of deferred financing costs of $27.1 million; all of which were associated with the Presidio Acquisition. Additional financing was received from advances secured by discounted leases of $44.6 million.

July 1, 2014 – February 1, 2015: Net cash used by financing activities for the period from July 1, 2014 to February 1, 2015 was $4.7 million consisted of $29.0 million in net repayments on the accounts payable floor

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plan facility, mostly offset by $24.3 million provided by other financing activities. The other financing activities were primarily the result of proceeds from advances secured by discounted leases of $65.6 million and net borrowings on the Receivables Securitization Facility of $40.0 million, partially offset by repayments of term loans of $80.0 million.

Fiscal year ended June 30, 2014: Net cash provided by financing activities for fiscal year June 30, 2014 was $21.0 million consisted of $20.5 million of net borrowings on the accounts payable floor plan facility and $0.5 million of other financing activities. The other financing activities was primarily the result of net proceeds on borrowings on term loans of $243.2 million and proceeds from advances secured by discounted leases of $74.5 million, mostly offset by the payment of dividends of $258.7 million and net repayments on the Receivables Securitization Facility of $44.2 million.

Liquidity

We generally fund our short- and long-term liquidity needs through the use of cash flows from operations, utilization of the extended payment terms on our accounts payable-floor plan facility and the available credit on our revolving credit facility, accounts receivable securitization facility and long-term debt.

Our management regularly monitors certain liquidity measures to monitor performance. We believe that the most important of those measures include net debt, net working capital ratio and available liquidity.

(in millions)	June 30, 2015			June 30, 2016			September 30, 2016
Net debt	$	885.3		$	1,038.6		$	1,017.1
Net working capital ratio		0.99	x		0.99	x		0.99	x
Available liquidity	$	318.4		$	277.5		$	299.6

Net debt – We have a substantial amount of indebtedness, largely related to the capitalization of the Company in connection with the Presidio Acquisition. We believe net debt provides information about the utilization of our cash flows to de-lever our company. We define net debt as the total principal of debt outstanding, excluding discounts and issuance costs less cash and cash equivalents. The following table presents our calculation of net debt as of September 30, 2016 and June 30, 2016 and 2015:

(in millions)	June 30, 2015			June 30, 2016			September 30, 2016
Total long-term debt, net of debt issuance costs	$	933.7		$	1,038.0		$	1,032.6
Unamortized debt issuance costs		39.9			33.6			32.2
Cash and cash equivalents		(88.3	)		(33.0	)		(47.7	)
Net debt	$	885.3		$	1,038.6		$	1,017.1

Net working capital ratio – We experience periodic changes in our net working capital, defined as current assets from our consolidated balance sheet minus current liabilities from our consolidated balance sheet excluding cash and cash equivalents and current maturities of long-term debt. We define net working capital ratio as our net working capital divided by current liabilities excluding current maturities of long-term debt.

Available liquidity – As previously discussed, we fund our short-term cash flow requirements through a combination of cash on hand, cash flows generated from operations and revolving credit facilities. We calculate our available liquidity as a sum of cash and cash equivalents from our consolidated balance sheet plus the amount available and unutilized on our revolving and accounts receivable securitization facilities.

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The following table presents amounts outstanding under our primary sources of liquidity as of September 30, 2016 and June 30, 2016 and 2015:

(in millions)	June 30, 2015		June 30, 2016		September 30, 2016
Cash and cash equivalents	$	88.3	$	33.0	$	47.7
Accounts payable—floor plan facility	$	161.9	$	223.3	$	228.2
Revolving credit facility	$	—	$	—	$	—
Receivables Securitization Facility		—		5.0		—
Term loan facility, due February 2022		573.6		732.3		730.5
Senior Notes, 10.25% due February 2023		250.0		222.5		222.5
Subordinated Notes, 10.25% due February 2023		150.0		111.8		111.8
Total long-term debt	$	973.6	$	1,071.6	$	1,064.8

Cash Flow From Operations: We have historically generated positive cash flows from operations. This source of cash has historically provided sufficient funding for operations, managing working capital needs and servicing of long-term debt. We believe that, despite the uncertainty of future macroeconomic conditions, cash flow from operations will continue to provide us with an adequate source of funding for use in meeting our short-term liquidity needs.

Accounts Payable – Floor Plan Facility: We have an agreement with a financial institution that provides our indirect wholly owned subsidiary with funding for discretionary inventory purchases from approved vendors. Payables are due within 90 days and are non-interest bearing provided they are paid when due. We use the extended payment terms of this facility to reduce the working capital needs associated with the timing of vendor payments and the collection of customer receivables. In accordance with the agreement, the financial institution has been granted a senior security interest in the indirect wholly owned subsidiary’s inventory purchased under the agreement and accounts receivable arising from the sale thereof. Payments on the facility are also guaranteed by Presidio LLC and subsidiaries. As of September 30 and June 30, 2016, the aggregate availability for purchases under the floor plan facility is the lesser of $325.0 million or the liquidation value of the pledged assets. The balances outstanding under the accounts payable – floor plan facility were $228.2 million and $223.3 million as of September 30 and June 30, 2016, respectively.

Receivables Securitization Facility: We maintain an accounts receivables securitization facility which provides us with short-term liquidity needs (“Receivables Securitization Facility”). The Receivables Securitization Facility agreement is with our wholly owned non-operating subsidiary, Presidio Capital Funding, LLC (“PCF”). To obtain accounts receivable for use in the Receivables Securitization Facility, PCF purchases the receivables of PNS and Atlantix on a continuous basis and then grants, without recourse, a senior undivided interest in the pooled receivables to the administrative agent of the facility, PNC Bank, while maintaining a subordinated undivided interest in any over-collateralization of the pooled receivables. Presidio LLC services the receivables for PCF at market rates and accordingly, no servicing asset or liability has been recorded. Upon and after the sale or contribution of the accounts receivables to PCF, such accounts receivables are legally assets of PCF and, as such, are not available to our creditors or its other subsidiaries. As a result of its disposition in October 2015, Atlantix ceased to be an originator under the Receivables Securitization Facility.

The committed amount of the Receivables Securitization Facility is $250.0 million and the maturity date is February 2, 2018. The borrowing capacity on the facility is subject to a borrowing limit that is based on eligible receivables, as defined in the securitization agreements. Interest is calculated daily but payable monthly based on a Eurodollar borrowing rate plus a utilized program fee of 1.40%. We also incur a commitment fee of 0.50% or 0.40%, depending on utilization. At September 30 and June 30, 2016, the interest rates were 1.93% and 1.87%, respectively, and the commitment fee was 0.50%, as of September 30 and June 30, 2016.

Accounts receivables purchased by PCF are subject to the satisfaction of customary conditions, including the absence of a termination event and the accuracy of representations and warranties. The obligations

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under the facility are secured by PCF’s right, title and interest in the pool of receivables and certain related assets. The facility requires that Presidio LLC comply with a minimum fixed charge coverage ratio of 1.0 to 1.0 if its excess liquidity, as defined in the facility, falls below $35.0 million for at least five consecutive days. We were in compliance with this covenant as of both September 30 and June 30, 2016.

There were no borrowings outstanding under the facility as of September 30, 2016 and $5.0 million outstanding under the facility as of June 30, 2016. We had $203.4 million and $196.0 million available under the facility based on the collateral available as of September 30 and June 30, 2016, respectively.

February 2015 Credit Facility: On February 2, 2015, Presidio LLC and PNS as borrowers (the “Borrowers”), entered into a senior secured financing facility (the “February 2015 Credit Agreement”), which provided a term loan (“February 2015 Term Loan”) and a revolving credit facility (“February 2015 Revolver”) (collectively referred to as the “February 2015 Credit Facilities”).

The terms of the February 2015 Credit Agreement were amended on May 19, 2015 pursuant to Incremental Assumption Agreement and Amendment No. 1 to, among other things, lower the applicable margin on term loan borrowings. On February 1, 2016, pursuant to Incremental Assumption Agreement and Amendment No. 2, the Borrowers entered into an incremental $25.0 million term loan borrowing. On May 27, 2016, the Borrowers entered into the Incremental Assumption Agreement and Amendment No. 3 (the “May 2016 Amendment”) for an incremental $140.0 million term loan borrowing.

In accordance with the terms of the February 2015 Credit Agreement, the Borrowers may request one or more incremental term loan facilities and/or increase commitments under the February 2015 Revolver in an aggregate amount of up to the sum of $125.0 million plus additional amounts so long as, (i) in the case of loans under additional credit facilities secured by liens (other than to the extent such liens are expressly subordinated in writing to the liens on the collateral securing the February 2015 Credit Agreement), the consolidated net first lien secured leverage ratio would be no greater than 3.25 to 1.00 and (ii) in the case of loans under additional credit facilities that would not be included in the computation of the consolidated net first lien secured leverage ratio, the consolidated net secured leverage ratio would be no greater than 4.25 to 1.00, subject to certain conditions and receipt of commitments by existing or additional lenders.

The Borrowers may voluntarily repay outstanding loans under the February 2015 Credit Agreement at any time, without prepayment premium or penalty except in connection with a repricing event, subject to customary “breakage” costs with respect to LIBOR rate loans.

All obligations under the February 2015 Credit Agreement are unconditionally guaranteed by the Borrowers and each of their existing and future direct and indirect, wholly owned domestic subsidiaries, subject to certain exceptions. The obligations are secured by substantially all assets of the Borrowers and each guarantor, subject to certain exceptions. The February 2015 Credit Agreement is subject to an inter-creditor agreement with the accounts payable—floor plan facility that provides that certain security interests in assets securing the February 2015 Credit Agreement shall be subordinate to the security interests on the collateral securing the obligations under the accounts payable—floor plan facility described above.

The February 2015 Credit Agreement contains certain customary affirmative covenants, negative covenants and events of default. The negative covenants in the February 2015 Credit Agreement include, among other things, limitations (subject in each case to exceptions) on the ability of the Borrowers, the guarantors and their restricted subsidiaries to:

• incur additional debt or issue certain preferred shares;

• create liens on certain assets;

• make certain loans or investments (including acquisitions);

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• pay dividends on or make distributions in respect of capital stock or make other restricted payments;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• sell assets;

• enter into certain transactions with affiliates;

• enter into sale-leaseback transactions;

• change lines of business;

• restrict dividends from our subsidiaries or restrict liens;

• change our fiscal year; and

• modify the terms of certain debt or organizational agreements.

February 2015 Term Loan: Borrowings under the February 2015 Term Loan bear interest at a rate equal to, at the Borrower’s option, either:

(a) the LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans; or

(b) the base rate determined by reference to the highest of:

(i) the federal funds rate plus 0.50%,

(ii) the prime rate, or

(iii) the one-month adjusted LIBOR plus 1.00%,

in each case, plus an applicable margin. The applicable margin for term loans was 5.25% in the case of LIBOR rate borrowings and 4.25% in the case of base rate borrowings prior to the May 19, 2015 amendment and 4.25% in the case of LIBOR rate borrowings and 3.25% in the case of base rate borrowings after the amendment.

The February 2015 Term Loan amortizes 1.00% per annum, payable quarterly on the principal balance of the borrowing, with the balance paid at maturity.

In addition to the required scheduled quarterly payments on the February 2015 Term Loan, the February 2015 Credit Agreement requires the Borrowers to prepay outstanding term loan borrowings, subject to certain exceptions, with:

• 75% (which percentage will be reduced to 50% if the consolidated net first lien secured leverage ratio is less than or equal to 3.00 to 1.00, reduced to 25% if the consolidated net first lien secured leverage ratio is less than or equal to 2.50 to 1.00 and reduced to 0% if the consolidated net first lien secured leverage ratio is less than or equal to 2.00 to 1.00) of the Borrowers’ annual excess cash flow, as defined under the February 2015 Credit Agreement, beginning in our fiscal year ended June 30, 2016;

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• 100% of the net cash proceeds of all non-ordinary course asset sales, other dispositions of property or certain casualty events, in each case subject to certain exceptions and provided that we may (a) reinvest within twelve months or (b) commit to reinvest those proceeds within 12 months and so reinvest such proceeds within 18 months in assets to be used in the business, or certain other permitted investments; and

• 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the February 2015 Credit Agreement.

For the year ended June 30, 2016, there were no prepayments required based on the Borrower’s calculation of annual excess cash flow.

February 2015 Revolver: The February 2015 Revolver provides a $50.0 million borrowing capacity with a $25.0 million sublimit available for letters of credit and a swingline loan sub-facility, maturing February 2, 2020. Borrowings under the February 2015 Revolver bear interest at a rate equal to, at the Borrower’s option, either:

(a) the LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans; or

(b) the base rate determined by reference to the highest of:

(i) the federal funds rate plus 0.50%,

(ii) the prime rate, or

(iii) the one-month adjusted LIBOR plus 1.00%,

in each case, plus an applicable margin. The applicable margin for revolving loans is 4.25% in the case of LIBOR rate borrowings and 3.25% in the case of base rate borrowings (with margins for revolving loans subject to certain reductions based on a net first lien leverage ratio).

In addition to paying interest on outstanding principal under the February 2015 Revolver, the Borrowers are required to pay a commitment fee equal to 0.50% (subject to a step down to 0.375% based on a net first lien leverage ratio) in respect of the unutilized commitments under the facility. The Borrowers are also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and customary fronting fees.

All borrowings under the February 2015 Revolver are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties.

The February 2015 Revolver requires that Presidio Holdings, after an initial grace period and subject to a testing threshold, comply on a quarterly basis with a maximum first lien net senior secured leverage ratio. The testing threshold is met if, at the end of any applicable fiscal quarter, the sum of outstanding exposure under the February 2015 Revolver exceeds 30% of the outstanding commitments under the revolving credit facility at such time.

As of each of September 30, 2016 and June 30, 2016, there were no outstanding borrowings on the February 2015 Revolver and there were $1.5 million in letters of credit outstanding. We are in compliance with the covenants and has $48.5 million available for borrowings under the facility.

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Senior and Subordinated Notes: In conjunction with the Presidio Acquisition on February 2, 2015, Presidio Holdings issued the Senior Notes in an aggregate principal amount of $250.0 million and the Subordinated Notes in an aggregate amount of $150.0 million, each of which will mature on February 15, 2023. Interest on the Notes of each series accrues at a rate of 10.25% per annum, which is payable semiannually in cash on February 15 and August 15 of each year, commencing August 15, 2015. The Notes are fully and unconditionally guaranteed, jointly and severally, by Presidio Holdings’ present and future direct or indirect wholly owned material domestic subsidiaries that guarantee or are directly liable in respect of the senior facilities or certain other future credit facilities or future capital markets indebtedness.

On August 28, 2015, Presidio Holdings repurchased from an unaffiliated third party and subsequently retired $38.2 million of the Subordinated Notes and on June 9, 2016 and June 14, 2016, Presidio Holdings repurchased from an unaffiliated third party and subsequently retired $2.0 million of Senior Notes and $25.6 million of Senior Notes, respectively.

As of each of September 30 and June 30, 2016, funds affiliated with Apollo held an economic interest in $111.8 million of the outstanding Subordinated Notes pursuant to a derivative agreement entered into with an unaffiliated third party, which is the holder of the notes.

The Senior Notes and the related guarantees are senior unsecured obligations of Presidio Holdings and the guarantors, respectively. The Subordinated Notes and the related guarantees are senior subordinated obligations of Presidio Holdings and the guarantors, respectively.

Prior to February 15, 2018, Presidio Holdings may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the notes plus accrued and unpaid interest, plus an applicable make-whole premium. On or after February 15, 2018, Presidio Holdings may redeem some or all of the Notes at certain specified redemption prices, plus accrued and unpaid interest. Additionally, on or prior to February 15, 2018, Presidio Holdings may redeem up to 40% of the aggregate principal amount of each series of Notes with the net proceeds of specified equity offerings at specified redemption prices, provided that at least 50% of the initial principal amount of the applicable series of Notes remains outstanding.

The indentures governing the Notes limit, among other things, Presidio Holdings and the guarantor subsidiaries’ ability to:

• incur or guarantee additional indebtedness;

• pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments;

• make investments;

• consummate certain asset sales;

• engage in transactions with affiliates;

• grant or assume liens; and

• consolidate, merge or transfer all or substantially all of Presidio Holdings’ assets.

Most of the restrictive covenants will cease to apply for so long as the Notes are rated investment grade by both Standard & Poor’s and Moody’s. The indentures governing the Notes also contain customary events of default.

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Contractual Obligations

The following table presents a summary of our contractual obligations as of June 30, 2016 (in millions):

	Payments Due by Period
	Total		<1 year		1-3 years		4-5 years		>5 years
Receivables Securitization Facility (1)	$	5.0	$	—	$	5.0	$	—	$	—
Term loan facility (1)		732.3		7.4		14.8		14.8		695.3
Senior Notes (1)		222.5		—		—		—		222.5
Subordinated Notes (1)		111.8		—		—		—		111.8
Interest on term loan facility, Receivables Securitization Facility and Notes (2)		438.2		73.2		145.0		143.4		76.6
Operating leases (3)		49.5		11.4		16.7		11.4		10.0
Total	$	1,559.3	$	92.0	$	181.5	$	169.6	$	1,116.2

(1) Includes future principal on long-term borrowings through scheduled maturity dates.

(2) Interest payments for the variable rate term loan and Receivables Securitization Facility were calculated using interest rates as of June 30, 2016. Interest on the Notes was calculated using the stated interest rates. Excluded from these amounts are the amortization of debt issuance and other costs related to indebtedness.

(3) Includes the minimum lease payments for non-cancelable operating leases used in our operations. Excluded from these amounts are applicable taxes, insurance and common area maintenance charges which we are obligated to pay per the terms of our lease agreements.

Purchase obligations are defined as an agreement to purchase goods or services which is enforceable and legally binding and specify all significant terms, including fixed or minimum quantities to be purchased, fixed minimum or variable price provisions and approximate timing of the transaction. Purchase orders and authorizations that we issue involve no firm commitment from either party and as such are excluded from the above table. We have no enforceable and legally binding purchase obligations.

Commitments and Contingencies

In the normal course of business, we are subject to certain claims and assessments that arise in the ordinary course of business. We record a liability when we believe that it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine the outcome and the estimated amount of a loss related to such matters. Management believes that there are no claims or assessments outstanding which would materially affect our consolidated results of operations or our financial position.

On July 14, 2015, we received a subpoena from the Office of Inspector General for the General Services Administration (“GSA”) seeking various records relating to GSA contracting activity by us during the period beginning in April 2005 through the present. The subpoena is part of an ongoing law enforcement investigation being conducted by the GSA and requests a broad range of documents relating to business conduct in the GSA Multiple Award Schedule program. We are fully cooperating with the Inspector General in connection with the subpoena.

On March 11, 2016, we received a subpoena from the Office of Treasury Inspector General for Tax Administration for the Department of the Treasury seeking various records from January 1, 2014 through the present, relating our contracts with the Internal Revenue Service as well as our interactions with other parties named in the subpoena who were involved in such contracts. We are fully cooperating with the Treasury Inspector General in connection with the subpoena.

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As these matters are ongoing, we are unable to determine their likely outcome and are unable to reasonably estimate a range of loss, if any, at this time. Accordingly, no provision for these matters has been recorded.

Off-Balance Sheet Arrangements

We have $1.5 million of outstanding letters of credit on our revolver facility as of each of September 30 and June 30, 2016. We have no other off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources.

Dividends

We do not currently anticipate paying dividends on common stock. Any declaration and payment of future dividends to holders of common stock will be at the discretion of the Board of Directors and will depend on many factors, including our financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the Board of Directors deems relevant. Presidio, Inc., as a holding company, has no direct operations and our ability to pay dividends is limited to our available cash on hand and any funds received from subsidiaries. The terms of the indebtedness may restrict Presidio, Inc.’s ability to pay dividends, or may restrict the subsidiaries from paying dividends to Presidio, Inc. Under Delaware law, dividends may be payable only out of surplus, which is net assets minus liabilities and capital, or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with generally accepted accounting principles in the United States requires management to make use of certain 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 amounts of revenue and expenses during the reported periods. We base our estimates on historical experience and on various other assumptions that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

In Note 1 to the audited historical consolidated financial statements included elsewhere in this prospectus, we include a discussion of the significant accounting policies used in the preparation of our consolidated financial statements. We believe that the following items are the most critical accounting policies and estimates that involved significant judgment as we prepared our financial statements. We consider an accounting policy or estimate to be critical if the policy or estimate requires assumptions to be made that were uncertain at the time they were made and if changes in these assumptions could have a material impact on our financial condition or results of operations.

Revenue Recognition

Revenue from our solutions is primarily composed of the sale of third-party products, software and third-party support services. Revenue is recognized when all of the following criteria have been met:

• Persuasive evidence of an arrangement exists. Contracts and customer purchase orders are generally used to determine the existence of an arrangement.

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• Delivery has occurred. Shipping documents and client acceptance, when applicable, are used to verify delivery.

• The fee is fixed or determinable. We assess whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.

• Collectability is reasonably assured. We assess collectability based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.

As a provider of solutions that use third-party products, software and third-party support services, we consider the principal versus agent accounting guidance to determine if revenue should be recognized gross or net of the associated costs. Applying the principal versus agent accounting guidance is a matter of judgment based on the consideration of several factors and indicators.

To meet our customers’ needs, we will enter into arrangements that may consist of a combination of deliverables including third-party hardware, third-party software and third-party support service contracts along with services delivered by us and/or third-parties. These types of arrangements may contain multiple revenue-generating activities or elements where delivery or performance may occur at different times or over different periods of time as discussed in the policies below. For arrangements that contain multiple elements, the total consideration of the arrangement is allocated to the deliverables that qualify as separate units of accounting. Generally, each of the above items qualifies as separate units of accounting since they provide stand-alone value to the customer and the delivery or performance of any undelivered items is considered probable and substantially in our control. The allocation of the arrangement consideration to the separate units of accounting is based on the relative selling price of each deliverable. The relative selling price is determined based on an assessment of the cost plus a reasonable margin. The identification of the deliverables, the separate units of accounting, the estimated selling prices and the allocation of the arrangement require management estimates and judgment. We use historical sales and profitability data in making these estimates and judgments. Additionally, with the exception of our managed service offerings that are delivered over a period up to five years, the majority of our sales are completed within a relatively short time period that reduces the significance of those estimates and judgments that span across reporting periods. The allocation of the arrangement consideration to the deliverables is determined at the inception of the arrangement.

Product Revenue

Revenue for hardware and software: Revenue for the sale of hardware and software products are generally recognized on a gross basis with the sales price to the customer recorded as revenue and the acquisition cost of the revenue recorded as cost of sales, net of vendor rebates. Revenue is generally recognized when the title and risk of loss are passed to the customer. Hardware and software items can be delivered to customers in a variety of ways including as physical products shipped from our warehouse, via drop-shipment by the vendor or supplier, or via electronic delivery for software licenses. We maintain an estimate for sales returns and credit losses based on historical experience as described below. Our vendor partners provide warranties to our customers on equipment sold and as such we have not estimated a warranty reserve or deferred revenue for potential warranty work.

Revenue for maintenance contracts: Revenue for the sale of third-party maintenance contracts is recognized net of the related cost of revenue. In a third-party maintenance contract, all services are provided by our third-party providers and as a result, we concluded that we are acting as an agent and recognize revenue on a net basis at the date of sale with revenue being equal to the gross margin on the transaction. As we are under no obligation to perform additional services, revenue is recognized at the time of sale as opposed to over the life of the maintenance agreement.

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Revenue from leasing arrangements: Revenue recognition for information technology products leased to customers is based on the type of the lease. Each lease is classified as either a direct financing lease, sales-type lease, or operating lease. If a lease meets one or more of the four criteria listed below and both the collectability of the minimum lease payments is reasonably predictable and there are no material uncertainties surrounding the amount of unreimbursable costs yet to be incurred, the lease is classified as either a sales-type or direct financing lease; otherwise, it is classified as an operating lease:

• the lease transfers ownership of the property to the lessee by the end of the lease term;

• the lease contains a bargain purchase option;

• the lease is equal to 75% or more of the estimated economic life of the leased property; or

• the present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90% of the fair value of the leased property at the inception of the lease.

Interest earned on direct financing leases is recognized over the term of the lease using the effective interest method. Revenue on sales-type leases is recognized at the inception of the lease at the present value of the minimum lease payments using the discount rate implicit in the lease, with the earned interest being recognized over the term of the lease using the effective interest method. Minimum lease payments comprise the rental payments that the lessee is obligated to make, excluding contingent rentals and any guarantee by the lessee to pay executory costs. Revenue from operating leases is recognized ratably on a straight-line basis over the term of the lease agreement. Revenue from the sale of the residual asset at the end of a lease term is recognized at the date of sale.

The interest income from direct financing and sales-type leases and the revenue recognized from sales-type leases, operating leases and residual asset sales are presented as product revenue in the consolidated statements of operations.

At the inception of direct financing and sales-type leases, the net investment in leases is recorded which consists of the minimum lease payments, the initial direct costs applicable for direct financing leases, the unguaranteed residual value of the leased asset and the unearned interest income.

We generally assign the customer lease payments to a financial institution along with a first priority security interest in the leased equipment (“discounting”). These assignments do not qualify for sale accounting in accordance with ASC 860, Transfers and Servicing, and as such are not derecognized from the balance sheet and instead reported as collateralized borrowings. Accordingly, the related assets remain on our balance sheet and continue to be reported and accounted for as if the sale or assignment had not occurred. The majority of our assigned lease payments are on a nonrecourse basis with the financial institutions. At the time the lease is discounted, we receive a cash payment from the financial institution equal to the present value of the lease payments discounted at a fixed interest rate. A related liability is established equal to this cash payment received. The asset and liability are both decreased over the term of the lease as payments are received by the financial institution from the lessee. The typical term of our leases and the discounting arrangements is between two and five years.

Sales-type leases: At the inception of the lease, the present value of the non-cancelable rentals is recorded as revenue. Equipment costs, less the present value of the estimated residual values, are recorded in cost of revenue. The difference between the present value of the non-cancelable rentals and the minimum lease payments receivable and the difference between the present value of the estimated residual values and the future value of residuals are recorded as unearned income, which is amortized to revenue over the lease term on an effective interest rate method.

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Direct financing leases: At the inception of a lease, the difference between the cost of the equipment and the present value of the non-cancelable rentals are recorded as unearned income, which is amortized to income over the lease term on an effective interest rate method.

Residual values: Residual values represent management’s estimates of the fair market or realizable values of equipment under leases at the maturity of the leases. Estimating the fair market or realizable value of equipment at a point in the future involves management judgment. Management bases its estimates on historical experience, market values for similar but aged equipment and estimated depreciation factors. Management reviews the residual values and they are reduced as necessary to reflect any decrease in the estimate of fair market or realizable values. Residual values are evaluated on a quarterly basis and any impairment, other than temporary, is recorded in the period in which the impairment is determined. The resulting reduction in the net investment in leases is recognized as a loss in the period in which the estimate is changed. No upward revision of residual value is made subsequent to the inception of the lease.

Operating leases: At the inception of a lease, the equipment assigned to the lease is recorded at cost as equipment under operating leases in our consolidated balance sheets and is depreciated on a straight-line basis over its useful life. Estimating the useful life of equipment requires management judgment. Management bases its estimates on historical experience and industry trends for similar products in the marketplace. Monthly payments are recorded as revenue within our consolidated statements of operations, with the depreciation expense associated with the equipment recorded in cost of product revenue.

Service Revenue

Revenue for services: Revenue for professional services and cloud services is generally recognized as the services are performed. For time and material service contracts revenue is recognized at the contractual hourly rates for the hours performed during the period. For fixed price service contracts revenue is recognized on a proportional performance method. Milestone payments are recognized against the labor hours completed compared to the total estimated hours for the scope of work with contract and revenue accrued or deferred as appropriate. Estimating the proportional performance on a contract requires management judgment. Management bases its estimates on the scope of work being performed, our historical experience performing similar work and the risks and uncertainties surrounding that work. These estimates are adjusted throughout the performance of the contract as work is completed. Our actual results have not differed materially from our estimates and we do not believe it is reasonably likely that the estimates and related assumptions will change materially in the foreseeable future. Revenue for managed services is generally recognized on a straight-line basis over the term of the arrangement. We may incur upfront costs associated with professional and managed services including, but not limited to, purchasing maintenance arrangements and software licenses. These costs are initially deferred as prepaid expenses or other assets and expensed over the period that services are being provided.

Provision for Sales Returns and Credit Losses

Accounts receivable are carried at the original invoice amount less a provision for credit losses. Management determines the provision for credit losses by reviewing all outstanding amounts to identify troubled accounts, using historical experience applied to the aging of accounts and considering current economic conditions that may affect a customer’s ability to pay. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.

A provision for sales returns is maintained for potential future product returns. A corresponding provision is maintained for those product returns that we are able to return to our vendors or original equipment manufacturers. These provisions are also based on an evaluation of historical trends in product return rates and are presented in accounts receivable and product revenue.

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Provision for credit losses are maintained for potentially uncollectible accounts, unbilled and financing receivables. The provisions are increased for potential credit losses, which increases expenses and decreased by subsequent recoveries. The provisions for credit losses are decreased by write offs and reductions to the provision for potential credit losses. Accounts are either written off or written down when the loss is both probable and determinable. Management’s determination of the adequacy of the provision for credit losses for accounts receivable, unbilled receivables and financing receivables is based on the age of the receivable balance, the customer’s credit quality rating, an evaluation of historical credit losses, current economic conditions and other relevant factors.

Goodwill and Intangible Assets

Goodwill and intangible assets are generally acquired in conjunction with a business combination using the acquisition method of accounting. The acquisition method requires that the total purchase price of the acquired entity be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The assets acquired include the analysis and recognition of intangible assets such as customer relationships, trade names and contractual rights and the liabilities assumed include contractual commitments and contingencies. Any premium paid over the fair value of the net assets and liabilities acquired is recorded as goodwill. Determining the fair value of the assets and liabilities acquired involves significant estimates and judgments by management. Management typically engages a third-party valuation specialist to assist in the identification and valuation of these assets and liabilities. Valuing the assets and liabilities of a business generally involves the use of the market approach, income approach and cost approach.

Finite-lived Intangible Assets

Finite-lived intangible assets such as customer relationships assets and developed technology are amortized over their estimated useful lives, generally on a straight-line basis for periods ranging from one to ten years. Estimating the useful life of finite-lived intangible assets requires management judgment. Management bases its judgment on historical experience and the assumptions and inputs used in initially valuing the assets. Assumptions and inputs used in determining customer relationships and trade name values include estimating future cash flows, profitability, discount rates and a customer attrition rate. The useful life of developed technology is based on management’s estimate of market trends. Finite-lived intangible assets are reviewed for impairment or obsolescence whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to the future undiscounted net cash flows expected to be generated by that asset. If the asset is considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the estimated fair value. No impairment of finite-lived intangible assets was recognized for any of the periods presented.

Goodwill and Indefinite-lived Intangible Assets

We test goodwill for impairment at least annually on March 31 of each year for each reporting unit. The impairment assessment considers qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In performing this qualitative assessment, we assess relevant events and circumstances that may impact the fair value and the carrying amount of each of reporting unit. Factors that are considered include, but are not limited to, the following: (1) macroeconomic conditions; (2) industry and market conditions; (3) overall financial performance and expected financial performance; (4) other entity specific events, such as changes in management or key personnel; and (5) events affecting our reporting units, such as a change in the composition of net assets or any expected dispositions.

If after assessing the qualitative factors, we determine that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then we perform a two-step impairment test. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount

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of a reporting unit exceeds its fair value, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill to determine the amount of impairment loss. The fair value of a reporting unit is determined by using a combination of a discounted cash flow approach and a market approach. The significant estimates and assumptions utilized in the fair value estimate include revenue and margin projections, working capital requirements, capital expenditures, terminal growth rates, discount rates and the selection of peer company multiples.

We performed impairment assessments as of March 31, 2016 and 2015. Given the close proximity of the March 31, 2015 annual goodwill impairment test to the date of the Presidio Acquisition, the fair values of the reporting units approximated the carrying values and no indicators of impairment were noted. As of March 31, 2016, our estimated fair value exceeded our carrying value by a range of 25.8% to 33.0%. A range of fair values were considered using varying assumptions in the discounted cash flow valuation model for the purposes of assessing the sensitivity of the results. On a qualitative basis, no economic, industry or our company-specific indicators were noted which would have led us to believe that it is more likely than not that goodwill was impaired since March 31, 2016.

Similar to goodwill, indefinite-lived intangible assets other than goodwill are assessed annually on March 31, or more frequently if indicated, for impairment. The impairment assessment first considers qualitative factors to determine whether events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired including, but not limited to, the following: (1) the performance of the underlying business related to each trade name, (2) the use of the trade names to market to customers and transact with vendors and (3) the expectation that the trade names will continue to be used going forward. If after assessing the qualitative factors, we determine that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value, then we will write-down the value of the intangible asset to its fair value. The fair value of an indefinite-lived intangible asset is determined using the relief from royalty method. The significant estimates and assumptions utilized in the fair value estimates include revenue projections, the royalty rate and the weighted average cost of capital.

No impairment of goodwill or indefinite-lived intangible assets was recognized for any of the periods presented.

Share-based Compensation

We measure and recognize share-based compensation expense for all share-based awards made to employees and directors using fair value based methods over the requisite service period adjusted for estimated forfeiture rates based on historical experience. The cost of equity-classified awards is based on the grant date fair value calculated using a Black-Scholes or Monte Carlo valuation model, depending on the nature and classification of the award. The costs of liability-classified awards was based on the intrinsic value of the awards at each reporting date. All liability-classified awards were settled in conjunction with the Presidio Acquisition.

Share-based compensation expense for awards with a service only condition is recognized over the employee’s requisite service period using a graded vesting method. For awards with a performance condition that affects vesting, the performance condition is not considered in determining the award’s grant date fair value; however, the conditions are considered when estimating the quantity of awards that are expected to vest. No compensation expense is recorded for awards with performance conditions until the performance condition is determined to be probable of achievement. Estimating when a performance condition is probable of achievement requires management judgment. Management considers all available factors and available information in making this determination including, measurement against the performance condition, historical results, volatility, remaining contractual period of the awards and future forecasts and market outlook. For awards with a market condition that affects vesting, the market condition is considered in determining the award’s grant date fair value. Compensation expense for awards with a market condition are recognized straight-line over the derived or implied service period. For awards with both a performance and market condition, the market condition is incorporated into the fair value of the award, while the performance condition impacts the timing of the expense recognition.

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In the case of modifications of awards, additional share-based compensation expense is based on the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified.

Share-based compensation expense is classified as selling expenses or general and administrative expenses consistent with other compensation expense associated with the award recipient.

Assumptions used in the Black-Scholes and Monte Carlo valuation models to calculate the fair value of the awards includes the expected life, volatility, risk-free rate and dividend yield. We use the simplified method in estimating the expected life of service based awards because we do not have sufficient historical exercise data to provide a reasonable basis to estimate future exercise patterns. The expected stock price volatility is based on the average of the historical volatility of public companies in industries similar to our industry. The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant over the expected term of the option. We do not use a dividend yield as we have not historically paid dividends.

We did not grant any stock options during the Predecessor period from July 1, 2014 to February 1, 2015. During the Successor period from November 20, 2014 to September 30, 2016¹⁷ the following options were granted:

Grant Date	Estimated Stock Value		Tranche A (Service Based)		Tranche B & C (Performance Based)		Exercise Price
March 11, 2015	$	10.00		1,636,750		1,629,250	$	10.00
May 5, 2015	$	10.00		5,000		5,000	$	10.00
June 5, 2015	$	10.00		15,000		15,000	$	10.00
October 1, 2015	$	12.58		9,937		9,936	$	12.58
November 1, 2015	$	12.58		7,500		7,500	$	12.58
November 24, 2015	$	17.50		28,862		28,853	$	17.50
February 1, 2016	$	17.50		113,148		113,137	$	17.50
February 26, 2016	$	17.50		57,754		57,749	$	17.50
May 19, 2016	$	17.50		27,499		20,001	$	17.50
August 10, 2016	$	17.50		17,856		17,858	$	17.50
				1,919,306		1,904,284

The estimated stock value used in the fair value calculation of the stock options granted on March 11, 2015 was determined based on the common stock value agreed to between two unrelated third parties, namely affiliates of American Securities and the Apollo Group, based on the terms of the acquisition of Presidio Holdings by the Apollo Funds on February 2, 2015. As the grant of the stock options was near the time of the acquisition and our operations and structure remained unchanged during that time, management believes this value best represents the fair value of our common stock in the absence of having a quoted market price on an active exchange. For the stock options granted May 5, 2015 and June 5, 2015, management continued to estimate the stock value used in the fair value calculation at $10.00 per share. Management’s estimate was based on similar factors as those considered for the March 11, 2015 grant, as well as a sensitivity analysis and materiality assessment.

¹⁷  From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. See “Basis of Presentation.”

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For the stock options granted between June 30, 2015 and September 30, 2016, the fair value of our common stock was determined by our Board of Directors, with input from management and in consideration of the American Institute of Certified Public Accountants Accounting and Valuation Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation. In the absence of a public trading market for our common stock estimating the fair value of our common stock requires significant judgment and consideration of numerous objective and subjective factors, including:

• Our historical and projected operating and financial results;

• Current business conditions and performance;

• Business risks in our operating strategy;

• Trends and developments in our industry;

• Our stage of development;

• The market performance of comparable publicly traded companies;

• Lack of marketability for our common stock;

• The likelihood of achieving a liquidity event for our common stock, such as an initial public offering or sale of the company in the prevailing market conditions;

• The U.S. and global capital market conditions; and

• Management and board experience.

In valuing our common stock, our board of directors contemporaneously determined the equity value of our business using a combination of a market approach valuation method of comparable companies and an income approach valuation method using a discounted cash flow. The market approach estimates equity value based on a comparison of our company to comparable public companies in similar lines of business. From comparable companies, a representative market value multiple is determined that is applied to our results of operations to estimate the value of our company. In our valuations, the multiple of the comparative companies was determined based on EBITDA. To determine our peer group of companies, we considered companies that were similar to us in size, stage of life cycle and financial leverage. The income approach involves applying an appropriate risk-adjusted discount rate to projected cash flows based on forecasted revenue and costs. The estimated values from the market approach and income approach were then discounted by a non-marketability factor due to the fact that stockholders of private companies do not have access to trading markets similar to stockholders of publicly traded companies, which impact liquidity.

In the case of certain grants issued in between valuation dates, management considered the amount of time between the valuation date and the grant date to determine whether or not to use the latest common stock valuation.

There is inherent uncertainty in estimating the fair value of our common stock and if we had made different assumptions, the fair value of the underlying common stock and amount of our share-based compensation expense, net income (loss) and earnings (loss) per share would have been different.

We believe the increase in the value of our common stock from the Presidio Acquisition to the fair values estimated as of September 30, 2016 was attributed to the overall increase in equity markets and other company-specific factors, including increased performance and expected increase in liquidity from having our shares traded in the public market.

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Following the closing of this Offering, the fair value per share of our common stock for purposes of determining share-based compensation expense will be the closing price of our common stock as reported on the NASDAQ on the applicable grant date and estimates regarding the fair value of our common stock will not be necessary.

Income Taxes

Deferred taxes are calculated using the liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The assessment of future realization of deferred tax assets requires management judgment. Based on management’s forecast of future operations, no valuation allowance has been recorded for any of our deferred tax assets as we believe we will generate sufficient taxable income in the future to realize these benefits. Deferred tax assets and liabilities are presented based on the tax rates currently in effect and adjusted for changes in tax laws and rates on the date of enactment.

We evaluate our tax positions under a more-likely-than-not recognition threshold and measurement analysis before they can be recognized for financial statement reporting. Identifying and evaluating the likely outcome of tax positions requires management judgment. Uncertain tax positions have been classified as current or noncurrent income tax liabilities based on the expectation of whether they will be paid in the next 12 months. Our policy for interest and penalties related to income tax exposures is to recognize interest and penalties as a component of the income taxes on continuing operations in our consolidated statements of operations.

Recent Accounting Pronouncements

See the information set forth in Note 1 (Recent Accounting Pronouncements Not Yet Adopted) to the historical consolidated financial statements included elsewhere in this prospectus.

Impact of Inflation

Inflation has not had a material impact on our operating results. We generally have been able to pass along price increases to our customers, though certain economic factors and technological advances in recent years have tended to place downward pressure on pricing.

Quantitative and Qualitative Disclosure About Market Risk

Interest Rate Risk

Our market risks relate primarily to changes in interest rates. The interest rates on borrowings under our term loans are floating and, therefore, are subject to fluctuations. Currently the applicable interest rate is based on a floor, however if interest rates rise in the future with the base rate increasing above the floor, our interest expense will increase. To manage this risk, we may enter into interest rate swaps to add stability to interest expense and to manage our exposure to interest rate fluctuations.

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BUSINESS

Company Overview

Presidio is a leading provider of IT solutions to the middle market in North America. We enable business transformation through our expertise in IT solutions, with a specific focus on Digital Infrastructure, Cloud and Security solutions. Our solutions are delivered through a broad suite of professional services, including strategy, consulting, design and implementation. We complement our professional services with project management, technology acquisition, managed services, maintenance and support to offer a full lifecycle model. Our services-led, lifecycle model leads to ongoing client engagement. As of June 30, 2016, we serve approximately 7,000 middle-market, large and government organizations across a diverse range of industries.

We have three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Through our increasing focus on cloud and security, we believe we are well positioned to benefit from the rapid growth in demand for these technologies and expect our business mix to continue shifting toward them. Within our three solutions areas, we offer customers enterprise-class solutions that are critical to driving digital transformation and expanding business capabilities. Examples of our solutions include advanced networking, IoT, data analytics, data center modernization, hybrid and multi-cloud, cyber risk management and enterprise mobility. These solutions are enabled by our expertise in foundational technologies, built upon our investments in network, data center, security, collaboration and mobility.

The middle market is a highly attractive segment of the IT Services market. We believe we are the leading middle-market provider of IT solutions and are differentiated by our strategic focus on this attractive segment. The increasing potential and complexity of emerging technologies and digital transformation are creating more demand for our solutions and services. As a trusted solutions provider, our clients rely on us for IT investment decisions. We simplify IT for them by building solutions utilizing what we view as the best possible technologies. Customers in the middle market are usually large enough to have substantial technology needs but typically have fewer IT resources and lack the broad expertise required to develop the necessary solutions as compared to larger companies. Since many large-scale IT Services providers focus on larger enterprises, and because many resellers are unable to provide end-to-end solutions, we believe the middle market has remained underpenetrated and underserved.

We develop and maintain our long-term client relationships through a localized direct sales force of over 500 employees based in over 60 offices across the United States as of June 30, 2016. As a strategic partner and trusted advisor to our clients, we provide the expertise to implement new solutions, as well as optimize and better leverage existing IT resources. We provide strategy, consulting, design, customized deployment, integration and lifecycle management through our team of approximately 1,600 engineers as of June 30, 2016, enabling us to architect and manage the ideal IT solutions for our clients. Our local delivery model, combining relationship managers and expert engineering teams, allows us to win, retain and expand our client relationships.

Our client base is diversified across individual customers and industry verticals. In our fiscal year ended June 30, 2016, only 19% of our revenue was attributable to our top 25 clients by revenue and no industry vertical accounted for more than 20% of our revenue. Among the verticals that we serve, healthcare, professional services, financial services, governments and education are our largest categories. We believe that our diversified business profile is a key driver of our ability to generate growth across different economic and technology cycles.

Our strategic focus on the middle-market and high-growth solutions areas has enabled us to achieve 11% annualized growth in our revenue from our fiscal year ended June 30, 2012 to our fiscal year ended June 30, 2016. Over the same period, we have significantly outpaced the overall IT market growth rate, according to Gartner. We believe that we are well positioned for continued success as IT becomes more transformative and complex, driving demand for our solutions.

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Our revenue was $1,393 million for the Predecessor period beginning July 1, 2014 and ending February 1, 2015 and $985 million for the Successor period beginning November 20, 2014 and ending June 30, 2015. From November 20, 2014 to February 1, 2015, the Successor had no operations or activities other than the incurrence of transaction costs related to the Presidio Acquisition. Our revenue for our Combined fiscal year ended June 30, 2015 was $2,378 million and increased 14.2% to $2,715 million in our fiscal year ended June 30, 2016. In our fiscal year ended June 30, 2016, our net loss was $3.4 million. In the same period, Adjusted EBITDA and Adjusted Net Income were $211.1 million and $81.2 million, respectively. Adjusted EBITDA and Adjusted Net Income are non-GAAP financial measures. See “Non-GAAP Financial Measures” and footnotes 2 and 4 under “Prospectus Summary—Summary Historical and Pro Forma Financial Information” for the definitions of Adjusted EBITDA and Adjusted Net Income, the reasons for their inclusion and a reconciliation to net income.

As of September 30, 2016, our backlog orders believed to be firm was approximately $542 million, compared to approximately $440 million as of September 30, 2015. Our backlog orders believed to be firm represents executed by unfulfilled client orders that we expect to result in actual revenue in future periods. The actual realization and timing of any of this revenue is subject to various contingencies, many of which are beyond our control, and such realization may never occur or may change because an order could be reduced, modified or terminated early. Due to these uncertainties, we estimate that approximately $145 million of our backlog orders believed to be firm as of September 30, 2016 will not be fulfilled within the current fiscal year.

Market Overview

We operate in the large and growing North American IT market. According to Gartner, the overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. Our primary focus is on the attractive middle market of the overall North American IT market, which, according to Gartner, is projected to grow from $226 billion in 2015 to $293 billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. Industry dynamics continue to favor services-led solutions providers, as businesses increasingly rely on us to advise them on complex IT projects, enabling them to better focus on their core capabilities and enhance productivity.

North America IT Spend by Category¹⁸ North America IT Spend by Company Size

¹⁸  See Gartner note (1) in the section titled “Market, Industry and Other Data.”

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While we primarily focus our operations on the U.S. middle market, we have generated sales in and have operations in Canada, the only other country included in Gartner’s North American IT market measurements. Our sales in Canada generated approximately 0.3% of our revenue in the fiscal year ended June 30, 2016. Our total sales outside the United States represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, and the growth rates of the overall North American IT market and the IT Services sub-market generally indicate a growing market for our business.

We believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. These trends reflect expanding IT complexity that organizations must manage to remain competitive; however, many middle-market companies lack the resources to design, integrate and manage full life cycle solutions across multiple technology silos to capitalize on these new technologies. A recent survey by Gartner¹⁹ predicted that the four biggest drivers of increased IT budget spend would be in the areas of analytics, infrastructure and datacenter, security and cloud, all of which are areas addressed by our core solutions.

Because of our strategic focus on high-growth solutions areas, our North American TAM is expected to grow at a 12% CAGR from $189 billion in 2015 to $328 billion in 2020, according to Gartner and management estimates.²⁰

Digital Infrastructure TAM Cloud TAM Security TAM

                                    [CHART]                                        

Specific components of our TAM are as follows:

• Digital Infrastructure solutions: Gartner estimates that our addressable enterprise-class infrastructure market was $160 billion in 2015 and is projected to grow at a 10% CAGR through 2020. Gartner defines infrastructure solutions as infrastructure services, network services, data center hardware and software, data center outsourcing, enterprise network outsourcing, data center systems support and network systems support, as well as IoT implementation, operations and consulting. Gartner defines enterprise-class as “the ability of a given tool or product to handle complex processes or services.” We believe key emerging trends driving this growth include increased infrastructure requirements for cloud (public, private and multi) usage including integration of SaaS applications into environments, low-latency requirements, SDN, IoT-connected devices and data management strategies supporting data analytics. We enable businesses to capitalize on these emerging trends by designing and deploying new solutions and by refreshing and replacing their inflexible or under-provisioned existing networks and infrastructure.

¹⁹  See Gartner note (2) in the section titled “Market, Industry and Other Data.”

²⁰  See Gartner note (3) in the section titled “Market, Industry and Other Data.”

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• Cloud solutions: Over the past several years, the SaaS, PaaS and IaaS markets have provided a viable complement to traditional on premise, enterprise-class infrastructure solutions. Clients are deploying multi-cloud solutions that drive increased demand for private clouds, networking, storage and virtualization, as well as public-cloud integration. Gartner estimates that the North American cloud infrastructure opportunity was approximately $10 billion in 2015 and is projected to grow at a CAGR of more than 35% through 2020. Gartner defines cloud solutions as cloud computing services.

• Security solutions: The information security market has been driven by an increase in threats and targeted attacks over the last several years. This is due to the substantial increase in sophistication of attacks (including organized crime and state-sponsored entities) and client adoption of new technologies such as cloud computing and IoT that have created new security exposures for businesses. Security attacks have affected nearly every organization, making security a top priority for senior management teams and boards of directors. Despite years of effort and an estimated tens of billions of dollars spent annually,²¹ we believe that most organizations are still not sufficiently protected against cyberattacks. Additionally, heightened sensitivity around data security has introduced new regulation and contractual requirements in a number of the industries we serve. According to Gartner and management estimates, the North American security market was $19 billion in 2015, with a projected CAGR of more than 10% through 2020.²² Gartner defines security solutions as consulting, hardware support, implementation and IT outsourcing.

We believe that we are well positioned within the fragmented North American IT Services market— where no individual company has over 5% market share, according to Gartner.²³ We have become a trusted advisor to our middle-market clients by providing enterprise-class, vendor-agnostic and end-to-end solutions through our national team of engineers and strong local relationships. We believe that our value proposition will allow us to take market share because local and regional service providers lack our scale, technology expertise and end-to-end solution capabilities and the larger national and global firms do not have the focus, local relationships and organizational structure to provide solutions to the middle market.

Our Solutions

We consider ourselves to be a leading provider of end-to-end and innovative IT solutions across our three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Due to the accelerated growth and adoption of cloud and security solutions, as seen in Gartner’s projected growth in our total addressable markets, we expect Cloud and Security to continue to drive a mix shift in our revenue base over time.

(Percentage of fiscal 2016 revenue)

    Digital Infrastructure Cloud Security

²¹  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

²²  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

²³  See Gartner note (5) in the section titled “Market, Industry and Other Data.”

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At the core of our solutions is our services expertise, which combines professional services, project management and technology acquisition, as well as managed, maintenance and support services across our clients’ IT lifecycle. Our offerings are focused on five core foundational IT technologies: network, data center, security, collaboration and mobility. We enable our clients to capitalize on technology advances, simplify IT complexity and optimize existing environments, which drives business transformation through new applications, user experiences and revenue models. As a services-led organization, we work with our clients to understand their unique business challenges and opportunities. Once a client’s needs have been identified, a team of Presidio engineers designs a vendor-agnostic IT solution tailored to the client’s objectives and then acquires the technology and implements the solution. As part of our full lifecycle model, we also provide managed, maintenance and support services to our clients.

Across each of our solution areas, we focus on building expertise in the emerging trends and leading-edge technologies that matter most to our clients. Specifically, in Digital Infrastructure, we have deployed next-generation, converged network and data center technologies to support the increasing demands of multi-channel client interaction and an increasingly mobile workforce. In Cloud, we have developed solutions that allow us to deploy hybrid and multi-cloud environments and software-defined infrastructure, in an automated and orchestrated fashion, giving our clients agility and powerful governance over their application environments. In Security, we have developed strong capabilities in risk assessment, gap remediation, proactive risk management and incident response.

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Digital Infrastructure Solutions: Our enterprise-class Digital Infrastructure solutions enable clients to deploy IT infrastructure that is cloud-flexible, mobile-ready, secure and insight-driven. We also make clients’ existing IT infrastructure more efficient and flexible for emerging technologies. Within Digital Infrastructure, we are focused on networking, collaboration, enterprise mobility, IoT and data analytics. In networking, we are designing and deploying the intelligent interconnectivity that will enable our customers to take advantage of the advances in IT, including cloud and data analytics. In collaboration, we help our clients create environments that allow for faster decision-making by integrating all their critical business and communications applications into a unified solution. Our solutions are mobile-ready, as we extend our clients’ local and wide area networks by enabling reliable, secure and scalable access to all types of mobile devices. In IoT, we are helping our clients move from traditional manual processes to automated machine-to-machine connectivity, enabling enhanced efficiency, powerful data insights and integration of historically non-IT assets into the IT environment. Given the millions of potential configurations across technologies, our clients rely on our expertise to simplify the highly complex IT landscape.

Digital Infrastructure Representative Client – Huntsville, TX School District
	Situation: The Huntsville, TX School District serves 6,300 students spread across 644 square miles of bus routes. That means some students spend up to 3 hours riding the bus every day on top of school and studying, leaving little room for anything else. Drawing on our extensive experience with K-12 education clients along with our Internet of Things (IoT) Connected Bus architecture, Presidio developed a holistic solution that integrates hardware, software, data and connectivity.
	Solution and Benefits: We deployed 3G/4G connectivity on school buses for connection to Android based tablets for student ridership, turn-by-turn navigation, driver information and designed the associated App. In addition to live telematics, tracking is provided through Automatic Vehicle Location (AVL) via GPS with geo-fencing. Students can use Wifi-enabled tablets to study on the bus ride, more than doubling their discretionary time. A special App notifies parents when their children enter or exit the bus while real-time video feeds improve security. Telematics enable the fleet manager to monitor the vehicle and driver, reducing maintenance costs and optimizing routes. Fulfilling its mission to put digital resources in the classroom and support the child’s need to learn anywhere, anytime, “any path, any pace,” Huntsville is using technology to improve the quality of education as well as transportation.

Digital Infrastructure Representative Client – Hofstra University
	Situation: Hofstra University, a nationally recognized institution with the motto “pride and purpose,” is adding new schools and increasing its academic selectivity. It is the only university to host three consecutive U.S. presidential debates. But the 2016 debate was different; instead of the usual 12 months, the University had only eight weeks to prepare after the original host withdrew. Presidio was called in to program manage, design and deliver a secure data network to accommodate 4,000 members of the media.
	Situation and Benefits: With more media needing more bandwidth, demands on the network were higher than ever due to coverage by social media platforms like Facebook and Twitter, and Wi-Fi-enabled video cameras streaming the event. Presidio delivered this network and also ensured it complied with stringent security guidelines. CNN, Fox News Channel, MSNBC, Bloomberg and Telemundo International erected stages around the Student Center, broadcasting live from campus as early as two days before the debate in addition to several hundred media outlets broadcasting and filing stories simultaneously. Media coverage of the debate set a record with 80 million viewers worldwide with Hofstra ranking 12th in Google search terms related to the debate. According to the University, interest in and visits to the University rose, students were more engaged and registered to vote, and through debate-related events, advocacy activity was at an all-time high.

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Cloud Solutions: We have found that businesses are increasingly required to deliver new products and services to market in shortened time frames by leveraging technology to transform the rate at which they can innovate. Part of this transformation is the proliferation and adoption of the cloud. As a result, companies are increasingly turning to us for help with their cloud strategy and adoption. A recent survey by Gartner²⁴ indicated that 71% of organizations currently deploy or plan to deploy cloud services by the end of 2017. Through our acquisition of Sequoia and our organic investments, we provide cloud enablement and migration services as well as private, hybrid and multi-cloud solutions, including data center modernization, managed cloud, orchestration and automation and operational support to our clients. We combine our highly specialized cloud professional services with our deep experience in cloud-managed services, converged infrastructure, server, storage, support and capacity-on-demand economic models to provide a complete lifecycle of cloud infrastructure solutions for our clients. Our proprietary tools, technical expertise and vendor-agnostic approach help our clients accelerate and simplify cloud adoption across the entire IT lifecycle.

Security Solutions: We use a risk-based security consulting methodology to assess, design, implement, manage and maintain information security solutions that protect our customers’ critical business data and protects against loss of client loyalty, corporate reputation and disruptions in ongoing operations. We offer cyber risk management, infrastructure security and managed security solutions to our clients. Through our NGRM, we provide comprehensive risk assessments, detailed reporting, ongoing reviews, process and program development, and training services. NGRM ensures that identified vulnerabilities are mitigated and business risk has been properly addressed. Because our customers’ infrastructures are constantly changing, our NGRM offering is structured as a recurring service with regular periodic assessments of the current security posture combined with ongoing monitoring and surveillance through our 7x24 Security Operations Centers. Our experience spans all major verticals including retail, education, healthcare, government, banking, pharmaceutical and others. We have expertise with HIPAA, PCI DSS, FISMA, Sarbanes-Oxley Act and others. We help our clients design and implement information security programs consistent with industry best practices and comply with the regulatory mandates of their specific vertical that are flexible enough to help ensure information security in an ever-changing risk environment. Findings, recommendations and real time security posture status, including our proprietary Risk Management Score, are provided through a 7x24 portal that is accessible by our clients and is updated with the up to date vulnerabilities identified by several industry sources.

We help our clients establish both technical and non-technical security controls and practices to prevent, detect, correct and minimize the risk of loss or damage to information resources, disruption of access to information resources, and unauthorized disclosure of information. In addition to our NGRM program, we offer options for security strategy program development, security awareness training, technology exposure assessments and incident response.

Security Representative Client – Head Injury Association
	Situation: The Head Injury Association (HIA) strives to ensure that traumatic brain injury survivors receive the medical rehabilitation and social services needed to live with dignity within their communities. When a ransomware attack brought their daily in-center and at-home programs for individuals with disabilities to a standstill, they turned to Presidio for help.
	Solution and Benefits: We determined the root cause of the attack and restored HIA’s data environment in a week, saving them a significant ransomware payment and getting daily operations back to usual. As a custodian of client medical records, the organization also needed help complying with HIPAA security regulations. HIA engaged Presidio to address broader security issues and protect against future cyberattacks. Using Presidio Cyber Risk Management, a next generation approach, we provide ongoing security architecture, compromise assessment, governance risk compliance, threat analytics and incident response. HIA also uses Presidio Managed Security Services to monitor their network, data center and environment 24/7.

²⁴  See Gartner note (6) in the section titled “Market, Industry and Other Data.”

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We offer our end-to-end solutions through our full lifecycle model. Our lifecycle approach is delivered through professional services, which includes strategy and consulting, solutions design, testing and configuration and custom deployment, as well as project management and technology acquisition, managed services and maintenance and support. Once a solution has been designed and agreed upon, our engineers provide expert implementation and integration of the customized solution into the client’s IT environment. As part of deployment, we stage and test solutions before installing them and then coordinate resources and manage timelines to make sure we deliver according to our client’s exact specifications. Once a solution has been deployed, we provide managed maintenance and support services to ensure our clients IT environments are operating according to plan. As part of our ongoing support, we help our clients identify areas where they can further strengthen their IT solutions.

Presidio’s Lifecycle Model

Our ability to provide a full lifecycle of services creates multiple ongoing touch points with our clients, which we believe drives deep client relationships and high satisfaction because we are able to serve as the single source for their IT solutions needs.

Our Go-to-market Approach

Our approach is to deliver engineering and services-led solutions to best meet our clients’ evolving IT needs. We have built an innovative and flexible organization with a proven history of identifying and capitalizing on disruptive technologies and market transitions. As of June 30, 2016, we have over 500 direct sales professionals and a team of approximately 1,600 engineers across more than 60 offices nationally who we believe provide high-quality, consistent service to our clients. Our model is focused on developing long-standing, deep relationships through local touch-points, combined with strong technical expertise and the ability to provide an end-to-end solution to solve our clients’ complex IT needs. Our relationships with our clients extend beyond

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the solutions we provide to include full lifecycle services such as managed services, maintenance and support, which drive our ongoing client engagement. Our service-led model resulted in 92% of our revenue for our fiscal year ended June 30, 2016 coming from clients that purchased our services. We believe the differentiated combination of our national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services separates us from other providers in the market.

Our vendor-agnostic approach to the market allows us to develop optimal solutions based on what we view as the best mix of technologies. Our best-of-breed philosophy is a significant differentiator versus reseller and fulfillment models. Rather than responding to simple procurement requests, we advise clients on solutions that drive business transformation. We then design the solutions with what we view as the best technologies available.

To cater to certain clients’ desires to lower capital expenditures, we offer flexible consumption models. For example, we have the ability to deliver our full range of IT solutions in an ITaaS model. This provides clients with the option to consume technology “as a service,” accessing and paying for technology as it is consumed.

Our Clients

As of June 30, 2016, our client base consists of approximately 7,000 large, middle-market and government organizations in North America, and we support a number of U.S. multinational clients who deploy IT solutions globally, delivering solutions in approximately 100 countries. 70% of our revenue for our fiscal year ended June 30, 2016 came from our core middle-market client base, which we define as companies with less than $10 billion in annual revenue. We have developed our business model to fit the specific needs of the middle-market companies that (i) are large enough to have consistent, regular IT spend; (ii) have complex requirements and often require access to scale and expertise across multiple technology areas; (iii) are overlooked by the large service providers; and (iv) are underserved by resellers and regional providers that lack the necessary scale and technical expertise.

Our clients operate across a diverse array of industries, including healthcare, professional services, financial services, education, manufacturing, state and local government, media, federal government, energy and retail. As a result of our broad client base, we benefit from low client concentration, with our top 25 clients representing 19% of our revenue for our fiscal year ended June 30, 2016 (measured by revenue generated by client).

(Percentage of Fiscal 2016 Revenue)

Clients by Type Client Verticals by Revenue Client Concentration

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Our Competitive Strengths

Leading Provider of IT Solutions to the Middle Market

We focus on serving the attractive middle-market segment of the IT Services market. The middle market is one of the fastest growing segments of the overall IT Services market. We believe this is due to the strong demand for IT expertise in the segment, the massive number of companies in the segment and significant underpenetration in the segment. We believe we have created a compelling brand and reputation as a leading provider of enterprise-class IT solutions. We have a differentiated combination of national scale, local reach, technology expertise, end-to-end solution capabilities and full lifecycle services that we believe separates us from other providers in the market. Our ability to provide end-to-end solutions and solve complex needs has allowed us to become a partner of choice for our middle-market clients.

End-to-end Enterprise-class Solutions

We deliver our end-to-end solutions through a full lifecycle model, which combines consulting, engineering, managed services and technology to give us a significant competitive advantage compared to other IT providers. We believe that businesses are increasingly seeking a single provider of integrated multi-vendor, multi-technology solutions for their complex and mission-critical IT needs. Our ability to take a client’s high-level vision and distill it into a tangible IT roadmap is a key differentiator for our company; it requires a high degree of investment and technical know-how across technologies that would be difficult and costly to replicate. Our solutions enhance the technology capabilities that our clients believe are most important to their businesses by empowering enhanced productivity and expanded offerings to their clients. With our clients, our lifecycle approach allows for ongoing engagement across new projects and upgrades, as well as ongoing managed services and support. This service-led model resulted in 92% of our revenue for our fiscal year ended June 30, 2016 coming from clients that purchased our services.

Cutting-edge Technology Capabilities with a Proven Record of Capitalizing on Technological Shifts

We believe that our flexible business model has enabled us to stay at the forefront of technology trends and develop a strong track record of growing across technology innovation cycles. We actively make organic and inorganic investments in the future of IT solutions, including multi-cloud, IoT, security and managed services. Recent examples of solutions developed for clients include our connected-vehicle solutions, Presidio Managed Cloud and our proprietary NGRM security offering. To ensure our clients have access to a wide range of technologies and best-of-breed solutions, we have developed strong relationships with over 500 OEMs as of June 30, 2016. We partner with leading IT providers, such as Cisco, Citrix, Dell, EMC, F5, NetApp and VMware, as well as with emerging OEMs who specialize in next-generation technology such as Arista, FireEye, Nutanix, Palo Alto and Pure. We also partner with cloud service providers, such as Amazon Web Services and Microsoft Azure, to help our clients capitalize on public and multi-cloud environments.

National Scale with Local Relationships Driven by an Industry-leading Team of Engineers

While we operate on a national scale, our go-to-market approach is highly localized, helping to ensure a high degree of connectivity and continuity with our clients. Our solutions capability is powered by our services-led organization with specialized expertise across over 60 offices in the United States and over 2,800 employees nationally (in each case, as of June 30, 2016) to provide a high degree of connectivity with our clients. We deploy our end-to-end IT solutions through our team of approximately 1,600 engineers as of June 30, 2016, providing our middle-market client base with expertise that is difficult to replicate in-house. Our productive sales force, combined with our strong consulting capabilities, drive what we believe is our industry-leading engineer-to-sales-person ratio. We believe that the talent, experience and credibility of our engineering team help make us a preferred provider for advanced IT solutions.

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The following map shows our office locations, which we believe demonstrates our broad geographic reach.

Presidio’s Geographic Footprint

Broad and Loyal Client Base

As of June 30, 2016, we have approximately 7,000 clients primarily in the middle market and government segments. In addition, we also serve clients that have grown beyond the middle market, as well as targeted large enterprises. Our clients span a number of large and economically important verticals, including financial services, healthcare, professional services, retail, media and education, as well as local and federal government. Our broad client base provides us a diversified and reoccurring revenue opportunity that helps us grow across economic and technology cycles. Our high-touch, lifecycle approach has resulted in strong client satisfaction as demonstrated by our NPS of 49 in 2014, 59 in 2015 and 65 in 2016, which compares very favorably to the Tech Vendor NPS Benchmark, 2016 (B2B) average score of 30 according to Temkin Group. This positive client satisfaction helps drive our long-term and expanding client relationships. Since 2013, we have grown the number of clients to whom we have sold solutions across all three of our solutions areas from approximately 500 to approximately 1,600. Our relationship with our top 25 clients averages over six years. Our clients are loyal and continue to rely on us for services and new solutions, as evidenced by the fact that clients comprising 95% of our fiscal 2013 revenue made repeat purchases during our 2014 to 2016 fiscal years.

Strong Domain Expertise

Our engineers develop custom solutions for clients within specific technologies and verticals and drive them across our national network. We have expertise in digital infrastructure, cloud and security solutions, and we have a deep understanding of the emerging trends, technologies and best practices. Our extensive experience with a broad set of technologies allows us to create differentiated and best-in-class solutions, which we expect to be increasingly important as IT solutions become more multi-vendor and tailored for clients. Across our national platform, we develop insights into the specific IT challenges facing our clients, which provide us with a significant advantage in developing superior solutions and winning new clients. We are able to leverage this domain expertise within and across verticals and technologies. Our ability to replicate and scale our knowledge

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and practices greatly enhances our efficiency and the quality of our solutions. Through our proprietary iConnect internal intranet, Presidio engineering and sales teams are able to access prior work product including successful proposals, scopes of work, design and as-built drawings, configurations and technical training. By leveraging this knowledgebase our professionals are able to quickly and efficiently respond to new opportunities with validated technical details based on previous work for that client or another of a similar size or in a similar vertical.

Our Growth Strategies

Expand and Deepen Relationships with Existing Clients

We have a long history of expanding revenue from existing clients by selling additional solutions based on their evolving needs. Our sales force and consulting teams grew our revenue per existing client (exclusive of Netech) from $382,000 in our fiscal year ended June 30, 2014 to $459,000 in our fiscal year ended June 30, 2016 by expanding the breadth of technical solutions we provide and further penetrating our client base. We believe increasing complexity in the market combined, with our end-to-end IT solutions and our high-touch, lifecycle approach, position us for continued growth. This approach has resulted in strong client satisfaction and increasing client engagement that we believe will enable us to continue expanding our revenue per client as our clients leverage our expertise to adopt emerging technologies. As middle-market businesses embrace cloud capabilities and enhance digital security, we believe we are well positioned to capture increased spend from our existing client relationships.

Develop New Client Relationships

We believe the diverse and fragmented nature of the North American IT Services market provides us with a significant opportunity to further grow our client base. We have developed domain expertise managing complex technologies and vertical specific-challenges, which makes us a compelling choice for potential clients looking for an IT solutions partner. Our efforts to develop new client relationships are supported by our existing referenceable client base. With our technological capabilities and proven record of success with clients, we are well positioned to acquire more clients as the need grows for consulting, deployment, integration and managed services. We also conduct highly coordinated marketing and sales activities using the strength of the Presidio brand to win new clients and penetrate highly localized markets. In these markets, we are well positioned against smaller regional IT providers who lack the resources to invest in increasingly advanced IT solutions.

Develop and Offer New Services and Solutions

We focus on providing our clients with the highest quality, optimal solutions for their complex IT needs. We have developed innovative solutions for our clients across technology cycles and are currently developing and providing solutions based on emerging IT trends. Digital Infrastructure, Cloud and Security are some of the fastest growing areas of IT spend and we are focused on developing and deploying new solutions to serve these markets. For example, we have a proprietary connected-vehicle solution, Presidio Managed Cloud and NGRM security offering that help solve complex IT problems associated with these trends. Through our national team of engineers, we maintain institutional knowledge and services capabilities that are adaptable, scalable and transferrable. We are constantly improving our offerings and developing new services and solutions for our clients, which we expect to drive incremental growth from existing and new clients.

Further Penetrate the North American Market

We have been expanding our geographic footprint in North America organically and inorganically and see new opportunities in several major regions. We take a deliberate and strategic approach to deciding which markets to pursue and consider a number of factors. Our expertise and solutions are scalable from region to region, so as we continue to expand we expect to take market share and create opportunities in new markets. For

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example, through organic investment in the Great Lakes region we generated a revenue CAGR of 36% from fiscal year 2012 to fiscal year 2016 in that region. Over that time period, we expanded our sales organization in key markets in Chicago, Indianapolis, Detroit, Cincinnati and Cleveland, and at the same time we made investments in engineering personnel to support our expanded activities in the region.

Pursue Strategic Acquisitions

We expect to continue to consider strategic acquisitions that can increase our technology expertise and geographic presence. We believe that our M&A strategy enhances and augments all of our growth avenues, including gaining capabilities, cross-selling to our existing clients and entering new markets and verticals. Since 2004, we have acquired and successfully integrated ten companies, capitalizing on our scale, client relationships and vendor partnerships to drive margin expansion post-acquisition. In 2015, we acquired Sequoia, a consulting, integration and services company headquartered in California, which provides us with improved cloud consulting and integration capabilities. Most recently, in 2016, we acquired Netech Corporation, an IT solutions provider headquartered in Michigan, which provides us with 11 offices to penetrate significant opportunities in the Midwestern United States. We have been successful at integrating our acquisitions and at retaining key management talent. These acquisitions are complementary with new office openings and the organic expansion of our presence in existing geographic markets. We expect to continue to selectively pursue acquisition opportunities within the highly fragmented IT solutions market, with a focus on enhancing our solutions offerings and geographic presence.

Our Competition

We believe we are the only national, vendor-agnostic IT Services company that provides advanced end-to-end solutions through local high-touch relationships to the middle market. We believe we are competitively differentiated by our broad range of capabilities that we combine to offer best-in-class solutions to the middle market. We incorporate high-value services including strategy and consulting, design, implementation, optimization, and managed services, as well as technology expertise and strong vendor relationships. Across our solutions, we compete with companies such as Accenture, CDW, Deloitte, IBM, and Optiv. We categorize our competitors as:

• Large Service Providers: Global service providers have scale and consulting capabilities but are not middle-market focused and generally do not provide all aspects of the IT value chain. We combine the scale, talent, technical expertise, and high-value services of the large service providers with end-to-end solution capabilities and a strategic middle-market focus.

• Local and Regional Providers: Though local and regional providers often have strong local relationships, many of them have historically been focused on one or two IT areas. As IT complexity has increased, these providers have attempted to transition from a siloed approach toward a multi-technology and multi-vendor approach. However, the relatively small scale of local and regional providers makes investments across multiple, integrated technology stacks financially prohibitive and, as a result, these competitors are increasingly getting left behind as they lack the professional and managed services capabilities in digital infrastructure, cloud, IoT, and cybersecurity. Also, lack of capability and financial scale often excludes these providers from executing on larger, multi-geography projects and relationships and developing advanced services.

• Boutique Specialists: Many boutique specialists focus in one distinct solution area rather than developing deep capabilities across the full range of IT challenges facing clients today. These firms are also typically sub-scale in terms of geographic coverage limiting their abilities to service larger, multi-location/multi-national customers. Our technical know-how across technologies and vendors, combined with our scale and broad client base, gives us the ability to deliver end-to-end offerings to much larger and more diverse end markets. As technologies continue to grow in complexity and interdependency, these providers will struggle to service client’s needs.

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• Resellers: Rather than focusing principally on product resale, we focus on consulting, solution delivery, and ongoing services that allow us to develop long-lasting client relationships. Our lifecycle engagement model focuses on a holistic approach that includes high-value services and end-to-end solutions.

Our History

Since our founding in 2004, the hallmarks of our culture have centered around client service and collaboration. Our business model has been defined by delivering engineering- and services-led solutions using a cost-effective, localized model that leverages a powerful OEM vendor ecosystem. This formula has driven our internal organic growth while at the same time setting the criteria for identifying acquisition opportunities. From our 2012 fiscal year to our 2016 fiscal year, we have grown our revenue from $1.76 billion to $2.71 billion, representing an 11% CAGR, which is significantly faster than U.S. IT spending and U.S. real GDP, which have grown at 2.1% and 1.9%, respectively, over the same periods, according to Gartner²⁵ and the Bureau of Economic Analysis, respectively.²⁶

We are led by Chief Executive Officer Bob Cagnazzi, Chief Financial Officer Paul Fletcher, Chief Operating Officer Dave Hart and Chief Technology Officer Vinu Thomas. They are joined by a management team with an extensive track record of performance and execution, drawing on approximately 280 collective years of experience in the North American IT solutions markets. Our senior leadership team is backed by a deep bench of management and technology talent that we believe provides us with a pipeline of future leaders and innovators.

Under this team’s leadership, we have entered new geographies and adjacent technologies and achieved above-market growth. Presidio has grown into a national business with the scale and capability to serve a diverse set of end markets and technology challenges. We believe that the depth and extensive industry experience of our management team will serve to provide solid leadership for continued growth and profitability.

Acquisitions

We have a long and successful track record of growing and improving our business and retaining key personnel through strategic tuck-in acquisitions. Since 2004, we have made ten strategic acquisitions. We acquire assets to improve our technology expertise and expand our geographic footprint. Recent examples include:

• 2016, we acquired Netech to expand our reach in the U.S. Midwest / Great Lakes region;

• 2015, we acquired Sequoia to improve our highly specialized cloud professional services;

• 2012, we acquired BlueWater Communications to expand our portfolio of advanced IT solutions and managed services; and

• 2011, we acquired INX to broaden our portfolio of services and solutions and to significantly expand our footprint across the United States.

Through this experience we have created specific methodologies and processes related to the identification and integration of targets.

Our Sponsor

Our principal stockholders are the Apollo Funds, as described below.

²⁵  See Gartner notes (1) and (7) in the section titled “Market, Industry and Other Data.”

²⁶  Source: Bureau of Economic Analysis – U.S. Department of Commerce, “NIPA Tables.”

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Aegis LP is the beneficial owner of most of our common stock. See “Principal Stockholders.” Aegis GP is the general partner of Aegis LP and Apollo VIII, Apollo Overseas VIII, Apollo Overseas Delaware and Apollo Overseas Delaware 892 are members of Aegis GP. Apollo VIII serves as the investment manager of the Equity Funds and as the non-member manager of Aegis GP. Apollo Management is the sole member and manager of Apollo VIII and Apollo Management GP is the general partner of Apollo Management. Management Holdings is the sole member and manager of Apollo Management GP and Management Holdings GP is the general partner of Management Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers, as well as executive officers, of Management Holdings GP. The address of each of the entities and individuals, respectively, listed in this paragraph is 9 West 57th Street, New York, New York 10019.

Founded in 1990, Apollo is a leading global alternative investment manager with offices in New York, Los Angeles, Houston, Chicago, Bethesda, Toronto, London, Frankfurt, Madrid, Luxembourg, Mumbai, Delhi, Singapore, Hong Kong and Shanghai. As of September 30, 2016, Apollo had assets under management of approximately $189 billion in private equity, credit and real estate funds, invested across a core group of nine industries in which Apollo has considerable knowledge and resources. For more information about Apollo, please visit www.agm.com. Information contained on Apollo’s website is not intended to form a part of or be incorporated by reference into this prospectus.

Facilities

We lease all of our properties, which function primarily as regional sales and engineering offices. As of September 30, 2016, we leased space in 70 buildings across the United States. We believe that our current facilities are adequate to meet our ongoing needs and that, if we require additional space, we will be able to obtain additional facilities on commercially reasonable terms.

Intellectual Property

The PRESIDIO^® trademark and certain variations thereof are registered or are the subject of pending trademark applications in the U.S. We believe our trademarks have significant value and are important factors in our marketing programs. In addition, we own registrations for domain names, including presidio.com and certain other domains, for certain of our primary trademarks.

We also have pending U.S. patent applications related to our cloud management solution known as Presidio Managed Cloud. No patents have issued from these applications yet and the likelihood of receiving patent protection based on these applications is not yet clear. Once issued, a patent generally has a term of 20 years from the date the application for the patent is filed. Seeking patent protection is part our strategy for competitively differentiating our hybrid cloud solution, but patent protection is not essential to our company as a whole or to our Presidio Managed Cloud business.

Government Contracts

We provide IT services to various government agencies, including federal, state and local government entities. For the fiscal year ended June 30, 2016, 11% of our revenue came from sales to state and local governments and 6% of our revenue was derived from sales to the federal government. Our government contracts are terminable at any time at the convenience of the contracting agency or group purchasing organization. As such, our relationships with public sector clients are susceptible to government budget, procurement and other policies.

Governmental, Legal and Regulatory Matters

We are involved in various legal actions and proceedings arising in the ordinary course of business, including claims with respect to employment, contract, intellectual property infringement and indemnification

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matters. Though it is not possible to predict the outcome of these matters with certainty, we do not expect the results of any of these actions to have a material effect on our business, financial condition or results of operations.

We provide information technology services to various government agencies, including federal, state and local government entities, as well as international and intergovernmental agencies. Sales to such public sector clients are highly regulated. Any noncompliance with contract provisions, government procurement regulations or other applicable laws or regulations – including, but not limited to, the False Claims Act and the Foreign Corrupt Practices Act – could result in civil, criminal and administrative liability, such as substantial monetary fines or damages, the termination of government contracts or other public sector client contracts and suspension, debarment or ineligibility from doing business with the government and with other clients in the public sector. Because of our significant sales to public sector clients, we are subject to audit by federal, state and local authorities, and from time to time we receive subpoenas and other requests for information from various government authorities.

On July 14, 2015, we received a subpoena from the Office of Inspector General for the GSA seeking various records relating to GSA contracting activity by us during the period beginning in April 2005 through the present. The subpoena is part of an ongoing law enforcement investigation being conducted by the GSA and requests a broad range of documents relating to business conducted in the GSA Multiple Award Schedule program. We are fully cooperating with the Inspector General in connection with the subpoena.

On March 11, 2016, we received a subpoena from the Office of Treasury Inspector General for Tax Administration for the Department of the Treasury seeking various records from January 1, 2014 through the present, relating to Company contracts with the Internal Revenue Service as well as the Company’s interactions with other parties named in the subpoena who were involved in such contracts. We are fully cooperating with the Treasury Inspector General in connection with the subpoena.

As these matters are ongoing, the Company is unable to determine their likely outcome and is unable to reasonably estimate a range of loss, if any, at this time. Accordingly, no provision for these matters has been recorded.

Employees

Our employees are core to our business and we leverage their long-standing, deep client relationships and strong technical expertise to deliver complex end-to-end solutions to best meet our clients’ needs. As of September 30, 2016, we had over 2,800 employees, of which approximately 1,600 were technical engineers. We believe that our employee base, which has an average age of 42 as of September 30, 2016, is well-educated and has a substantial amount of professional experience that serves our clients and mentors the newest generation in our workforce. Our core values of teamwork, execution excellence, integrity and forward thinking are the foundation of our collaborative team-oriented culture. Presidio is not unionized and none of our employees are currently covered under collective bargaining agreements. We believe our relations with our employees are good and we have never experienced a material work stoppage.

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MANAGEMENT

Directors and Executive Officers

Prior to the effectiveness of this registration statement, we will disclose, in accordance with the rules and regulations of the SEC, information about the persons whom we expect to serve as our directors and other executive officers following this Offering.

The following table provides information regarding our executive officers:

Name	Age	Title
Robert Cagnazzi	57	Chief Executive Officer and Director
Paul Fletcher	57	Executive Vice President, Chief Financial Officer and Assistant Secretary
David Hart	49	Executive Vice President and Chief Operating Officer
Elliot Brecher	51	Senior Vice President, General Counsel and Secretary
Vinu Thomas	40	Chief Technology Officer

Executive Officers

Robert Cagnazzi has served as the Chief Executive Officer of the Company since February 2012. Previously, he founded Bluewater Communications LLC in 2006 and served as Chief Executive Officer until the company was acquired by Presidio in 2012. Prior to that, he served as Chief Executive Officer of North America at Dimension Data Holdings PLC from 2001 to 2006.

Paul Fletcher has served as Executive Vice President and Chief Financial Officer of the Company since August 2007. Mr. Fletcher served as the Senior Vice President and Chief Financial Officer of Trex Company Inc. from July 2003 to September 2007 and as its Principal Accounting Officer until September 2007. He also served at Trex Company as Vice President of Finance from October 2001 to December 2002. Prior to that, he has held various executive positions at AMX, LLC, Excel Telecommunications Inc. and Lomas Financial Corporation. Mr. Fletcher served as a director of Vul Corporation from September 2011 to July 2013.

David Hart has served as Chief Operating Officer of the Company since June 2013 and, until 2015, also served as Chief Technology Officer. He joined the Company in 2005 when the Company acquired Networked Information Systems (“NIS”), where he led sales engineering, professional and managed services delivery and project management services from NIS’s founding in 1999. Prior to NIS, Mr. Hart was Vice President of Engineering at Aztec Technology Partners and at its predecessor, Bay State Computer Group.

Elliot Brecher has served as Senior Vice President and General Counsel of the Company since July 2015. Prior to joining us, from 2013 he was General Counsel of Amber Road, Inc., a New York Stock Exchange listed provider of cloud-based global trade management solutions delivered using a Software-as-a-Service model. He served as Senior Vice President and General Counsel of Insight Communications Company, Inc., a Midwest-based cable operator, from 2000 until its sale to Time Warner Cable, Inc. in 2012. From 1994 until joining Insight, he was associated with the law firm Cooperman Levitt Winikoff Lester & Newman, P.C., where he became a partner in 1996. Prior to that, he was associated with the law firm Rosenman & Colin LLP.

Vinu Thomas has served as Chief Technology Officer of the Company since February 2016 and is responsible for guiding Presidio’s technology strategy, solution and service offerings, vendor and product

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management and industry thought leadership. He has built Presidio’s technology teams around networking, mobility, data center and collaboration, while also working on strategic initiatives and investments that include cloud, cyber security, data analytics and virtual desktop infrastructure (VDU). He was previously Vice President of Solutions for our Tristate Area and has a total of 20 years of experience in systems integration, practice building and engineering.

Directors

Prior to the effectiveness of this registration statement, we will disclose, in accordance with the rules and regulations of the SEC, information about the persons whom we expect to serve as our directors following this Offering.

Composition of Board of Directors

Upon completion of this Offering, we expect that our Board of Directors will have              directors. We intend to avail ourselves of the “controlled company” exception under the NASDAQ rules, which eliminates the requirements that we have a majority of independent directors on our board of directors and that we have Compensation and Nominating and Corporate Governance Committees composed entirely of independent directors. We will be required, however, to have an Audit Committee with one independent director during the 90-day period beginning on the date of effectiveness of the registration statement filed with the SEC in connection with this Offering and of which this prospectus is part. After such 90-day period and until one year from the date of effectiveness of the registration statement, we will be required to have a majority of independent directors on our Audit Committee. Thereafter, we will be required to have an Audit Committee composed entirely of independent directors.

Our Board of Directors has determined that              , whose appointment will be effective upon the consummation of this Offering, is “independent” under the rules of the NASDAQ and satisfies the independence standards for the Audit Committee established by the SEC and the rules of the NASDAQ.

If at any time we cease to be a “controlled company” under the NASDAQ rules, the Board of Directors will take all action necessary to comply with the NASDAQ rules, including appointing a majority of independent directors to the Board of Directors and establishing certain committees composed entirely of independent directors, subject to a permitted “phase-in” period.

Upon completion of this Offering, we intend to divide our Board of Directors into three classes. The members of each class will serve staggered, three-year terms (other than with respect to the initial terms of the Class I and Class II directors, which will be one and two years, respectively). Upon the expiration of the term of a class of directors, directors in that class will be elected for three-year terms at the annual meeting of stockholders in the year in which their term expires. Upon consummation of this Offering:

•             , and             will be Class I directors, whose initial terms will expire at the 2017 annual meeting of stockholders;

•             , and             will be Class II directors, whose initial terms will expire at the 2018 annual meeting of stockholders; and

•             , and             will be Class III directors, whose initial terms will expire at the 2019 annual meeting of stockholders.

Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of our directors. This classification of our Board of Directors may have the effect of delaying or preventing changes in control.

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At each annual meeting following completion of this Offering, our stockholders will elect the successors to our directors. Our executive officers and key employees serve at the discretion of our Board of Directors. Directors may be removed only for cause and then by the affirmative vote of a majority of the voting power entitled to vote for the election of directors.

Board Committees

Our Board of Directors has a Compensation Committee, an Innovation and Technology Committee and an Audit Committee. Following the completion of this Offering, our Board of Directors will also have a Nominating and Corporate Governance Committee.

Audit Committee

Upon completion of this Offering, our Audit Committee will consist of             , and             . Our Board of Directors has determined that                  satisfies the requirements for independence and financial literacy under the rules and regulations of the NASDAQ and the SEC, qualifies as an Audit Committee financial expert as defined under SEC rules and regulations and satisfies the financial sophistication requirements of the NASDAQ.

The principal duties and responsibilities of our Audit Committee are to oversee and monitor the following:

• the annual appointment of auditors, including the independence, qualifications and performance of our auditors and the scope of audit and non-audit assignments and related fees;

• the accounting principles we use in financial reporting;

• our financial reporting process and internal auditing and control procedures;

• our risk management policies;

• the integrity of our financial statements; and

• our compliance with legal, ethical and regulatory matters.

Compensation Committee

Upon completion of this Offering, our Compensation Committee will consist of             , and             . The principal duties and responsibilities of our Compensation Committee are the following:

• approval and recommendation to our Board of Directors of all compensation plans for our CEO, all of our employees and those of our subsidiaries who report directly to the CEO and other Executive Officers, as well as all compensation for our Board of Directors;

• approval and authorization of grants under our or our subsidiaries’ incentive plans, including all equity plans and long-term incentive plans; and

• the preparation of any report on executive compensation required by SEC rules and regulations, if any.

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Innovation and Technology Committee

Upon completion of this Offering, our Innovation and Technology Committee will consist of             , and             . The principal duties and responsibilities of our Innovation and Technology Committee are the following:

• To review and make recommendations to the Board on major strategies and other subjects relating to:

• the Company’s approach to technical and commercial innovation;

• the long-term strategic goals of the Company’s internal and commercial technology investments;

• the Company’s technology position in a competitive environment;

• the innovation and technology acquisition process to assure accelerated business growth and response to emerging technology threats and opportunities through contracts, grants, collaborative efforts, strategic alliances, mergers and acquisitions;

• the management and leverage of intellectual property;

• the formal projects and actions being taken to drive and enable technology innovation; and

• measurement and tracking systems important to successful innovation.

Nominating and Corporate Governance Committee

Prior to the completion of this Offering, our Board of Directors will appoint             , and              to serve on the Nominating and Corporate Governance Committee. The principal duties and responsibilities of our Nominating and Corporate Governance Committee will be the following:

• implementation and review of criteria for membership on our Board of Directors and its committees;

• recommendation of proposed nominees for election to our Board of Directors and membership on its committees; and

• recommendations to our Board of Directors regarding governance and related matters.

Compensation of Directors

Prior to the effectiveness of this registration statement, we will disclose, in accordance with the rules and regulations of the SEC, information regarding the compensation of our directors.

Compensation Committee Interlocks and Insider Participation

During the fiscal year ended June 30, 2016, our compensation committee consisted of Matthew Nord, Christopher Edson and Robert Cagnazzi. Mr. Cagnazzi serves as our Chief Executive Officer. None of the other members of our compensation committee serves or has served as one of our officers or employees. During the fiscal year ended June 30, 2016, none of our executive officers served as a member of the board of directors or compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of our board of directors or our compensation committee.

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During the fiscal year ended June 30, 2016,              of our directors,             and             , served as members of the board of directors or compensation committee, or other committee serving an equivalent function, of entities that had one or more executive officers who serve as members of our board of directors or our compensation committee.

Code of Ethics

We have a Code of Business Conduct and Ethics that applies to all employees, including our Chief Executive Officer and senior financial officers. These standards are designed to deter wrongdoing and to promote the highest ethical, moral and legal conduct of all employees. Our Code of Business Conduct and Ethics can be obtained, free of charge, at our Corporate Headquarters in our Human Resources Department and is posted on our website.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis provides information regarding the objectives and elements of our compensation philosophy, policies, and practices with respect to the compensation of our principal executive officer, our principal financial officer, and our three other most highly compensated executive officers, whom we collectively refer to as our “named executive officers,” for our fiscal year ended June 30, 2016, which we refer to as “fiscal 2016.” Our named executive officers for fiscal 2016 were:

• Robert Cagnazzi, our Chief Executive Officer;

• Paul Fletcher, our Executive Vice President and Chief Financial Officer;

• David Hart, our Executive Vice President and Chief Operating Officer;

• Elliot Brecher, our Senior Vice President and General Counsel (who commenced employment with the Company on July 27, 2015); and

• Vinu Thomas, our Chief Technology Officer (who commenced serving as an executive officer on February 1, 2016).

Compensation Philosophy and Objectives

Upon completion of this Offering, the Compensation Committee of our Board of Directors will review and approve the compensation of our named executive officers and oversee and administer our executive compensation programs and initiatives. As we gain experience as a public company, we expect that the specific direction, emphasis, and components of our executive compensation program will continue to evolve. Accordingly, the compensation paid to our named executive officers during fiscal 2016 is not necessarily indicative of how we will compensate our named executive officers after this Offering.

We have strived to create an executive compensation program that balances short- and long-term payments and awards, cash payments and equity awards, and fixed and contingent payments, and that rewards our named executive officers in ways that we believe are most appropriate to motivate them. Our executive compensation program is designed to:

• attract and retain talented and experienced executives in our industry;

• reward executives whose knowledge, skills, and performance are critical to our success;

• align the interests of our executives and stockholders by motivating executives to increase stockholder value and rewarding executives when stockholder value increases;

• ensure fairness among the executive management team by recognizing the contributions each executive makes to our success;

• foster a shared commitment among executives by aligning their individual goals with the goals of the executive management team and the Company; and

• compensate our executives in a manner that incentivizes them to manage our business to meet our long-range objectives.

To achieve these objectives, we expect to implement new compensation plans and maintain our current compensation plans to tie a substantial portion of the executives’ overall compensation to key strategic financial and operational goals. We seek to ensure that all incentives are aligned with our stated compensation philosophy of providing compensation commensurate with performance.

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Setting Compensation

Role of Our Board of Directors, Compensation Committee, and Named Executive Officers

Prior to this Offering, we were a privately held company. As a result, most, if not all, of our prior compensation policies and determinations, including those made for fiscal 2016, have been the product of negotiations between the named executive officers and our Board of Directors.

Following the completion of this Offering, the Compensation Committee will oversee and administer our executive compensation arrangements, including the 2015 Long-Term Incentive Plan (which we refer to as our “2015 Plan”), the 2017 Long-Term Incentive Plan (which we refer to as our “2017 Plan”), and our Presidio, Inc. Executive Bonus Plan (which we refer to as our “Bonus Plan”). The 2015 Plan is described in the section of this prospectus entitled “—Elements of Compensation—Long-Term Equity-Based Compensation,” and the 2017 Plan and the Bonus Plan are described in the section of this prospectus titled “—Compensation Program Following the Offering.”

The Compensation Committee will meet outside the presence of all of our executive officers, including our named executive officers, to consider appropriate compensation for our Chief Executive Officer. For all other named executive officers, the Compensation Committee will meet outside the presence of all executive officers, except our Chief Executive Officer. We expect that following this Offering, our Chief Executive Officer will review annually each other named executive officer’s performance with the Compensation Committee and recommend appropriate base salary, cash performance awards, and grants of long-term equity incentive awards for all other executive officers. Based upon the recommendations of our Chief Executive Officer and in consideration of the principles and objectives described above, the Compensation Committee will approve the annual compensation packages of our named executive officers other than our Chief Executive Officer. We also expect that the Compensation Committee will annually analyze our Chief Executive Officer’s performance and determine his base salary, cash performance awards, and grants of long-term equity incentive awards based on its assessment of his performance with input from any consultants engaged by the Compensation Committee.

Role of Compensation Consultant

We did not engage a compensation consultant in determining pay actions in advance of fiscal 2016. In March 2016, however, we hired Semler Brossy Consulting Group, LLC to assist with an evaluation of our current compensation practices in anticipation of this Offering, to identify a peer group for the Company, and to assess our pay levels relative to our peer group.

Benchmarking

The Board of Directors does not currently use benchmarking or peer group analysis in making compensation decisions. Following the completion of this Offering, however, our Compensation Committee intends to use peer group analysis to assess competitive pay levels and, as described above, we have engaged Semler Brossy Consulting Group, LLC to assist with this analysis.

Risk Management

We have determined that any risks arising from our compensation programs and policies are not reasonably likely to have a material adverse effect on the Company. The Company’s compensation programs and policies mitigate risk by combining performance-based, long-term compensation elements with payouts that are highly correlated to the value delivered to stockholders. The combination of performance measures for annual bonuses and the equity compensation programs for executive officers, as well as the multiyear vesting schedules for equity awards and certain cash bonuses, encourages employees to maintain both a short- and a long-term view with respect to Company performance.

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Elements of Compensation

Our current executive compensation program consists of the following components:

• base salary;

• annual cash incentive awards linked to our overall performance;

• long-term equity-based compensation;

• other executive benefits and perquisites; and

• employment agreements, which contain severance benefits.

In fiscal 2016, we also provided certain of our named executive officers with discretionary annual bonuses and discretionary bonuses related to the completion of certain acquisition and disposition transactions.

We combine these elements to formulate compensation packages that provide competitive pay, reward the achievement of financial, operational, and strategic objectives, and align the interests of our executive officers and other senior personnel with those of our stockholders.

Base Salary

Our named executive officers’ base salaries depend on their position within the Company and its subsidiaries, the scope of their responsibilities, the period during which they have been performing those responsibilities, and their overall performance. Base salaries are reviewed annually and are generally adjusted from time to time to realign salaries with market levels after taking into account individual responsibilities, performance, and experience.

Annual Cash Incentive Awards

Our named executive officers are hired to lead and grow our organization and as such we believe that a significant portion of our named executive officers’ compensation should be tied to our overall performance. We maintain an annual incentive cash bonus program for senior management (which we refer to as the “management incentive plan”), which emphasizes pay-for-performance by providing our named executive officers with the opportunity to earn an annual bonus based on company and individual performance goals established by our Board of Directors with respect to each fiscal year.

For fiscal 2016, our Board of Directors established company performance goals relating to revenue, EBITDA, and EBITDA margin, as measured on a quarterly basis. In addition, for Messrs. Fletcher, Hart, and Brecher, the Board of Directors also established individual performance goals. Mr. Thomas was not a participant in our management incentive plan during fiscal 2016, as he did not commence serving as an executive officer until February 2016.

For each of our named executive officers (other than Mr. Thomas), the target and maximum bonus opportunity under our management incentive plan, as well as the portion of their annual bonus attributable to company and individual performance goals is set forth below.

Name	Target Bonus ($)		Maximum Bonus ($)		Company Performance (%)		Individual Performance (%)
Robert Cagnazzi		600,000		1,416,000		100		—
Paul Fletcher		390,000		735,000		65		35
David Hart		300,000		504,000		50		50
Elliot Brecher		97,500		124,000		20		80

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For fiscal 2016, the company performance component for each named executive officer (other than Mr. Thomas) consisted of the following metrics: revenue, which was weighted at 40%; EBITDA, which was weighted at 48%; and EBITDA margin, which was weighted at 12%. Based on our results for fiscal 2016, our Board of Directors determined that company performance was achieved at 45.9% of target. In addition, our Board of Directors determined that for Messrs. Fletcher, Hart, and Brecher, individual performance goals were satisfied at 100% of target, 62.5% of target, and 100% of target, respectively.

Based on the applicable levels of achievement described above, payments to our named executive officers (other than Mr. Thomas) under the management incentive plan for fiscal 2016 were as follows:

Name	Target Bonus (Company Goals) ($)		Actual Bonus (Company Goals) ($)		Target Bonus (Individual Goals) ($)		Actual Bonus (Individual Goals) ($)		Total Actual Bonus ($)
Robert Cagnazzi		600,000		275,296		—		—		275,296
Paul Fletcher		253,500		116,313		136,500		136,500		252,813
David Hart		150,000		68,824		150,000		93,750		162,574
Elliot Brecher		19,500		8,947		78,000		78,000		86,947

The annual bonus for Mr. Thomas was determined based on a holistic evaluation of his performance during fiscal 2016. For fiscal 2016, the Company determined the annual bonus payable to Mr. Thomas to be $70,000.

In addition to the bonuses payable under the management incentive plan, our Board of Directors also determined that Messrs. Cagnazzi, Fletcher, Hart, and Brecher should be awarded discretionary bonuses for fiscal 2016 based on the Board of Director’s overall assessment of the Company’s performance during the fiscal year. The incremental discretionary annual bonuses awarded to such named executive officers were as follows: Mr. Cagnazzi—$123,335; Mr. Fletcher—$73,234; Mr. Hart—$43,334; and Mr. Brecher—$5,634.

Long-Term Equity-Based Compensation

Our Board of Directors believes that equity-based compensation is an important component of our executive compensation program and that providing a significant portion of our executive officers’ total compensation package in equity-based compensation aligns the incentives of our executives with the interests of our stockholders and with our long-term corporate success. Additionally, our Board of Directors believes that equity-based compensation awards enable us to attract, motivate, retain, and adequately compensate executive talent.

To that end, we have awarded equity-based compensation in the form of stock options to align our executives’ interests with the interests of our stockholders. Our Board of Directors believe equity awards provide executives with a significant long-term interest in our success by rewarding the creation of stockholder value over time.

2015 Plan

In connection with the closing of the Presidio Acquisition, we adopted the 2015 Plan, which permits us to grant stock options, rights to purchase shares, restricted stock, restricted stock units, and other stock-based rights to employees and directors of, or consultants to, us or any of our subsidiaries. The 2015 Plan is administered by our Board of Directors or by the Compensation Committee. Under the 2015 Plan,              shares of our common stock were reserved for issuance as of             , 2017.

As discussed below, we have awarded stock options to members of our management, including our named executive officers. Our Board of Directors, however, has not established any formal program or practice

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regarding the amount or timing of equity award grants to our employees. Under the 2015 Plan, the exercise price for option awards will not be less than the fair market value of our common stock on the date of grant. After the consummation of this Offering, we expect that the fair market value of a share of our common stock will be determined for this purpose by reference to the public trading price of a share of our common stock on the date of grant of the option (e.g., using a weighted average or closing price).

Our Board of Directors believes that the granting of awards under the 2015 Plan promotes, on a short- and long-term basis, an enhanced personal interest for our executives and an alignment of those interests with the goals and strategies of the Company and the interests of our stockholders. The Compensation Committee also believes that the equity grants provide not only financial rewards to such executives for achieving company goals but also provide additional incentives for executives to remain with the Company.

In connection with the closing of the Presidio Acquisition, Messrs. Cagnazzi, Fletcher, and Hart were each granted stock options under our 2015 Plan. The exercise price per share of common stock subject to these options was $10.00 per share on the date of grant, the same price as paid by Apollo in connection with the Presidio Acquisition. Mr. Brecher was granted stock options under our 2015 Plan in October 2015 in connection with his commencement of employment with the Company, which had an exercise price per share of $12.58, and Mr. Thomas was granted options under our 2015 Plan in February 2016 in connection with his promotion to the position of Chief Technology Officer, which had an exercise price per share of $17.50 per share.

Generally, one-half of the options granted under our 2015 Plan are subject to time-based vesting criteria and one-half of the options are subject to specified performance- and market-based vesting criteria. Specifically, the time-based options will vest in five equal installments on each of the first five anniversaries of the grant date, subject to the executive’s continued service. The time-based options will also fully vest on a change in control transaction. The performance- and market-based options are divided into two equal tranches that vest based upon the achievement of certain targets related to multiple of invested capital received by funds managed by Apollo with respect to its investment in the Company, subject to the executive’s continued service. Upon a change in control, any performance- and market-based options that have not vested prior to, and do not vest upon, such change in control, will be converted into time-based options that vest in equal annual installments on each anniversary of the change in control during the remainder of the option term, subject to the executive’s continued service.

The maximum term of these options is ten years following the date of grant. Subject to certain exceptions set forth in the applicable award agreement, unvested options will automatically expire upon the date of a grantee’s termination of employment. Vested options will generally expire one year following the termination of a grantee’s employment due to death or disability and 90 days following the termination of a grantee’s employment for any other reason (other than for cause). All options (vested and unvested) will be forfeited upon a termination of the grantee’s employment for cause.

The combination of time-based and performance- and market-based vesting of the options is designed to compensate executives for long-term commitment to us, while motivating sustained increases in our financial performance and helping ensure the stockholders have received an appropriate return on their invested capital.

Shares of Company common stock acquired under the 2015 Plan are subject to restrictions on transfer, repurchase rights, and other limitations set forth in a stockholders agreement. See “Certain Relationships and Related Party Transactions—Management Stockholders Agreement.”

2017 Plan

Prior to the completion of this Offering, we intend to adopt the 2017 Plan, which will be a long-term incentive plan that is a more suitable plan for a public company. Following the adoption of the 2017 Plan, no additional grants will be made under our 2015 Plan.

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Limited Benefits and Perquisites

We provide the following benefits to our executive officers on the same basis as other eligible employees:

• health, dental, vision, life, and disability insurance;

• a qualified 401(k) savings plan (which includes a fixed matching contribution equal to 25% of the employee’s elective deferrals on up to 6% of compensation, and the Company may make an additional discretionary matching contribution, in each case, subject to limitations under the Internal Revenue Code of 1986, as amended (the “Code”); and

• vacation, personal holidays, and sick days.

We believe these benefits are generally consistent with those offered by other companies and specifically with those companies with which we compete for employees.

Transaction-Related Bonuses

In connection with the closings of the Netech Acquisition, the Sequoia Acquisition, and the disposition of the Atlantix business, we paid certain of our named executive officers discretionary transaction bonuses to reward their extraordinary efforts related to such transactions. Messrs. Cagnazzi and Fletcher were each awarded transaction bonuses of $280,000 and Messrs. Hart and Brecher were each awarded transaction bonuses of $140,000.

In addition, certain of our executive officers also received transaction-related amounts during fiscal 2016 in respect of certain equity that they had previously held in the Predecessor and certain equity-based programs of the Predecessor in which they participated prior to the closing of the Presidio Acquisition as follows: Mr. Cagnazzi—$181,136; Mr. Fletcher—$207,843; Mr. Hart—$84,933; and Mr. Thomas—$4,595.

Compensation Program Following the Offering

We believe that, following the Offering, we will have more flexibility in designing compensation programs to attract, motivate, and retain our executives, including permitting us to regularly compensate executives with non-cash compensation reflective of our stock performance in relation to a comparator group in the form of publicly traded equity. Accordingly, as described above, we expect to adopt the 2017 Plan to be a more suitable plan for a public company as described in “—2017 Long-Term Incentive Plan” below, and adopt the Bonus Plan in connection with the Offering as described in “—Executive Bonus Plan” below.

Prior to the completion of this Offering, we also intend to enter into an amended and restated employment agreement with each of our named executive officers, the terms of which will be described prior to the effectiveness of the registration statement of which this prospectus forms a part. It is also anticipated that our current named executive officers will hold substantially similar positions following the Offering.

While we are still in the process of determining specific details of the compensation program that will take effect following the Offering, it is anticipated that our compensation program following the Offering will be based on the same principles and designed to achieve the same objectives as our current compensation program.

2017 Long-Term Incentive Plan

In connection with the consummation of this Offering, we intend to adopt the 2017 Plan. The following is a description of the material terms of the 2017 Plan.

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Purpose

The purposes of the 2017 Plan are to further the growth and success of the Company and to reward and incentivize the outstanding performance of our key employees, directors, consultants, and other service providers by aligning their interests with those of stockholders through equity-based compensation and enhanced opportunities for ownership of shares of our common stock.

Administration

The 2017 Plan will be administered by our Board of Directors and/or the Compensation Committee, or such other committee of our Board of Directors as the Board of Directors may from time to time designate (the committee administering the 2017 Plan is referred to in this section as the “committee”). Among other things, the committee will have the authority to select individuals to whom awards may be granted, to determine the type of awards, to determine the terms and conditions of any such awards, to interpret the terms and provisions of the 2017 Plan and awards granted thereunder, and to otherwise administer the plan.

Eligibility

Persons who serve or agree to serve as employees of, directors of, consultants to, or other service providers of the Company on the date of the grant will be eligible to be granted awards under the 2017 Plan.

Shares Available

Subject to adjustment, the 2017 Plan authorizes the issuance of up to              shares of common stock pursuant to the grant or exercise of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, and other equity-based awards. The maximum number of shares of common stock pursuant to incentive stock options will be              shares of common stock.

If any award is forfeited or if any stock option or stock appreciation right granted under the 2017 Plan terminates without being exercised, or if any shares of common stock are not actually issued pursuant to an equity award granted under the 2017 Plan, shares of common stock subject to such awards will be available for subsequent distribution of awards under the 2017 Plan. If the option price of any stock option granted under the 2017 Plan will be satisfied by delivering shares of common stock to us (by actual delivery or attestation), only the number of shares of common stock issued net of the shares of common stock delivered or attested to will be deemed delivered for purposes of determining the maximum number of shares of common stock available for delivery under the 2017 Plan. To the extent any shares are not delivered to a participant because such shares are used to satisfy any applicable tax-withholding obligation, such shares will not be deemed to have been delivered for purposes of determining the maximum number of shares of common stock available for delivery under the 2017 Plan.

Change in Capitalization or Change in Control

In the event of certain extraordinary corporate transactions, the committee or our Board of Directors may make such substitutions or adjustments as it deems appropriate and equitable to (1) the aggregate number and kind of shares or other securities reserved for issuance and delivery under the 2017 Plan; (2) the various maximum limitations set forth in the 2017 Plan; (3) the number and kind of shares or other securities subject to outstanding awards; and (4) the exercise price of outstanding stock options and stock appreciation rights, among others.

The committee may, in its discretion, provide for the acceleration of vesting or exercisability of awards either (a) upon a change in control of the Company, (b) upon a specified date following a change in control of the Company, or (c) upon specified terminations of employment following a change in control of the Company. The committee may provide for such treatment as a term of an award or may provide for such treatment following the granting of an award.

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Types of Awards

As indicated above, several types of awards will be available for grant under the 2017 Plan. A summary of the types of awards available under the 2017 Plan is set forth below.

Stock Options and Stock Appreciation Rights. Stock options granted under the 2017 Plan may either be incentive stock options or nonqualified stock options. Stock appreciation rights granted under the plan may either be granted alone or in tandem with a stock option. The exercise price of stock options and stock appreciation rights cannot be less than 100% of the fair market value of the stock underlying the stock options or stock appreciation rights on the date of grant. Optionees may pay the exercise price in cash or, if approved by the committee, in common stock (valued at its fair market value on the date of exercise) or a combination thereof, or by “cashless exercise” through a broker or by withholding shares otherwise receivable on exercise. The term of stock options and stock appreciation rights will be as determined by the committee, but such awards may not have a term longer than ten years from the date of grant. The committee will determine the vesting and exercise schedule of stock options and stock appreciation rights and the extent to which they will be exercisable after the award holder’s employment terminates. Generally, and subject to the terms of the applicable award agreement, unvested stock options and stock appreciation rights will terminate upon the termination of employment and vested stock options and stock appreciation rights will remain exercisable for 90 days after the award holder’s termination for any other reason. Vested stock options and stock appreciation rights also will terminate upon the award holder’s termination for cause (as defined in the 2017 Plan). Stock options and stock appreciation rights are transferable only by will or by the laws of descent and distribution, or pursuant to a qualified domestic relations order or, in the case of nonqualified stock options or stock appreciation rights, as otherwise expressly permitted by the committee including, if so permitted, pursuant to a transfer to the participant’s family members, to a charitable organization, whether directly or indirectly, or by means of a trust or partnership or otherwise.

Restricted Stock. Restricted stock may be granted with such restriction periods as the committee may designate. The committee may provide at the time of grant that the vesting of restricted stock will be contingent upon the achievement of applicable performance goals and/or continued service. The terms and conditions of restricted stock awards (including any applicable performance goals) need not be the same with respect to each participant. During the restriction period, the committee may require that the stock certificates evidencing restricted shares be held by the Company. Restricted stock may not be sold, assigned, transferred, pledged, or otherwise encumbered, and will be forfeited upon termination of employment, unless otherwise provided by the committee. Other than such restrictions on transfer and any other restrictions the committee may impose, the participant will have all the rights of a stockholder with respect to the restricted stock award.

Restricted Stock Units. The committee may grant restricted stock units payable in cash or shares of our common stock, conditioned upon continued service and/or the attainment of performance goals determined by the committee. The terms and conditions of restricted stock unit awards (including any applicable performance goals) need not be the same with respect to each participant.

Other Stock-Based Awards. Under the 2017 Plan, the committee will be able to grant other types of equity-based awards based upon our common stock, including unrestricted stock, convertible debentures, and dividend equivalent rights.

Non-Transferability

The 2017 Plan will provide that awards generally will not be assignable or otherwise transferable, except by will, by designation of a beneficiary, by the laws of descent and distribution, or to the extent otherwise permitted by the committee.

Duration of the Plan

We intend that the 2017 Plan will have a term of ten years from the date of its adoption by our Board of Directors.

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Amendment and Discontinuance

The Board of Directors may amend, alter, or discontinue the 2017 Plan, but no amendment, alteration, or discontinuance may materially impair the rights of an equity award previously granted under the 2017 Plan without the award holder’s consent. Amendments to the 2017 Plan require stockholder approval to the extent such approval is required by applicable law or the listing standards of any applicable exchange.

Executive Bonus Plan

In connection with the consummation of this Offering, we intend to adopt the Bonus Plan. The Bonus Plan is intended to provide an incentive for superior work and to motivate eligible executives of the Company toward even greater achievement and business results, to tie their goals and interests to those of ours and our stockholders, and to enable us to attract and retain highly qualified executives. Under the Bonus Plan, we may pay bonuses (including discretionary bonuses) to key executives, including executive officers, based upon such terms and conditions as our Board of Directors or Compensation Committee may in its discretion determine. The Bonus Plan will be administered by our Board of Directors and/or the Compensation Committee. We may amend or terminate the Bonus Plan at any time in our sole discretion. Any amendments to the Bonus Plan will require stockholder approval only to the extent required by applicable law, rule, or regulation.

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EXECUTIVE COMPENSATION

Summary Compensation Table for Fiscal 2016

The following summary compensation table sets forth the total compensation paid, awarded to, or earned during fiscal 2016 by our named executive officers.

Name and Principal Position	Year		Salary ($)		Bonus ($) (1)		Stock Awards ($)		Option Awards ($) (2)		Non-Equity Incentive Plan Compensation ($) (3)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($) (4)		Total ($)
Robert Cagnazzi, Chief Executive Officer		2016		600,000		584,471		—		—		275,296		—		—		1,459,767
Paul Fletcher, Executive Vice President and Chief Financial Officer		2016		600,000		561,077		—		—		252,813		—		7,875		1,421,765
David Hart, Executive Vice President and Chief Operating Officer		2016		600,000		268,267		—		—		162,574		—		7,762		1,038,602
Elliot Brecher, Senior Vice President and General Counsel (5)		2016		293,750		145,634		—		79,743		86,947		—		5,850		611,924
Vinu Thomas, Chief Technology Officer (6)		2016		244,618		74,595		—		114,912		—		—		7,291		441,415

(1) The amount included in this column consists of (a) a discretionary bonus paid in connection with the completion of the Netech Acquisition, the Sequoia Acquisition and the disposition of the Atlantix business during fiscal 2016 (Mr. Cagnazzi—$280,000; Mr. Fletcher—$280,000; Mr. Hart—$140,000; and Mr. Brecher—$140,000); (b) certain transaction-related amounts payable with respect to the completion of the Presidio Acquisition (Mr. Cagnazzi—$181,136; Mr. Fletcher—$207,843; Mr. Hart—$84,933; and Mr. Thomas—$4,595); and (c) a discretionary bonus paid with respect to fiscal 2016 performance (Mr. Cagnazzi—$123,335; Mr. Fletcher—$73,234; Mr. Hart—$43,334; Mr. Brecher—$5,634; and Mr. Thomas—$70,000).

(2) Represents the aggregate grant date fair values of options granted during fiscal 2016, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in calculating the amounts for fiscal 2016, see Note 15 to the historical consolidated financial statements included elsewhere in this prospectus.

(3) Represents the total bonus payments received by each of our named executive officers under their respective incentive plans. See “—Annual Cash Incentive Awards.”

(4) The amount included in the column consists of matching contributions made under the Company’s 401(k) plan.

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(5) Mr. Brecher commenced employment with the Company on July 27, 2015.

(6) Mr. Thomas commenced service as an executive officer on February 1, 2016.

Grants of Plan-Based Awards During Fiscal 2016

The table below provides information regarding equity and non-equity awards granted to the Company’s named executives during fiscal 2016.

Name	Grant Date		Estimated Possible Payouts under Non-Equity Incentive Plan Awards (1)						All Other Option Awards: Number of Securities underlying Options (#) (2)		Exercise Price or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
			Threshold ($)		Target ($)		Maximum ($)
Robert Cagnazzi				—		600,000		1,416,000
Paul Fletcher				—		390,000		735,000
David Hart				—		300,000		504,000
Elliot Brecher				—		97,500		124,000
		10/1/2015								19,873		12.58		79,743
Vinu Thomas		2/26/2016								17,500		17.50		114,912

(1) Amounts represent the minimum, target, and maximum payment level under incentive plan applicable to the particular named executive officer. If threshold level is not attained, no bonus is paid under the applicable incentive plan.

(2) Represents stock options that vest (a) as to 50% of the options, in five equal installments on each of the first five anniversaries of the grant date, and (b) as to 50% of the options, based on the achievement of certain targets related to multiple of invested capital. See “—Long-Term Equity-Based Compensation.”

Employment Agreements with Named Executive Officers

Prior to the completion of this Offering, we intend to enter into an amended and restated employment agreement with each of our named executive officers, the terms of which will be described in a subsequent amendment to this registration statement.

Outstanding Equity Awards at Fiscal 2016 Year-End

The following table provides information regarding outstanding equity awards held by each of our named executive officers on June 30, 2016:

	Option Awards
Name	Number of Securities Underlying Unexercised Options Exercisable (#)		Number of Securities Underlying Unexercised Options Unexercisable (#)			Option Exercise Price ($)		Option Expiration Date
Robert Cagnazzi		20,000		180,000	(1)		10.00		3/11/2025
		347,964		—			2.863		3/15/2022
Paul Fletcher		16,200		145,800	(2)		10.00		3/11/2025
		61,220		—			1.53		10/10/2021
		2,353		—			1.53		7/15/2021
		58,323		—			1.53		3/31/2021
David Hart		16,200		145,800	(2)		10.00		3/11/2025
Elliot Brecher		—		19,873	(3)		12.58		10/1/2025
Vinu Thomas		1,750		15,750	(4)		10.00		3/11/2025
		—		17,500	(5)		17.50		2/26/2026

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(1) Unvested options vest as follows: (i) with respect to 20,000 options on March 11 of each of 2017, 2018, 2019, and 2020, subject to continued employment; and (ii) as to 100,000 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

(2) Unvested options vest as follows: (i) with respect to 16,200 options on March 11 of each of 2017, 2018, 2019, and 2020, subject to continued employment; and (ii) as to 81,000 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

(3) Unvested options vest as follows: (i) 1,987 options vested on October 1, 2016, (ii) with respect to 1,987 options on October 1 of each of 2017 and 2018, subject to continued employment, (iii) with respect to 1,988 options on October 1 of each of 2019 and 2020, subject to continued employment; and (iv) as to 9,936 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

(4) Unvested options vest as follows: (i) with respect to 1,750 options on March 11 of each of 2017, 2018, 2019, and 2020, subject to continued employment; and (ii) as to 8,750 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

(5) Unvested options vest as follows: (i) with respect to 1,750 options on February 26 of each of 2017, 2018, 2019, 2020, and 2021, subject to continued employment; and (ii) as to 8,750 options upon achievement of certain targets related to multiple of invested capital, subject to continued employment.

Options Exercised and Stock Vested During Fiscal 2016

None of our named executive officers exercised options or held stock awards that vested during fiscal 2016.

Pension Benefits During Fiscal 2016

None of our named executive officers participate in defined benefit pension plans.

Nonqualified Deferred Compensation During Fiscal 2016

None of our named executive officers participate in nonqualified deferred compensation plans.

Potential Payments upon Termination or Change in Control in Fiscal 2016

Prior to the completion of this Offering, we intend to enter into an amended and restated employment agreement with each of our named executive officers, the terms of which will be described in a subsequent amendment to this registration statement. We anticipate that these employment agreements will provide for certain benefits upon certain terminations of a named executive officer’s employment, which will be described in a subsequent amendment to this registration statement.

In addition, as described under “—Elements of Compensation—Long-Term Equity-Based Compensation—2015 Plan,” under our 2015 Plan, unvested time-based options will become fully vested upon the occurrence of a change in control. If a change in control had occurred as of June 30, 2016, the intrinsic value of the unvested time-based options held by each of our named executive officers as of June 30, 2016 that would accelerate was as follows: Mr. Cagnazzi—$600,000; Mr. Fletcher—$486,000; Mr. Hart—$486,000; Mr. Brecher—$97,775; and Mr. Thomas—$52,500. The amounts in the immediately preceding sentence are based on a price per share of $17.50, the fair market value of a share of our common stock on June 30, 2016.

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DIRECTOR COMPENSATION

During fiscal 2016, each of our non-employee directors (other than Matthew Nord and Christopher Edson) received an annual retainer of $50,000, $2,000 for each meeting of the Board of Directors attended in person, and $1,000 for each meeting of the Board of Directors attended telephonically. The Chairman of the Board also received an additional annual retainer of $50,000. In addition, directors (other than Mr. Edson) serving on the Audit Committee received an additional annual retainer of $10,000 (in the case of the Chairman) or $5,000 (in the case of other members), and members of the Audit Committee and the Innovation and Technology Committee received $2,000 for each committee meeting attended in person, and $1,000 for each committee meeting attended telephonically.

The following table sets forth, for the fiscal year ended June 30, 2016, certain information regarding the compensation for each non-employee director of the Company during fiscal 2016.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($) (1)(2)		Total ($)
Christopher Edson		—		—		—
Matthew Nord		—		—		—
Pankaj Patel		6,250		46,194		52,444
Todd Siegel		81,000		—		81,000
Joseph Trost		74,000		—		74,000
John Visentin		112,000		—		112,000

(1) Represents the aggregate grant date fair values of options granted during fiscal 2016, computed in accordance with FASB ASC Topic 718. For a discussion of valuation assumptions used in calculating the amounts for fiscal 2016, see Note 15 to our historical consolidated financial statements included elsewhere in this prospectus.

(2) As of June 30, 2016, Mr. Patel held options to purchase 7,500 shares having an exercise price of $17.50 per share, which options vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued service; and Mr. Siegel held options to purchase 7,500 shares having an exercise price of $10.00 per share, which options vest in three equal installments on each of the first three anniversaries of the grant date, subject to continued service.

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PRINCIPAL STOCKHOLDERS

The following table sets forth certain information, as of November 30, 2016, regarding the beneficial ownership of the common stock of Presidio, Inc. with respect to:

• each person that is a beneficial owner of more than 5% of our outstanding common stock;

• each director and each executive officer named in the summary compensation table; and

• all directors and executive officers as a group.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, 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 a beneficial owner of any securities of which that person has a right to acquire beneficial ownership within 60 days. Securities that can be so acquired are deemed to be outstanding for purposes of computing such person’s ownership percentage, but not for purposes of computing any other person’s percentage. Under these rules, more than one person may be deemed beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. Except as otherwise indicated in these footnotes, each of the beneficial owners has, to our knowledge, sole voting and investment power with respect to the indicated shares of common stock. In addition, except as otherwise indicated in these footnotes, the address of each of the directors and executive officers of the Company is c/o One Penn Plaza, Suite 2832, New York, New York 10119. The below beneficial ownership information include shares of common stock issuable upon the exercise of options within 60 days of November 30, 2016.

	Beneficially Owned Before Offering				Percent of Shares Beneficially Owned After Offering
Name of Beneficial Owner	Number of Shares		Percent of Shares
Beneficial owners of more than 5% of our outstanding common stock:
AP VIII Aegis Holdings, L.P. (1)		33,500,000		93.1%
Directors and named executive officers:
Elliot Brecher (2)		1,987		*
Robert Cagnazzi (3)		635,706		1.8%
Paul Fletcher (4)		138,096		*
David Hart (5)		121,695		*
Vinu Thomas (6)		1,750		*
All directors and executive officers as a group (     persons)

* Less than 1% of common stock outstanding.

(1) The amount reported includes shares held of record by Aegis LP. Aegis GP is the general partner of Aegis LP, and Apollo VIII, Apollo Overseas VIII, Apollo Overseas Delaware and Apollo Overseas Delaware 892 (collectively, the “Equity Funds”) are members of Aegis GP. Apollo VIII serves as the investment manager of the Equity Funds and as the nonmember manager of Aegis GP. Apollo Management is the sole member and manager of Apollo VIII, and Apollo Management GP is the general partner of Apollo Management. Management Holdings is the sole member and manager of Apollo Management GP, and Management Holdings GP is the general partner of Management

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Holdings. Leon Black, Joshua Harris and Marc Rowan are the managers, as well as executive officers, of Management Holdings GP. The address of each of the entities and individuals, respectively, listed in this footnote is 9 West 57th Street, New York, New York 10019.

(2) Represents shares of common stock that may be acquired upon the exercise of stock options that have vested or will vest within 60 days of November 30, 2016.

(3) Consists of 267,742 shares of common stock held of record by The Brizo Limited Partnership and options to purchase an aggregate of 367,964 shares of common stock (representing that portion of options to purchase an aggregate of 547,964 shares of common stock that may be acquired upon the exercise of stock options that have vested or will vest within 60 days of November 30, 2016). Robert Cagnazzi is the President of KBLAG LTD., which is the general partner of The Brizo Limited Partnership.

(4) Represents shares of common stock that may be acquired upon the exercise of stock options that have vested or will vest within 60 days of November 30, 2016.

(5) Consists of 105,495 shares of common stock and options to purchase an aggregate of 16,200 shares of common stock (representing that portion of options to purchase an aggregate of 162,000 shares of common stock that may be acquired upon the exercise of stock options that have vested or will vest within 60 days of November 30, 2016).

(6) Represents shares of common stock that may be acquired upon the exercise of stock options that have vested or will vest within 60 days of November 30, 2016.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Apollo Stockholders Agreement

We will enter into the Apollo Stockholders Agreement with Aegis LP, the Apollo Fund that is the beneficial owner of most of our common stock, in connection with this Offering that will provide that, except as otherwise required by applicable law, if the Apollo Funds hold (a) at least 50% of our outstanding common stock, they will have the right to designate no fewer than that number of directors that would constitute a majority of our Board of Directors, (b) at least 30% but less than 50% of our outstanding common stock, they will have the right to designate up to             nominees to our Board of Directors, (c) at least 20% but less than 30% of our outstanding common stock, they will have the right to designate up to             nominees to our Board of Directors and (d) at least 10% but less than 20% of our outstanding common stock, they will have the right to designate             nominees to our Board of Directors. The Apollo Stockholders Agreement will also provide that if the size of our Board of Directors is increased or decreased at any time, the nomination rights of the Apollo Funds will be proportionately increased or decreased, respectively, and rounded up to the nearest whole number.

Management Stockholders Agreement

Aegis LP, the Apollo Fund that is the beneficial owner of most of our common stock, and certain of our employees who invested in the Company in connection with the Apollo Acquisition (the “Initial Investors”) entered into the Management Stockholders Agreement in 2015. Under the Management Stockholders Agreement, following this Offering, Aegis LP and certain of its affiliates have certain demand registration rights for shares of our common stock owned by the Apollo Funds. In addition, under the Management Stockholders Agreement, the Initial Investors have piggyback and other registration rights with respect to shares of our common stock held by them. Furthermore, under the Management Stockholders Agreement, the Company has agreed to indemnify (A) the Initial Investors and their respective officers, directors, employees, representatives and controllers, (B) Aegis LP and its officers, managers, employees, representatives and affiliates and (C) the portfolio companies of the Apollo Group against losses, claims, damages, liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any registration statement or prospectus.

Management Fees

Neither Apollo Global Management, LLC nor any Apollo Fund charges our Company any management fee. No management fees were paid by us to Apollo Global Management, LLC or any Apollo Fund since the Apollo Acquisition.

Office Lease Agreement

The Company is party to a lease agreement with an entity owned by Christopher Cagnazzi, our President of the Presidio Tri State region, and Robert Cagnazzi, our Chief Executive Officer and Director, for office space located at 110 Parkway Drive South, Hauppauge, New York, which will expire on December 31, 2019. The current monthly rent under the lease is $25,645.00 and is subject to a 3% annual escalation.

Other Related Party Transactions

Affiliates of Apollo hold an economic interest in 100% of the outstanding Subordinated Notes pursuant to derivative arrangements entered into with a nonaffiliated third party who is the holder of 100% of the Subordinated Notes. As such, we presently anticipate that any proceeds of this Offering used by the Company to redeem the Subordinated Notes, if any, would be paid, directly or indirectly, to such affiliates of Apollo. See “Use of Proceeds.”

In April 2016, we paid affiliates of Apollo $0.5 million in financing and placement fees in connection with the February 2016 Credit Agreement.

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We recorded revenue to parties affiliated with Apollo of $2.0 million for the fiscal year ended June 30, 2016 and $0.3 million for the Combined fiscal year ended June 30, 2015. As of June 30, 2016, the outstanding receivables associated with parties affiliated with Apollo were $0.2 million and, as of June 30, 2015, the outstanding receivables were less than $0.1 million. We recorded revenue to parties affiliated with Apollo of $0.2 million for the three months ended September 30, 2016 and as of that date, we had $0.2 million in outstanding receivables.

David Hart, who serves as the Company’s Chief Operating Officer, serves on the board of directors of Atlantix, which until it was sold in October 2015 was a wholly owned subsidiary of the Company.

At issuance, we held the $25.0 million term loan borrowing issued by Presidio Holdings under the Incremental Assumption Agreement and Amendment No. 2 to the Company’s February 2015 Credit Agreement, which was incurred in connection with the Netech Acquisition. As of June 30, 2016, we had sold such holdings of the debt to an unaffiliated third party for a loss of $0.1 million as a result of the sale.

Funding of the Netech Acquisition also included a $150.0 million February 2016 Credit Agreement, which included $5.5 million of the term loans held by members of management. In May 2016, the term loans held by members of management were repaid in connection with the refinancing of the February 2016 Credit Agreement.

During the fiscal year ended June 30, 2014, we repaid $3.0 million on the note payable to a former shareholder that was issued in connection with the repurchase of the former shareholder’s common stock. As of June 30, 2014, the note was paid in full.

During the Predecessor periods, we incurred management fees to our former owners. Management fees were $1.5 million for the period ended February 1, 2015 and $2.0 million for the fiscal year ended June 30, 2014. Additionally, we incurred $12.7 million of consulting fees in the period ended February 1, 2015 to our former owners associated with the Presidio Acquisition.

Apollo Directors

One of our directors, Matthew Nord, is a partner of Apollo Global Management, LLC, which he joined in 2003. One of our directors, Christopher Edson, is a principal of Apollo Global Management, LLC, which he joined in 2008. Information with respect to director compensation is set forth in this prospectus, under “Compensation Discussion and Analysis—Director Compensation.”

Review and Approval of Related Party Transactions

Upon consummation of this Offering, we intend to adopt a formal written policy for the review, approval or ratification of transactions with related persons.

Indemnification Agreements

In connection with the completion of this Offering, we expect to enter into indemnification agreements with each of our directors and certain of our officers. We expect that these indemnification agreements will provide the directors and officers with contractual rights to indemnification and expense advancement that are, in some cases, broader than the specific indemnification provisions contained under Delaware law. We believe that these indemnification agreements will be, in form and substance, substantially similar to those commonly entered into in transactions of like size and complexity sponsored by private equity firms.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following summary of the material terms of certain financing arrangements does not purport to be complete and is subject to, and qualified in its entirety by reference to, the underlying documents.

February 2015 Credit Agreement

General

On February 2, 2015, certain of our wholly owned domestic subsidiaries entered into the February 2015 Credit Agreement, which initially provided for senior secured financing of $650 million. The borrowers under the February 2015 Credit Agreement are Presidio LLC (f/k/a Presidio, Inc.) (“Presidio LLC”) and Presidio Networked Solutions LLC (f/k/a Presidio Networked Solutions, Inc.) (“PNS” and, together with Presidio LLC, the “February 2015 Credit Agreement Borrowers”). The February 2015 Credit Agreement originally consisted of:

• the term loan facility, in an aggregate principal amount of $600 million, maturing on February 2, 2022; and

• the revolving credit facility, in an aggregate principal amount of up to $50 million, maturing on February 2, 2020, which includes both a letter of credit sub-facility and a swingline loan sub-facility.

On May 19, 2015, the February 2015 Credit Agreement Borrowers entered into an amendment to the February 2015 Credit Agreement to, among other things, reduce the interest rate on the term loan facility. Concurrently with the amendment, the February 2015 Credit Agreement Borrowers made a $25 million voluntary prepayment of outstanding term loans under the February 2015 Credit Agreement.

On February 1, 2016, in connection with the Netech Acquisition, the February 2015 Credit Agreement Borrowers entered into a second amendment to the February 2015 Credit Agreement to, among other things, provide for an incremental term loan facility made by the Company, as lender, to the Borrowers in an aggregate principal amount of $25 million (“February 2016 Incremental Term Loan”). The February 2016 Incremental Term Loan was funded by the Company at par and otherwise has the same terms as the previously outstanding term loans under the February 2015 Credit Agreement. The initial lender under the February 2016 Incremental Term Loan was Presidio, Inc. (f/k/a Aegis Holdings, Inc.). Prior to the date hereof, Presidio, Inc. sold the $25 million February 2016 Incremental Term Loan to unaffiliated purchasers.

On May 27, 2016, the February 2015 Credit Agreement Borrowers entered into a third amendment to the February 2015 Credit Agreement to, among other things, provide for an incremental term loan facility made to the Borrowers in an aggregate principal amount of $140 million (the “May 2016 Incremental Term Loan”). The May 2016 Incremental Term Loan was funded at 99.5% of the aggregate principal amount thereof and otherwise has the same terms as the previously outstanding term loans under the February 2015 Credit Agreement. The proceeds of the May 2016 Incremental Term Loan were used, together with cash on hand, to refinance in full a separate term loan credit agreement which the Company had entered into in connection with the Netech Acquisition (the “February 2016 Credit Agreement”).

As of September 30, 2016, the outstanding principal amount of the term loan facility under the February 2015 Credit Agreement was $730.5 million and there were no outstanding borrowings under the revolving facility.

The February 2015 Credit Agreement Borrowers may request one or more incremental term loan facilities and/or increase commitments under the revolving facility in an aggregate amount of up to the sum of (x) $100 million plus (y) such additional amount so long as, (i) in the case of loans under additional credit

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facilities secured by liens (other than to the extent such liens are expressly subordinated in writing to the liens on the collateral securing the February 2015 Credit Agreement), the consolidated net first lien secured leverage ratio would be no greater than 3.25 to 1.00 and (ii) in the case of loans under additional credit facilities that would not be included in the computation of the consolidated net first lien secured leverage ratio, the consolidated net secured leverage ratio would be no greater than 4.25 to 1.00, subject to certain conditions and receipt of commitments by existing or additional lenders.

All borrowings under the revolving credit facility of the February 2015 Credit Agreement are subject to the satisfaction of customary conditions, including the absence of a default or event of default and the accuracy of representations and warranties.

Interest Rates and Fees

Borrowings under the February 2015 Credit Agreement bear interest at a rate equal to, at the applicable February 2015 Credit Agreement Borrower’s option, either (a) a LIBOR rate determined by reference to the costs of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans, plus a margin of 4.25%, or (b) a base rate determined by reference to the highest of (i) the federal funds rate plus 0.50%, (ii) the prime rate determined by Credit Suisse AG and (iii) the one-month adjusted LIBOR plus 1.00%, in each case, plus a margin of 3.25%.

In addition to paying interest on outstanding principal under the February 2015 Credit Agreement, the February 2015 Credit Agreement Borrowers are required to pay a commitment fee ranging from 0.50% to 0.375%, depending on the net first lien leverage ratio, to the lenders under the revolving credit facility in respect of the unutilized commitments thereunder. They are also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, such letter of credit issuer’s customary documentary and processing fees and charges and customary fronting fees.

Amortization and Prepayments

The February 2015 Credit Agreement requires scheduled quarterly payments on the term loan in annual amounts equal to $1,854,007.65, with the balance paid at maturity.

In addition, the February 2015 Credit Agreement requires the February 2015 Credit Agreement Borrowers to prepay outstanding term loan borrowings, subject to certain exceptions, with:

• 75% (which percentage is reduced to 50% if the consolidated net first lien secured leverage ratio is less than or equal to 3.00 to 1.00, reduced to 25% if the consolidated net first lien secured leverage ratio is less than or equal to 2.50 to 1.00 and reduced to 0% if the consolidated net first lien secured leverage ratio is less than or equal to 2.00 to 1.00) of the Borrowers’ annual excess cash flow, as defined under the February 2015 Credit Agreement;

• 100% of the net cash proceeds of all non-ordinary course asset sales, other dispositions of property or certain casualty events, in each case subject to certain exceptions, including, without limitation, a minimum threshold, and provided that we may (a) reinvest within 12 months, or (b) commit to reinvest those proceeds within 12 months and so reinvest such proceeds within six months following the end of such 12-month period in assets to be used in our business, or certain other permitted investments; and

• 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the February 2015 Credit Agreement.

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The February 2015 Credit Agreement Borrowers may voluntarily repay outstanding loans under the February 2015 Credit Agreement at any time, without prepayment premium or penalty except in connection with a repricing event as described below, subject to customary “breakage” costs with respect to LIBOR rate loans.

Collateral and Guarantors

All obligations under the February 2015 Credit Agreement are unconditionally guaranteed by the February 2015 Credit Agreement Borrowers, Presidio Holdings Inc., Presidio IS LLC and each of existing and future wholly owned domestic subsidiaries of Presidio Holdings Inc., subject to certain exceptions. The obligations are secured by substantially all assets of the February 2015 Credit Agreement Borrowers and those of each guarantor, including capital stock of the February 2015 Credit Agreement Borrowers and the subsidiary guarantors and 65% of the capital stock of the first-tier foreign subsidiaries that are not subsidiary guarantors, in each case subject to certain exceptions. Such security interests consist of a first-priority lien with respect to the collateral, subject to certain exceptions including that such security interests, pursuant to an intercreditor agreement, be subordinate to the security interests on the collateral securing the obligations under the CPC Facility.

Restrictive Covenants and Other Matters

The revolving credit facility requires that we, subject to a testing threshold, comply on a quarterly basis with a maximum first lien net senior secured leverage ratio. The testing threshold is satisfied at any time when the sum of outstanding exposure under the revolver exceeds 30% of the outstanding commitments under the revolving credit facility at such time.

The February 2015 Credit Agreement contains certain customary affirmative covenants and events of default. The negative covenants in the February 2015 Credit Agreement include, among other things, limitations (subject in each case to exceptions) on our ability to:

• incur additional debt or issue certain preferred shares;

• create liens on certain assets;

• make certain loans or investments (including acquisitions);

• pay dividends on or make distributions in respect of capital stock or make other restricted payments;

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

• sell assets;

• enter into certain transactions with affiliates;

• enter into sale-leaseback transactions;

• change our lines of business;

• restrict dividends from our subsidiaries or restrict liens;

• change our fiscal year; and

• modify the terms of certain debt or organizational agreements.

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Securitization Facility

Presidio maintains the Receivables Securitization Facility whereby PNS sells its trade receivables on a continuous basis to PCF. PCF then grants, without recourse, a senior undivided interest in the pooled receivables to the administrative agent of the facility, PNC Bank, National Association, in exchange for cash, while maintaining a subordinated undivided interest in any over-collateralization of the pooled receivables. Presidio LLC services the receivables for PCF at market rates. Upon and after the sale or contribution of the accounts receivables to PCF, such accounts receivables are legally assets of PCF and, as such, are not available to our creditors or our other subsidiaries.

As of the date hereof, the committed amount of the Receivables Securitization Facility is $250 million and the maturity date is February 2, 2018. The Receivables Securitization Facility provides for borrowing capacity subject to a borrowing limit that is based on eligible receivables, as defined in the securitization agreements. Interest is calculated daily but payable monthly based on a Eurodollar borrowing rate plus a utilized program fee of 1.40%. The Company also incurs a commitment fee of 0.50% or 0.40%, depending on utilization.

As of September 30, 2016, there was no outstanding principal on the Receivables Securitization Facility.

Each purchase is subject to the satisfaction of customary conditions, including the absence of a termination event and the accuracy of representations and warranties.

The obligations under the Receivables Securitization Facility are secured by PCF’s right, title and interest in the pool of receivables and certain related assets.

The Receivables Securitization Facility requires that Presidio LLC comply with a minimum fixed charge coverage ratio of 1.0 to 1.0 if its excess liquidity, as defined in the Receivables Securitization Facility, falls below $35 million.

The Receivables Securitization Facility contains certain customary affirmative covenants and termination events for facilities of this nature.

Senior Notes and Subordinated Notes

General

On February 2, 2015, Presidio Holdings issued the Senior Notes in an initial aggregate principal amount of $250 million and the Subordinated Notes in an initial aggregate amount of $150 million. Each of the Senior Notes and the Subordinated Notes will mature on February 15, 2023.

In August 2015, Presidio Holdings repurchased from an unaffiliated third party approximately $38.2 million of the Subordinated Notes held by unaffiliated third parties. In June 2016, Presidio Holdings repurchased from an unaffiliated third party an aggregate of approximately $27.6 million of the Senior Notes.

As of September 30, 2016, the aggregate principal amount of outstanding Senior Notes was $222.5 million, and the aggregate principal amount of outstanding Subordinated Notes was $111.8 million.

Affiliates of Apollo hold an economic interest in 100% of the outstanding Subordinated Notes pursuant to derivative arrangements entered into with a nonaffiliated third party who is the holder of 100% of the Subordinated Notes.

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Interest Rates and Fees

Interest on the Notes of each series accrues at a rate of 10.25% per annum, which is payable semiannually in cash to holders of record at the close of business on the February 1 or August 1 immediately preceding the interest payment date on February 15 and August 15 of each year, commencing August 15, 2015.

Optional Redemption

Prior to February 15, 2018, Presidio Holdings may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of such notes plus accrued and unpaid interest, plus an applicable make-whole premium. On or after February 15, 2018, Presidio Holdings may redeem some or all of the Notes at certain specified redemption prices, plus accrued and unpaid interest.

In addition, on or prior to February 15, 2018, Presidio Holdings may redeem in the aggregate up to 40.0% of the original aggregate principal amount of the Notes of each series with the net cash proceeds of any equity offering at a redemption price of 110.25%, plus accrued and unpaid interest, provided that at least 50.0% of the original aggregate principal amount of the Notes of the applicable series remains outstanding after such redemption and provided that such redemption occur within 90 days of the date on which such equity offering is consummated, upon not less than 30 nor more than 60 days’ notice.

Guarantors and Ranking

The Notes are fully and unconditionally guaranteed, jointly and severally, by Presidio Holdings’s present and future direct or indirect wholly owned material domestic subsidiaries that guarantee or are directly liable in respect of the February 2015 Credit Agreement or certain other future credit facilities or future capital markets indebtedness.

The Senior Notes are unsubordinated, unsecured of Presidio Holdings and the guarantors, respectively. The Subordinated Notes are unsecured and are subordinated in right of payment to all existing and future senior debt of Presidio Holdings and the guarantors, meaning that the holders of senior debt, including the Senior Notes and February 2015 Credit Agreement, are entitled to payment in full, including post-filing interest in a bankruptcy, before the holders of the Subordinated Notes are entitled to receive any payments.

Restrictive Covenants and Other Matters

The indentures governing the Notes contain certain customary affirmative covenants and events of default. The applicable negative covenants include, among other things, limitations (subject in each case to exceptions) on our ability to:

• incur or guarantee additional indebtedness;

• pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments;

• make investments;

• consummate certain asset sales;

• engage in transactions with affiliates;

• grant or assume liens; and

• consolidate, merge or transfer all or substantially all of the assets of Presidio Holdings.

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Most of the restrictive covenants will cease to apply for so long as the Notes are rated investment grade by both Standard & Poor’s and Moody’s.

Upon the occurrence of a change of control, Presidio Holdings is required to offer to repurchase all of the existing Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.

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DESCRIPTION OF CAPITAL STOCK

The following is a description of the material terms of our amended and restated certificate of incorporation and amended and restated bylaws as each will be in effect as of the consummation of this Offering, except as otherwise indicated by reference to our current certificate of incorporation and current bylaws and of specific provisions of Delaware law.

General

We will amend and restate our certificate of incorporation, to be effective upon consummation of this Offering, at which time our capital stock will consist of a total of         million authorized shares, of which         million shares, par value $0.01 per share, will be designated as common stock and         million shares, par value $0.01 per share, will be designated as preferred stock. Immediately following the completion of this Offering, we will have              shares of common stock outstanding. There will be no shares of preferred stock outstanding immediately following this Offering.

Common Stock

Voting rights. Holders of common stock will be entitled to one vote per share on all matters to be voted upon by the stockholders. The holders of common stock will not have cumulative voting rights in the election of directors.

Dividend rights. Holders of common stock will be entitled to ratably receive dividends if, as and when dividends are declared from time to time by our Board of Directors out of funds legally available for that purpose, after payment of dividends required to be paid on outstanding preferred stock, as described below, if any. Under Delaware law, we can only pay dividends either out of “surplus” or the current or immediately preceding year’s net profits. Surplus is defined as the excess, if any, at any given time, of the total assets of a corporation over its total liabilities and statutory capital. The value of a corporation’s assets can be measured in a number of ways and may not necessarily equal their book value.

Liquidation rights. Upon liquidation, dissolution or winding-up, the holders of common stock will be entitled to receive ratably the assets available for distribution to the stockholders after payment of liabilities and accrued but unpaid dividends and liquidation preferences on any outstanding preferred stock.

Other matters. The common stock will have no preemptive or conversion rights. There will be no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of our common stock will be fully paid and non-assessable and the shares of our common stock offered in this Offering, upon payment and delivery in accordance with the underwriting agreement, will be fully paid and non-assessable.

Preferred Stock

Pursuant to our amended and restated certificate of incorporation, shares of preferred stock will be issuable from time to time, in one or more series, with the designations of the series, the voting rights of the shares of the series (if any), the powers, preferences and relative participation, optional or other special rights (if any) and any qualifications, limitations or restrictions thereof as our Board of Directors from time to time may adopt by resolution (and without further stockholder approval), subject to certain limitations. Each series will consist of that number of shares as will be stated and expressed in the certificate of designations providing for the issuance of the stock of the series. The Board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of common stock. The issuance of preferred stock, while providing flexibility in connection with possible future financings and acquisitions and other corporate purposes, could, under certain circumstances, have the effect of delaying, deferring or preventing a change in control of us and might affect the market price of our common stock. See “—Certain Corporate Antitakeover Provisions.” We have no current plans to issue any shares of preferred stock following the consummation of this Offering.

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Composition of the Board of Directors; Election and Removal of Directors

In accordance with our amended and restated certificate of incorporation and our amended and restated bylaws, the number of directors comprising our Board of Directors will be determined from time to time by our Board of Directors, and only a majority of the Board of Directors may fix the number of directors. We intend to avail ourselves of the “controlled company” exception under the governance rules of the NASDAQ, which may exempt us from certain requirements, including the requirements that we have a majority of independent directors on our Board of Directors and that we have Compensation and Nominating and Corporate Governance Committees composed entirely of independent directors. We will, however, remain subject to the requirement that we have an Audit Committee composed entirely of independent members.

The Apollo Stockholders Agreement that we will enter into in connection with this Offering will provide that, except as otherwise required by applicable law, if the Apollo Funds hold (a) at least 50% of our outstanding common stock, they will have the right to designate no fewer than that number of directors that would constitute a majority of our Board of Directors, (b) at least 30% but less than 50% of our outstanding common stock, they will have the right to designate up to             nominees to our Board of Directors, (c) at least 20% but less than 30% of our outstanding common stock, they will have the right to designate up to             nominees to our Board of Directors and (d) at least 10% but less than 20% of our outstanding common stock, they will have the right to designate             nominees to our Board of Directors. The Apollo Stockholders Agreement will also provide that if the size of our Board of Directors is increased or decreased at any time, the nomination rights of the Apollo Funds will be proportionately increased or decreased respectively, and rounded up to the nearest whole number.

Upon completion of this Offering, we expect that our Board of Directors will have             directors . Our amended and restated bylaws will provide that our Board of Directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible. As a result, approximately one-third of our Board of Directors will be elected at the annual meeting of stockholders, with such elections decided by plurality vote. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of our Board of Directors. Each director will hold office until his successor is duly elected and qualified or until his earlier death, resignation or removal. Any vacancies on our Board of Directors may be filled only by the affirmative vote of a majority of the remaining directors, although less than a quorum, except as provided in the Apollo Stockholders Agreement, as described above. Our amended and restated certificate of incorporation will provide that stockholders do not have the right to cumulative votes in the election of directors. At any meeting of our Board of Directors, except as otherwise required by law, a majority of the total number of directors that the company would have if there were no vacancies will constitute a quorum for all purposes.

Special Meetings of Stockholders

Our amended and restated bylaws will provide that special meetings of stockholders may be called by the Board of Directors or by stockholders, individually or collectively, holding more than 50.1% of the Company’s outstanding shares; provided that, after such time that the Apollo Funds or their affiliates hold less than 50.1% of the Company’s outstanding shares, special meetings of stockholders may be called only by the Board of Directors. Only proposals included in the Company’s notice or otherwise brought before the meeting by or at the direction of the Board of Directors may be considered at such special meetings.

Antitakeover Effects of Section 203 of the DGCL

We have elected not to opt out of Section 203 of the DGCL. We expect, however, to include a provision in our amended and restated certificate of incorporation that will exempt us from the provisions of the DGCL with respect to combinations between any members of the Apollo Group, on the one hand, and us, on the other.

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In general, Section 203 of the DGCL prevents an “interested stockholder” (as defined in the DGCL) from engaging in a “business combination” (as defined in the DGCL) with us for three years following the date that person becomes an interested stockholder, unless one or more of the following occurs:

• before that person became an interested stockholder, our Board of Directors approved the transaction in which the interested stockholder became an interested stockholder or approved the business combination;

• upon consummation of the transaction that resulted in the interested 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) stock held by directors who are also officers of our Company and by employee stock plans that do not provide employees with the right to determine confidentially whether shares held under the plan will be tendered in a tender or exchange offer; or

• following the transaction in which that person became an interested stockholder, the business combination is approved by our Board of Directors and authorized at a meeting of stockholders by the affirmative vote of the holders of at least 66 2/3% of our outstanding voting stock not owned by the interested stockholder.

In general, a “business combination” is defined to include mergers, asset sales and other transactions resulting in financial benefit to a stockholder and an “interested stockholder” is a person who, together with affiliates and associates, owns (or within three years, did own) 15% or more of a corporation’s voting stock. The DGCL generally defines “interested stockholder” as any person who, together with affiliates and associates, is the owner of 15% or more of our outstanding voting stock or is our affiliate or associate and was the owner of 15% or more of our outstanding voting stock at any time within the three-year period immediately before the date of determination. The statute could prohibit or delay mergers or other takeover or change in control attempts and, accordingly, may discourage attempts to acquire us even though such a transaction may offer our stockholders the opportunity to sell their stock at a price above the prevailing market price.

Our certificate of incorporation will provide that we generally may not dissolve, merge or consolidate with another entity, sell all or substantially all of our assets or engage in a statutory share exchange unless the action is declared advisable by our Board of Directors and approved by the affirmative vote of stockholders entitled to cast a majority of all of the votes entitled to be cast on the matter.

The provisions of the DGCL, our amended and restated certificate of incorporation and our bylaws could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders may otherwise deem to be in their best interests.

Certain Corporate Antitakeover Provisions

Certain provisions in our amended and restated certificate of incorporation and amended and restated bylaws summarized below may be deemed to have an antitakeover effect and may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in its best interests, including attempts that might result in a premium being paid over the market price for the shares held by stockholders.

Preferred Stock

Our amended and restated certificate of incorporation will contain provisions that permit our Board of Directors to issue, without any further vote or action by the stockholders, shares of preferred stock in one or more

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series and, with respect to each such series, to fix the number of shares constituting the series and the designation of the series, the voting rights (if any) of the shares of the series and the powers, preferences and relative participation, optional and other special rights, if any and any qualifications, limitations or restrictions of the shares of such series. See “—Preferred Stock.”

Classified Board; Number of Directors

Our amended and restated certificate of incorporation and amended and restated bylaws will provide that our Board of Directors is divided into three classes of directors, with the classes to be as nearly equal in number as possible and the number of directors on our Board of Directors may be fixed only by the majority of our Board of Directors, as described above in “—Composition of the Board of Directors; Election and Removal of Directors.”

Removal of Director; Vacancies

Our amended and restated certificate of incorporation will provide that stockholders will be able to remove directors only for cause and then only by the affirmative vote of a majority of the voting power entitled to vote for the election of directors. Vacancies on our Board of Directors may be filled by a majority of our Board of Directors then in office, although less than a quorum.

No Cumulative Voting

Our amended and restated certificate of incorporation will provide that stockholders do not have the right to cumulative votes in the election of directors.

Stockholder Action by Written Consent; Calling of Special Meetings of Stockholders

Our amended and restated certificate of incorporation will permit stockholder action without a meeting by consent; provided that, if the Apollo Funds hold less than 50.1% of the Company’s outstanding voting shares, the amended and restated certificate of incorporation will not permit stockholder action by written consent.

Our amended and restated bylaws will provide that special meetings of stockholders may be called by the Board of Directors or by stockholders, individually or collectively, holding more than 50.1% of the Company’s outstanding shares; provided that, once the Apollo Funds hold less than 50.1% of the Company’s outstanding shares, special meetings of stockholders may be called only by the Board of Directors, the chairman of the Board of Directors or the Chief Executive Officer. Only proposals included in the Company’s notice or otherwise brought before the meeting by or at the direction of the Board may be considered at such special meetings.

Advance Notice Requirements for Stockholders’ Proposals and Director Nominations

Our amended and restated bylaws will provide that stockholders seeking to bring business before an annual meeting of stockholders, or to nominate candidates for election as directors at an annual meeting of stockholders, must provide timely notice thereof in writing. To be timely, a stockholder’s notice generally will have to be delivered to and received at our principal executive offices not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided that, if the date of such meeting is advanced more than 30 days prior to, or delayed by more than 60 days after, the anniversary of the preceding year’s annual meeting of our stockholders, a stockholder’s notice to be timely will have to be so delivered not earlier than the close of business on the 120th day prior to such meeting and not later than the close of business on the later of the 90th day prior to such meeting or, if the first public announcement of the date of such meeting is less than 100 days prior to the date of such meeting, the 10th day following the day on which public announcement of the date of such meeting is first made. Our amended and restated bylaws will also specify certain requirements as to the form and content of a stockholder’s notice. These provisions may preclude stockholders from bringing matters before an annual meeting of stockholders or from making nominations for directors at an annual meeting of stockholders.

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Exclusive Jurisdiction

Our amended and restated bylaws will provide that, unless we consent to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of fiduciary duty owed by any of our directors, officers, or other employees to us or to our stockholders, any action asserting a claim arising pursuant to the DGCL, or any action asserting a claim governed by the internal affairs doctrine.

Corporate Opportunity

Our amended and restated certificate of incorporation will provide that no officer or director of us who is also an officer, director, employee, managing director or other affiliate of any member of the Apollo Group (including any portfolio company thereof) will be liable to us or our stockholders for breach of any fiduciary duty by reason of the fact that any such individual directs a corporate opportunity to any member of the Apollo Group (including any portfolio company thereof), as applicable, instead of us, or does not communicate information regarding a corporate opportunity to us that the officer, director, employee, managing director or other affiliate has directed to any member of the Apollo Group (including any portfolio company thereof).

Amendment of Our Certificate of Incorporation

Under Delaware law, our amended and restated certificate of incorporation will provide that it may be amended only with the affirmative vote of 66.6% of the outstanding stock entitled to vote in the election of directors.

Amendment of Our Bylaws

Our amended and restated bylaws will provide that, except as provided in the Apollo Stockholders Agreement that we have agreed to enter into in connection with the consummation of this Offering, they can be amended by the vote of a majority of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote or by the vote of a majority of the Board.

Limitation of Liability and Indemnification

Section 145 of the DGCL provides, in general, that a corporation incorporated under the laws of the State of Delaware, such as the Company, may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than a derivative action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. In the case of a derivative action, a Delaware corporation may indemnify any such person against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification will 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 of the State of Delaware or any other court in which such action was brought determines such person is fairly and reasonably entitled to indemnity for such expenses.

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Our amended and restated certificate of incorporation provides that directors of the Company shall not be personally liable to the Company or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (a) for any breach of the director’s duty of loyalty to the Company or our stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) under Section 174 of the DGCL, relating to prohibited dividends or distributions or the repurchase or redemption of stock, or (d) for any transaction from which the director derives an improper personal benefit. Our amended and restated bylaws also contain provisions to indemnify the directors, officers, employees or other agents to the fullest extent permitted by the DGCL.

Accordingly, if any of our directors or officers are immune or exculpated from, or indemnified against, liability in connection with actions they have taken but which actions impede our performance, our and our stockholders’ ability to recover damages from that director or officer will be limited.

Further, the Company shall, to the fullest extent permitted by the DGCL in effect from time to time, indemnify any person who is or was a director or officer of the Company from and against any expenses, judgments, fines and amounts paid in settlement actually and/or reasonably incurred in connection with the matters referred to in or covered by Section 145 of the DGCL without requiring a preliminary determination of the ultimate entitlement to indemnification and shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding.

Our Board of Directors may take such action as it deems necessary to carry out these indemnification provisions, including adopting procedures for determining and enforcing indemnification rights and purchasing insurance policies. Our Board of Directors may also adopt bylaws, resolutions or contracts implementing indemnification arrangements as may be permitted by law. Neither the amendment nor the repeal of these indemnification provisions, nor the adoption of any provision of our amended and restated certificate of incorporation inconsistent with these indemnification provisions, will eliminate or reduce any rights to indemnification relating to the status of any director or any activities prior to such amendment, repeal or adoption.

We intend to enter into separate indemnification agreements with each of our directors and executive officers, which may be broader than the specific indemnification provisions contained in Delaware law. These indemnification agreements may require us to, among other things, indemnify our directors and officers against liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements may also require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified and to obtain directors’ and officers’ insurance, if available on reasonable terms.

Currently, to our knowledge, there is no pending litigation or proceeding involving any of our directors, officers, employees or agents in which indemnification by us is sought, nor are we aware of any threatened litigation or proceeding that may result in a claim for indemnification.

We believe these provisions will assist in attracting and retaining qualified individuals to serve as directors.

Listing

We expect to apply to list our shares of common stock on the NASDAQ under the symbol “PSDO.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock will be             .

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this Offering, there has been no public market for our common stock and no predictions can be made about the effect, if any, that market sales of shares of our common stock or the availability of such shares for sale will have on the market price prevailing from time to time. Nevertheless, the actual sale of, or the perceived potential for the sale of, our common stock in the public market may have an adverse impact on the market price for the common stock and could impair our ability to raise capital through future sales of our securities. See “Risk Factors—Risks Related to an Investment in Our Common Stock and this Offering—Future sales or the possibility of future sales of a substantial amount of our common stock may depress the price of shares of our common stock.”

Sale of Restricted Shares

Upon completion of this Offering, we will have an aggregate of             shares of our common stock outstanding. Of these shares, the             shares of our common stock to be sold in this Offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares which may be acquired by any of our “affiliates” as that term is defined in Rule 144 under the Securities Act, which will be subject to the resale limitations of Rule 144. The remaining             shares of our common stock outstanding will be restricted securities, as that term is defined in Rule 144 and may in the future be sold without restriction under the Securities Act to the extent permitted by Rule 144 or any applicable exemption under the Securities Act.

Equity Incentive Plan

We intend to file one or more registration statements on Form S-8 under the Securities Act following this Offering to register our shares of common stock that are issuable pursuant to our 2017 Long-Term Incentive Plan. These registration statements are expected to become effective upon filing. Shares covered by these registration statements will then be eligible for sale in the public markets, subject to any applicable lock-up agreements and to Rule 144 limitations applicable to affiliates.

Lock-up Agreements

In addition to the limits placed on the sale of shares of our common stock by operation of Rule 144 and other provisions of the Securities Act, (i) our executive officers and directors have agreed, subject to certain limited exceptions, not to sell or otherwise transfer or encumber any shares of our common stock or securities convertible into common stock owned by them at the completion of this Offering or thereafter acquired by them for a period of days after the completion of this Offering without the consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc., (ii) the Apollo Funds have agreed, subject to certain limited exceptions, not to sell or otherwise transfer or encumber any shares of our common stock or securities convertible into common stock owned by the Apollo Funds at the completion of this Offering or thereafter acquired by the Apollo Funds for a period of             days after the completion of this Offering without the consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc. and (iii) we have agreed that we will not offer, sell, contract to sell, pledge or otherwise dispose of, directly or indirectly, enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of the ownership of, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc. for a period of days after the date of this prospectus, subject to certain limited exceptions set forth in “Underwriting.”

Rule 144

In general, under Rule 144 as currently in effect, beginning 90 days after the completion of this Offering, a person (or persons whose common stock is required to be aggregated), who is an affiliate and who

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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 completion of this Offering; and

• the average weekly trading volume in our shares on the NASDAQ during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such a sale, subject to restrictions.

A person (or persons whose shares are aggregated) who is deemed to be an affiliate of ours and who has beneficially owned restricted securities within the meaning of Rule 144 for at least six months would be entitled to sell within any three-month period a number of shares that does not exceed the greater of 1% of the then-outstanding shares of our common stock or the average weekly trading volume of our common stock during the four calendar weeks preceding such sale. Such sales are also subject to certain manner of sales provisions, notice requirements and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act, any of our directors, officers, employees, consultants or advisors who purchased shares of stock from us in connection with a compensatory stock or option plan or other written agreement before the effective date of this Offering, or who purchased shares of stock from us after that date upon the exercise of options granted before that date, are eligible to resell such shares of stock 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 its six-month minimum holding period, but subject to the other Rule 144 restrictions described above.

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CERTAIN MATERIAL UNITED STATES FEDERAL INCOME

TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a general discussion of certain material U.S. federal income tax considerations with respect to the ownership and disposition of shares of our common stock applicable to non-U.S. holders who acquire such shares in this Offering. This discussion is based on current provisions of the Code, U.S. Treasury regulations promulgated thereunder and administrative rulings and court decisions in effect as of the date hereof, all of which are subject to change at any time, possibly with retroactive effect.

For purposes of this discussion, the term “non-U.S. holder” means a beneficial owner of our common stock that is not, for U.S. federal income tax purposes, a partnership or any of the following:

• a citizen or resident of the United States;

• a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in the United States or under the laws of the United States, any state thereof or the District of Columbia;

• an estate, the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or

• a trust if (1) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person for U.S. federal income tax purposes.

If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds shares of our common stock, the tax treatment of a person treated as a partner generally will depend on the status of the partner and the activities of the partnership. Persons that for U.S. federal income tax purposes are treated as a partner in a partnership holding shares of our common stock should consult their tax advisors.

This discussion assumes that a non-U.S. holder holds shares of our common stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal income taxation that may be important to a non-U.S. holder in light of that holder’s particular circumstances or that may be applicable to holders subject to special treatment under U.S. federal income tax law (including, for example, financial institutions, brokers or dealers in securities, “controlled foreign corporations,” “passive foreign investment companies,” traders in securities that elect mark-to-market treatment, insurance companies, tax-exempt entities, holders who acquired our common stock pursuant to the exercise of employee stock options or otherwise as compensation, entities or arrangements treated as partnerships for U.S. federal income tax purposes, holders liable for the alternative minimum tax, certain former citizens or former long-term residents of the United States and holders who hold our common stock as part of a hedge, straddle, constructive sale or conversion transaction). In addition, this discussion does not address U.S. federal tax laws other than those pertaining to the U.S. federal income tax, nor does it address any aspects of the unearned income Medicare contribution tax pursuant to the Health Care and Education Reconciliation Act of 2010, any U.S. federal estate and gift taxes, or any U.S. state, local or non-U.S. taxes. Accordingly, prospective investors should consult with their own tax advisors regarding the U.S. federal, state, local, non-U.S. income and other tax considerations of acquiring, holding and disposing of shares of our common stock.

THIS SUMMARY IS FOR GENERAL INFORMATION ONLY AND IS NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF ALL TAX CONSEQUENCES RELATING TO THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK. WE RECOMMEND THAT

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PROSPECTIVE HOLDERS OF OUR COMMON STOCK CONSULT WITH THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES TO THEM (INCLUDING THE APPLICATION AND EFFECT OF ANY FEDERAL, STATE, LOCAL, NON-U.S. INCOME AND OTHER TAX LAWS) OF THE OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.

Dividends

In general, any distributions we make to a non-U.S. holder with respect to its shares of our common stock that constitute dividends for U.S. federal income tax purposes will be subject to U.S. withholding tax at a rate of 30% of the gross amount (or a reduced rate prescribed by an applicable income tax treaty) unless the dividends are effectively connected with a trade or business carried on by the non-U.S. holder within the United States (and, if an income tax treaty applies, are attributable to a permanent establishment of the non-U.S. holder within the United States). A distribution will constitute a dividend for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits as determined for U.S. federal income tax purposes. Any distribution not constituting a dividend will be treated as first reducing the adjusted basis in the non-U.S. holder’s shares of our common stock and, to the extent it exceeds the adjusted basis in the non-U.S. holder’s shares of our common stock, as gain from the sale or exchange of such shares. Any such gain will be subject to the treatment described below under “—Gain on Sale or Other Disposition of our Common Stock.”

Subject to the discussion below regarding “—Foreign Account Tax Compliance,” dividends effectively connected with a U.S. trade or business (and, if an income tax treaty applies, attributable to a U.S. permanent establishment) of a non-U.S. holder generally will not be subject to U.S. withholding tax if the non-U.S. holder complies with applicable certification and disclosure requirements. Instead, such dividends generally will be subject to U.S. federal income tax on a net income basis, in the same manner as if the non-U.S. holder were a resident of the United States. A non-U.S. holder that is a corporation may be subject to an additional “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on its “effectively connected earnings and profits,” subject to certain adjustments.

Gain on Sale or Other Disposition of Our Common Stock

In general, a non-U.S. holder will not be subject to U.S. federal income or, subject to the discussion below under the headings “Information Reporting and Backup Withholding” and “Foreign Account Tax Compliance,” withholding tax on any gain realized upon the sale or other disposition of our common stock unless:

• the gain is effectively connected with a trade or business carried on by the non-U.S. holder within the United States and, if required by an applicable income tax treaty, is attributable to a U.S. permanent establishment of the non-U.S. holder;

• the non-U.S. holder is an individual and is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are satisfied; or

• we are or have been a U.S. real property holding corporation (a “USRPHC”) for U.S. federal income tax purposes at any time within the shorter of the five-year period ending on the date of the disposition and the non-U.S. holder’s holding period and certain other conditions are satisfied. We believe that we currently are not and we do not anticipate becoming, a USRPHC.

Gain that is effectively connected with the conduct of a trade or business in the United States generally will be subject to U.S. federal income tax, net of certain deductions, at regular U.S. federal income tax rates. If the non-U.S. holder is a foreign corporation, the branch profits tax described above also may apply to such effectively connected gain. An individual non-U.S. holder who is subject to U.S. federal income tax because the non-U.S. holder was present in the United States for 183 days or more during the year of sale or other disposition

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of our common stock will generally be subject to a flat 30% tax on the gain derived from such sale or other disposition, which may be offset by U.S. source capital losses, provided the Non-U.S. Holder has timely filed U.S. federal income tax returns with respect to such losses.

Information Reporting and Backup Withholding

We must report annually to the Internal Revenue Service and to each non-U.S. holder the amount of dividends paid to and the tax withheld with respect to, each non-U.S. holder. These reporting requirements apply regardless of whether withholding was reduced or eliminated by an applicable tax treaty. Copies of this information also may be made available under the provisions of a specific treaty or agreement with the tax authorities in the country in which the non-U.S. holder resides or is established.

U.S. backup withholding tax (currently, at a rate of 28%) is imposed on certain payments to persons that fail to furnish the information required under the U.S. information reporting rules. Dividends paid to a non-U.S. holder generally will be exempt from backup withholding if the non-U.S. holder provides a properly executed IRS Form W-8BEN or W-8BEN-E, or otherwise establishes an exemption.

Under U.S. Treasury regulations, the payment of proceeds from the disposition of our common stock by a non-U.S. holder effected at a U.S. office of a broker generally will be subject to information reporting and backup withholding, unless the beneficial owner, under penalties of perjury, certifies, among other things, its status as a non-U.S. holder or otherwise establishes an exemption. The payment of proceeds from the disposition of our common stock by a non-U.S. holder effected at a non-U.S. office of a broker generally will not be subject to backup withholding and information reporting, except in the case of proceeds from a disposition of our common stock by a non-U.S. holder effected at a non-U.S. office of a broker that is:

• a U.S. person;

• a “controlled foreign corporation” for U.S. federal income tax purposes;

• a foreign person 50% or more of whose gross income from certain periods is effectively connected with a U.S. trade or business; or

• a foreign partnership if at any time during its tax year (a) one or more of its partners are U.S. persons who, in the aggregate, hold more than 50% of the income or capital interests of the partnership, or (b) the foreign partnership is engaged in a U.S. trade or business.

Information reporting will apply unless the broker has documentary evidence in its files that the owner is a non-U.S. holder and certain other conditions are satisfied, or the beneficial owner otherwise establishes an exemption (and the broker has no knowledge or reason to know to the contrary). Backup withholding will apply if the sale is subject to information reporting and the broker has actual knowledge that the owner is a U.S. person.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to a non-U.S. holder generally can be refunded or credited against the non-U.S. holder’s U.S. federal income tax liability, if any, provided that the required information is furnished to the Internal Revenue Service in a timely manner. Non-U.S. holders should consult their tax advisors regarding the application of the information reporting and backup withholding rules to them.

Foreign Account Tax Compliance

Under Sections 1471 through 1474 of the Code and the Treasury regulations and administrative guidance promulgated thereunder (collectively, “FATCA”), a U.S. federal withholding tax of 30% generally is imposed on any dividends paid on our common stock and a U.S. federal withholding tax of 30% generally will be

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imposed on gross proceeds from the disposition of our common stock (beginning January 1, 2019) paid to (i) a “foreign financial institution” (as specifically defined under FATCA) unless such institution enters into an agreement with the U.S. tax authorities to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) and (ii) certain other foreign entities unless such entity provides the withholding agent with a certification identifying its direct and indirect “substantial U.S. owners” (as defined under FATCA) or, alternatively, provides a certification that no such owners exist and, in either case, complies with certain other requirements. The withholding tax described above will not apply if the foreign financial institution or non-financial foreign entity otherwise qualifies for an exemption from the rules and properly certifies its exempt status to a withholding agent or is deemed to be in compliance with FATCA. Application of FATCA tax does not depend on whether the payment otherwise would be exempt from U.S. federal withholding tax under the other exemptions described above. Under certain circumstances, a non-U.S. holder might be eligible for refunds or credits of such taxes. Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Prospective non-U.S. holders should consult with their tax advisors regarding the possible implications of FATCA on their investment in our common stock.

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UNDERWRITING

We are offering the shares of common stock described in this prospectus through a number of underwriters. J.P. Morgan Securities LLC and Citigroup Global Markets Inc. are acting as representatives of the underwriters. We have entered into an underwriting agreement with the underwriters. Subject to the terms and conditions of the underwriting agreement, we have agreed to sell to the underwriters and each underwriter has severally agreed to purchase, at the public offering price less the underwriting discounts and commissions set forth on the cover page of this prospectus, the number of shares of common stock listed next to its name in the following table:

Name	Number of Shares
J.P. Morgan Securities LLC
Citigroup Global Markets Inc.
Barclays Capital Inc.
RBC Capital Markets, LLC
Total

The underwriters are committed to purchase all the shares of common stock offered by us if they purchase any shares. The underwriting agreement also provides that if an underwriter defaults, the purchase commitments of non-defaulting underwriters may also be increased or this Offering may be terminated.

The underwriters propose to offer the shares of common stock directly to the public at the initial public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $         per share. After the initial offering of the shares to the public, the offering price and other selling terms may be changed by the underwriters. Sales of shares made outside of the United States may be made by affiliates of the underwriters.

The underwriters have an option to buy up to             additional shares of common stock from us to cover sales of shares by the underwriters which exceed the number of shares specified in the table above. The underwriters have 30 days from the date of this prospectus to exercise this option to purchase additional shares. If any shares are purchased with this option to purchase additional shares, the underwriters will purchase shares in approximately the same proportion as shown in the table above. If any additional shares of common stock are purchased, the underwriters will offer the additional shares on the same terms as those on which the shares are being offered.

The underwriting fee is equal to the public offering price per share of common stock less the amount paid by the underwriters to us per share of common stock. The underwriting fee is $         per share. The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters assuming both no exercise and full exercise of the underwriters’ option to purchase additional shares.

	Without option to purchase additional shares exercise	With full option to purchase additional shares exercise
Per Share	$	$
Total	$	$

We estimate that the total expenses of this Offering, including registration, filing and listing fees, printing fees and legal and accounting expenses, but excluding the underwriting discounts and commissions, will be approximately $            .

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The underwriters have agreed to reimburse us for certain expenses incurred by us in connection with this Offering upon closing of this Offering.

A prospectus in electronic format may be made available on the web sites maintained by one or more underwriters, or selling group members, if any, participating in this Offering. The underwriters 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 representatives to underwriters and selling group members that may make Internet distributions on the same basis as other allocations.

We have agreed that we will not (i) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise dispose of, directly or indirectly, or file with the SEC a registration statement under the Securities Act relating to, any shares of our common stock or securities convertible into or exchangeable or exercisable for any shares of our common stock, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing, or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership of any shares of common stock or any such other securities (regardless of whether any of these transactions are to be settled by the delivery of shares of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc. for a period of         days after the date of this prospectus, other than the shares of our common stock to be sold hereunder and any shares of our common stock issued upon the exercise of options granted under our existing management incentive plans.

Our directors and executive officers and certain of our shareholders have entered into lock-up agreements with the underwriters prior to the commencement of this Offering pursuant to which each of these persons or entities, with limited exceptions, for a period of         days after the date of this prospectus, may not, without the prior written consent of J.P. Morgan Securities LLC and Citigroup Global Markets Inc., (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock (including, without limitation, common stock or such other securities which may be deemed to be beneficially owned by such directors, executive officers, managers and members in accordance with the rules and regulations of the SEC and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the common stock or such other securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common stock or such other securities, in cash or otherwise, or (3) make any demand for or exercise any right with respect to the registration of any shares of our common stock or any security convertible into or exercisable or exchangeable for our common stock.

We have agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act of 1933.

We will apply to have our common stock approved for listing/quotation on the NASDAQ under the symbol “PSDO.”

In connection with this Offering, the underwriters may engage in stabilizing transactions, which involves making bids for, purchasing and selling shares of common stock in the open market for the purpose of preventing or retarding a decline in the market price of the common stock while this Offering is in progress. These stabilizing transactions may include making short sales of the common stock, which involves the sale by the underwriters of a greater number of shares of common stock than they are required to purchase in this Offering and purchasing shares of common stock on the open market to cover positions created by short sales. Short sales may be “covered” shorts, which are short positions in an amount not greater than the underwriters’ option to purchase additional shares referred to above, or may be “naked” shorts, which are short positions in

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excess of that amount. The underwriters may close out any covered short position either by exercising their option to purchase additional shares, in whole or in part, or by purchasing shares in the open market. In making this determination, the underwriters will consider, among other things, the price of shares available for purchase in the open market compared to the price at which the underwriters may purchase shares through the option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the price of the common stock in the open market that could adversely affect investors who purchase in this Offering. To the extent that the underwriters create a naked short position, they will purchase shares in the open market to cover the position.

These activities may have the effect of raising or maintaining the market price of the common stock or preventing or retarding a decline in the market price of the common stock and, as a result, the price of the common stock may be higher than the price that otherwise might exist in the open market. If the underwriters commence these activities, they may discontinue them at any time. The underwriters may carry out these transactions on the NASDAQ, in the over-the-counter market or otherwise.

Prior to this Offering, there has been no public market for our common stock. The initial public offering price will be determined by negotiations between us and the representatives of the underwriters. In determining the initial public offering price, we and the representatives of the underwriters expect to consider a number of factors including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this Offering;

• the recent market prices of and demand for, publicly traded common stock of generally comparable companies; and

• other factors deemed relevant by the underwriters and us.

Neither we nor the underwriters can assure investors that an active trading market will develop for our shares of common stock, or that the shares will trade in the public market at or above the initial public offering price.

Other than in the United States, no action has been taken by us or the underwriters that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to this Offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

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Notice to Prospective Investors in Canada

The shares may be sold only to purchasers purchasing, or deemed to be purchasing, as principal, that are accredited investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario) and are permitted clients, as defined in National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the shares must be made in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.

Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment thereto) 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 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.

Pursuant to section 3A.3 of National Instrument 33-105 Underwriting Conflicts (“NI 33-105”), the underwriters are not required to comply with the disclosure requirements of NI 33-105 regarding underwriter conflicts of interest in connection with this Offering.

Notice to Prospective Investors in the European Economic Area

In relation to each Member State of the European Economic Area (each, a “Relevant Member State”), no offer of shares may be made to the public in that Relevant Member State other than:

A. to any legal entity which is a qualified investor as defined in the Prospectus Directive;

B. to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus Directive, subject to obtaining the prior consent of the representatives; or

C. in any other circumstances falling within Article 3(2) of the Prospectus Directive,

provided that no such offer of shares shall require the Company or the representatives to publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive.

Each person in a Relevant Member State who initially acquires any shares or to whom any offer is made will be deemed to have represented, acknowledged and agreed that it is a “qualified investor” within the meaning of the law in that Relevant Member State implementing Article 2(1)(e) of the Prospectus Directive. In the case of any shares being offered to a financial intermediary as that term is used in Article 3(2) of the Prospectus Directive, each such financial intermediary will be deemed to have represented, acknowledged and agreed that the shares acquired by it in the offer have not been acquired on a non-discretionary basis on behalf of, nor have they been acquired with a view to their offer or resale to, persons in circumstances which may give rise to an offer of any shares to the public other than their offer or resale in a Relevant Member State to qualified investors as so defined or in circumstances in which the prior consent of the representatives has been obtained to each such proposed offer or resale.

The Company, the representatives and their affiliates will rely upon the truth and accuracy of the foregoing representations, acknowledgements and agreements.

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This prospectus has been prepared on the basis that any offer of shares in any Relevant Member State will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of shares. Accordingly any person making or intending to make an offer in that Relevant Member State of shares which are the subject of this Offering contemplated in this prospectus may only do so in circumstances in which no obligation arises for the Company or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus Directive in relation to such offer. Neither the Company nor the underwriters have authorized, nor do they authorize, the making of any offer of shares in circumstances in which an obligation arises for the Company or the underwriters to publish a prospectus for such offer.

For the purpose of the above provisions, the expression “an offer to the public” in relation to any shares 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 shares to be offered so as to enable an investor to decide to purchase or subscribe the shares, as the same may be varied in the Relevant Member State by any measure implementing the Prospectus Directive in the Relevant Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member States) and includes any relevant implementing measure in the Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

Notice to Prospective Investors in the United Kingdom

In addition, in the United Kingdom, this document is being distributed only to and is directed only at and any offer subsequently made may only be directed at persons who are “qualified investors” (as defined in the Prospectus Directive) (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”) and/or (ii) who are high net worth companies (or persons to whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “relevant persons”).

Any person in the United Kingdom that is not a relevant person should not act or rely on the information included in this document or use it as basis for taking any action. In the United Kingdom, any investment or investment activity that this document relates to may be made or taken exclusively by relevant persons. Any person in the United Kingdom that is not a relevant person should not act or rely on this document or any of its contents.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This document does not constitute a prospectus within the meaning of and has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or this Offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to this Offering, the Company, the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA) and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (“CISA”). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of shares.

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Notice to Prospective Investors in France

Neither this prospectus nor any other offering material relating to the shares described in this prospectus has been submitted to the clearance procedures of the Autorité des Marchés Financiers or of the competent authority of another member state of the European Economic Area and notified to the Autorité des Marchés Financiers. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, to the public in France. Neither this prospectus nor any other offering material relating to the shares has been or will be:

• released, issued, distributed or caused to be released, issued or distributed to the public in France; or

• used in connection with any offer for subscription or sale of the shares to the public in France.

Such offers, sales and distributions will be made in France only:

• to qualified investors (investisseurs qualifiés) and/or to a restricted circle of investors (cercle restreint d’investisseurs), in each case investing for their own account, all as defined in and in accordance with articles L.411-2, D.411-1, D.411-2, D.734-1, D.744-1, D.754-1 and D.764-1 of the French Code monétaire et financier;

• to investment services providers authorized to engage in portfolio management on behalf of third parties; or

• in a transaction that, in accordance with article L.411-2-II-1°-or-2°-or 3° of the French Code monétaire et financier and article 211-2 of the General Regulations (Règlement Général) of the Autorité des Marchés Financiers, does not constitute a public offer (appel public à l’épargne).

The shares may be resold directly or indirectly, only in compliance with articles L.411-1, L.411-2, L.412-1 and L.621-8 through L.621-8-3 of the French Code monétaire et financier.

Notice to Prospective Investors in Hong Kong

The shares may not be offered or sold in Hong Kong by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap. 32, Laws of Hong Kong) and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case 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 in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside of Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Notice to Prospective Investors in Japan

The shares offered in this prospectus have not been and will not be registered under the Financial Instruments and Exchange Law of Japan. The shares have not been offered or sold and will not be offered or sold, directly or indirectly, in Japan or to or for the account of any resident of Japan (including any corporation or other entity organized under the laws of Japan), except (i) pursuant to an exemption from the registration requirements of the Financial Instruments and Exchange Law and (ii) in compliance with any other applicable requirements of Japanese law.

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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, in each case subject to compliance with conditions set forth in the SFA.

Where the shares are subscribed or purchased under Section 275 of the SFA by a relevant person that is:

• 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

• 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,

shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest (howsoever described) in that trust shall not be transferred within six months after that corporation or that trust has acquired the shares pursuant to an offer made under Section 275 of the SFA except:

• to an institutional investor (for corporations, under Section 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares, debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

• where no consideration is or will be given for the transfer; or

• where the transfer is by operation of law.

Other Relationships

Certain of the underwriters and their affiliates have provided in the past to us and our affiliates and may provide from time to time in the future certain commercial banking, financial advisory, investment banking and other services for us and such affiliates in the ordinary course of their business, for which they have received and may continue to receive customary fees and commissions. Affiliates of Citigroup Global Markets Inc. and Barclays Capital Inc. are lenders under our revolving credit facility, and Citigroup Global Markets Inc., Barclays Capital Inc. and RBC Capital Markets, LLC were initial purchasers of the Notes. In addition, from time to time, certain of the underwriters and their affiliates may effect transactions for their own account or the account of customers and hold on behalf of themselves or their customers, long or short positions in our debt or equity securities or loans and may do so in the future.

193

LEGAL MATTERS

Wachtell, Lipton, Rosen & Katz, New York, New York, will pass upon for us the validity of the shares of our common stock offered hereby. The underwriters have been represented by Latham & Watkins LLP, New York, New York.

EXPERTS

The consolidated financial statements of Presidio, Inc. as of June 30, 2016 and 2015 and for the year ended June 30, 2016 (Successor) and for the periods from November 20, 2014 to June 30, 2015 (Successor) and July 1, 2014 to February 1, 2015 (Predecessor) and for the year ended June 30, 2014 (Predecessor) have been audited by RSM US LLP, an independent public accounting firm, as stated in its report appearing herein and are included in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

Certain statistical and market data contained herein have been derived from and included herein in reliance upon, the market research report prepared by Gartner, Inc., an independent provider of research and analysis on the global IT industry, commissioned by the Company and issued on May 10, 2016 and upon the authority of said firm as experts with respect to the matters covered by its report.

None of the experts named above own any registered or beneficial interest, direct or indirect, in any securities or other property of the Company or any of our associates or affiliates.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act relating to the common stock that includes important business and financial information about us that is not included in or delivered with this prospectus. If we have made references in this prospectus to any contracts, agreements or other documents and also filed any of those contracts, agreements or other documents as exhibits to the registration statement, you should read the relevant exhibit for a more complete understanding of the document or the matter involved. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers that file with the SEC. The website address is http://www.sec.gov/edgar.shtml.

You may obtain copies of the information and documents incorporated by reference in this prospectus at no charge by writing or telephoning us at the following address or telephone number:

Presidio, Inc. One Penn Plaza, Suite 2832 New York, New York 10119 (212) 652-5700 Attention: Investor Relations

We also maintain a website at http://www.Presidio.com. We will, as soon as reasonably practicable after the electronic filing of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports (if applicable), make available such reports free of charge on our website. Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus or the registration statement of which this prospectus forms a part and you should not rely on any such information in making your decision whether to purchase our securities.

194

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Audited Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets – As of June 30, 2016 and June  30, 2015	F-3
Consolidated Statements of Operations – For the fiscal year ended June 30, 2016 (Successor) and for the periods from November 20, 2014 to June 30, 2015 (Successor) and July 1, 2014 to February 1, 2015 (Predecessor) and for the fiscal year ended June 30, 2014 (Predecessor)	F-4
Consolidated Statements of Cash Flows – For the fiscal year ended June 30, 2016 (Successor) and for the periods from November 20, 2014 to June 30, 2015 (Successor) and July 1, 2014 to February 1, 2015 (Predecessor) and for the fiscal year ended June 30, 2014 (Predecessor)	F-5
Consolidated Statements of Stockholders’ Equity – For the fiscal year ended June 30, 2016 (Successor) and for the periods from November 20, 2014 to June 30, 2015 (Successor) and July 1, 2014 to February 1, 2015 (Predecessor) and for the fiscal year ended June 30, 2014 (Predecessor)	F-7
Notes to the Consolidated Financial Statements	F-8
Schedule I – Parent Company Financial Information	F-57
Schedule II – Valuation and Qualifying Accounts	F-62
Unaudited Interim Consolidated Financial Statements
Consolidated Balance Sheets – As of September  30, 2016 and June 30, 2016	F-63
Consolidated Statements of Operations – For the three months ended September 30, 2016 and 2015	F-64
Consolidated Statements of Cash Flows – For the three months ended September 30, 2016 and 2015	F-65
Consolidated Statements of Stockholders’ Equity – For the periods ending September 30, 2016 and 2015 and for the periods ending June 30, 2016 and 2015	F-66
Notes to the Consolidated Financial Statements	F-67

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

Presidio, Inc.

We have audited the accompanying consolidated balance sheets of Presidio, Inc. and subsidiaries (the Company) as of June 30, 2016 and 2015, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended June 30, 2016 (Successor), the period from November 20, 2014 through June 30, 2015 (Successor), the period from July 1, 2014 through February 1, 2015 (Predecessor) and the year ended June 30, 2014 (Predecessor). Our audits also included the accompanying financial statement schedules of Presidio, Inc. These financial statements and financial statement schedules are (Schedule I and Schedule II) the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements and financial statement schedules 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. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Presidio, Inc. and subsidiaries as of June 30, 2016 and 2015, and the results of their operations and their cash flows for the year ended June 30, 2016 (Successor), the period from November 20, 2014 through June 30, 2015 (Successor), the period from July 1, 2014 through February 1, 2015 (Predecessor), and the year ended June 30, 2014 (Predecessor), in conformity with U.S generally accepted accounting principles. Also, in our opinion, the related financial statement schedules, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ RSM US LLP

McLean, Virginia

September 26, 2016

F-2

Presidio, Inc.

Consolidated Balance Sheets

(in millions, except share data)

	As of June 30, 2015			As of June 30, 2016
Assets
Current Assets
Cash and cash equivalents	$	88.3		$	33.0
Accounts receivable, net		439.7			503.0
Unbilled accounts receivable, net		99.1			135.7
Financing receivables, current portion		69.1			83.1
Inventory		42.3			48.3
Prepaid expenses and other current assets		72.8			68.2
Deferred income tax assets		18.3			—
Total current assets		829.6			871.3
Property and equipment, net		29.5			32.9
Equipment under operating leases, net		3.5			2.9
Financing receivables, less current portion		99.0			102.0
Goodwill		662.5			781.5
Identifiable intangible assets, net		811.1			825.5
Other assets		9.2			7.0
Total assets	$	2,444.4		$	2,623.1
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt	$	5.8		$	7.4
Accounts payable – trade		360.4			382.3
Accounts payable – floor plan		161.9			223.3
Accrued expenses and other current liabilities		162.8			167.1
Discounted financing receivables, current portion		65.9			75.3
Total current liabilities		756.8			855.4
Long-term debt, net of debt issuance costs and current maturities		927.9			1,030.6
Discounted financing receivables, less current portion		91.1			87.1
Deferred income tax liabilities		325.9			288.0
Other liabilities		6.9			15.1
Total liabilities		2,108.6			2,276.2
Commitments and contingencies (Note 13)
Stockholders’ Equity
Preferred stock; $0.01 par value; 100 shares authorized, zero shares issued and outstanding at June 30, 2016 and June 30, 2015		—			—
Common stock; $0.01 par value; 100,000,000 shares authorized, 35,961,418 shares issued and outstanding at June 30, 2016; $0.01 par value; 100,000,000 shares authorized, 35,245,974 shares issued and outstanding at June 30, 2015		0.4			0.4
Additional paid-in capital		359.7			374.2
Accumulated deficit		(24.3	)		(27.7	)
Total stockholders’ equity		335.8			346.9
Total liabilities and stockholders’ equity	$	2,444.4		$	2,623.1

See Notes to the Consolidated Financial Statements.

F-3

Presidio, Inc.

Consolidated Statements of Operations

(in millions, except share data)

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Revenue
Product	$	1,945.0		$	1,201.4		$	848.0		$	2,319.8
Service		321.0			191.4			137.5			395.1
Total revenue		2,266.0			1,392.8			985.5			2,714.9
Cost of revenue
Product		1,561.1			952.9			679.9			1,866.5
Service		250.9			150.6			108.6			307.8
Total cost of revenue		1,812.0			1,103.5			788.5			2,174.3
Gross margin		454.0			289.3			197.0			540.6
Operating expenses
Selling expenses		211.1			137.6			94.4			248.2
General and administrative expenses		90.7			59.9			40.5			96.9
Transaction costs		14.8			42.6			21.3			20.6
Depreciation and amortization		45.9			22.4			30.2			76.0
Total operating expenses		362.5			262.5			186.4			441.7
Operating income		91.5			26.8			10.6			98.9
Interest and other (income) expense
Interest expense		34.3			21.4			46.7			81.9
Gain on interest rate swap agreements		(2.2	)		—			—			—
Loss on disposal of business		—			—			—			6.8
Loss on extinguishment of debt		2.7			7.5			0.7			9.7
Other (income) expense, net		(0.2	)		(0.2	)		0.1			0.1
Total interest and other (income) expense		34.6			28.7			47.5			98.5
Income (loss) before income taxes		56.9			(1.9	)		(36.9	)		0.4
Income tax expense (benefit)		24.4			3.2			(12.6	)		3.8
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)
Earnings (loss) per share:
Basic	$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)
Diluted	$	0.06		$	(0.01	)	$	(0.69	)	$	(0.10	)

See Notes to the Consolidated Financial Statements.

F-4

Presidio, Inc.

Consolidated Statements of Cash Flows

(in millions)

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Cash flows from operating activities:
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Amortization of intangible assets		38.3			18.3			26.4			67.2
Depreciation of property and equipment in operating expenses		7.6			4.1			3.8			8.8
Depreciation of property and equipment in cost of revenue		4.7			2.5			1.9			5.7
Provision for sales returns and credit losses		3.1			1.1			0.2			1.5
Amortization of debt issuance costs		4.4			2.4			2.7			7.6
Gain on interest rate swap agreement		(2.2	)		—			—			—
Loss on disposal of business		—			—			—			6.8
Loss on extinguishment of debt		2.7			7.5			0.5			9.2
Noncash lease income		(6.5	)		(5.9	)		(2.0	)		(5.0	)
Share-based compensation expense		5.5			20.1			1.0			2.2
Deferred income tax expense (benefit)		(11.7	)		3.5			(13.0	)		(19.6	)
Excess tax benefits on share-based compensation		(0.1	)		(7.5	)		—			—
Other		1.9			0.3			0.4			—
Change in assets and liabilities, net of acquisitions and dispositions:
Unbilled and accounts receivable		(47.7	)		(40.5	)		6.4			(37.6	)
Inventory		(0.8	)		8.7			(13.0	)		(4.5	)
Prepaid expenses and other assets		(16.9	)		(12.0	)		10.3			13.5
Accounts payable – trade		6.2			56.4			(13.9	)		21.7
Accrued expenses and other liabilities		32.3			20.6			10.8			11.5
Net cash provided by (used in) operating activities		53.3			74.5			(1.8	)		85.6
Cash flows from investing activities:
Acquisitions of businesses, net of cash and cash equivalents acquired		—			—			(645.8	)		(251.3	)
Proceeds from disposition of business		—			—			—			36.3
Additions of equipment under sales-type and direct financing leases		(70.8	)		(76.0	)		(33.6	)		(95.4	)
Proceeds from collection of financing receivables		6.9			14.0			5.8			6.5
Additions to equipment under operating leases		(2.7	)		(1.3	)		(0.2	)		(2.7	)
Proceeds from disposition of equipment under operating leases		1.5			0.6			0.3			1.0
Purchases of property and equipment		(9.3	)		(8.6	)		(5.4	)		(16.4	)
Net cash used in investing activities		(74.4	)		(71.3	)		(678.9	)		(322.0	)

F-5

Presidio, Inc.

Consolidated Statements of Cash Flows (Continued)

(in millions)

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1,         2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Cash flows from financing activities:
Proceeds from the issuance of common stock		0.1			—			337.8			—
Repurchases of common stock		—			—			—			(0.1	)
Repayments of note payable to former shareholder		(3.0	)		—			—			—
Dividends		(258.7	)		—			—			—
Payments of future consideration on acquisitions		(4.3	)		(5.6	)		—			(10.3	)
Excess tax benefits on share-based compensation		0.1			7.5			—			—
Deferred financing costs		(0.4	)		—			(27.1	)		(1.2	)
Proceeds from the discounting of financing receivables		74.5			65.6			44.6			86.4
Retirements of discounted financing receivables		(6.8	)		(3.2	)		(4.3	)		(4.2	)
Net (repayments) borrowings on the Receivables Securitization Facility		(44.2	)		40.0			(40.0	)		5.0
Borrowings of senior and subordinated notes		—			—			400.0			—
Repayments of senior and subordinated notes		—			—			—			(65.8	)
Borrowings of term loans, net of original issue discount		646.9			—			582.0			306.6
Repayments of term loans		(403.7	)		(80.0	)		(574.8	)		(156.2	)
Net borrowings (repayments) on floor plan facility		20.5			(29.0	)		50.8			20.9
Net cash provided by (used in) financing activities		21.0			(4.7	)		769.0			181.1
Net increase (decrease) in cash and cash equivalents		(0.1	)		(1.5	)		88.3			(55.3	)
Cash and cash equivalents:
Beginning of the period		8.6			8.5			—			88.3
End of the period	$	8.5		$	7.0		$	88.3		$	33.0
Supplemental disclosures of cash flow information
Cash paid (received) during the period for:
Interest	$	27.5		$	24.7		$	26.1		$	74.0
Income taxes, net of refunds	$	26.1		$	14.6		$	(6.4	)	$	23.7
Reduction of discounted lease assets and liabilities	$	53.1		$	40.1		$	26.1		$	82.8

See Notes to the Consolidated Financial Statements.

F-6

Presidio, Inc.

Consolidated Statements of Stockholders’ Equity

(in millions, except share data)

	Preferred stock				Common stock					Additional paid-in capital			Accumulated earnings (deficit)			Total
Predecessor	Shares		Amount		Shares			Amount
Balance, June 30, 2013		—	$	—		561,493,999		$	5.6	$	276.3		$	34.9		$	316.8
Common stock issued for share-based awards		—		—		390,476			—		0.1			—			0.1
Net income		—		—		—			—		—			32.5			32.5
Dividends		—		—		—			—		(198.3	)		(60.4	)		(258.7	)
Excess tax benefits on share-based awards		—		—		—			—		0.1			—			0.1
Share-based compensation expense		—		—		—			—		5.7			—			5.7
Balance, June 30, 2014		—		—		561,884,475			5.6		83.9			7.0			96.5
Common stock issued for share-based awards		—		—		53,757			—		—			—			—
Net loss		—		—		—			—		—			(5.1	)		(5.1	)
Excess tax benefits on share-based awards		—		—		—			—		7.5			—			7.5
Share-based compensation expense		—		—		—			—		17.3			—			17.3
Balance, February 1, 2015		—	$	—		561,938,232		$	5.6	$	108.7		$	1.9		$	116.2
Successor
Balance, November 20, 2014		—	$	—		—		$	—	$	—		$	—		$	—
Common stock issued for cash		—		—		33,780,000			0.3		337.5			—			337.8
Common stock issued for acquisitions		—		—		1,465,974			0.1		21.2			—			21.3
Net loss		—		—		—			—		—			(24.3	)		(24.3	)
Share-based compensation expense		—		—		—			—		1.0			—			1.0
Balance, June 30, 2015		—		—		35,245,974			0.4		359.7			(24.3	)		335.8
Common stock issued for share-based awards		—		—		11,928			—		—			—			—
Common stock issued for acquisitions		—		—		708,516			—		12.4			—			12.4
Repurchase of common stock		—		—		(5,000	)		—		(0.1	)		—			(0.1	)
Net loss		—		—		—			—		—			(3.4	)		(3.4	)
Share-based compensation expense		—		—		—			—		2.2			—			2.2
Balance, June 30, 2016		—	$	—		35,961,418		$	0.4	$	374.2		$	(27.7	)	$	346.9

See Notes to the Consolidated Financial Statements.

F-7

Presidio, Inc.

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Accounting Policies

Description of the Company

Presidio, Inc., formerly named Aegis Holdings, Inc. (“Aegis”), is a Delaware corporation that was incorporated on November 20, 2014 by certain investment funds affiliated with or managed by Apollo Global Management, LLC and its subsidiaries, including Apollo Investment Fund VIII, L.P., along with their parallel investment funds (the “Apollo Funds”) to complete the acquisition of Presidio Holdings Inc. (“Presidio Holdings”). Presidio Holdings is a holding company for its wholly owned subsidiary, Presidio LLC, and its operating subsidiaries, which are described below. Prior to its acquisition of Presidio Holdings on February 2, 2015 (the “Presidio Acquisition” as discussed in Note 2), Presidio, Inc. had no operations or activity other than acquisition related costs. Subsequent to the Presidio Acquisition, Presidio, Inc. became the holding company and derives all of its operating income and cash flows from Presidio Holdings and its subsidiaries. For periods as of or ended prior to February 2, 2015, references to the “Company,” “we” or “our” refer to Presidio Holdings and its subsidiaries and for periods as of or ended subsequent to February 2, 2015 these references refer to Presidio, Inc. and its subsidiaries.

Nature of Business

The Company, through its operating subsidiaries, is a leading provider of comprehensive information technology (“IT”) solutions in North America. The Company offers consulting, IT design and optimization and IT-as-a-service solutions to its customers. The Company’s revenue from solutions consists of the resale of hardware and related software and third-party maintenance agreements, which is reported as product revenue, and the sale of professional, cloud and managed services, which is reported as service revenue. The Company implements IT solutions for its customers on a national and international basis, although the Company’s principal markets are located in the continental United States. For the periods presented, the Company operated primarily through two indirect, wholly owned subsidiaries of Presidio LLC:

• Presidio Networked Solutions LLC (“PNS”), a leading provider of life-cycle based IT solutions and services. The PNS business includes the operations of Presidio Networked Solutions Group LLC (“PNSG”), Presidio Infrastructure Solutions LLC (“PIS”) and Presidio Technology Capital, LLC (“PTC”), an IT infrastructure leasing company.

• Atlantix Global Systems, LLC (“Atlantix”), a leading remarketer of used and new IT infrastructure systems, providing customers with a full IT life-cycle management process.

As discussed in Note 3, on October 22, 2015, the Company sold the Atlantix business to a third party.

Presidio Holdings is a direct, wholly owned subsidiary of the Company that is a guarantor of certain indebtedness and a borrower of other indebtedness as described in Note 11. The Company also has an indirect, wholly owned, non-operating subsidiary, Presidio Capital Funding LLC (“PCF”), which is utilized for the Receivables Securitization Facility described in Note 11.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”). All financial information presented in the financial statements and notes herein is presented in millions except for share and per share information and percentages.

In conjunction with the Presidio Acquisition on February 2, 2015 by the Apollo Funds, the Company has applied the acquisition method of accounting, which created a new basis of accounting as of that date. The Company’s financial results with periods ending prior to February 2, 2015 have been termed the predecessor

F-8

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

entity (“Predecessor”), while the financial results with periods ending subsequent to February 2, 2015 have been termed the successor entity (“Successor”).

As a result of applying the acquisition method of accounting on February 2, 2015, the Predecessor and Successor entities have different bases of accounting and, as a result, these periods are not comparable to one another. The significant differences in the consolidated statements of operations and cash flows include depreciation and amortization of certain tangible and intangible assets recorded at fair value as of February 2, 2015, along with certain transaction expenses related to the Presidio Acquisition and interest expense associated with debt. The significant differences in the consolidated balance sheet include fair value adjustments to certain assets and liabilities made as of February 2, 2015, and adjustments to debt and equity associated with the post-acquisition capital structure.

In management’s opinion, all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for the periods shown have been made. With the exception of acquisition related accounting, all other adjustments are of a normal recurring nature.

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of the Successor or Predecessor, as applicable, and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Estimates are used when accounting for items and matters including, but not limited to, revenue recognition, asset residual values, vendor rebates and consideration, goodwill, identifiable intangibles, measurement of income tax assets and liabilities and provisions for doubtful accounts, credit losses, inventory obsolescence and other contingencies. Actual results could differ from management’s estimates.

Significant Accounting Policies

A summary of the Company’s significant accounting policies is as follows:

Revenue Recognition

Revenue is primarily comprised of the sale of third-party products, software and maintenance and the sale of Company and third-party services. Revenue is recognized when all of the following criteria have been met:

• Persuasive evidence of an arrangement exists. Contracts and customer purchase orders are generally used to determine the existence of an arrangement.

• Delivery has occurred. Shipping documents and customer acceptance, when applicable, are used to verify delivery.

• The fee is fixed or determinable. The Company assesses whether the fee is fixed or determinable based on the payment terms associated with the transaction and whether the sales price is subject to refund or adjustment.

F-9

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

• Collectability is reasonably assured. The Company assesses collectability based primarily on the creditworthiness of the customer as determined by credit checks and analysis, as well as the customer’s payment history.

As a provider of third-party products, software, maintenance and services, the Company considers the principal versus agent accounting guidance to determine if the Company is the primary obligor in the arrangement and if revenue should be recognized gross or net of the associated costs. Applying the principal versus agent accounting guidance is a matter of judgment based on the consideration of several factors and indicators.

To meet its customers’ needs, the Company will enter into arrangements that may consist of a combination of deliverables including third-party hardware, third-party software and third-party support service contracts along with services delivered by the Company and/or third-parties. These types of arrangements may contain multiple revenue-generating activities or elements where delivery or performance may occur at different times or over different periods of time as discussed in the policies below. For arrangements that contain multiple elements, the total consideration of the arrangement is allocated to the deliverables which qualify as separate units of accounting. Generally, each of the above items qualifies as separate units of accounting since they provide stand-alone value to the customer and the delivery or performance of any undelivered items is considered probable and substantially in our control. The allocation of the arrangement consideration to the separate units of accounting is based on the relative selling price of each deliverable. The relative selling price is determined based on an assessment of the cost plus a reasonable margin. The identification of the deliverables, the separate units of accounting, the estimated selling prices and the allocation of the arrangement require management estimates and judgment.

Product Revenue

Revenue for hardware and software – Revenue from the sale of hardware and software products is generally recognized on a gross basis with the sales price to the customer recorded as revenue and the acquisition cost of the product recorded as cost of revenue, net of vendor rebates. Revenue is recognized when the title and risk of loss are passed to the customer. Hardware and software items can be delivered to customers in a variety of ways including as physical products shipped via drop-shipment by the vendor or supplier, shipped from our warehouse or via electronic delivery for software licenses. The Company maintains an estimate for sales returns and credit losses based on historical experience. The Company’s vendor partners provide warranties to our customers on equipment sold.

Revenue for maintenance contracts – Revenue from the sale of third-party maintenance contracts is recognized net of the related cost of revenue. In a third-party maintenance contract, all services are provided by third-party providers and as a result, the Company concluded that it is acting as an agent and recognizes revenue on a net basis at the date of sale with revenue being equal to the gross margin on the transaction. As the Company is under no obligation to perform additional services, revenue is recognized at the time of sale as opposed to over the life of the maintenance agreement.

Revenue from leasing arrangements – Revenue from information technology products leased to customers is based on the type of lease entered into with each customer. Each lease is classified as either a direct financing lease, sales-type lease or operating lease. If a lease meets one or more of the four criteria listed below and both the collectability of the minimum lease payments is reasonably predictable and there are no material uncertainties surrounding the amount of unreimbursable costs yet to be incurred, the lease is classified as either a sales-type or direct financing lease; otherwise, it is classified as an operating lease:

• the lease transfers ownership of the property to the lessee by the end of the lease term;

• the lease contains a bargain purchase option;

F-10

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

• the lease is equal to 75% or more of the estimated economic life of the leased property; or

• the present value at the beginning of the lease term of the minimum lease payments equals or exceeds 90% of the fair value of the leased property at the inception of the lease.

Interest earned on direct financing leases is recognized over the term of the lease using the effective interest method. Revenue on sales-type leases is recognized at the inception of the lease at the present value of the minimum lease payments using the discount rate implicit in the lease, with the earned interest being recognized over the term of the lease using the effective interest method. Minimum lease payments comprise the rental payments that the lessee is obligated to make, excluding contingent rentals and any guarantee by the lessee to pay executory costs. Revenue from operating leases is recognized ratably on a straight-line basis over the term of the lease agreement. Revenue from the sale of the residual asset at the end of a lease term is recognized at the date of sale.

The interest income from direct financing and sales-type leases and the revenue recognized from sales-type leases, operating leases and residual asset sales are presented as product revenue in the consolidated statements of operations.

For additional information on the accounting treatment of leases, see the Financing Receivables and Operating Leases policies described in this footnote below as well as Note 6.

Sales taxes – The Company records sales and use taxes collected from customers for remittance to governmental authorities on a net basis within the Company’s consolidated statements of operations.

Shipping and freight – Shipping and freight costs billed to customers are recognized within revenue with the related shipping and freight costs incurred by the Company recorded as a cost of revenue.

Service Revenue

Revenue for Services – Revenue from professional services and cloud services is recognized as the services are performed. For time and material service contracts revenue is recognized at the contractual hourly rates for the labor hours performed during the period. For fixed price service contracts revenue is recognized on a proportional performance basis. Milestone payments are recognized against the labor hours completed compared to the total estimated hours for the scope of work with contract and revenue accrued or deferred as appropriate. Revenue for managed services is recognized on a straight-line basis over the term of the arrangement. The Company may incur upfront costs associated with professional and managed services, including, but not limited to, purchasing maintenance arrangements and software licenses. These costs are initially deferred as prepaid expenses or other assets and expensed over the period that services are being provided.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of less than three months at the date of purchase to be cash equivalents. The Company’s cash management program utilizes zero balance accounts and overnight money market investments. The Company does not have any compensating balance requirements.

Accounts Receivable

Accounts receivable are carried at the original invoice amount less a provision for credit losses. Management determines the provision for credit losses by reviewing all outstanding amounts to identify troubled accounts, using historical experience applied to the aging of accounts, and considering current economic conditions that

F-11

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

may affect a customer’s ability to pay. Accounts receivable are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received.

Billed accounts receivable are generally due within 30 days of the date of the invoice and typically do not bear interest. Any interest income received on accounts receivable is recorded as received or when collectability is reasonably assured.

Unbilled Accounts Receivable

Unbilled accounts receivable represent the revenue that has been earned but not yet billed to the customer as of the balance sheet date, less a provision for credit losses. Unbilled accounts receivable typically are comprised of receivables for hardware and software products delivered but not yet invoiced as a result of bill in full provisions, maintenance contract sales that are being billed over the contract term to customers, and revenue on professional service contracts in which revenue has been recognized in accordance with a proportional performance method but invoicing milestones have not yet been achieved. Management determines the provision for credit losses by reviewing unbilled amounts to identify troubled accounts, using historical experience and considering economic conditions that may affect a customer’s ability to pay. Unbilled receivables are written off when deemed uncollectible.

Inventory

Inventory primarily consists of finished goods valued at the lower of cost or market, with cost determined on the first-in, first-out method (“FIFO”). The Company decreases the value of inventory for a lower of cost or market provision equal to the difference between the cost of inventory and the estimated market value, based upon an aging analysis of the inventory on hand, specifically known inventory-related risks, and assumptions about future demand and market conditions.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation, with the exception that property and equipment acquired in an acquisition are recorded at estimated fair value on the date of the acquisition. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Estimated useful lives of three to seven years are used for equipment, software and furniture and fixtures and 20 years for buildings. Depreciation and amortization of leasehold improvements are computed using the shorter of the estimated useful life or the remaining lease term.

Depreciation of certain equipment, software and other property utilized directly in product revenue generation is recorded in cost of product revenue in the Company’s consolidated statements of operations. Similarly, depreciation expense associated with equipment and software directly utilized in support of cloud and managed services contracts is included in cost of service revenue within the Company’s consolidated statements of operations. All other depreciation and amortization are recorded in depreciation and amortization within operating expenses in the Company’s consolidated statements of operations.

Debt Issuance Costs

Debt issuance costs arising from the Company’s borrowings and credit agreements are amortized using the effective interest rate method over the term of the related debt financing (see Note 11). Debt issuance costs associated with non-revolving credit facilities are presented on a net basis along with the associated debt obligation in the consolidated balance sheets. Debt issuance costs associated with revolving credit facilities are presented net of accumulated amortization within other assets in the consolidated balance sheets.

F-12

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Impairment of Long-lived Assets

The Company reviews its long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the asset or asset group to the future undiscounted net cash flows expected to be generated by that asset or asset group. If such asset(s) are considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset(s) exceeds their estimated fair value. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less cost to sell.

Identifiable Intangible Assets, Net

Finite-lived intangible assets such as customer relationships assets, developed technology, trade names and non-competes are amortized over their estimated useful lives, generally on a straight-line basis. Finite-lived intangible assets are reviewed for impairment or obsolescence whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability of intangible assets is measured by a comparison of the carrying amount of the asset to the future undiscounted net cash flows expected to be generated by that asset. If the asset is considered to be impaired, the impairment loss is measured as the amount by which the carrying amount of the asset exceeds the estimated fair value.

Goodwill and Other Indefinite-lived Intangibles

The Company records goodwill when the purchase price of a business acquisition exceeds the estimated fair value of net identified tangible and intangible assets acquired. Goodwill is assigned to a reporting unit on the acquisition date and assessed for impairment at least annually, or more frequently when events or changes in circumstances indicate that the fair value of a reporting unit has more likely than not declined below its carrying value. In accordance with ASC Topic 805, Business Combinations, if, at the time of issuance of any consolidated financial statements, the Company has not yet finalized the acquisition method of accounting and calculation of goodwill, the corresponding consolidated financial statements are prepared using provisional amounts. Upon finalizing the acquisition method of accounting, the Company applies any adjustments to the provisional amounts in the period in which the adjustments are determined.

The Company assesses goodwill for impairment at least annually on March 31 of each year for each reporting unit. The impairment assessment considers qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. In performing this qualitative assessment, the Company assesses relevant events and circumstances that may impact the fair value and the carrying amount of each reporting unit. Factors that are considered include, but are not limited to, the following: (i) macroeconomic conditions; (ii) industry and market conditions; (iii) overall financial performance and expected financial performance; (iv) other entity specific events, such as changes in management or key personnel; and (v) events affecting the Company’s reporting units, such as a change in the composition of net assets or any expected dispositions.

If after assessing the qualitative factors the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a two-step impairment test. The first step compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, the second step compares the implied fair value of the reporting unit goodwill with the carrying amount of that goodwill to determine the amount of impairment loss. The fair value of a reporting unit is determined by using a combination of a discounted cash flow approach and a market approach. The significant estimates and assumptions utilized in the fair value estimate include revenue and margin projections, working capital requirements, capital expenditures, terminal growth rates, discount rates and the selection of peer company multiples.

F-13

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Similar to goodwill, indefinite-lived intangible assets other than goodwill are assessed annually on March 31, or more frequently if indicated, for impairment. The impairment assessment first considers qualitative factors to determine whether events and circumstances indicate that it is more likely than not that an indefinite-lived intangible asset is impaired, including, but not limited to, the following: (i) the performance of the underlying business related to each trade name; (ii) the use of the trade names to market to customers and transact with vendors; and (iii) the expectation that the trade names will continue to be used going forward. If after assessing the qualitative factors the Company determines that it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value, then the Company will write down the value of the intangible asset to its fair value. The fair value of an indefinite-lived intangible asset is determined using the relief from royalty method. The significant estimates and assumptions utilized in the fair value estimates include revenue projections, the royalty rate and the weighted average cost of capital.

See Note 8 for additional information about the accounting for goodwill and indefinite-lived intangible assets, including the results of the Company’s impairment assessments.

Financing Receivables and Operating Leases

The Company is a lessor of IT equipment to customers. The Company’s lease transactions are classified at the inception of the lease as either direct financing leases, sales-type leases or operating leases. At the inception of direct financing and sales-type leases, the net investment in leases is recorded, which consists of the minimum lease payments, the initial direct costs applicable for direct financing leases, the unguaranteed residual value of the leased asset and the unearned interest income.

The Company generally assigns the customer lease payments to a financial institution along with a first priority security interest in the leased equipment (“discounting”). These assignments do not qualify for sale accounting in accordance with ASC 860, Transfers and Servicing, and as such are not derecognized from the consolidated balance sheets and instead reported as collateralized borrowings. Accordingly, the related assets remain on the Company’s balance sheets and continue to be reported and accounted for as if the sale or assignment had not occurred. The majority of our assigned lease payments are on a nonrecourse basis with the financial institutions. At the time the lease is discounted, the Company receives a cash payment from the financial institution equal to the present value of the lease payments discounted at a fixed interest rate. A related liability is established equal to this cash payment received. The asset and liability are both decreased over the term of the lease as payments are received by the financial institution from the lessee. The typical term of our leases and the discounting arrangements is between two and five years.

Sales-type leases – At the inception of the lease, the present value of the non-cancelable rentals is recorded as product revenue. Equipment costs, less the present value of the estimated residual values, are recorded in cost of product revenue. The difference between the present value of the non-cancelable rentals and the minimum lease payments receivable and the difference between the present value of the estimated residual values and the future value of residuals are recorded as unearned income, which is amortized to product revenue over the lease term using the effective interest rate method.

Direct financing leases – At the inception of a lease, the difference between the cost of the equipment and the present value of the non-cancelable rentals is recorded as unearned income, which is amortized to product revenue over the lease term using an effective interest rate method.

Residual values – Residual values represent management’s estimates of the fair market or realizable values of equipment under leases at the maturity of the leases. Management reviews the residual values and they are

F-14

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

reduced as necessary to reflect any decrease in the estimated fair market or realizable values. Residual values are evaluated on a quarterly basis and any impairment, other than temporary, is recorded in the period in which the impairment is determined. The resulting reduction in the net investment in leases is recognized as a loss in the period in which the estimate is changed. No upward revision of residual value is made subsequent to the inception of the lease.

Operating leases – At the inception of a lease, the equipment assigned to the lease is recorded at cost as equipment under operating leases in the Company’s consolidated balance sheets and is depreciated on a straight-line basis over its useful life. Monthly payments from customers are recorded as part of product revenue, with the depreciation expense associated with the equipment recorded in cost of product revenue within the Company’s consolidated statements of operations.

Provision for Sales Returns and Credit Losses

A provision for sales returns is maintained for potential future product returns. A corresponding provision is maintained for those product returns that the Company is able to return to our vendors or original equipment manufacturers. These provisions are based on an evaluation of historical trends in product return rates and are presented net as a reduction in accounts receivable and product revenue.

Provision for credit losses is maintained for potentially uncollectible accounts and unbilled and financing receivables. The provisions are increased for potential credit losses, which increases expenses, and decreased by subsequent recoveries. The provisions for credit losses are decreased by write-offs and reductions to the provision for potential credit losses. Accounts are either written off or written down when the loss is both probable and determinable. Management’s determination of the adequacy of the provision for credit losses for accounts receivable, unbilled receivables and financing receivables is based on the age of the receivable balance, the customer’s credit quality rating, an evaluation of historical credit losses, current economic conditions and other relevant factors.

Income Taxes

Deferred taxes are calculated using the liability method, whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities in the Company’s consolidated balance sheets and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are presented based on the tax rates currently in effect and adjusted for changes in tax laws and rates on the date of enactment. In accordance with the Company’s prospective adoption of ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, during the year ended June 30, 2016, deferred tax assets and liabilities are classified as noncurrent and presented net in the consolidated balance sheet as of June 30, 2016.

The Company evaluates its tax positions under a more-likely-than-not recognition threshold and measurement analysis before they can be recognized for financial statement reporting. Uncertain tax positions have been classified as current or non-current income tax liabilities based on the expectation of whether they will be paid in the next fiscal year. The Company recognizes interest and penalties related to income tax exposures as a component of income tax expense (benefit) in the Company’s consolidated statements of operations.

F-15

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Share-based Compensation

The Company measures and recognizes share-based compensation expense for all share-based awards made to employees and directors using fair value based methods over the requisite service period adjusted for estimated forfeiture rates based on historical experience. The cost of equity-classified awards is based on the grant-date fair value calculated using a Black-Scholes or Monte Carlo valuation model, depending on the nature and classification of the award. The cost of liability-classified awards was based on the intrinsic value of the awards at each reporting date. All liability-classified awards were settled in conjunction with the Presidio Acquisition discussed in Note 2.

Share-based compensation expense for awards with a service-only condition is recognized over the employee’s requisite service period using a graded vesting method. For awards with a performance condition that affects vesting, the performance condition is not considered in determining the award’s grant-date fair value; however, the conditions are considered when estimating the quantity of awards that is expected to vest. No compensation expense is recorded for awards with performance conditions until the performance condition is determined to be probable of achievement. For awards with a market condition that affects vesting, the market condition is considered in determining the award’s grant-date fair value. Compensation expense for awards with a market condition is recognized straight-line over the derived or implied service period. For awards with both performance and market conditions, the market condition is incorporated into the fair value of the award, while the performance condition impacts the timing of expense recognition.

In the case of modifications of awards, additional share-based compensation expense is based on the excess, if any, of the fair value of the modified award over the fair value of the original award immediately before its terms are modified.

Share-based compensation expense is classified as selling expenses or general and administrative expenses consistent with other compensation expense associated with the award recipient.

The Company uses the simplified method in estimating the expected life of its service-only condition awards because the Company does not have sufficient historical exercise data to provide a reasonable basis to estimate future exercise patterns.

Other Comprehensive Income (Loss)

The Company did not have any components of other comprehensive income (loss) for any of the periods presented.

Earnings (Loss) Per Share

Basic earnings (loss) per share is computed using the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed using the weighted-average number of shares of common stock and dilutive potential shares of common stock outstanding during the period. Dilutive potential shares of common stock outstanding includes the dilutive effect of vested and unvested in-the-money service-only condition stock options. Stock options with performance conditions are not included in the dilutive potential shares of common stock outstanding until the performance condition is met. The dilutive effect of such equity-classified awards is calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the amount the employee must pay for exercising stock options, the amount of compensation cost for future service that the Company has not yet recognized and the amount of excess tax benefits that would be recorded in additional paid-in capital when the award becomes deductible are collectively assumed to be used to repurchase shares.

F-16

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Partner Incentive Program Consideration

The Company receives payments and credits from vendors for various programs, including rebates, volume incentive programs and shared marketing expense programs. Each program varies in length and has varying conditions or achievement targets that determine the amount of consideration the Company is eligible for. The Company estimates and recognizes the amount of partner incentive program consideration earned when it is probable and reasonably estimable using the information available or historical data. Such partner incentive program consideration is recognized as a reduction of cost of revenue with respect to rebates, volume incentive programs and similar programs or as a reduction to operating expenses with respect to shared marketing expense programs.

Business Combinations

The Company accounts for business combinations and acquisitions using the acquisition method. The acquisition method requires that the total purchase price of the acquired entity be allocated to the assets acquired and liabilities assumed based on their fair values at the acquisition date. The assets acquired include the analysis and recognition of intangible assets such as customer relationships, trade names, developed technology and contractual rights and the liabilities assumed include contractual commitments and contingencies.

Any premium paid over the fair value of the net assets and liabilities acquired is recorded as goodwill in connection with a business combination. The results of operations for an acquired entity are included in the consolidated financial statements from the date of acquisition.

Fair Value Measurements

Fair value is defined under U.S. GAAP as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. U.S. GAAP also provides a fair value hierarchy for valuation inputs to prioritize the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. Each fair value measurement is reported in one of the three levels, which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date;

Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly; and

Level 3: Unobservable inputs for the asset or liability.

For those financial instruments with no quoted market prices available, fair value is estimated using present value calculations or other valuation methods, as well as management’s best judgment with respect to current economic conditions, including discount rates and estimates of future cash flows.

The Company did not elect the fair value measurement option for any of its financial assets or liabilities.

Derivative Instruments

The Company may periodically use interest rate swap and cap agreements to reduce the impact of interest rate changes on its long-term debt.

All derivative instruments that are not clearly and closely related to the economic characteristics and risks of the host contract are recognized in the Company’s consolidated balance sheets at their fair value and have been

F-17

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

appropriately classified as current or non-current assets and liabilities. The Company did not elect hedge accounting for its derivative instruments, and as a result, changes in the fair value were recorded within the Company’s consolidated statements of operations within general and administrative expenses along with the periodic settlements on the variable rate asset or liability.

Reportable Segments

Segment information is presented in accordance with a “management approach.” The “management approach” is based on the way that the Company’s chief operating decision-maker reviews operating segment information for use in making decisions, allocating resources and assessing performance. An operating segment is a component of the Company (i) that engages in business activities from which it may earn revenue and incur expense, (ii) whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and assess its performance and (iii) for which discrete financial information is available.

Recent Accounting Pronouncements Not Yet Adopted

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Receipts and Cash Payments, to address diversity in practice regarding the presentation of eight specific cash flow situations. These situations include, but are not limited to, debt prepayment and debt extinguishment costs and contingent consideration payments made after a business combination. The standard has an effective date for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-scope Improvements and Practical Expedients, which provides additional guidance around certain areas of the new revenue recognition standard (ASU 2014-09). These areas include, but are not limited to, assessing the collectability criterion, presentation of sales taxes and accounting for noncash consideration. The standard has an effective date concurrent with the effective date of ASU 2014-09, described below. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which enhances the guidance around identifying performance obligations in customer contracts of the new revenue recognition standard (ASU 2014-09). The standard has an effective date concurrent with the effective date of ASU 2014-09, described below. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, which provides areas for simplification in the accounting for share-based payment transactions. Areas included for simplification include, but are not limited to, accounting for income taxes, classification of excess tax benefits on the statement of cash flows, forfeitures and minimum statutory withholding. The standard has an effective date for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the implementation guidance

F-18

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

on principal versus agent considerations of the new revenue standard (ASU 2014-09). The standard has an effective date concurrent with the effective date of ASU 2014-09, described below. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which changes the accounting for leases in order to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The standard has an effective date for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which restricts the valuation of inventory to the lower of cost or net realizable value, which is the estimated selling price in the ordinary course of business less reasonably predictable costs of completion, disposal and transportation. The standard has an effective date for fiscal years beginning after December 15, 2016 and interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of the standard but it is not expected that this standard will have a material impact on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Going Concern, which sets forth guidance regarding management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and provide related footnote disclosures. This standard defines the term “substantial doubt,” requires management to perform an evaluation every reporting period and provides principles for considering the mitigating effects of management’s plans. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods beginning after December 15, 2016, with early adoption permitted. The Company’s adoption of this guidance is not expected to have a material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which outlines a single, comprehensive model for accounting for revenue from contracts with customers, to be applied retrospectively. The standard had an effective date for fiscal years beginning after December 15, 2016, and interim periods within that fiscal year. However, in August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606), which delayed implementation of this standard for one year with the effective date for fiscal years beginning after December 15, 2017 and interim periods within that fiscal year. The Company is currently evaluating the impact that the standard will have on the consolidated financial statements.

Note 2. Acquisitions

Netech Corporation

On February 1, 2016, pursuant to an asset purchase agreement dated as of December 31, 2015, a wholly owned subsidiary of the Company acquired certain assets and assumed certain liabilities of the Netech Corporation (“Netech Acquisition”) comprising the Netech business (“Netech”). Total consideration was $250.5 million, which included $240.1 million paid in cash, of which $0.6 million is due back to the Company from escrow as of June 30, 2016, associated with the final post-closing net working capital as of the closing date, and $11.0 million paid in 628,571 shares of the Company’s common stock. In the absence of a public trading market for our common stock at the time of the acquisition, the value of the common stock provided as consideration was determined contemporaneously using a combination of the market approach valuation method of comparable companies and an income approach valuation method based on discounted cash flows. The Netech Acquisition

F-19

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

enables the Company to further broaden its portfolio of services and solutions and significantly expand its capabilities within the midwestern United States.

The Netech Acquisition was funded through the combination of a new $150.0 million senior credit facility, an incremental $25.0 million term loan borrowing under the Company’s existing senior credit facility, a borrowing under the Company’s accounts receivable securitization facility and available cash on hand. Refer to Note 11 for a further discussion of the credit facility borrowings.

In accordance with the acquisition method, the acquired assets and assumed liabilities of the Netech business have been recognized at fair value as of February 1, 2016. The fair values assigned to the assets and liabilities were derived using a combination of the income approach, the market approach and the cost approach. The significant estimates that were used in calculating the fair values include useful lives, estimated selling prices, disposal costs, costs to complete and reasonable profit. The fair values assigned to intangible assets were determined through the use of the relief from royalty method and the excess earnings method. The goodwill recognized from the transaction is primarily associated with Netech’s specialized and technical workforce, its positioning in the marketplace, potential synergies and the Company’s belief in its potential for continued growth. The Netech Acquisition was a taxable transaction, and as a result, the goodwill and acquired intangible assets are deductible for income tax purposes.

The following table summarizes the purchase price allocation for the Netech Acquisition (in millions):

Computation of purchase price:
Cash paid to sellers	$	240.1
Receivable due from escrow		(0.6	)
Fair value of equity consideration		11.0
Total consideration	$	250.5
Allocation of purchase price:
Fair value of assets acquired
Accounts receivable	$	70.2
Unbilled accounts receivable		7.5
Inventory		9.0
Prepaid expenses and other current assets		5.0
Property and equipment		2.3
Goodwill		108.2
Identifiable intangibles assets		107.0
Other assets		2.4
Fair value of liabilities assumed
Accounts payable – trade		(2.3	)
Accounts payable – floor plan		(40.5	)
Accrued expenses and other current liabilities		(18.3	)
Total net assets acquired	$	250.5

Gross contractual receivables acquired were $70.4 million of accounts receivable and $7.5 million of unbilled receivables.

The Company incurred $4.5 million of acquisition related costs during the year ended June 30, 2016 associated with the Netech Acquisition, which are presented as part of transaction costs in the consolidated statements of operations.

F-20

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Sequoia Worldwide LLC

On November 23, 2015, the Company acquired certain assets and assumed certain liabilities of Sequoia Worldwide LLC (“Sequoia”) for total consideration of approximately $12.6 million, which included $11.2 million paid in cash and $1.4 million paid in 79,945 shares of the Company’s common stock. In the absence of a public trading market for our common stock at the time of acquisition, the value of the common stock provided as consideration was determined contemporaneously using a market approach valuation method of comparable companies. The acquisition of Sequoia, a firm with deep cloud consulting and integration domain expertise, allows the Company to provide hybrid cloud strategies and service delivery models for our clients.

The fair values assigned to intangible assets were determined through the use of the relief from royalty method and the excess earnings method. The goodwill recognized from the transaction is primarily associated with Sequoia’s specialized and technical workforce. The acquisition of Sequoia was a taxable transaction and as a result, the goodwill and acquired intangible assets are deductible for income tax purposes. Transaction costs associated with the acquisition were immaterial.

The following table summarizes the purchase price allocation for the Sequoia Acquisition (in millions):

Computation of purchase price:
Cash paid to sellers	$	11.2
Fair value of equity consideration		1.4
Total consideration	$	12.6
Allocation of purchase price:
Assets assumed	$	0.1
Purchased identifiable intangible assets		1.0
Goodwill		11.5
Total net assets acquired	$	12.6

Presidio Holdings Inc.

As previously discussed, on February 2, 2015, Presidio, Inc. acquired Presidio Holdings. The acquisition was pursuant to an agreement and plan of merger dated as of November 26, 2014, by and between Presidio Holdings, Presidio, Inc., Aegis Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Aegis Holdings, Inc. (“Merger Sub”), and AS Presidio Holdings, LLC, a Delaware limited liability company, solely as Securityholder Representative (the “Merger Agreement”). In accordance with the terms of the Merger Agreement, Merger Sub merged with and into Presidio Holdings, with Presidio Holdings surviving as a wholly owned subsidiary of Presidio, Inc.

As part of the Presidio Acquisition, Presidio, Inc. entered into rollover agreements related to Presidio Holdings common stock and outstanding stock options in Presidio Holdings that were held by certain members of management of Presidio Holdings (the “Rollover”). Pursuant to these rollover agreements, 15,564,968 shares of the common stock of Presidio Holdings were exchanged for 1,465,974 shares of common stock of Presidio, Inc. and 9,400,028 options to acquire common stock of Presidio Holdings were exchanged for 885,344 options to acquire common stock of Presidio, Inc. The shares and options that were exchanged had an aggregate fair value of approximately $14.7 million and $6.5 million, respectively. The fair value of the shares and options exchanged was based on the value per share as determined by the total consideration provided to equity holders as part of the Presidio Acquisition.

F-21

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The cash consideration paid in the Presidio Acquisition was $652.5 million, exclusive of cash acquired, cash paid for the repayment of Presidio LLC’s existing term loan and revolving credit facility and the repayment of the accounts receivable securitization facility. Additionally, Presidio Holdings’ former shareholders were eligible to receive an additional $7.5 million of merger consideration (the “hold-back amount”), subject to certain adjustments for indemnification obligations under the Merger Agreement, and an estimated $3.4 million of income tax refunds, as determined in conjunction with the Merger Agreement. The $7.5 million hold-back was payable one year after the closing of the Presidio Acquisition and the estimated income tax refunds are payable as received by the Company. These amounts were recognized at fair value as an acquisition-related liability in the consolidated balance sheet. The fair values of the hold-back and tax refunds were based on the present value of expected future payments as of the acquisition date. During the year ended June 30, 2016, the Company paid $10.3 million associated with the hold-back and income tax refunds. As of June 30, 2016, the Company has a $0.3 million acquisition-related liability recorded in the consolidated balance sheet associated with income tax refunds not yet received. The difference between the amounts initial estimated as due to the former shareholders for income tax refunds and the amounts actually paid or accrued as of June 30, 2016 was recorded as a measurement period adjustment to goodwill during the year ended June 30, 2016.

As further described in Note 11, on February 2, 2015, concurrent with the closing of the Presidio Acquisition, the Company also entered into the following financing transactions:

• Presidio LLC, as borrower, obtained a new $650.0 million credit facility, which includes (1) a five-year $50.0 million senior secured revolving credit facility that remained undrawn at the closing of the Presidio Acquisition and (2) a seven-year $600.0 million senior secured term loan credit facility. The credit facilities are guaranteed by, and secured by the assets of, Presidio LLC and its subsidiaries, subject to certain exceptions. Presidio LLC’s wholly owned subsidiary, PNS, is a co-borrower of the Senior Facilities.

• The existing term loan and revolver facilities were repaid and the commitments thereunder were terminated as of the closing of the Presidio Acquisition.

• The existing $150.0 million accounts receivable securitization facility was upsized to a three-year $200.0 million facility. Additionally, concurrent with the closing of the Presidio Acquisition, $40.0 million was repaid on the accounts receivable securitization facility.

• Merger Sub, which was merged into Presidio Holdings in the Presidio Acquisition, issued $400.0 million aggregate principal amount of notes, which included $250.0 million in aggregate principal amount of 10.25% senior notes due 2023 and $150.0 million in aggregate principal amount of 10.25% senior subordinated notes due 2023. Concurrent with the closing of the Presidio Acquisition, Presidio Holdings assumed all of the obligations of Merger Sub under the senior notes, the senior subordinated notes and the related indentures by operation of law.

As a result of the Presidio Acquisition, the assets and liabilities of Presidio Holdings have been recognized at fair value as of February 2, 2015; this primarily impacted non-current assets and liabilities. The fair values assigned to tangible assets and liabilities were derived using a combination of the income approach, the market approach and the cost approach. The significant estimates that were used in calculating the fair value of the tangible assets and liabilities include replacement cost, useful lives, estimated selling prices, disposal costs, costs to complete and reasonable profit. The fair value assigned to intangible assets was determined through the use of the relief from royalty method, the excess earnings method and the replacement cost method. The goodwill recognized from this transaction is primarily associated with the Presidio Holdings’ specialized and technical workforce, its positioning in the marketplace and the belief in its potential for continued growth.

F-22

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The Presidio Acquisition was a non-taxable transaction and as a result, the goodwill, acquired intangible assets and other fair value adjustments are nondeductible for income tax purposes. Accordingly, deferred tax assets and liabilities have been established for the fair value adjustments with the exception of goodwill, for which a deferred tax liability is prohibited from recognition.

For the period ended June 30, 2015 and the period ended February 1, 2015, the Company incurred $18.5 million and $42.1 million of acquisition-related costs, respectively. These costs were associated with the Presidio Acquisition and are presented as part of transaction costs in the consolidated statements of operations.

The following table summarizes the purchase price allocation for the Presidio Acquisition (in millions):

Computation of purchase price:
Cash paid to sellers	$	652.5
Fair value of management equity rolled forward		21.2
Fair value of consideration to be paid in the future		10.8
Total consideration	$	684.5
Allocation of purchase price:
Fair value of assets acquired
Cash and cash equivalents	$	7.0
Accounts receivable		439.7
Unbilled accounts receivable		105.7
Financing receivables		162.5
Inventory		29.2
Deferred income tax assets		10.2
Prepaid expenses and other current assets		75.0
Property and equipment		28.2
Equipment under operating leases		4.5
Goodwill		662.2
Identifiable intangibles assets		837.5
Other assets		15.8
Fair value of liabilities assumed
Accounts payable – trade		(375.1	)
Accounts payable – floor plan		(111.1	)
Accrued expenses and other current liabilities		(115.0	)
Discounted financing receivables		(140.3	)
Long-term indebtedness		(588.4	)
Deferred income tax liabilities		(329.7	)
Other liabilities		(33.4	)
Total net assets acquired	$	684.5

Gross contractual receivables acquired were $446.2 million of accounts receivable, $105.7 million of unbilled receivables, $33.8 million of other receivables and $163.2 million of financing receivables.

The above purchase price allocation table is exclusive of $0.7 million in immaterial measurement period adjustments recorded during the year ended June 30, 2016. In accordance with the Company’s adoption of ASU 2015-16, Business Combinations (Topic 805): Simplifying the Accounting for Measurement Period Adjustments,

F-23

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

the $0.7 million of measurement period adjustments were recorded in the reporting period they were determined. There was no effect to the Company’s consolidated statement of operations for the year ended June 30, 2016 or the period ended June 30, 2015 as a result of the measurement period adjustments.

The following table provides unaudited supplemental pro forma results of operations for the years ended June 30, 2015 and 2014 (in millions):

	Year ended June 30,
(unaudited)	2014			2015
Total revenue	$	2,263.5		$	2,379.4
Net income (loss)	$	(81.3	)	$	12.6

These results have been derived from our historical consolidated financial statements and have been prepared to give effect to the Presidio Acquisition, assuming that the Presidio Acquisition occurred on July 1, 2013. The unaudited pro forma information presented is for informational purposes only and is not necessarily indicative of the operating results that would have occurred had the Presidio Acquisition been consummated at the beginning of the respective period, nor is it necessarily indicative of future operating results.

The 2015 supplemental pro forma net income (loss) was adjusted to exclude $62.2 million ($41.6 million, net of pro forma income tax impact) of acquisition-related costs and $41.5 million ($25.3 million, net of pro forma income tax impact) of non-recurring expenses and adjusted to include an additional $40.8 million ($24.9 million, net of pro forma income tax impact) of recurring expenses associated with reflecting the Presidio Acquisition as occurring on July 1, 2013.

The 2014 supplemental pro forma net income (loss) was adjusted to include $62.2 million ($41.6 million, net of pro forma income tax impact) of acquisition-related costs, $41.5 million ($25.3 million, net of pro forma income tax impact) of non-recurring expenses and $77.1 million ($46.9 million, net of pro forma income tax impact) of recurring expenses associated with reflecting the Presidio Acquisition as occurring on July 1, 2013.

The $41.5 million ($25.3 million, net of pro forma income tax impact) of non-recurring expenses consists primarily of $8.2 million related to loss on extinguishment of debt, $18.5 million related to share-based compensation expense, $3.1 million of expenses related to revaluation of existing inventory and $11.7 million related to one-time interest expenses related to the acquisition of Presidio Holdings. The adjustments related to recurring expenses primarily relate to increased interest expense associated with pro forma debt and increased amortization expense associated with acquired intangible assets. The pro forma results do not include any anticipated synergies or other anticipated benefits of the Presidio Acquisition.

Other Acquisitions

On March 13, 2015, the Company acquired certain assets and certain liabilities of an immaterial business for $0.4 million. The acquisition resulted in a $0.3 million increase in goodwill.

Note 3. Disposition of Business

On October 22, 2015, the Company completed the sale of the Atlantix business to a third party for $36.3 million in net proceeds resulting in a $6.8 million loss on the disposal presented within interest and other (income) expense in the consolidated statement of operations. Based on qualitative and quantitative considerations,

F-24

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Atlantix was not considered to be a discontinued operation for financial reporting purposes. The carrying amounts of the assets and liabilities included as part of the disposal were as follows (in millions):

Carrying amount of assets disposed
Accounts receivable, net	$	13.4
Inventory		7.4
Prepaid expenses and other current assets		1.1
Property and equipment		7.0
Equipment under operating leases, net		0.3
Identifiable intangible assets, net		26.4
Carrying amount of liabilities disposed
Accounts payable – trade		(3.2	)
Accrued expenses and other current liabilities		(9.3	)
Net assets disposed	$	43.1

Note 4. Accounts and Unbilled Receivables

Accounts receivable consisted of the following (in millions):

	June 30, 2015			June 30, 2016
Gross accounts receivable	$	443.5		$	505.6
Provision for sales returns and credit losses		(3.8	)		(2.6	)
Total accounts receivable, net	$	439.7		$	503.0

Unbilled receivables consisted of the following (in millions):

	June 30, 2015		June 30, 2016
Gross unbilled receivables	$	99.1	$	136.9
Provision for sales returns and credit losses		—		(1.2	)
Total unbilled receivables, net	$	99.1	$	135.7

Note 5. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in millions):

	June 30, 2015		June 30, 2016
Partner incentive program receivable	$	29.1	$	27.3
Prepaid income taxes		11.1		10.4
Deferred product costs		5.2		5.3
Other prepaid expenses and other current assets		27.4		25.2
Total prepaid expenses and other current assets	$	72.8	$	68.2

F-25

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Note 6. Financing Receivables and Operating Leases

The Company records the lease receivables related to discounted sales-type or direct financing leases as financing receivables, and the related liability resulting from discounting customer payment streams as discounted financing receivables, in the Company’s consolidated balance sheets. Discounted customer payment streams are typically collateralized by a security interest in the underlying assets being leased. At June 30, 2016 and 2015, the interest rates on discounted leases ranged from 2.0% to 9.8% and 1.9% to 10.8%, respectively.

Financing receivables – The assets and related liabilities for discounted and not discounted sales-type and direct financing leases to financial institutions were as follows (in millions):

June 30, 2015	Discounted to financial institutions			Not discounted to financial institutions			Total
Minimum lease payments	$	162.7		$	7.3		$	170.0
Estimated net residual values		—			8.1			8.1
Unearned income		(7.9	)		(1.2	)		(9.1	)
Provision for credit losses		—			(0.9	)		(0.9	)
Total, net	$	154.8		$	13.3		$	168.1
Reported as:
Current	$	64.6		$	4.5		$	69.1
Long-term		90.2			8.8			99.0
Total, net	$	154.8		$	13.3		$	168.1
Discounted financing receivables:
Nonrecourse	$	153.3		$	—		$	153.3
Recourse		0.7			—			0.7
Total	$	154.0		$	—		$	154.0
Reported as:
Current	$	64.4		$	—		$	64.4
Long-term		89.6			—			89.6
Total	$	154.0		$	—		$	154.0
June 30, 2016
Minimum lease payments	$	168.5		$	18.4		$	186.9
Estimated net residual values		—			7.9			7.9
Unearned income		(7.4	)		(1.6	)		(9.0	)
Provision for credit losses		—			(0.7	)		(0.7	)
Total, net	$	161.1		$	24.0		$	185.1
Reported as:
Current	$	74.4		$	8.7		$	83.1
Long-term		86.7			15.3			102.0
Total, net	$	161.1		$	24.0		$	185.1
Discounted financing receivables:
Nonrecourse	$	159.2		$	—		$	159.2
Recourse		1.0			—			1.0
Total	$	160.2		$	—		$	160.2

F-26

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

June 30, 2016	Discounted to financial institutions		Not discounted to financial institutions		Total
Reported as:
Current	$	73.9	$	—	$	73.9
Long-term		86.3		—		86.3
Total	$	160.2	$	—	$	160.2

The discounted financing receivables associated with sales-type and direct financing type leases are presented in the consolidated balance sheets together with the discounted financing receivables associated with operating leases, which is discussed below.

Minimum lease payments for discounted and non-discounted sales-type and direct financing leases to be received from or paid to financial institutions were as follows (in millions):

Years ending June 30,
2017	$	84.8
2018		55.6
2019		30.4
2020		11.2
2021		4.9
2022 and thereafter		—
Total	$	186.9

Operating leases – Equipment under operating leases and accumulated depreciation was as follows (in millions):

	June 30, 2015			June 30, 2016
Equipment under operating leases	$	4.5		$	5.6
Accumulated depreciation		(1.0	)		(2.7	)
Total equipment under operating leases, net	$	3.5		$	2.9

Depreciation and amortization expense associated with equipment under operating leases that is included in cost of product revenue within the Company’s consolidated statements of operations was $2.5 million for the year ended June 30, 2016, $1.2 million for the period ended June 30, 2015, $2.0 million for the period ended February 1, 2015, and $4.3 million for the year ended June 30, 2014.

Liabilities for discounted operating leases to financial institutions was follows (in millions):

	June 30, 2015		June 30, 2016
Discounted operating leases:
Current	$	1.5	$	1.4
Noncurrent		1.5		0.8
Total	$	3.0	$	2.2

F-27

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The discounted financing receivables associated with operating leases are presented in the consolidated balance sheets together with the discounted financing receivables associated with sales-type and direct financing type leases which are discussed above.

The minimum lease payments related to operating leases discounted or non-discounted to be paid to financial institutions were as follows (in millions):

Years ending June 30,
2017	$	1.4
2018		0.6
2019		0.2
2020		—
2021		—
2022 and thereafter		—
Total	$	2.2

Note 7. Property and Equipment

Property and equipment and accumulated depreciation and amortization was as follows (in millions):

	Estimated useful lives		June 30, 2015			June 30, 2016
Furniture and fixtures		3 to 7 years	$	3.3		$	4.7
Equipment		3 to 7 years		12.9			18.1
Software		3 years		9.4			14.4
Leasehold improvements		Life of lease		3.1			11.2
Building		20 years		4.1			—
Land		—		1.2			—
Total property and equipment				34.0			48.4
Accumulated depreciation and amortization				(4.5	)		(15.5	)
Total property and equipment, net			$	29.5		$	32.9

Depreciation and amortization associated with property and equipment that is included in depreciation and amortization within the Company’s consolidated statement of operations was $8.8 million for the year ended June 30, 2016, $3.8 million for the period ended June 30, 2015, $4.1 million for the period ended February 1, 2015 and $7.6 million for the year ended June 30, 2014.

Depreciation and amortization expense associated with property and equipment directly utilized in support of managed services and managed cloud contracts that is included in cost of service revenue within the Company’s consolidated statement of operations was $3.2 million for the year ended June 30, 2016, $0.7 million for the period ended June 30, 2015, $0.5 million for the period ended February 1, 2015, and $0.4 million for the year ended June 30, 2014.

As noted in Note 2, we acquired property and equipment with a fair value of $2.3 million as of February 1, 2016 pursuant to the Netech Acquisition.

F-28

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The land and building assets were disposed as part of the disposal of the Atlantix business discussed in Note 3.

Note 8. Goodwill and Identifiable Intangible Assets

Goodwill

Goodwill consisted of the following (in millions):

	PNS					Atlantix
Predecessor	Gross carrying value			Accumulated impairment charges		Gross carrying value		Accumulated impairment charges		Total, net
Balance, June 30, 2013	$	544.2		$	—	$	12.7	$	—	$	556.9
Acquisitions		—			—		—		—		—
Impairment charges		—			—		—		—		—
Balance, June 30, 2014		544.2			—		12.7		—		556.9
Acquisitions		—			—		—		—		—
Impairment charges		—			—		—		—		—
Balance, February 1, 2015	$	544.2		$	—	$	12.7	$	—	$	556.9
Successor
Balance, November 20, 2014	$	—		$	—	$	—	$	—	$	—
Acquisitions		662.5			—		—		—		662.5
Impairment charges		—			—		—		—		—
Balance, June 30, 2015		662.5			—		—		—		662.5
Acquisitions		119.7			—		—		—		119.7
Measurement period adjustments		(0.7	)		—		—		—		(0.7	)
Impairment charges		—			—		—		—		—
Balance, June 30, 2016	$	781.5		$	—	$	—	$	—	$	781.5

As of June 30, 2015, the $662.5 million of goodwill was comprised of $662.2 million associated with the Presidio Acquisition and $0.3 million associated with an immaterial acquisition. For the year ended June 30, 2016, goodwill increased by $119.7 million in connection with new acquisitions, of which $108.2 million was associated with the Netech Acquisition and $11.5 million was associated with the Sequoia Acquisition. Additionally, during the year ended June 30, 2016, goodwill decreased by $0.7 million associated with measurement period adjustments to the Presidio Acquisition.

The Company performed an assessment as of March 31, 2016 and 2015 to determine whether it was more likely than not that the fair value of the Company’s reporting units was less than their carrying amounts. Based on the results of these assessments, the Company determined that it was not more likely than not that the fair value of the reporting units was less than their carrying amounts. As a result, the Company concluded that no impairment of its goodwill existed at either date. The Company did not identify or record any impairment losses related to its goodwill during any of the periods presented.

F-29

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Identifiable Intangible Assets

Identifiable intangible assets consisted of the following (in millions):

June 30, 2015	Range of life (years)		Gross amount		Accumulated amortization			Total, net
Finite-lived intangible assets:
Customer relationships		10	$	623.0	$	(25.9	)	$	597.1
Developed technology		5		2.9		(0.2	)		2.7
Non-compete agreements		1		0.6		(0.3	)		0.3
Indefinite-lived intangible assets:
Trade names		Indefinite		211.0		—			211.0
Total intangible assets			$	837.5	$	(26.4	)	$	811.1
June 30, 2016
Finite-lived intangible assets:
Customer relationships		5 – 10	$	703.2	$	(89.4	)	$	613.8
Developed technology		5		3.6		(0.9	)		2.7
Non-compete agreements		1		0.6		(0.6	)		—
Trade names		2		5.1		(1.1	)		4.0
Indefinite-lived intangible assets:
Trade names		Indefinite		205.0		—			205.0
Total intangible assets			$	917.5	$	(92.0	)	$	825.5

Amortization associated with intangible assets was $67.2 million for the year ended June 30, 2016, $26.4 million for the period ended June 30, 2015, $18.3 million for the period ended February 1, 2015 and $38.3 million for the year ended June 30, 2014. The weighted-average remaining useful life of the finite-lived intangible assets was 8.7 years as of June 30, 2016.

In conjunction with the acquisitions discussed in Note 2, the Company recorded $102.2 million of gross customer relationships, $5.1 million of trade names and $0.7 million of developed technology intangible assets. As part of the disposal of Atlantix discussed in Note 3, the Company disposed of $6.0 million of trade names and $22.0 million of customer relationships on a gross basis.

The Company performed an assessment as of March 31, 2016 and 2015 on each of the indefinite-lived trade names to determine whether it was more likely than not that the fair value of the trade names was less than their carrying amounts. Based on the results of these assessments, the Company determined that it was not more likely than not that the fair value of its trade names was less than their carrying amount. As a result, the Company concluded that no impairment of its trade names existed at either date. The Company did not identify or record any impairment losses related to its trade names during any of the periods presented.

F-30

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Based on the finite-lived intangible assets recorded at June 30, 2016, the annual amortization expense is expected to be as follows (in millions):

Years ending June 30,
2017	$	73.6
2018		72.5
2019		71.1
2020		70.8
2021		70.4
2022 and thereafter		262.1
Total	$	620.5

Note 9. Accounts Payable – Floor Plan

The accounts payable – floor plan balances on the consolidated balance sheets relate to an agreement with a financial institution that provides an indirect wholly owned subsidiary of the Company with funding for discretionary inventory purchases from approved vendors. Payables are due within 90 days and are non-interest bearing provided they are paid when due. In accordance with the agreement, the financial institution has been granted a senior security interest in the indirect wholly owned subsidiary’s inventory purchased under the agreement and accounts receivable arising from the sale thereof. Payments on the facility are guaranteed by Presidio, LLC and subsidiaries. As of June 30, 2016, the aggregate availability for purchases under the floor plan is the lesser of $325.0 million or the liquidation value of the pledged assets. The balances outstanding under the accounts payable – floor plan facility were $223.3 million and $161.9 million as of June 30, 2016 and 2015, respectively.

Note 10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in millions):

	June 30, 2015		June 30, 2016
Accrued compensation	$	52.3	$	66.1
Accrued interest		20.6		21.4
Accrued equipment purchases/vendor expenses		29.7		27.5
Accrued income taxes		0.3		—
Accrued non-income taxes		15.3		12.2
Customer deposits, current portion		10.1		8.8
Acquisition-related liabilities		10.9		0.3
Unearned revenue		23.6		30.8
Total accrued expenses and other current liabilities	$	162.8	$	167.1

The reduction in acquisition-related liabilities is associated with the Company’s payment of a hold-back and certain tax refunds which were due to Presidio Holdings’ former shareholders in accordance with the Presidio Acquisition.

F-31

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Note 11. Long-term Debt and Credit Agreements

Long-term debt consisted of the following (in millions):

	June 30, 2015			June 30, 2016
Revolving credit facility	$	—		$	—
Receivable securitization facility		—			5.0
Term loan facility, due February 2022		573.6			732.3
Senior notes, 10.25% due February 2023		250.0			222.5
Senior subordinated notes, 10.25% due February 2023		150.0			111.8
Total long-term debt		973.6			1,071.6
Unamortized debt issuance costs		(39.9	)		(33.6	)
Total long-term debt, net of debt issuance costs	$	933.7		$	1,038.0
Reported as:
Current	$	5.8		$	7.4
Long-term		927.9			1,030.6
Total long-term debt, net of debt issuance costs	$	933.7		$	1,038.0

February 2016 Credit Facility

On February 1, 2016, as part of the Netech Acquisition discussed in Note 2, Presidio LLC, PNS and PIS, three wholly owned subsidiaries of the Company, entered into a senior secured credit facility (the “February 2016 Credit Facility”) which provided a $150.0 million term loan (“February 2016 Term Loan”) with a three year maturity.

The February 2016 Term Loan had a maturity date of February 2, 2019, with interest accruing at a rate of 7.00% per annum from February 2, 2016 to January 31, 2017, 10.00% per annum from February 1, 2017 to January 31, 2018 and 12.00% per annum from February 1, 2018 to January 31, 2019. Interest payments were payable quarterly and there were no mandatory principal payments prior to maturity. The February 2016 Term Loan could be prepaid at any time without penalty. The facility was issued at 95.0% of par, resulting in the recording of $7.5 million of original issuance discount. The Company incurred approximately $0.9 million of deferred financing fees associated with issuing the debt.

On March 31, 2016, the Company prepaid $15.0 million of the February 2016 Term Loan and, accordingly, recorded a $0.8 million loss on extinguishment of debt in the consolidated statement of operations associated with a write off of unamortized debt issuance costs.

On April 25, 2016, the Company prepaid an additional $20.0 million of the February 2016 Term Loan and, accordingly, recorded a $1.0 million loss on extinguishment of debt in the consolidated statement of operations.

On May 27, 2016, the Company entered into the May 2016 Amendment to the February 2015 Credit Facility, as described below. The proceeds of the incremental borrowing under the May 2016 Amendment were used to, among other things, repay the remaining $115.0 million outstanding on the February 2016 Term Loan, resulting in the termination of the February 2016 Credit Facility. Accordingly, the Company recorded an additional $5.8 million loss on extinguishment of debt in the consolidated statement of operations in connection with the remaining unamortized debt issuance costs on this facility.

F-32

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

February 2015 Credit Facilities

On February 2, 2015, Presidio LLC and PNS (the “Borrowers”), two wholly owned subsidiaries of the Company, entered into a senior secured credit facility (the “February 2015 Credit Agreement”) which provided a $600.0 million term loan (“February 2015 Term Loan”) with a seven year maturity and a $50.0 million revolving credit facility (“February 2015 Revolver”) with a five year maturity (collectively referred to as the “February 2015 Credit Facilities”).

On May 19, 2015, the terms of the February 2015 Credit Agreement were amended pursuant to Incremental Assumption Agreement and Amendment No. 1 (the “May 2015 Amendment”) to, among other things, lower the applicable margin on term loan borrowings.

On February 1, 2016, as part of the Netech Acquisition discussed in Note 2, the Borrowers entered into Incremental Assumption Agreement and Amendment No. 2 to the February 2015 Credit Agreement for an incremental $25.0 million term loan borrowing. The $25.0 million incremental term loan under the credit facility is subject to the same terms and conditions as the then-existing term loans under the February 2015 Credit Agreement.

On May 27, 2016, the Borrowers entered into Incremental Assumption Agreement and Amendment No. 3 (the “May 2016 Amendment”) to the February 2015 Credit Agreement for an incremental $140.0 million term loan borrowing. The proceeds of the incremental term loan were used to, among other things, repay in full the remaining $115.0 million outstanding on the February 2016 Credit Facility discussed above. The $140.0 million incremental term loan under the credit facility is subject to the same terms and conditions as the then-existing term loans under the February 2015 Credit Agreement.

In accordance with the terms of the February 2015 Credit Agreement, the Borrowers may request one or more incremental term loan facilities and/or increase commitments under the February 2015 Revolver in an aggregate amount of up to the sum of $125.0 million plus additional amounts so long as, (i) in the case of loans under additional credit facilities secured by liens (other than to the extent such liens are expressly subordinated in writing to the liens on the collateral securing the February 2015 Credit Agreement), the consolidated net first lien secured leverage ratio would be no greater than 3.25 to 1.00 and (ii) in the case of loans under additional credit facilities that would not be included in the computation of the consolidated net first lien secured leverage ratio, the consolidated net secured leverage ratio would be no greater than 4.25 to 1.00, subject to certain conditions and receipt of commitments by existing or additional lenders.

The Borrowers may voluntarily repay outstanding loans under the February 2015 Credit Agreement at any time without prepayment premium or penalty except in connection with a repricing event, subject to customary “breakage” costs with respect to LIBOR rate loans.

All obligations under the February 2015 Credit Agreement are unconditionally guaranteed by Presidio Holdings and each of its existing and future direct and indirect, wholly owned domestic subsidiaries, subject to certain exceptions. The obligations are secured by substantially all assets of the Borrowers and each guarantor, including capital stock of the Borrowers and subsidiary guarantors, in each case subject to certain exceptions. The February 2015 Credit Agreement is subject to an intercreditor agreement with the accounts payable – floor plan that provides that certain security interests in assets securing the February 2015 Credit Agreement shall be subordinate to the security interests on the collateral securing the obligations under the accounts payable – floor plan described in Note 9.

The February 2015 Credit Agreement contains certain customary affirmative covenants, negative covenants and events of default. The negative covenants in the February 2015 Credit Agreement include, among other things,

F-33

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

limitations (subject in each case to exceptions) on the ability of the Borrowers, the guarantors and their restricted subsidiaries to:

• incur additional debt or issue certain preferred shares;

• create liens on certain assets;

• make certain loans or investments (including acquisitions);

• pay dividends on or make distributions in respect of capital stock or make other restricted payments;

• consolidate, merge, sell or otherwise dispose of all or substantially all of their assets;

• sell assets;

• enter into certain transactions with affiliates;

• enter into sale-leaseback transactions;

• change lines of business;

• restrict dividends from their subsidiaries or restrict liens;

• change their fiscal year; and

• modify the terms of certain debt or organizational agreements.

February 2015 Term Loan – Borrowings under the February 2015 Term Loan bear interest at a rate equal to, at the Borrowers’ option, either:

(a) the LIBOR rate determined by reference to the cost of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans; or

(b) the base rate determined by reference to the highest of:

(i) the federal funds rate plus 0.50%,

(ii) the prime rate, or

(iii) one-month adjusted LIBOR plus 1.00%, plus an applicable margin.

The applicable margin for term loans was 5.25% in the case of LIBOR rate borrowings and 4.25% in the case of base rate borrowings prior to the May 2015 Amendment and 4.25% in the case of LIBOR rate borrowings and 3.25% in the case of base rate borrowings after the May 2015 Amendment.

The February 2015 Term Loan amortizes at a rate of 1.00% per annum, payable quarterly on the principal balance of the borrowing, with the balance paid at maturity.

In addition to the required scheduled quarterly payments on the February 2015 Term Loan, the February 2015 Credit Agreement requires the Borrowers to prepay outstanding term loan borrowings, subject to certain exceptions, with:

• 75% (which percentage will be reduced to 50% if the consolidated net first lien secured leverage ratio is less than or equal to 3.00 to 1.00, reduced to 25% if the consolidated net first lien secured leverage ratio is less than or equal to 2.50 to 1.00, and reduced to 0% if the consolidated net first lien secured leverage ratio is less than or equal to 2.00 to 1.00) of the Borrowers’ annual excess cash flow, as defined under the February 2015 Credit Agreement, beginning in the fiscal year ended June 30, 2016;

F-34

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

• 100% of the net cash proceeds of all non-ordinary course asset sales, other dispositions of property or certain casualty events, in each case subject to certain exceptions and provided that the Company may (a) reinvest within 12 months or (b) commit to reinvest those proceeds within 12 months and so reinvest such proceeds within 18 months in assets to be used in the business, or certain other permitted investments; and

• 100% of the net cash proceeds of any issuance or incurrence of debt, other than proceeds from debt permitted under the February 2015 Credit Agreement.

For the year ended June 30, 2016, there are no additional prepayments required based on the Borrowers’ calculation of the annual excess cash flow.

The February 2015 Term Loan was originally a $600.0 million term loan with a seven year maturity of February 2, 2022. The borrowing was issued at 97.0% of par, resulting in an original issue discount of $18.0 million. The Company incurred $15.0 million of deferred financing costs associated with the original term loan, resulting in total deferred issuance costs of $33.0 million.

Concurrently with the May 2015 Amendment, the Company made a $25.0 million voluntary prepayment on the February 2015 Term Loan, reducing the principal balance on the February 2015 Term Loan to $575.0 million. The May 2015 Amendment constituted a repricing event under the February 2015 Credit Agreement, requiring the Borrowers to pay a fee to the lenders equal to 1.00% of the principal amount of the term loan after giving effect to the voluntary prepayment. Accordingly, $5.7 million was paid and expensed in the period ended June 30, 2015 and presented as a component of interest expense in the Company’s consolidated statements of operations. Additionally, the Company wrote off $0.5 million in debt issuance costs associated with modification accounting and recorded a $0.7 million loss on the extinguishment of debt, which included part of the repricing penalty, in the Company’s consolidated statements of operations.

The $25.0 million borrowing entered into pursuant to Incremental Assumption Agreement and Amendment No. 2 to the February 2015 Credit Agreement was issued at par. In accordance with debt modification accounting, the Company recorded an additional $0.2 million in deferred issuance costs associated with the amendment.

The $140.0 million borrowing entered into pursuant to the May 2016 Amendment was issued at 99.5% of par, resulting in $0.7 million of original issue discount. In accordance with debt modification accounting, the Company recorded an additional $0.1 million in deferred issuance costs associated with the amendment.

February 2015 Revolver – The February 2015 Revolver provides a $50.0 million revolving credit facility with a $25.0 million sublimit available for letters of credit and a swingline loan sub facility maturing February 2, 2020.

Borrowings under the February 2015 Revolver bear interest at a rate equal to, at the Borrowers’ option, either:

(a) the LIBOR rate determined by reference to the cost of funds for Eurodollar deposits for the interest period relevant to such borrowing, adjusted for certain additional costs, subject to a 1.00% floor in the case of term loans; or

(b) the base rate determined by reference to the highest of:

(i) the federal funds rate plus 0.50%,

(ii) the prime rate, or

(iii) one-month adjusted LIBOR plus 1.00%, plus an applicable margin.

F-35

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The applicable margin for revolving loans is 4.25% in the case of LIBOR rate borrowings and 3.25% in the case of base rate borrowings (with margins for revolving loans subject to certain reductions based on a net first lien leverage ratio).

In addition to paying interest on outstanding principal under the February 2015 Revolver, the Borrowers are required to pay a commitment fee equal to 0.50% (subject to a step-down to 0.375% based on achievement of a specified net first lien leverage ratio) in respect of the unutilized commitments under the facility. The Borrowers are also required to pay customary agency fees as well as letter of credit participation fees computed at a rate per annum equal to the applicable margin for LIBOR rate borrowings on the dollar equivalent of the daily stated amount of outstanding letters of credit, plus such letter of credit issuer’s customary documentary and processing fees and charges and customary fronting fees.

All borrowings under the February 2015 Revolver are subject to the satisfaction of customary conditions, including the absence of a default and the accuracy of representations and warranties.

The February 2015 Revolver requires that Presidio Holdings, after an initial grace period and subject to a testing threshold, comply on a quarterly basis with a maximum first lien net senior secured leverage ratio. The testing threshold is met if, at the end of any applicable fiscal quarter, the sum of outstanding exposure under the February 2015 Revolver exceeds 30% of the outstanding commitments under the revolving credit facility at such time.

In conjunction with entering into the February 2015 Credit Agreement, the Company incurred $1.3 million in deferred financing costs associated with the February 2015 Revolver.

As of June 30, 2016 and 2015, there were no outstanding borrowings on the February 2015 Revolver and there were $1.5 million in letters of credit outstanding. The Company is in compliance with the covenants and had $48.5 million available for borrowings under the facility.

March 2011 Credit Facilities

On March 31, 2011, Presidio LLC and PNS, as borrowers (the “Borrowers”), entered into a senior secured financing facility (“March 2011 Credit Agreement”). The March 2011 Credit Agreement was comprised of a $325.0 million term loan (“March 2011 Term Loan”) and a $22.0 million revolving credit facility (“March 2011 Revolver”) (collectively, the “March 2011 Credit Facilities”).

The terms of the March 2011 Credit Facility were subsequently amended on November 22, 2011, December 30, 2011, February 29, 2012, August 9, 2012 and March 26, 2014 prior to being fully repaid with the commitments thereunder terminated on February 2, 2015 as part of the Presidio Acquisition described in Note 2.

In accordance with the March 2011 Credit Agreement, Presidio Holdings was subject to certain limitations such as sale of assets, loans, advances, investments, additional indebtedness, liens and leases, change in business operations, change of control, and limitations on mergers and acquisitions and dividends. Presidio Holdings was also subject to certain financial covenants, which include a total debt to adjusted EBITDA ratio and an interest coverage ratio. The March 2011 Credit Facilities permitted up to the greater of $175.0 million or 150.0% of consolidated EBITDA, as defined therein, for the accounts payable – floor plan arrangement described in Note 9.

March 2011 Term Loan –The March 2011 Term Loan was originally issued as a $325.0 million term loan with a maturity of March 31, 2017. The December 30, 2011 and February 29, 2012 amendments resulted, among other things, in the issuance of incremental term loan borrowings. The August 9, 2012 amendment, among other

F-36

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

things, modified the interest rate of term loan borrowings and increased the principal of the term loan to $385.0 million and left the maturity unchanged. The March 26, 2014 amendment related to a dividend recapitalization and increased the principal of the term loan to $650.0 million and left the maturity unchanged.

Interest under the March 2011 Term Loan was subject to periodic election by the Company of borrowings as a base rate loan or a Eurodollar loan.

• For base rate loans, interest was payable quarterly at a fluctuating per annum rate equal to the sum of a benchmark rate, as determined as the highest of (i) the prime rate, (ii) the federal funds open rate plus 0.5%, or (iii) the daily LIBOR rate plus 1.00%, plus a margin of 4.50% (the 4.50% margin was reduced to 3.50% as a result of the August 9, 2012 amendment and again reduced to 3.00% as a result of the March 26, 2014 amendment).

• For Eurodollar loans, interest was payable periodically at the London Interbank Offered Rate (LIBOR), subject to a LIBOR floor of 1.75% (the 1.75% LIBOR floor was reduced to 1.25% as part of the August 9, 2012 amendment and again reduced to 1.00% as part of the March 26, 2014 amendment), plus a margin of 5.50% (the 5.50% margin was reduced to 4.50% as part of the August 9, 2012 amendment and again reduced to 4.00% as part of the March 26, 2014 amendment).

Interest on the March 2011 Term Loan was at a rate of 5.00% as of June 30, 2014.

The March 2011 Term Loan amortized quarterly at 2.50% per quarter until the August 9, 2012 amendment, which reduced the amortization to 0.25% quarterly for the first eight quarters subsequent to the amendment, and 1.25% per quarter thereafter. The March 26, 2014 amendment required quarterly amortization of 0.25% per quarter for the first two quarters beginning June 30, 2014 and then 1.25% per quarter thereafter.

The March 2011 Term Loan was secured by a lien on all assets with the exception of certain assets of a subsidiary of the Company which are subordinated to the collateral under the accounts payable – floor plan arrangement described in Note 9.

In accordance with modification accounting, the March 26, 2014 amendment to the March 2011 Credit Facilities resulted in $3.4 million of additional debt issuance costs and a $2.7 million loss on extinguishment of debt associated during the year ended June 30, 2014. The $3.4 million in debt issuance costs was comprised of $1.6 million of deferred financing costs and $1.8 million in original issue discount associated with $296.0 million of the $650.0 million term loan being issued at par and the remaining $354.0 million issued at 99.5% of par.

As described above and in Note 2, as part of the Presidio Acquisition, the March 2011 Credit Facilities were extinguished and replaced with the February 2015 Credit Facilities. As a result, the remaining $7.5 million of debt issuance costs associated with the March 2011 Term Loan were expensed during the period ended February 1, 2015 as a loss on the extinguishment of debt in the Company’s consolidated statement of operations.

March 2011 Revolver – The March 2011 Revolver was originally a $22.0 million revolving credit facility with a sublimit of $22.0 million available for letters of credit and a maturity of March 31, 2014. The December 30, 2011 amendment increased the facility to $42.0 million with a sublimit of $25.0 million available for letters of credit. The August 9, 2012 amendment increased the facility to $52.5 million and extended the maturity to August 9, 2015, with no change in the sublimit. The March 26, 2014 amendment extended the maturity to March 31, 2017 with no changes to the available funding under the facility or sublimit.

The March 2011 Revolver had no scheduled repayments; until maturity, Presidio Holdings was permitted to borrow, repay and re-borrow as long as the outstanding balance and commitments for letters of credit did not exceed the limit.

F-37

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Interest under the March 2011 Revolver was subject to periodic election of borrowings as a base rate loan or a Eurodollar loan.

• For base rate loans, interest was payable quarterly at a fluctuating per annum rate equal to the sum of a benchmark rate, as determined as the highest of (i) the prime rate, (ii) the federal funds open rate plus 0.5%, or (iii) the daily LIBOR rate plus 1.00%, plus a margin of 0.75% to 2.50%.

• For Eurodollar loans, interest was payable periodically at the London Interbank Offered Rate (LIBOR) plus a margin of 1.75% to 3.50%.

The margin on the March 2011 Revolver was reset quarterly based on Presidio Holdings’ ratio of total debt to adjusted EBITDA.

The Company also incurred a commitment fee based on Presidio Holdings’ ratio of total debt to adjusted EBITDA of 0.25% to 0.60% on the average unused balance.

Senior and Senior Subordinated Notes

In conjunction with the Presidio Acquisition described in Note 2, on February 2, 2015, Presidio Holdings issued a series of senior notes (“Senior Notes”) in an aggregate principal amount of $250.0 million, and a series of senior subordinated notes (“Senior Subordinated Notes”) in an aggregate amount of $150.0 million (collectively referred to as the “Notes”), each of which will mature on February 15, 2023. The Company incurred $16.0 million of financing costs associated with the issuance of the Notes, of which $10.0 million was recorded as debt issuance costs and $6.0 million of bridge financing commitment fees that were not utilized by the Company was expensed as interest expense in the consolidated statement of operations in the period ending June 30, 2015. The Notes were issued at par with no original issue discount. Interest on the Notes accrues at a rate of 10.25% per annum and is payable semi-annually in cash on February 15 and August 15 of each year, commencing August 15, 2015. The Notes are fully and unconditionally guaranteed, jointly and severally, by Presidio Holdings’ present and future direct or indirect wholly owned material domestic subsidiaries that guarantee or are directly liable in respect of the senior facilities or certain other future credit facilities or future capital markets indebtedness.

On August 28, 2015, Presidio Holdings repurchased from an unaffiliated third party and subsequently retired $38.2 million of its Senior Subordinated Notes for $37.4 million (98.0% of par). As a result of the retirement of this debt, the Company recorded a $0.1 million loss on extinguishment of debt, net of a $0.9 million write off of debt issuance costs.

On June 9, 2016 and June 14, 2016, Presidio Holdings repurchased from an unaffiliated third party and subsequently retired $2.0 million of Senior Notes at 101.5% of par value and $25.6 million of Senior Notes at 104.75% of par value, respectively. As a result of the retirement of this debt, the Company recorded a $1.8 million loss on extinguishment of debt, of which $0.6 million was associated with the write off of debt issuance costs.

The Senior Notes and the related guarantees are senior unsecured obligations of Presidio Holdings and the guarantors, respectively. The Senior Subordinated Notes and the related guarantees are senior subordinated obligations of Presidio Holdings and the guarantors, respectively.

Prior to February 15, 2018, Presidio Holdings may redeem some or all of the Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest, plus an applicable make-whole premium. On or after February 15, 2018, Presidio Holdings may redeem some or all of the Notes at certain

F-38

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

specified redemption prices, plus accrued and unpaid interest. Additionally, on or prior to February 15, 2018, Presidio Holdings may redeem up to 40% of the aggregate principal amount of each series of Notes with the net proceeds of specified equity offerings at specified redemption prices, provided that at least 50% of the initial principal amount of each series of Notes remains outstanding.

The indentures governing the Notes limit, among other things, Presidio Holdings’, and its guarantor subsidiaries’ ability to:

• incur or guarantee additional indebtedness;

• pay dividends or distributions on, or redeem or repurchase, capital stock and make other restricted payments;

• make investments;

• consummate certain asset sales;

• engage in transactions with affiliates, including the Company;

• grant or assume liens; and

• consolidate, merge or transfer all or substantially all of Presidio Holdings’ assets.

Most of the restrictive covenants will cease to apply for so long as the Notes are rated investment grade by both Standard & Poor’s and Moody’s. The indentures governing the Notes also contain customary events of default.

Receivables Securitization Facility

The Company maintains an accounts receivable securitization facility (“Receivables Securitization Facility”) originally issued in April 2008 whereby each of PNS and Atlantix sells its trade receivables on a continuous basis to a wholly owned non-operating subsidiary of the Company, Presidio Capital Funding, LLC (“PCF”). PCF then grants, without recourse, a senior undivided security interest in the pooled receivables to the administrative agent of the facility, PNC Bank, while maintaining a subordinated undivided security interest in any over-collateralization of the pooled receivables. Presidio LLC services the receivables for PCF at market rates, and accordingly, no servicing asset or liability has been recorded. Upon and after the sale or contribution of the accounts receivable to PCF, such accounts receivable are legally assets of PCF and, as such, are not available to creditors of the Company or its other subsidiaries.

The Receivables Securitization Facility provides for borrowing capacity subject to a borrowing limit that is based on eligible receivables, as defined in the securitization agreements. Interest is calculated daily but payable monthly based on a Eurodollar borrowing rate plus a utilized program fee of 1.40%. The Company also incurs a commitment fee of 0.50% or 0.40%, depending on utilization. At June 30, 2016, the interest rate was 1.87% and the commitment fee was 0.50%.

In connection with the Presidio Acquisition described in Note 2, the committed amount of the Receivables Securitization Facility was increased from $150.0 million to $200.0 million, and the maturity date was extended from March 31, 2017 to the date three years after the closing of the Presidio Acquisition, which is February 2, 2018. The February 2, 2015 amendment to the Receivables Securitization Facility resulted in $0.8 million of additional debt issuance costs.

On February 8, 2016, the Receivables Securitization Facility was amended to increase the commitment amount from $200.0 million to $250.0 million. All other terms and conditions remained unchanged. The Company incurred $0.1 million in deferred financing costs associated with the February 8, 2016 amendment.

F-39

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Accounts receivable purchased by PCF are subject to the satisfaction of customary conditions, including the absence of a termination event and the accuracy of representations and warranties. The obligations under the Receivables Securitization Facility are secured by PCF’s right, title and interest in the pool of receivables and certain related assets. The facility requires that Presidio LLC comply with a minimum fixed charge coverage ratio of 1.0 to 1.0 if its excess liquidity, as defined in the facility, falls below $35.0 million for at least five consecutive days. The Company was in compliance with this covenant as of June 30, 2016.

As of June 30, 2016, there was $5.0 million outstanding under the Receivables Securitization Facility. As of June 30, 2015, there were no outstanding borrowings under the facility. The Company had $196.0 million and $181.6 million available under the Receivables Securitization Facility based on the collateral available as of June 30, 2016 and 2015, respectively.

Debt Issuance Costs

The Company amortizes original issue discount and deferred financing costs (debt issuance cost) using the effective interest method over the life of the related debt instrument, and such amortization is included in interest expense in the consolidated statements of operations.

The following table presents the debt issuance costs for the periods presented (in millions):

	Other Assets			Long-Term Debt
	Revolving credit facilities			Term loan, due March 2017			Term loan, due February 2019			Term loan facility, due February 2022			Senior notes			Senior subordinated notes			Total
Predecessor
Balance, June 30, 2013	$	1.4		$	13.1		$	—		$	—		$	—		$	—		$	14.5
Additions		0.3			3.1			—			—			—			—			3.4
Extinguishments		—			(2.7	)		—			—			—			—			(2.7	)
Amortization		(0.6	)		(3.8	)		—			—			—			—			(4.4	)
Balance, June 30, 2014		1.1			9.7			—			—			—			—			10.8
Additions		—			—			—			—			—			—			—
Extinguishments		—			(7.5	)		—			—			—			—			(7.5	)
Amortization		(0.2	)		(2.2	)		—			—			—			—			(2.4	)
Balance, February 1, 2015	$	0.9		$	—		$	—		$	—		$	—		$	—		$	0.9
Successor
Balance, November 20, 2014	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Presidio Acquisition		0.9			—			—			—			—			—			0.9
Additions		2.1			—			—			33.0			6.3			3.7			45.1
Extinguishments		—			—			—			(0.5	)		—			—			(0.5	)
Amortization		(0.1	)		—			—			(2.1	)		(0.3	)		(0.2	)		(2.7	)
Balance, June 30, 2015		2.9			—			—			30.4			6.0			3.5			42.8
Additions		0.1			—			8.4			1.0			—			—			9.5
Extinguishments		—			—			(7.7	)		—			(0.6	)		(0.9	)		(9.2	)
Amortization		(1.1	)		—			(0.7	)		(4.7	)		(0.8	)		(0.3	)		(7.6	)
Balance, June 30, 2016	$	1.9		$	—		$	—		$	26.7		$	4.6		$	2.3		$	35.5

F-40

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Long-Term Debt Maturities

As of June 30, 2016, the maturities of long-term debt were as follows:

Years ending June 30,
2017	$	7.4
2018		12.4
2019		7.4
2020		7.4
2021		7.4
2022 and thereafter		1,029.6
Total	$	1,071.6

Interest Rate Swaps

During the year ended June 30, 2014, the Company had two interest rate swap agreements that expired. Prior to expiration, each interest rate swap effectively converted the interest rate on a portion of the Company’s debt from floating rate to fixed rate. The forward interest rate swaps had a notional amount and fixed LIBOR rate, respectively, of $125.0 million at 2.12% for the period between September 17, 2012 through March 16, 2014, and $50.0 million at 1.58% for the period between December 24, 2012 and June 23, 2014.

For the year ended June 30, 2014 there are mark-to-market gains of $2.2 million relating to the change in fair value of an interest rate swap agreement.

During the periods ended subsequent to June 30, 2014, the Company did not have any outstanding interest rate swap agreements.

Note Payable to Former Shareholder

During the year ended June 30, 2014, the Company repaid $3.0 million on the note payable to a former shareholder of Presidio Holdings that was issued in connection with the repurchase of the former shareholder’s common stock. As of June 30, 2014, the note was paid in full.

Note 12. Fair Value Measurements

For certain of the Company’s financial instruments, including cash and cash equivalents, accounts and unbilled receivables, accounts payable – trade, accounts payable – floor plan, and other accrued liabilities, the carrying amount approximates fair value due to the short-term maturities of these instruments. Additionally, the Company’s financing receivables and acquisition-related liabilities were measured at their respective fair values upon initial recognition.

F-41

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The fair value hierarchy for our financial assets and liabilities measured at fair value was as follows (in millions):

			Fair Value Measurement
June 30, 2015	Carrying value		Level 1		Level 2		Level 3
Liabilities:
Term loan	$	573.6	$	—	$	575.3	$	—
Senior notes		250.0		—		258.3		—
Senior subordinated notes		150.0		—		132.6		—
Total	$	973.6	$	—	$	966.2	$	—
			Fair Value Measurement
June 30, 2016	Carrying value		Level 1		Level 2		Level 3
Liabilities:
Receivables securitization facility	$	5.0	$	—	$	—	$	5.0
Term loan		732.3		—		714.0		—
Senior notes		222.5		—		227.6		—
Senior subordinated notes		111.8		—		115.7		—
Total	$	1,071.6	$	—	$	1,057.3	$	5.0

The fair value of the Company’s term loans, senior notes and senior subordinated notes is estimated based on quoted market prices for the debt, which is traded in over-the-counter secondary markets that are not considered active. The carrying value of the Company’s term loans, senior notes and senior subordinated notes excludes unamortized debt issuance costs.

For certain of the Company’s nonfinancial assets, including goodwill, intangible assets and property and equipment, the Company may be required to assess the fair values of these assets, on a recurring or nonrecurring basis, and record an impairment if the carrying value exceeds the fair value. In determining the fair value of these assets, the Company may use a combination of valuation methods which include Level 3 inputs. For the periods presented, there were no impairments charges. See Notes 1 and 8 for additional information regarding the Company’s determination of fair value regarding goodwill and indefinite-lived intangible assets.

In conjunction with the acquisitions discussed in Note 2, the Company used a combination of valuation methods which include Level 3 inputs in determining the fair values of the assets and liabilities acquired as well as the fair value of the consideration transferred, which included equity and equity instruments.

Note 13. Commitments and Contingencies

Operating leases – The Company leases office space in approximately 67 locations under operating leases which were generally five to seven years in duration at lease inception, with an average remaining life of 2.9 years at June 30, 2016. Total rent expense charged to operations was $9.0 million for the year ended June 30, 2016, $3.8 million for the period ended June 30, 2015, $5.4 million for the period ended February 1, 2015 and $9.2 million for the year ended June 30, 2014.

F-42

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Future minimum rental payments required under the leases are as follows (in millions):

Years ending June 30,
2017	$	10.0
2018		8.4
2019		7.5
2020		6.4
2021		5.0
2022 and thereafter		10.0
Total	$	47.3

Claims and assessments – In the normal course of business, the Company is subject to certain claims and assessments that arise in the ordinary course of business. The Company records a liability when the Company believes that it is both probable that a loss has been incurred and the amount can be reasonably estimated. Significant judgment is required to determine the outcome and the estimated amount of a loss related to such matters. Management believes that there are no claims or assessments outstanding which would materially affect the consolidated results of operations or financial position of the Company.

On July 14, 2015, the Company received a subpoena from the Office of Inspector General for the General Services Administration (“GSA”) seeking various records relating to GSA contracting activity by us during the period beginning in April 2005 through the present. The subpoena is part of an ongoing law enforcement investigation being conducted by the GSA and requests a broad range of documents relating to business conduct in the GSA Multiple Award Schedule program. The Company is fully cooperating with the Inspector General in connection with the subpoena.

On March 11, 2016, the Company received a subpoena from the Office of Treasury Inspector General for Tax Administration for the Department of the Treasury seeking various records from January 1, 2014 through the present relating to Company contracts with the Internal Revenue Service, as well as the Company’s interactions with other parties named in the subpoena who were involved in such contracts. The Company is fully cooperating with the Treasury Inspector General in connection with the subpoena.

As these matters are ongoing, the Company is unable to determine their likely outcome and is unable to reasonably estimate a range of loss, if any, at this time. Accordingly, no provision for these matters has been recorded.

Note 14. Stockholders’ Equity

In accordance with the terms of the credit agreements and the notes indentures, Presidio Holdings has certain limitations on its ability to declare and pay dividends. These limitations include restrictions on the transfer of cash and/or other property between Presidio LLC, Presidio Holdings and Presidio, Inc.

All dividends declared are subject to Board approval and will depend on the Company’s results of operations, financial condition, business prospects, capital requirements, contractual restrictions, potential indebtedness the Company may incur, restrictions imposed by applicable law, tax considerations and other factors that the Company’s Board of Directors deems relevant.

During the year ended June 30, 2014, Presidio Holdings completed a dividend recapitalization by amending its legacy credit agreement and declaring a special, one-time $0.46 per share dividend payable to shareholders of

F-43

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

record on March 21, 2014. The dividends paid exceeded the Company’s retained earnings balance at the time of declaration and as a result, the excess was recorded as a reduction to additional paid-in capital.

Note 15. Share-based Compensation

On February 2, 2015, concurrent with the Presidio Acquisition discussed in Note 2, the Company adopted the Presidio, Inc. Long-Term Incentive Plan (“Presidio LTIP”) under which employees, directors and officers of the Company may be granted equity interests in Presidio, Inc. in the form of incentive and nonqualified stock options, stock appreciation rights, restricted stock and other stock-based awards. This plan was effective during the periods after the Presidio Acquisition, and as of June 30, 2016, the only awards issued and outstanding under the plan are nonqualified stock options.

Prior to the Presidio Acquisition, for the period ended February 1, 2015 and the year ended June 30, 2014, the Company’s incentive plan was the Presidio Holdings Inc. Long-Term Incentive Plan (“Presidio Holdings LTIP”). During that time, the Company had authorized, issued and outstanding nonqualified stock options and stock appreciation rights (“SARs”).

The purpose of both plans is to align the economic interests of the employees, directors and officers with the interests of the stockholders by including equity as a component of pay and to attract, motivate and retain experienced and knowledgeable employees.

Presidio, Inc. LTIP (Successor)

The nonqualified stock options issued under the Presidio LTIP are comprised of newly issued options and fully vested options that were rolled over from the Presidio Holdings LTIP at the time of the Presidio Acquisition (the “Rolled options”). As of June 30, 2016, 5,143,509 nonqualified stock options had been authorized to be issued and 4,418,144 were issued and outstanding, including 866,411 Rolled options that were fully vested.

The newly issued options are primarily issued proportionally as 50% Tranche A options, 25% Tranche B options and 25% Tranche C options.

The Tranche A options are service-based options and vest in equal installments on each of the first five anniversaries of the grant date, subject to the employee’s continued employment or the director’s continued service with the Company through these dates.

The Tranche B and Tranche C options are performance- and market-based options, with vesting being contingent upon the achievement of certain market conditions by the Apollo funds in cash pursuant to a liquidity event, subject to the employee’s continued employment with the Company through the date of achievement.

In the event of a change in control, any Tranche A options that have not previously vested shall become fully vested and exercisable at the time of such change in control, subject to the employee’s continued employment with the Company through this date. Any Tranche B and Tranche C options that have not vested prior to, or become vested at the time of, a change in control shall be converted into time-vesting options that vest in equal annual installments on each anniversary of the change in control occurring during the remainder of the option term, subject to the employee’s continued employment with the Company through these dates. In the event of an initial public offering, all options shall remain outstanding and continue to vest in accordance with their original vesting terms.

F-44

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Presidio Holdings Inc. LTIP (Predecessor)

The nonqualified stock options of the Predecessor were comprised of core options and performance options, as well as options rolled over from a previous equity incentive plan (the “Predecessor Rolled options”). The Predecessor Rolled options were fully vested as of March 31, 2011. The core options contained only a service element and vested and became exercisable in equal installments on each of the first five anniversaries of the grant. The vesting of the performance options was contingent upon both a change of control and the achievement of an internal rate of return and return on investment.

The SARs of the Predecessor were comprised of performance SARs and SARs rolled over from a previous equity incentive plan (the “Predecessor Rolled SARs”). The Predecessor Rolled SARs were fully vested at March 31, 2011. The performance SARs had the same performance conditions as the nonqualified stock options, with the exception that the SARs could only be settled in cash. Due to the required cash settlement, the SARs were liability classified.

Both the nonqualified stock options and SARs were exercisable over a ten-year period from the grant date.

During the period ended February 1, 2015, a change of control became probable and all outstanding, unvested core and performance awards were accelerated to 100% vested as of February 1, 2015. The acceleration of all outstanding awards included the recognition of expense associated with the performance awards which had previously not had expense recognized due to the performance condition not being considered probable of achievement. The accelerated compensation expense included grant date expense and incremental share-based compensation cost that resulted from the modification of awards associated with the dividend recapitalization discussed below.

Certain Predecessor options were rolled into the new Presidio LTIP as a result of the acquisition, and incremental compensation expense of $0.4 million was recognized in the period ended June 30, 2015 as a result of the difference in fair value as determined using a Black-Scholes model. The 7,933,856 vested core options and 1,466,172 vested performance options from the Predecessor entity which were rolled were exchanged for 885,344 vested options of the Successor entity in a manner that held each employee’s intrinsic value constant.

During the year ended June 30, 2014, the Company completed a dividend recapitalization by amending its credit agreement and declaring a special, one-time dividend payable to shareholders of record on March 21, 2014. In conjunction with the dividend recapitalization, the Company modified the strike price for the majority of the outstanding awards in an equity restructuring to keep the intrinsic value of the awards consistent before and after the dividend. The strike price of the awards was the only feature that was modified.

All employees holding outstanding awards at the time of the dividend recapitalization were impacted by the modification. Certain outstanding awards could not have their strike price modified (based on consideration of Section 409A of the Internal Revenue Code), and as a result, the Company made a special payment of $6.3 million to the respective award holders that was recognized in transaction costs within the Company’s consolidated statement of operations for the year ended June 30, 2014.

Furthermore, there were other outstanding awards for which the strike price could be partially adjusted, but could not be adjusted for the full value of the dividend due to Section 409A of the Internal Revenue Code. As a result, the holders of these awards received the right to receive a change of control payment for the difference. Due to the Presidio Acquisition, the Company recognized $3.4 million of compensation expense presented within transaction costs in the consolidated statement of operations for the period ended February 1, 2015. The incremental share-based compensation cost related to the modification of core awards recognized was

F-45

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

$2.9 million and $3.9 million through February 1, 2015 and June 30, 2014, respectively. The incremental share-based compensation cost related to the modification of performance awards recognized was $5.7 million on February 1, 2015.

Nonqualified Option Activity

A summary of the nonqualified stock option activity was as follows:

	Core & Rolled options outstanding
	Total outstanding options							Vested (exercisable) options							Nonvested options
				Weighted-average							Weighted-average							Weighted-average
Predecessor	Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value
Balance, June 30, 2013		42,664,395		$	0.57	$	0.24		18,701,668		$	0.50	$	0.18		23,962,727		$	0.61	$	0.28
Granted		929,998			1.10		0.42		—			—		—		929,998			1.10		0.42
Vested		—			—		—		7,224,332			0.43		0.37		(7,224,332	)		0.43		0.37
Exercised		(350,539	)		0.20		0.34		(350,539	)		0.20		0.34		—			—		—
Forfeited		(2,103,127	)		0.73		0.30		(615,345	)		0.73		0.18		(1,487,782	)		0.73		0.35
Expired		—			—		—		—			—		—		—			—		—
Balance, June 30, 2014		41,140,727			0.30		0.41		24,960,116			0.32		0.33		16,180,611			0.27		0.52
Granted		—			—		—		—			—		—		—			—		—
Vested		—			—		—		16,164,611			0.27		0.52		(16,164,611	)		0.27		0.52
Exercised		(101,770	)		0.16		0.49		(101,770	)		0.16		0.49		—			—		—
Forfeited		(20,000	)		0.59		0.48		(4,000	)		0.59		0.48		(16,000	)		0.59		0.48
Expired		—			—		—		—			—		—		—			—		—
Settled(1)		(33,085,101	)		0.32		0.37		(33,085,101	)		0.32		0.37		—			—		—
Rolled(1)		(7,933,856	)		0.23		0.55		(7,933,856	)		0.23		0.55		—			—		—
Balance, February 1, 2015		—		$	—	$	—		—		$	—	$	—		—		$	—	$	—

	Tranche A & Rolled options outstanding
	Total outstanding options							Vested (exercisable) options							Nonvested options
				Weighted-average							Weighted-average							Weighted-average
Successor	Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value		Number of options			Exercise price		Fair value
Balance, November 20, 2014		—		$	—	$	—		—		$	—	$	—		—		$	—	$	—
Rolled(1)		885,344			2.60		7.77		885,344			2.60		7.77		—			—		—
Granted		1,656,750			10.00		3.24									1,656,750			10.00		3.24
Exercised		—			—		—		—			—		—		—			—		—
Forfeited		(5,000	)		10.00		3.24		—			—		—		(5,000	)		10.00		3.24
Expired		—			—		—		—			—		—		—			—		—
Balance, June 30, 2015		2,537,094			7.42		4.82		885,344			2.60		7.77		1,651,750			10.00		3.24
Granted		244,700			17.15		6.05		—			—		—		244,700			17.15		6.05
Vested		—			—		—		329,250			10.00		3.24		(329,250	)		10.00		3.24
Exercised		(11,928	)		2.86		7.48		(11,928	)		2.86		7.48		—			—		—
Forfeited		(119,078	)		10.37		3.73		(7,005	)		2.86		7.48		(112,073	)		10.84		3.50
Expired		—			—		—		—			—		—		—			—		—
Balance, June 30, 2016		2,650,788		$	8.20	$	4.97		1,195,661		$	4.63	$	6.53		1,455,127		$	11.14	$	3.69

F-46

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

	Tranche B & C options outstanding
	Total outstanding options							Vested (exercisable) options						Nonvested options
				Weighted-average						Weighted-average							Weighted-average
Successor	Number of options			Exercise price		Fair value		Number of options		Exercise price		Fair value		Number of options			Exercise price		Fair value
Balance, November 20, 2014		—		$	—	$	—		—	$	—	$	—		—		$	—	$	—
Granted		1,649,250			10.00		3.80		—		—		—		1,649,250			10.00		3.80
Exercised		—			—		—		—		—		—		—			—		—
Forfeited		(5,000	)		10.00		3.80		—		—		—		(5,000	)		10.00		3.80
Expired		—			—		—		—		—		—		—			—		—
Balance, June 30, 2015		1,644,250			10.00		3.80		—		—		—		1,644,250			10.00		3.80
Granted		237,176			17.14		6.18		—		—		—		237,176			17.14		6.18
Vested		—			—		—		—		—		—		—			—		—
Exercised		—			—		—		—		—		—		—			—		—
Forfeited		(114,070	)		10.83		4.09		—		—		—		(114,070	)		10.83		4.09
Expired		—			—		—		—		—		—		—			—		—
Balance, June 30, 2016		1,767,356		$	10.90	$	4.11		—	$	—	$	—		1,767,356		$	10.90	$	4.11

(1) In conjunction with the Presidio Acquisition, certain employees rolled the value of their vested Predecessor stock options into vested Successor stock options. For those employees that did not roll their stock options, the outstanding stock options were cancelled in exchange for a cash payment equal to their intrinsic value at the acquisition price.

Vested and Expected to Vest

A summary of nonqualified stock options that are vested or expected to vest was as follows:

	Number of options		Weighted- average exercise price		Intrinsic value (in millions)		Weighted- average remaining contract term (in years)
Predecessor
Balance, June 30, 2014		37,437,735	$	0.31	$	15.6		6.6
Balance, February 1, 2015		—		—		—		—
Successor
Balance, June 30, 2015		2,179,533	$	6.99	$	6.5		9.6
Balance, June 30, 2016		2,492,485		8.01		23.6		7.7

Intrinsic Values

A summary of the intrinsic values of nonqualified stock options was as follows (in millions):

			Core & Rolled options outstanding						Performance options outstanding
Predecessor	Exercised during the period ended		Total outstanding options		Vested (exercisable) options		Nonvested options		Nonvested options
June 30, 2014	$	0.3	$	27.8	$	16.4	$	11.4	$	18.4
February 1, 2015		0.1		—		—		—		—

F-47

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

			Tranche A & Rolled options outstanding						Tranche B & C options outstanding
Successor	Exercised during the period ended		Total outstanding options		Vested (exercisable) options		Nonvested options		Nonvested options
June 30, 2015	$	—	$	6.5	$	6.5	$	—	$	—
June 30, 2016		0.2		24.6		15.4		9.2		11.7

Fair Value Assumptions

The weighted-average assumptions used in the Black-Scholes and Monte Carlo valuations to calculate the fair value of the awards granted during the periods were as follows:

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Nonqualified stock options:
Expected life (in years)(2)		6.5			N/A	(1)		6.5			6.5
Expected volatility		43.4	%		N/A	(1)		28.3	%		32.2	%
Average risk-free interest rate		2.0	%		N/A	(1)		1.9	%		1.8	%
Dividend yield		0.0	%		N/A	(1)		0.0	%		0.0	%

(1) There were no grants issued during the period from July 1, 2014 to February 1, 2015.

(2) The expected life assumption for the Tranche B and C awards used in the Monte Carlo simulation varied based on the outcomes of each scenario performed.

The expected stock price volatility is based on the average of the historical volatility of public companies in industries similar to the Company. The risk-free interest rate is based on U.S. Treasury yields in effect at the time of grant over the expected term of the option. The Company has insufficient historical data regarding the expected life of options and therefore uses the simplified method to calculate the expected life.

Stock Appreciation Rights

There were no grants, exercises, forfeitures or cancellations during the year ended June 30, 2016 or the periods ended June 30, 2015 and February 1, 2015. All SARs outstanding were cash settled on February 1, 2015 in conjunction with the Presidio Acquisition.

During the year ended June 30, 2014, the Company granted 7,214,500 SARs at a weighted-average exercise price of $0.63. There were no exercises, forfeitures or cancellations during the year ended June 30, 2014.

F-48

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Share-Based Compensation Expense

The following table summarizes the share-based compensation expense and realized tax benefits upon exercise as follows (in millions):

	Predecessor					Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Year ended June 30, 2016
Nonqualified stock options	$	5.7		$	17.3	$	1.0	$	2.2
Stock appreciation rights		(0.2	)		2.8		—		—
Total	$	5.5		$	20.1	$	1.0	$	2.2
Selling expenses	$	2.3		$	8.5	$	0.4	$	0.9
General and administrative expenses		3.2			11.6		0.6		1.3
Total	$	5.5		$	20.1	$	1.0	$	2.2
Tax benefits realized	$	0.2		$	19.5	$	—	$	0.1

As of June 30, 2016, there was $3.6 million of unrecognized compensation costs related to Tranche A options which is expected to be recognized as expense over a weighted-average period of 4.0 years. As of June 30, 2016, there was $7.3 million of unrecognized compensation costs related to Tranche B and C options which will be recognized when the achievement of the performance condition is deemed probable.

Note 16. Earnings (Loss) Per Share

The following is a reconciliation of the weighted-average number of shares used to compute basic and diluted net earnings (loss) per share (in millions, except for share and per share data):

	Predecessor					Successor
	Year ended June 30, 2014		July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Numerator:
Earnings (loss)	$	32.5	$	(5.1	)	$	(24.3	)	$	(3.4	)
Denominator:
Weighted-average shares – basic		561,829,775		561,886,602			35,005,269			35,558,981
Effect of dilutive securities:
Stock options		10,826,524		—			—			—
Weighted-average shares – diluted		572,656,299		561,886,602			35,005,269			35,558,981
Earnings (loss) per share:
Basic	$	0.06	$	(0.01	)	$	(0.69	)	$	(0.10	)
Diluted	$	0.06	$	(0.01	)	$	(0.69	)	$	(0.10	)

F-49

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Potentially dilutive securities that have been excluded from the computation of diluted weighted-average shares of common stock outstanding because their inclusion would have been anti-dilutive consists of the following:

	Predecessor				Successor
	Year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Year ended June 30, 2016
Stock options excluded from EPS because of anti-dilution		242,307		64,811,805		2,537,094		2,650,788
Stock options excluded from EPS because performance condition had not been met		24,395,687		—		1,644,250		1,767,356
Total stock options excluded from EPS		24,637,994		64,811,805		4,181,344		4,418,144

Note 17. Income Taxes

The following table summarizes the expense (benefit) for income taxes (in millions):

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Current:
Federal	$	30.8		$	(1.7	)	$	(0.2	)	$	18.4
State		5.3			1.4			0.6			5.0
Deferred:
Federal		(12.2	)		4.4			(11.4	)		(17.4	)
State		0.5			(0.9	)		(1.6	)		(2.2	)
Total income tax expense (benefit)	$	24.4		$	3.2		$	(12.6	)	$	3.8

The difference between the tax provision at the statutory federal income tax rate and the effective rate on income was as follows:

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Statutory federal income tax rate		35.0	%		35.0	%		35.0	%		35.0	%
Increase (decrease) in rate resulting from:
State taxes, net of federal benefits		4.5			(7.1	)		2.3			175.0
Permanent adjustments		1.1			(187.1	)		(4.4	)		250.0
State tax rate change on deferred items		—			—			—			340.0
Provision to return adjustments		1.5			(5.8	)		—			125.0
Uncertain tax positions		0.8			(3.4	)		1.2			25.0
Effective tax rate		42.9	%		(168.4	)%		34.1	%		950.0	%

F-50

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

The Company’s effective income tax rate for the year ended June 30, 2016 was higher than the statutory rate primarily due to the impact on the nominally small pre-tax income of unfavorable permanent differences and the impact of the revaluation of deferred tax balances related to the state tax rate change.

The Company’s effective income tax rate for the period ended June 30, 2015 was lower than the statutory rate primarily due to the impact on the pre-tax loss of unfavorable permanent differences for the recognition of certain expenses in the Successor financial statements associated with the Presidio Acquisition as described in Note 2.

The Company’s effective income tax rate for the period ended February 1, 2015 was lower than the statutory rate primarily due to the impact on the pre-tax loss of unfavorable permanent differences for the recognition of certain expenses in the Predecessor financial statements associated with the Presidio Acquisition. The impact of the permanent differences created income tax expense in relation to the short period pre-tax loss.

The Company’s effective income tax rate for the year ended June 30, 2014 was higher than statutory primarily due to the unfavorable permanent differences and the impact of provision to return adjustments.

Deferred income taxes reflect the net effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The significant components of the Company’s deferred tax assets (liabilities) were as follows (in millions):

	June 30, 2015						June 30, 2016
	Current			Non-current			Non-current(1)
Deferred tax assets:
Accrued expenses	$	13.9		$	—		$	20.5
Bad debt		0.9			—			1.2
Share-based compensation		—			2.7			3.8
Acquisition related		—			4.4			4.6
Net operating losses		3.7			—			0.1
Other		—			1.2			—
Total deferred tax assets		18.5			8.3			30.2
Deferred tax liabilities:
Intangibles		—			(296.3	)		(272.2	)
Leases		—			(26.1	)		(33.3	)
Debt issuance costs		—			(11.2	)		(8.4	)
Depreciation		—			(0.6	)		(4.1	)
Other		(0.2	)		—			(0.2	)
Total deferred tax liabilities		(0.2	)		(334.2	)		(318.2	)
Total net deferred tax assets (liabilities)	$	18.3		$	(325.9	)	$	(288.0	)

(1) During the year ended June 30, 2016, the Company adopted ASU 2015-17, Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes, which requires that deferred tax liabilities and assets be classified as non-current in a classified statement of financial position. The Company adopted this standard on a prospective basis and as a result, prior period financial statements have not been revised.

The Company believes that it is more likely than not, based on the weight of available evidence, that the deferred tax assets as shown will be realized when future taxable income is generated through the reversal of existing taxable temporary differences and income that is expected to be generated by businesses that have a history of

F-51

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

generating taxable income. As of June 30, 2016 and 2015, no valuation allowances have been recorded against the deferred tax assets.

The Company records a liability for uncertain tax positions if it is not more likely than not that the position will be sustained in an audit, including resolution of related appeals or litigation, if any. For positions that are more likely than not to be sustained, the liability recorded is measured as the largest benefit amount that is more than 50% likely to be realized upon ultimate settlement. As of June 30, 2016 and June 30, 2015, the Company had unrecognized tax benefits including interest and penalties of $1.6 million and $1.8 million, respectively. The $0.2 million net decrease in the liability is attributed to the statute of limitations expiring on certain state income tax returns offset by an increase in other uncertain tax positions. As of June 30, 2016, the Company believes that it is reasonably possible that the total amounts of unrecognized tax benefits will decrease by approximately $0.4 million within the next 12 months related to statutes of limitations on certain federal and state income tax returns expiring. The liability for uncertain tax positions is presented within other liabilities in the consolidated balance sheets.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits excluding interest and penalties is as follows (in millions):

	Predecessor					Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Balance, beginning of period	$	0.3		$	2.4	$	—		$	1.5
Increases for tax positions taken on acquired entities		—			—		2.4			—
Increases for tax positions taken in current period		0.6			—		—			—
Increases for tax positions taken in a previous period		2.5			—		—			0.3
Expiration of statute of limitations		(1.0	)		—		(0.9	)		(0.5	)
Balance, end of period	$	2.4		$	2.4	$	1.5		$	1.3

Interest and penalties recognized as part of income taxes from continuing operations was a net benefit of less than $0.1 million for the year ended June 30, 2016 as a result of the lapse of statute of limitations on uncertain tax positions. The total interest and penalties benefit was $0.3 million for the period ended June 30, 2015. Total interest and penalties expense was $0.2 million and $0.1 million for the period ended February 1, 2015 and for the year ended June 30, 2014, respectively. The cumulative interest and penalties recorded on the Company’s consolidated balance sheets was $0.3 million as of June 30, 2016 and 2015.

The Company files a consolidated federal income tax return and various consolidated state income tax returns. The Company’s federal and material state income tax years remain open to examination for the year ended June 30, 2013. Various state and local income tax returns are under examination by taxing authorities. We do not believe that the outcome of any examination will have a material impact on our financial statements.

Note 18. Major Customers and Suppliers

The Company’s revenue is derived from arrangements with enterprise, commercial, service provider, state and U.S. government customers. No customer accounted for more than 10% of the Company’s revenue during the year ended June 30, 2016, the period ended June 30, 2015, the period ended February 1, 2015 or the year ended

F-52

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

June 30, 2014. All accounts receivable are made on an unsecured basis and no customer balance comprised more than 10% of accounts receivable as of June 30, 2016 or 2015.

The Company’s solutions include products and services purchased directly and indirectly from manufacturers. Our purchases from a single manufacturer comprised approximately 67% of our purchases from all manufacturers for the year ended June 30, 2016, and 66%, 63% and 65% of the purchases for the period ended June 30, 2015, the period ended February 1, 2015 and the year ended June 30, 2014, respectively. No other manufacturers accounted for a significant concentration of the Company’s purchases during these periods.

Note 19. Related Party Transactions

Apollo Global Management, LLC (together with its subsidiaries, “Apollo”) is a leading alternative investment management firm which owns and operates businesses across a variety of industries. The Company recorded revenue to parties affiliated with Apollo of $2.0 million for the year ended June 30, 2016 and $0.3 million for the period ended June 30, 2015. As of June 30, 2016 the outstanding receivables associated with parties affiliated with Apollo were $0.2 million and as of June 30, 2015 the outstanding receivables were less than $0.1 million.

As of June 30, 2016 and 2015, affiliates of Apollo held an economic interest in $111.8 million of the outstanding Senior Subordinated Notes pursuant to a derivative agreement entered into with an unaffiliated third party who is the holder of the notes.

At issuance of the February 2016 Credit Facility, members of the Company’s management held $5.5 million of the $150.0 million term loan borrowing. This debt was fully repaid with the credit facility terminated at June 30, 2016. In issuing the credit facility, the Company incurred $0.5 million in deferred financing fees associated with an affiliate of Apollo.

At issuance, Presidio, Inc. held the $25.0 million term loan borrowing issued by Presidio Holdings under the Incremental Assumption Agreement and Amendment No. 2 to the Company’s February 2015 Credit Agreement. As of June 30, 2016, Presidio, Inc. had sold its holdings of the debt to an unaffiliated third party for a loss of $0.1 million as a result of the sale.

Also discussed in Note 11, during the year ended June 30, 2014, the Company repaid $3.0 million on the note payable to a former shareholder that was issued in connection with the repurchase of the former shareholder’s common stock. As of June 30, 2014, the note was paid in full.

The Company leases an office that is owned by members of the Company’s management. The office location was carried over from a prior acquisition and the Company has continued to renew the lease. Rent expense for the office was $0.3 million for the year ended June 30, 2016, $0.1 million for the period ended June 30, 2015, $0.2 million for the period ended February 1, 2015 and $0.3 million for the year ended June 30, 2014.

During the Predecessor periods, the Company incurred management fees to its former owners. Management fees were $1.5 million for the period ended February 1, 2015 and $2.0 million for the year ended June 30, 2014. Additionally, the Company incurred $12.7 million of consulting fees in the period ended February 1, 2015 to its former owners associated with the Presidio Acquisition. This expense is presented as transaction costs within the statement of operations.

F-53

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Note 20. Retirement Plan

The Company sponsors a defined contribution 401(k) plan covering substantially all employees of the Company who are age 21 or older and are not classified as excluded employees (which classification includes union employees, leased employees and certain nonresident aliens). Participants can elect to contribute a specific percentage or dollar amount and have that amount deposited into the plan as an elective deferral. All employee deferrals and Company contributions are subject to IRS limitations.

The Company provides a fixed matching contribution equal to 25% of the employee’s elective deferrals on up to 6% of compensation. In addition to the fixed matching contribution, the Company may make an additional discretionary contribution equal to a uniform percentage or dollar amount of the employee’s elective deferral. The annual discretionary matching contribution is based on Company performance and may be an additional 25% on up to 6% of compensation. Employment on the last day of the year is required to receive the annual discretionary match and it is typically funded approximately ten months following the end of the calendar year to which it relates.

Employer contributions in the plan generally vest equally over a five-year period based on plan years in which an employee works at least 1,000 hours.

Total employer contribution expense was $6.1 million for the year ended June 30, 2016, $2.9 million for the period ended June 30, 2015, $3.2 million for the period ended February 1, 2015 and $4.9 million for the year ended June 30, 2014.

Note 21. Segment Information

During the periods presented the Company had two reportable segments: PNS focused on providing IT infrastructure solutions and services to customers and Atlantix focused on remarketing used and new IT infrastructure. As discussed in Note 3, on October 22, 2015, the Company sold the Atlantix business to a third party. Subsequent to the sale, the Company operates as a single reportable segment.

The Company’s chief operating decision-maker (“CODM”) primarily allocates resources and evaluates performance of the Company’s operating segments based on total revenue and Adjusted EBITDA (a non-GAAP measure). We define Adjusted EBITDA as net income plus (i) depreciation and amortization, (ii) interest and other expense, net and (iii) income tax expense (benefit), as further adjusted to eliminate share-based compensation expense, noncash items related to purchase accounting adjustments, costs associated with non-recurring transactions and other items.

We believe Adjusted EBITDA provides users of these consolidated financial statements with the financial measure of operating results of the Company’s ongoing operations unaffected by our capital structure, noncash expenses, and non-recurring items utilized by the CODM. However, Adjusted EBITDA is not a measure of financial performance under accounting principles generally accepted in the United States (“U.S. GAAP”), and Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

Segment information for total assets and capital expenditures is not used in measuring segment performance or allocating resources between segments and as such has not been presented.

F-54

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Information regarding the Company’s segments was as follows (in millions):

	Predecessor						Successor
	Year ended June 30, 2014			July 1, 2014 to February 1, 2015			November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Revenue by segment:
PNS	$	2,149.9		$	1,323.4		$	939.6		$	2,682.2
Atlantix		116.1			69.4			45.9			32.7
Total revenue	$	2,266.0		$	1,392.8		$	985.5		$	2,714.9
Adjusted EBITDA by segment:
PNS	$	170.0		$	118.8		$	73.4		$	216.3
Atlantix		8.4			2.7			3.2			1.8
Corporate		(3.0	)		(2.6	)		(4.8	)		(5.2	)
Subtotal		175.4			118.9			71.8			212.9
Earnings from disposed business		(8.4	)		(2.7	)		(3.2	)		(1.8	)
Total Adjusted EBITDA	$	167.0		$	116.2		$	68.6		$	211.1
Reconciling items:
Total depreciation and amortization	$	(50.6	)	$	(24.9	)	$	(32.1	)	$	(81.7	)
Interest and other (income) expense		(34.6	)		(28.7	)		(47.5	)		(98.5	)
Income tax benefit (expense)		(24.4	)		(3.2	)		12.6			(3.8	)
Share-based compensation expense		(5.5	)		(20.1	)		(1.0	)		(2.2	)
Earnings from disposed business		8.4			2.7			3.2			1.8
Purchase accounting adjustments		—			—			(4.9	)		(3.9	)
Transaction costs		(14.8	)		(42.6	)		(21.3	)		(20.6	)
Other costs		(13.0	)		(4.5	)		(1.9	)		(5.6	)
Net income (loss)	$	32.5		$	(5.1	)	$	(24.3	)	$	(3.4	)

In addition to the PNS and Atlantix segments, the CODM separately reviews centralized corporate functions such as accounting, information technology, marketing, legal and human resources that are not allocated to the operating segments and are instead presented as “Corporate” in the table above.

All significant intercompany transactions have been eliminated from the results above with only total revenue from external sales being presented.

Geographic Areas

Revenue earned by the Company from customers outside of the United States is not material for any of the periods presented. Additionally, the Company does not have long-lived assets outside of the United States.

F-55

Presidio, Inc.

Notes to Consolidated Financial Statements (Continued)

Revenue by Solution Area

The following table presents total revenue by solution area (in millions):

	Predecessor				Successor
	Year ended June 30, 2014		July 1, 2014 to February 1, 2015		November 20, 2014 to June 30, 2015		Year ended June 30, 2016
Revenue by solution area:
Cloud	$	220.2	$	184.1	$	108.9	$	391.7
Security		142.0		90.5		65.8		249.4
Digital Infrastructure		1,903.8		1,118.2		810.8		2,073.8
Total revenue	$	2,266.0	$	1,392.8	$	985.5	$	2,714.9

The type of solution sold by the Company to its customers is based upon internal classifications.

F-56

Presidio, Inc.

Schedule I – Parent Company Financial Information

Unconsolidated Condensed Balance Sheets

(in millions, except for share and per share data)

	As of June 30, 2015			As of June 30, 2016
Assets
Current Assets
Cash and cash equivalents	$	26.0		$	26.1
Prepaid expenses and other current assets		1.2			0.9
Total current assets		27.2			27.0
Deferred income tax assets		2.8			3.0
Investment in subsidiaries		305.8			317.1
Total assets	$	335.8		$	347.1
Liabilities and Stockholders’ Equity
Current Liabilities
Accrued expenses and other current liabilities	$	—		$	0.2
Total current liabilities		—			0.2
Total liabilities		—			0.2
Stockholders’ Equity
Preferred stock;
$0.01 par value; 100 shares authorized, zero shares issued and outstanding at June 30, 2016 and June 30, 2015		—			—
Common stock;
$0.01 par value; 100,000,000 shares authorized, 35,961,418 shares issued and outstanding at June 30, 2016; $0.01 par value; 100,000,000 shares authorized, 35,245,974 shares issued and outstanding at June 30, 2015		0.4			0.4
Additional paid-in capital		359.7			374.2
Accumulated deficit		(24.3	)		(27.7	)
Total stockholders’ equity		335.8			346.9
Total liabilities and stockholders’ equity	$	335.8		$	347.1

The accompanying notes to Schedule I are an integral part of these financial statements.

F-57

Presidio, Inc.

Schedule I – Parent Company Financial Information

Unconsolidated Condensed Statements of Operations

(in millions)

	November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Operating expenses
General and administrative expenses	$	—		$	0.3
Transaction costs		13.7			—
Total operating expenses		13.7			0.3
Operating loss		(13.7	)		(0.3	)
Interest and other (income) expense
Unrealized loss on equity investment in subsidiaries		14.6			3.2
Other (income) expense, net		—			(0.3	)
Total other expense		14.6			2.9
Loss before income taxes		(28.3	)		(3.2	)
Income tax (benefit) expense		(4.0	)		0.2
Net loss	$	(24.3	)	$	(3.4	)

The accompanying notes to Schedule I are an integral part of these financial statements.

F-58

Presidio, Inc.

Schedule I – Parent Company Financial Information

Unconsolidated Condensed Statements of Cash Flows

(in millions)

	November 20, 2014 to June 30, 2015			Year ended June 30, 2016
Net cash provided by operating activities	$	—		$	0.3
Cash flows from investing activities:
Cash paid for investment in subsidiary		(311.8	)		—
Purchases of debt investment in subsidiary		—			(25.0	)
Proceeds from sale of debt investment in subsidiary		—			24.9
Net cash used in investing activities		(311.8	)		(0.1	)
Cash flows from financing activities:
Proceeds from issuance of common stock		337.8			—
Repurchases of common stock		—			(0.1	)
Net cash (used in) provided by financing activities		337.8			(0.1	)
Net increase in cash and cash equivalents		26.0			0.1
Cash and cash equivalents, beginning of the period		—			26.0
Cash and cash equivalents, end of the period	$	26.0		$	26.1

The accompanying notes to Schedule I are an integral part of these financial statements.

F-59

Presidio, Inc.

Schedule I – Parent Company Financial Information

Notes to the Unconsolidated Condensed Financial Statements

Note 1. Nature of Business and Significant Accounting Policies

Description of the Company

Presidio, Inc., formerly named Aegis Holdings, Inc. (“Aegis”), is a Delaware corporation that was incorporated on November 20, 2014 by certain investment funds affiliated with or managed by Apollo Global Management, LLC, including Apollo Investment Fund VIII, L.P., along with their parallel investment funds (the “Apollo Funds”) to complete the acquisition of Presidio Holdings Inc. (“Presidio Holdings”). Presidio, Inc. is a holding company with direct ownership of a single wholly owned subsidiary, Presidio Holdings. Presidio Holdings, through its operating subsidiaries, conducts operations and generates income and cash flows, while Presidio, Inc. conducts no separate operations on a standalone basis.

Basis of Presentation

Pursuant to the terms of the credit agreements discussed in Note 11 of the consolidated financial statements, Presidio Holdings and its subsidiaries have restrictions on their ability to, among other things, incur additional indebtedness, make distributions to Presidio, Inc., or make certain intercompany loans and advances. As a result of these restrictions, these parent company financial statements have been prepared in accordance with Rule 12-04 of Regulation S-X, since the restricted net assets of Presidio, Inc.’s subsidiaries (as defined in Rule 4-08(e)(3) of Regulation S-X) exceeds 25% of the Company’s consolidated net assets as of June 30, 2015. All financial information presented in the financial statements and notes herein is presented in millions except for share and per share information and percentages.

Principles of Consolidation

On a standalone basis, Presidio, Inc. records its investment in Presidio Holdings under the equity method of accounting. Under the equity method, the investment in subsidiaries is stated at cost plus any contributions and its equity share in undistributed net income (loss) of the subsidiaries minus any dividends received. Presidio, Inc.’s share of net income (loss) of its unconsolidated subsidiaries is included in net income (loss) on equity investment in subsidiaries in the statements of operations. Intercompany balances and transactions have not been eliminated. The accompanying financial information should be read in conjunction with the consolidated financial statements and related notes included in this filing.

Significant Accounting Policies

The accounting policies used in the preparation of the parent financial statements are generally consistent with those used in the preparation of the consolidated financial statements of the Company.

In conjunction with the acquisition of Presidio Holdings, Presidio, Inc. has applied the acquisition method of accounting in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and has also elected the application of push-down accounting. As a result, the fair value adjustments and goodwill recognized from the transactions are recorded in the financial statements of its subsidiaries and presented as part of Presidio, Inc.’s investment in subsidiaries on the balance sheet.

As discussed in Note 17 of the annual consolidated financial statements, Presidio, Inc. and its subsidiaries file a consolidated federal income tax return and various consolidated state income tax returns. Taxes are allocated to the members of the consolidated return, based on an estimate of the amounts that would be reported if the members were separately filing their tax returns. As a result, for the year ended June 30, 2016 and the period ended June 30, 2015, Presidio, Inc.’s income tax benefit and deferred tax assets excludes any taxes associated with Presidio, Inc.’s investment in its subsidiaries.

F-60

Presidio, Inc.

Schedule I – Parent Company Financial Information

Notes to the Unconsolidated Condensed Financial Statements (Continued)

Presidio, Inc. does not currently anticipate paying dividends on common stock. Any declaration and payment of future dividends to holders of common stock will be at the discretion of the Board of Directors and will depend on many factors, including Presidio Inc.’s financial condition, earnings, capital requirements, level of indebtedness, statutory and contractual restrictions applying to the payment of dividends and other considerations that the Board of Directors deems relevant. Presidio, Inc., as a holding company, has no direct operations and its ability to pay dividends is limited to its available cash on hand and any funds received from subsidiaries. The terms of the indebtedness may restrict Presidio, Inc.’s ability to pay dividends, or may restrict the subsidiaries from paying dividends to Presidio, Inc. Under Delaware law, dividends may be payable only out of surplus, which is net assets minus liabilities and capital, or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

F-61

Presidio, Inc.

Schedule II — Valuation and Qualifying Accounts

(in millions)

			Additions
Predecessor	Balance at beginning of period		Charged to costs and expenses		Charged to other accounts		Credits and deductions			Balance at end of period
Year ended June 30, 2014
Provision for sales returns and credit losses	$	5.0	$	3.1	$	—	$	(1.0	)	$	7.1
Provision for inventory obsolescence		1.0		—		—		—			1.0
Provision for residual value and credit losses on financing receivables		2.1		—		—		(0.3	)		1.8
Period from July 1, 2014 to February 1, 2015
Provision for sales returns and credit losses	$	7.1	$	1.1	$	—	$	(1.7	)	$	6.5
Provision for inventory obsolescence		1.0		—		—		—			1.0
Provision for residual value and credit losses on financing receivables		1.8		0.3		—		(0.1	)		2.0
Successor
Period from November 20, 2014 to June 30, 2015
Provision for sales returns and credit losses	$	—	$	0.2	$	3.6	$	—		$	3.8
Provision for inventory obsolescence		—		—		—		—			—
Provision for residual value and credit losses on financing receivables		—		—		2.0		—			2.0
Year ended June 30, 2016
Provision for sales returns and credit losses	$	3.8	$	1.9	$	—	$	(1.9	)	$	3.8
Provision for inventory obsolescence		—		0.1		—		—			0.1
Provision for residual value and credit losses on financing receivables		2.0		—		—		(0.3	)		1.7

F-62

Presidio, Inc.

Consolidated Balance Sheets

(in millions, except share data)

(unaudited)

	As of June 30, 2016			As of September 30, 2016
Assets
Current Assets
Cash and cash equivalents	$	33.0		$	47.7
Accounts receivable, net		503.0			476.7
Unbilled accounts receivable, net		135.7			155.5
Financing receivables, current portion		83.1			85.6
Inventory		48.3			37.1
Prepaid expenses and other current assets		68.2			133.3
Total current assets		871.3			935.9
Property and equipment, net		32.9			33.2
Equipment under operating leases, net		2.9			2.6
Financing receivables, less current portion		102.0			111.4
Goodwill		781.5			781.5
Identifiable intangible assets, net		825.5			807.1
Other assets		7.0			6.9
Total assets	$	2,623.1		$	2,678.6
Liabilities and Stockholders’ Equity
Current Liabilities
Current maturities of long-term debt	$	7.4		$	7.4
Accounts payable – trade		382.3			439.1
Accounts payable – floor plan		223.3			228.2
Accrued expenses and other current liabilities		167.1			155.0
Discounted financing receivables, current portion		75.3			78.0
Total current liabilities		855.4			907.7
Long-term debt, net of debt issuance costs and current maturities		1,030.6			1,025.2
Discounted financing receivables, less current portion		87.1			94.5
Deferred income tax liabilities		288.0			283.4
Other liabilities		15.1			14.7
Total liabilities		2,276.2			2,325.5
Commitments and contingencies (Note 10)
Stockholders’ Equity
Preferred stock:
$0.01 par value; 100 shares authorized, zero shares issued and outstanding at September 30, 2016 and June 30, 2016		—			—
Common stock:
$0.01 par value; 100,000,000 shares authorized, 35,966,889 shares issued and outstanding at September 30, 2016;
$0.01 par value; 100,000,000 shares authorized, 35,961,418 shares issued and outstanding at June 30, 2016		0.4			0.4
Additional paid-in capital		374.2			374.8
Accumulated deficit		(27.7	)		(22.1	)
Total stockholders’ equity		346.9			353.1
Total liabilities and stockholders’ equity	$	2,623.1		$	2,678.6

See Notes to the Consolidated Financial Statements.

F-63

Presidio, Inc.

Consolidated Statements of Operations

(in millions, except share data)

(unaudited)

	Three months ended September 30, 2015			Three months ended September 30, 2016
Revenue
Product	$	604.3		$	626.4
Service		87.7			111.3
Total revenue		692.0			737.7
Cost of revenue
Product		484.5			499.5
Service		70.6			89.6
Total cost of revenue		555.1			589.1
Gross margin		136.9			148.6
Operating expenses
Selling expenses		56.5			67.5
General and administrative expenses		23.4			27.0
Transaction costs		2.3			3.4
Depreciation and amortization		18.0			20.4
Total operating expenses		100.2			118.3
Operating income		36.7			30.3
Interest and other (income) expense
Interest expense		20.2			20.7
Loss on extinguishment of debt		0.1			—
Other (income) expense, net		(0.1	)		—
Total interest and other (income) expense		20.2			20.7
Income before income taxes		16.5			9.6
Income tax expense		6.8			4.0
Net income	$	9.7		$	5.6
Earnings per share:
Basic	$	0.28		$	0.16
Diluted	$	0.27		$	0.15

See Notes to the Consolidated Financial Statements.

F-64

Presidio, Inc.

Consolidated Statements of Cash Flows

(in millions)

(unaudited)

	Three months ended September 30, 2015			Three months ended September 30, 2016
Cash flows from operating activities:
Net income	$	9.7		$	5.6
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of intangible assets		15.9			18.4
Depreciation of property and equipment in operating expenses		2.1			2.0
Depreciation of property and equipment in cost of revenue		1.4			1.4
Provision for sales returns and credit losses		0.3			0.4
Amortization of debt issuance costs		1.7			1.7
Loss on extinguishment of debt		0.1			—
Noncash lease income		(0.3	)		(1.4	)
Share-based compensation expense		0.6			0.5
Deferred income tax benefit		(3.1	)		(4.6	)
Other		0.1			—
Change in assets and liabilities, net of acquisitions and dispositions:
Unbilled and accounts receivable		(78.8	)		12.8
Inventory		(9.0	)		11.2
Prepaid expenses and other assets		(3.5	)		(65.9	)
Accounts payable – trade		82.1			56.8
Accrued expenses and other liabilities		(9.0	)		(18.1	)
Net cash provided by operating activities		10.3			20.8
Cash flows from investing activities:
Proceeds from collection of escrow related to acquisition of business		—			0.6
Additions of equipment under sales-type and direct financing leases		(16.6	)		(34.3	)
Proceeds from collection of financing receivables		1.6			3.3
Additions to equipment under operating leases		(1.8	)		(0.5	)
Proceeds from disposition of equipment under operating leases		0.1			0.2
Purchases of property and equipment		(2.5	)		(3.3	)
Net cash used in investing activities		(19.2	)		(34.0	)
Cash flows from financing activities:
Proceeds from the discounting of financing receivables		16.7			33.9
Retirements of discounted financing receivables		(0.1	)		(4.1	)
Net repayments on the receivables securitization facility		—			(5.0	)
Repayments of senior and subordinated notes		(37.4	)		—
Repayments of term loans		(1.4	)		(1.8	)
Net borrowings on floor plan facility		10.4			4.9
Net cash provided by (used in) financing activities		(11.8	)		27.9
Net increase (decrease) in cash and cash equivalents		(20.7	)		14.7
Cash and cash equivalents:
Beginning of the period		88.3			33.0
End of the period	$	67.6		$	47.7
Supplemental disclosures of cash flow information
Cash paid (received) during the period for:
Interest	$	26.4		$	26.4
Income taxes, net of refunds	$	0.1		$	0.9
Reduction of discounted lease assets and liabilities	$	20.6		$	21.4

See Notes to the Consolidated Financial Statements.

F-65

Presidio, Inc.

Consolidated Statements of Stockholders’ Equity

(in millions, except share data)

(unaudited)

	Preferred stock				Common stock				Additional paid-in capital		Accumulated deficit			Total
	Shares		Amount		Shares		Amount
Balance, June 30, 2015		—	$	—		35,245,974	$	0.4	$	359.7	$	(24.3	)	$	335.8
Net income		—		—		—		—		—		9.7			9.7
Share-based compensation expense		—		—		—		—		0.6		—			0.6
Balance, September 30, 2015		—	$	—		35,245,974	$	0.4	$	360.3	$	(14.6	)	$	346.1
Balance, June 30, 2016		—	$	—		35,961,418	$	0.4	$	374.2	$	(27.7	)	$	346.9
Common stock issued for share-based awards		—		—		5,471		—		0.1		—			0.1
Net income		—		—		—		—		—		5.6			5.6
Share-based compensation expense		—		—		—		—		0.5		—			0.5
Balance, September 30, 2016		—	$	—		35,966,889	$	0.4	$	374.8	$	(22.1	)	$	353.1

See Notes to the Consolidated Financial Statements.

F-66

Presidio, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 1. Nature of Business and Significant Accounting Policies

Description of the Company

Presidio Inc. (the “Company,” “we” or “our”), formerly known as Aegis Holdings, Inc., a Delaware corporation, is a holding company for its wholly owned subsidiary, Presidio Holdings Inc., and its operating subsidiaries, which are described below.

Nature of Business

The Company, through its subsidiaries, is a leading provider of comprehensive information technology (“IT”) solutions in North America. The Company offers consulting, IT design and optimization and IT-as-a-service solutions to our customers. The Company’s revenue from solutions consists of the resale of hardware and related software and third-party maintenance agreements, which is reported as product revenue, and the sale of professional, cloud and managed services, which is reported as service revenue. The Company implements IT solutions for its customers on a national and international basis, although the Company’s principal markets are located in the continental United States. The Company operates primarily through two indirect wholly owned subsidiaries of Presidio LLC:

• Presidio Networked Solutions LLC (“PNS”), a leading provider of lifecycle-based IT solutions and services. The PNS business includes the operations of Presidio Networked Solutions Group LLC (“PNSG”) and Presidio Infrastructure Solutions LLC (“PIS”).

• Presidio Technology Capital, LLC (“PTC”), an IT infrastructure leasing company.

On October 22, 2015, the Company sold its Atlantix Global Systems LLC (“Atlantix”) subsidiary to a third party.

The Company also has an indirect wholly owned nonoperating subsidiary, Presidio Capital Funding LLC (“PCF”), which is utilized for the receivables securitization facility.

Basis of Presentation

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim reporting periods. The consolidated financial statements do not include all disclosures normally made in annual financial statements. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements for the fiscal year ended June 30, 2016. All financial information presented in the financial statements and notes herein is presented in millions except for share and per share information and percentages.

In management’s opinion, all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for the periods shown have been made. All other adjustments are of a normal recurring nature.

The Company has evaluated subsequent events through the issue date of these consolidated financial statements.

Principles of Consolidation

The Company’s consolidated financial statements include the accounts of Presidio Inc. and its subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation.

F-67

Presidio, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Use of Estimates

The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and reported amounts of revenue and expenses during the reporting period. Estimates are used when accounting for items and matters, including, but not limited to, revenue recognition, asset residual values, vendor rebates and consideration, goodwill, identifiable intangibles, measurement of income tax assets and liabilities, and provisions for doubtful accounts, credit losses, inventory obsolescence and other contingencies. Actual results could differ from management’s estimates.

Other Comprehensive Income (Loss)

The Company did not have any components of other comprehensive income (loss) for any of the periods presented.

Note 2. Acquisitions

Netech Corporation

During the three months ended September 30, 2016, the Company collected the $0.6 million that was due back to the Company from escrow accounts as a result of final post-closing purchase price adjustments related to the net working capital as of the closing date of February 1, 2016.

Note 3. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in millions):

	June 30, 2016		September 30, 2016
Partner incentive program receivable	$	27.3	$	44.5
Prepaid income taxes		10.4		2.9
Deferred product costs		5.3		66.3
Other prepaid expenses and other current assets		25.2		19.6
Total prepaid expenses and other current assets	$	68.2	$	133.3

Note 4. Financing Receivables and Operating Leases

The Company records the lease receivables related to discounted sales-type or direct financing leases as financing receivables, and the related liability resulting from discounting customer payment streams as discounted financing receivables, in the Company’s consolidated balance sheets. Discounted customer payment streams are typically collateralized by a security interest in the underlying assets being leased.

F-68

Presidio, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Financing receivable – The assets and related liabilities for discounted and not discounted sales-type and direct financing leases to financial institutions are as follows (in millions):

June 30, 2016	Discounted to financial institutions			Not discounted to financial institutions			Total
Minimum lease payments	$	168.5		$	18.4		$	186.9
Estimated net residual values		—			7.9			7.9
Unearned income		(7.4	)		(1.6	)		(9.0	)
Provision for credit losses		—			(0.7	)		(0.7	)
Total, net	$	161.1		$	24.0		$	185.1
Reported as:
Current	$	74.4		$	8.7		$	83.1
Long-term		86.7			15.3			102.0
Total, net	$	161.1		$	24.0		$	185.1
Discounted financing receivables:
Nonrecourse	$	159.2		$	—		$	159.2
Recourse		1.0			—			1.0
Total	$	160.2		$	—		$	160.2
Reported as:
Current	$	73.9		$	—		$	73.9
Long-term		86.3			—			86.3
Total	$	160.2		$	—		$	160.2
September 30, 2016	Discounted to financial institutions			Not discounted to financial institutions			Total
Minimum lease payments	$	179.5		$	19.9		$	199.4
Estimated net residual values		—			7.9			7.9
Unearned income		(8.2	)		(1.4	)		(9.6	)
Provision for credit losses		—			(0.7	)		(0.7	)
Total, net	$	171.3		$	25.7		$	197.0
Reported as:
Current	$	77.1		$	8.5		$	85.6
Long-term		94.2			17.2			111.4
Total, net	$	171.3		$	25.7		$	197.0
Discounted financing receivables:
Nonrecourse	$	170.7		$	—		$	170.7
Recourse		—			—			—
Total	$	170.7		$	—		$	170.7
Reported as:
Current	$	76.8		$	—		$	76.8
Long-term		93.9			—			93.9
Total	$	170.7		$	—		$	170.7

F-69

Presidio, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

The discounted financing receivables associated with sales-type and direct financing type leases are presented in the consolidated balance sheets together with the discounted financing receivables associated with operating leases, which is discussed below.

Operating leases – Equipment under operating leases and accumulated depreciation was as follows (in millions):

	June 30, 2016			September 30, 2016
Equipment under operating leases	$	5.6		$	5.7
Accumulated depreciation		(2.7	)		(3.1	)
Total equipment under operating leases, net	$	2.9		$	2.6

Depreciation expense associated with equipment under operating leases that is included in cost of product revenue within the Company’s consolidated statements of operations was $0.5 million and $0.7 million for the three months ended September 30, 2016 and 2015, respectively.

Liabilities for discounted operating leases to financial institutions was as follows (in millions):

	June 30, 2016		September 30, 2016
Discounted operating leases:
Current	$	1.4	$	1.2
Noncurrent		0.8		0.6
Total	$	2.2	$	1.8

The discounted financing receivables associated with operating leases are presented in the consolidated balance sheets together with the discounted financing receivables associated with sales-type and direct financing type leases which are discussed above.

Note 5. Property and Equipment

Property and equipment and accumulated depreciation and amortization was as follows (in millions):

	Estimated useful lives		June 30, 2016			September 30, 2016
Furniture and fixtures		3 to 7 years	$	4.7		$	4.7
Equipment		3 to 7 years		18.1			18.8
Software		3 years		14.4			15.3
Leasehold improvements		Life of lease		11.2			11.8
Total property and equipment				48.4			50.6
Accumulated depreciation and amortization				(15.5	)		(17.4	)
Total property and equipment, net			$	32.9		$	33.2

Depreciation and amortization associated with property and equipment that is included in depreciation and amortization within the Company’s consolidated statements of operations was $2.0 million and $2.1 million for the three months ended September 30, 2016 and 2015, respectively.

F-70

Presidio, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Depreciation and amortization expense associated with property and equipment directly utilized in support of managed services and managed cloud contracts that is included in cost of service revenue within the Company’s consolidated statements of operations was $0.9 million and $0.7 million for the three months ended September 30, 2016 and 2015, respectively.

Note 6. Goodwill and Identifiable Intangible Assets

Goodwill

There were no changes to the goodwill balance during the period from June 30, 2016 to September 30, 2016. From June 30, 2016 through the date of the consolidated financial statements, no significant events have occurred that would lead us to believe that goodwill is more likely than not impaired.

Identifiable Intangible Assets

Identifiable intangible assets consisted of the following (in millions):

June 30, 2016	Range of life (years)		Gross amount		Accumulated amortization			Total, net
Finite-lived intangible assets:
Customer relationships		5 – 10	$	703.2	$	(89.4	)	$	613.8
Developed technology		5		3.6		(0.9	)		2.7
Non-compete agreements		1		0.6		(0.6	)		—
Trade names		2		5.1		(1.1	)		4.0
Indefinite-lived intangible assets:
Trade names		Indefinite		205.0		—			205.0
Total intangible assets			$	917.5	$	(92.0	)	$	825.5
September 30, 2016	Range of life (years)		Gross amount		Accumulated amortization			Total, net
Finite-lived intangible assets:
Customer relationships		5 – 10	$	703.2	$	(107.1	)	$	596.1
Developed technology		5		3.6		(1.0	)		2.6
Noncompete agreements		1		0.6		(0.6	)		—
Trade names		2		5.1		(1.7	)		3.4
Indefinite-lived intangible assets:
Trade names		Indefinite		205.0		—			205.0
Total intangible assets			$	917.5	$	(110.4	)	$	807.1

Amortization associated with intangible assets was $18.4 million and $15.9 million for the three months ended September 30, 2016 and 2015, respectively. The weighted-average remaining useful life of the finite-lived intangibles assets was 8.4 years and 8.7 years as of September 30, 2016 and June 30, 2016, respectively.

The Company conducted its annual indefinite-lived intangible asset impairment test as of June 30, 2016 and determined that the trade names were not impaired as of the test date. From June 30, 2016 through the date of the consolidated financial statements, no significant events have occurred that would lead us to believe that the indefinite-lived trade names were more likely than not impaired.

F-71

Presidio, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Based on the finite-lived intangible assets recorded at September 30, 2016, the future amortization expense is expected to be as follows (in millions):

Years ending June 30,
2017 (remaining nine months)	$	55.2
2018		72.5
2019		71.1
2020		70.8
2021		70.4
2022 and thereafter		262.1
Total	$	602.1

Note 7. Accounts Payable – Floor Plan

The accounts payable – floor plan balances on the consolidated balance sheets relate to an agreement with a financial institution that provides an indirect wholly owned subsidiary of the Company with funding for discretionary inventory purchases from approved vendors. Payables are due within 90 days and are noninterest bearing, provided they are paid when due. In accordance with the agreement, the financial institution has been granted a senior security interest in the indirect wholly owned subsidiary’s inventory purchased under the agreement and accounts receivable arising from the sale thereof. Payments on the facility are guaranteed by Presidio, LLC and subsidiaries. As of September 30, 2016 and June 30, 2016, the aggregate availability for purchases under the floor plan is the lesser of $325.0 million or the liquidation value of the pledged assets. The balances outstanding under the accounts payable – floor plan facility were $228.2 million and $223.3 million as of September 30, 2016 and June 30, 2016, respectively.

Note 8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (in millions):

	June 30, 2016		September 30, 2016
Accrued compensation	$	66.1	$	60.3
Accrued interest		21.4		14.1
Accrued equipment purchases/vendor expenses		27.5		30.8
Accrued non-income taxes		12.2		9.8
Customer deposits, current portion		8.8		8.3
Acquisition-related liabilities		0.3		0.3
Unearned revenue		30.8		31.4
Total accrued expenses and other current liabilities	$	167.1	$	155.0

F-72

Presidio, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 9. Long-Term Debt and Credit Agreements

Long-term debt consisted of the following (in millions):

	June 30, 2016			September 30, 2016
Revolving credit facility	$	—		$	—
Receivables securitization loan		5.0			—
Term loan facility, due February 2022		732.3			730.5
Senior notes, 10.25% due February 2023		222.5			222.5
Senior subordinated notes, 10.25% due February 2023		111.8			111.8
Total long-term debt		1,071.6			1,064.8
Unamortized debt issuance costs		(33.6	)		(32.2	)
Total long-term debt, net of debt issuance costs	$	1,038.0		$	1,032.6
Reported as:
Current	$	7.4		$	7.4
Long-term		1,030.6			1,025.2
Total long-term debt, net of debt issuance costs	$	1,038.0		$	1,032.6

As of September 30, 2016, there were no outstanding borrowings on the revolving credit facility and there were $1.5 million in letters of credit outstanding. The Company was in compliance with the covenants and had $48.5 million available for borrowings under the facility as of September 30, 2016.

As of September 30, 2016, there were no outstanding borrowings under the receivables securitization facility. The Company had $203.4 million available under the Receivables Securitization Facility based on the collateral available as of September 30, 2016.

Note 10. Commitments and Contingencies

Claims and assessments – In the normal course of business, the Company is subject to certain claims and assessments that arise in the ordinary course of business. The Company records a liability when the Company believes that it is both probable that a loss has been incurred, and the amount can be reasonably estimated. Significant judgment is required to determine the outcome and the estimated amount of a loss related to such matters. Management believes that there are no claims or assessments outstanding which would materially affect the consolidated results of operations or financial position of the Company.

On July 14, 2015, the Company received a subpoena from the Office of Inspector General for the General Services Administration (“GSA”) seeking various records relating to GSA contracting activity by us during the period beginning in April 2005 through the present. The subpoena is part of an ongoing law enforcement investigation being conducted by the GSA and requests a broad range of documents relating to business conduct in the GSA Multiple Award Schedule program. The Company is fully cooperating with the Inspector General in connection with the subpoena.

On March 11, 2016, the Company received a subpoena from the Office of Treasury Inspector General for Tax Administration for the Department of the Treasury seeking various records from January 1, 2014 through the present, relating to Company contracts with the Internal Revenue Service as well as the Company’s interactions with other parties named in the subpoena who were involved in such contracts. The Company is fully cooperating with the Treasury Inspector General in connection with the subpoena.

F-73

Presidio, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

As these matters are ongoing, the Company is unable to determine their likely outcome and is unable to reasonably estimate a range of loss, if any, at this time. Accordingly, no provision for these matters has been recorded.

Note 11. Earnings Per Share

The following is a reconciliation of the weighted-average number of shares used to compute basic and diluted earnings per share (“EPS”) (in millions except for share and per share data):

	Three months ended September 30, 2015		Three months ended September 30, 2016
Numerator:
Earnings	$	9.7	$	5.6
Denominator:
Weighted-average shares – basic		35,245,974		35,966,235
Effect of dilutive securities:
Stock options		660,279		974,528
Weighted-average shares – diluted		35,906,253		36,940,763
Earnings per share:
Basic	$	0.28	$	0.16
Diluted	$	0.27	$	0.15

Potentially dilutive securities that have been excluded from the computation of diluted weighted-average common shares outstanding because their inclusion would have been anti-dilutive consists of the following:

	Three months ended September 30, 2015		Three months ended September 30, 2016
Stock options excluded from EPS because of anti-dilution		—		230,260
Stock options excluded from EPS because performance condition has not been met		1,619,250		1,766,428
Total stock options excluded from EPS		1,619,250		1,996,688

Note 12. Related Party Transactions

Apollo Global Management, LLC (together with its subsidiaries, “Apollo”) is a leading alternative investment management firm which owns and operates businesses across a variety of industries. The Company recorded revenue to parties affiliated with Apollo of $0.2 million for the three months ended September 30, 2016. As of September 30, 2016, the outstanding receivables associated with parties affiliated with Apollo were $0.2 million and as of June 30, 2016 the outstanding receivables were $0.2 million.

As of September 30, 2016 and June 30, 2016, affiliates of Apollo held an economic interest in $111.8 million of the outstanding Senior Subordinated Notes pursuant to a derivative arrangement entered into with an unaffiliated third party who is the holder of the notes.

The Company leases an office that is owned by members of the Company’s management. The office location was carried over from a prior acquisition and the Company has continued to renew the lease. Rent expense for the office was $0.1 million for the three months ended September 30, 2016.

F-74

Presidio, Inc.

Notes to Consolidated Financial Statements

(Unaudited)

Note 13. Segment Information

Since October 22, 2015, the Company has operated as one reportable segment, the PNS segment. The change in reportable segments was made in connection with the sale of the Company’s other reportable segment, the Atlantix segment, to an unaffiliated third party on October 22, 2015.

Geographic Areas

Revenue earned by the Company from customers outside of the United States is not material for any of the periods presented. Additionally, the Company does not have long-lived assets outside of the United States.

Revenue by Solution Area

The following table presents total revenue by solution area (in millions):

	Three months ended September 30, 2015		Three months ended September 30, 2016
Revenue by solution area:
Cloud	$	87.3	$	111.7
Security		58.2		66.7
Digital Infrastructure		546.5		559.3
Total revenue	$	692.0	$	737.7

The type of solution sold by the Company to its customers is based upon internal classifications.

F-75

                    shares

Common stock

Prospectus

J.P. Morgan	Citigroup
Barclays	RBC Capital Markets

Prospectus dated                 ,                 .

Until                     (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 the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses, other than underwriting discounts and commissions, payable by Presidio in connection with the issuance and distribution of the securities being registered. All amounts are estimates, except the SEC registration, Financial Industry Regulatory Authority, Inc. and stock exchange filing and listing fees. All expenses below are payable by the Registrant.

SEC registration fee	$	11,590
NASDAQ filing fee and listing fee		25,000
Transfer agent and registrar fees		*
Printing and engraving expenses		*
Legal and accounting fees and expenses		*
Financial Industry Regulatory Authority, Inc. filing fee		15,500
Miscellaneous		*
Total	$	*

* To be filed by amendment.

Item 14. Indemnification of Directors and Officers.

The Registrant is a Delaware corporation.

Section 145(a) of the DGCL provides that a Delaware corporation may indemnify any person 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) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses, judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no cause to believe his conduct was unlawful.

Section 145(b) of the DGCL provides that a Delaware corporation may indemnify any person 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 actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted under similar standards, 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 in which such action or suit was brought shall determine that despite the adjudication of liability, such person is fairly and reasonably entitled to be indemnified for such expenses which the court shall deem proper.

Section 145 of the DGCL further provides that to the extent a 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) or in the defense of any claim, issue, or matter therein, he shall be indemnified against any expenses actually and reasonably incurred by him in connection therewith; that indemnification provided for by Section 145 shall not be deemed exclusive of any other rights to which the indemnified party may be entitled; and that the corporation may purchase and maintain insurance on behalf of a director, officer, employee or agent of the corporation against any liability asserted against him or incurred by him in any such capacity or arising out of his status as

II-1

such whether or not the corporation would have the power to indemnify him against such liabilities under Section 145.

Our amended and restated certificate of incorporation provides for the indemnification of directors, officers, employees or agents to the fullest extent permitted by the DGCL. Our amended and restated certificate of incorporation also provides that, in any action initiated by a person seeking indemnification, we shall bear the burden of proof that the person is not entitled to indemnification.

Section 102(b)(7) of the DGCL provides that a Delaware corporation may, with certain limitations, set forth in its certificate of incorporation a provision eliminating or limiting the personal liability of a director to the corporation or its stockholders for monetary damages for breach of a fiduciary duty as a director; provided that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director’s duty of loyalty to the registrant or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction from which the director derived an improper personal benefit. Our amended and restated certificate of incorporation includes such a provision.

Section 145(g) of the DGCL provides that a Delaware corporation has the power to purchase and maintain insurance on behalf of any director, officer, employee or other agent of the corporation or, if serving in such capacity at the request of the corporation, of another enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation has the power to indemnify such person against such liability under the DGCL. Our amended and restated certificate of incorporation permits us to maintain insurance, at our expense, to protect us or any directors, officers, employees or agents of the company or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not we would have the power to indemnify such person against such expense, liability or loss under the DGCL.

The underwriting agreement to be filed as Exhibit 1.1 to this registration statement contains certain provisions pursuant to which certain officers, directors and control persons of the Registrant may be entitled to be indemnified by the underwriters named therein.

Item 15. Recent Sales of Unregistered Securities.

Set forth below in chronological order is certain information regarding securities issued by the Registrant during the three years preceding the filing of this registration statement in transactions that were not registered under the Securities Act, including the consideration, if any, received by the Registrant for such issuances. None of these transactions involved any underwriters or any public offerings. Each of these transactions was exempt from registration under the Securities Act pursuant to Section 4(2) of the Securities Act or Regulation D or Rule 701 promulgated thereunder, as transactions by an issuer not involving a public offering. With respect to each transaction listed below, no general solicitation was made by either the Registrant or any person acting on its behalf; the recipient of our securities agreed that the securities would be subject to the standard restrictions applicable to a private placement of securities under applicable state and federal securities laws; and appropriate legends were affixed to the certificates issued in such transactions.

Management Rollover

Upon the closing of our acquisition by certain investment funds affiliated with or managed by Apollo Global Management, LLC and its subsidiaries, including Apollo Investment Fund VIII, L.P., along with their parallel investment funds, certain employees and officers were offered the opportunity to exchange (1) shares of Presidio, Inc., a Georgia corporation, common stock for shares of our common stock and/or (2) options to purchase Presidio, Inc., a Georgia corporation, common stock for options to purchase our common stock. As a

II-2

result, on February 2, 2015, certain employees and officers received 1,465,968 shares and 885,344 options to purchase our common stock, as follows:

• 405,595 options to purchase our common stock with an exercise price of $1.53;

• 396,986 options to purchase our common stock with an exercise price of $2.86;

• 55,452 options to purchase our common stock with an exercise price of $6.26; and

• 27,311 options to purchase our common stock with an exercise price of $7.64.

Common Stock Purchased and Stock Options Granted Pursuant to Employee Benefit Plans

From the time of the Presidio Acquisition through September 30, 2016, certain of our current and former officers, directors and employees purchased an aggregate of 297,399 shares of our common stock pursuant to the equity plans then in effect:

• On June 10, 2015, 275,000 shares were purchased by two of our directors at a price of $10.00 per share.

• On June 15, 2015, 5,000 shares were purchased by an employee at a price of $10.00 per share.

• On December 15, 2015, 11,928 shares were purchased by an employee who exercised stock options with an exercise price of $2.86 per share.

• On July 12, 2016, 3,588 shares were purchased by an employee who exercised stock options with an exercise price of $1.53 per share.

• On July 12, 2016, 1,883 shares were purchased by an employee who exercised stock options with an exercise price of $6.26 per share.

In addition, during the same period, we granted certain of our directors, officers and employees the following options relating to shares of our common stock pursuant to the equity plans then in effect:

• On March 11, 2015, 3,266,000 options with an exercise price of $10.00 per share.

• On May 5, 2015, 10,000 options with an exercise price of $10.00 per share.

• On June 5, 2015, 30,000 options with an exercise price of $10.00 per share.

• On October 1, 2015, 19,873 options with an exercise price of $12.58 per share.

• On November 1, 2015, 15,000 options with an exercise price of $12.58 per share.

• On February 26, 2016, 115,503 options with an exercise price of $17.50 per share.

• On May 19, 2016, 47,500 options with an exercise price of $17.50 per share.

• On August 10, 2016, 35,714 options with an exercise price of $17.50 per share.

II-3

Common Stock Purchased and Stock Options Granted Pursuant to Acquisitions

Upon closing of our acquisition of Sequoia Worldwide LLC and Netech Corporation, certain officers and employees of the target companies received as part of the purchase price an aggregate of 708,516 shares of our common stock. In addition, at closing, we granted certain officers and directors of these companies the following options relating to shares of our common stock:

• On November 24, 2015, 57,715 options with an exercise price of $17.50 per share were granted to certain employees of Sequoia Worldwide LLC.

• On February 1, 2016, 226,285 options with an exercise price of $17.50 per share were granted to certain employees of Netech Corporation.

Senior Notes

On February 2, 2015, we sold $250,000,000 of 10.25% Senior Notes due 2023 to certain initial purchasers pursuant to a Purchase Agreement dated January 30, 2015. This issuance was covered by the exemption in Section 4(a)(2) of the Securities Act. The notes are guaranteed by certain of our subsidiaries and are unsecured.

Senior Subordinated Notes

On February 2, 2015, we sold $150,000,000 of 10.25% Senior Subordinated Notes due 2023 to certain initial purchasers pursuant to a Purchase Agreement dated January 30, 2015. This issuance was covered by the exemption in Section 4(a)(2) of the Securities Act. Such notes are guaranteed by certain of our subsidiaries and are unsecured.

Item 16. Exhibits, Financial Statements and Financial Statement Schedules.

(a) Exhibits

The list of exhibits is set forth under “Exhibit Index” at the end of this registration statement and is incorporated herein by reference.

(b) Financial statement schedules

See the Index to Financial Statements included on page F-1 for a list of the financial statements included in this registration statement. All schedules not identified above have been omitted because they are not required, are inapplicable, or the information is included in the consolidated financial statements or notes contained in this registration statement.

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 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 of whether such indemnification is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

II-4

The undersigned registrant hereby undertakes that:

(i) for purposes of determining any liability under the Securities Act, 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; and

(ii) for the purpose of determining any liability under the Securities Act, 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.

II-5

Signatures

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on the 27 day of December, 2016.

PRESIDIO, INC.
By:	/s/ Robert Cagnazzi
	Name:	Robert Cagnazzi
	Title:	Chief Executive 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 below.

Signature	Title	Date
/s/ Robert Cagnazzi Robert Cagnazzi	Chief Executive Officer and Director (Principal Executive Officer)	December 27, 2016
/s/ Paul Fletcher Paul Fletcher	Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)	December 27, 2016
* Matthew H. Nord	Director	December 27, 2016
* Christopher L. Edson	Director	December 27, 2016
* Giovanni Visentin	Director and Chairman of the Board	December 27, 2016
* Joseph Trost	Director	December 27, 2016
* Todd H. Siegel	Director	December 27, 2016
* Pankaj Patel	Director	December 27, 2016

* By:	/s/ Robert Cagnazzi
	Robert Cagnazzi, as Attorney-in-Fact

II-6

Index to Exhibits

Exhibit No.	Description of Exhibit
1.1*	Form of Underwriting Agreement.
3.1*	Form of Amended and Restated Certificate of Incorporation of Presidio, Inc.
3.2*	Form of Amended and Restated Bylaws of Presidio, Inc.
4.1**	Indenture governing the 10.25% Senior Notes due 2023, dated as of February 2, 2015 (the “Senior Notes Indenture”), among Presidio Holdings Inc., as Issuer (the “Senior Notes Issuer”), the Subsidiary Guarantors party thereto from time to time, and Wilmington Trust, National Association, as Trustee.
4.2**	Indenture governing the 10.25% Senior Subordinated Notes due 2023, dated as of February 2, 2015 (the “Subordinated Notes Indenture”), among Presidio Holdings Inc., as Issuer (the “Subordinated Notes Issuer”), the Subsidiary Guarantors party thereto from time to time, and Wilmington Trust, National Association, as Trustee.
4.3**	First Supplemental Indenture, dated as of January 12, 2016, among the Senior Notes Issuer, Presidio Infrastructure Solutions LLC, as a New Subsidiary Guarantor, and Wilmington Trust, National Association, as Trustee, under the Senior Notes Indenture.
4.4**	First Supplemental Indenture, dated as of January 12, 2016, among the Subordinated Notes Issuer, Presidio Infrastructure Solutions LLC, as a New Subsidiary Guarantor, and Wilmington Trust, National Association, as Trustee, under the Subordinated Notes Indenture.
4.5*	Form of common stock certificate of Presidio, Inc.
4.6*	Securityholders Agreement, dated as of February 2, 2015, by and among Presidio, Inc. (f/k/a Aegis Holdings, Inc.) and certain securityholders of Presidio, Inc. (the “Management Stockholders Agreement”)
4.7*	Form of Apollo Stockholders Agreement.
5.1*	Opinion of Wachtell, Lipton, Rosen & Katz.
10.1	Credit Agreement, dated as of February 2, 2015, among Presidio Holdings Inc., as Holdings, Presidio IS LLC, as Intermediate Holdings, Presidio LLC, as Company and a Borrower, Presidio Networked Solutions LLC, as a Borrower, the Lenders Party Thereto, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent.
10.2**	Incremental Assumption Agreement and Amendment No. 1, dated as of May 19, 2015, among Presidio Holdings Inc., Presidio IS LLC, Presidio LLC, Presidio Networked Solutions LLC, the Subsidiary Loan Parties Party Thereto, the Refinancing Term Lender Party Thereto, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent.
10.3**	Incremental Assumption Agreement and Amendment No. 2, dated as of February 1, 2016, among Presidio Holdings Inc., Presidio IS LLC, Presidio LLC, Presidio Networked Solutions LLC, the Subsidiary Loan Parties Party Thereto, the Incremental Term Lender Party Thereto, and Credit Suisse AG, Cayman Islands Branch, as Administrative Agent.
10.4**	Incremental Assumption Agreement and Amendment No. 3, dated as of May 27, 2016, among Presidio Holdings Inc., Presidio IS LLC, Presidio LLC, Presidio Networked Solutions LLC, the Subsidiary Loan Parties Party Thereto and Credit Suisse AG, Cayman Islands Branch, as Incremental Term Lender and as Administrative Agent.

II-7

Exhibit No.	Description of Exhibit
10.5**	Second Amended and Restated Receivables Purchase Agreement, dated as of February 2, 2015, among Presidio Capital Funding LLC, as Seller, Presidio LLC, as Servicer, the Sub-Servicers Party Thereto, and PNC Bank, National Association, as Administrator.
10.6**	Amendment No. 1 to the Second Amended and Restated Receivables Purchase Agreement and Reaffirmation of Performance Guaranty, dated as of February 8, 2016, among Presidio Capital Funding LLC, as Seller, Presidio LLC, as Servicer, Presidio Networked Solutions LLC, as Sub-Servicer, Presidio IS LLC, as Performance Guarantor and PNC Bank, National Association, as Administrator.
10.7**	Third Amended and Restated Credit Agreement, dated February 28, 2014, between Castle Pines Capital LLC and Presidio Networked Solutions Group, LLC (f/k/a INX LLC and as successor to Bluewater Communications Group LLC).
10.8	First Amendment to the Third Amended and Restated Credit Agreement, dated March 26, 2014, between Castle Pines Capital LLC and Presidio Networked Solutions Group, LLC (f/k/a INX LLC and as successor to Bluewater Communications Group LLC).
10.9**	Acknowledgement and Second Amendment to the Third Amended and Restated Credit Agreement, dated November 25, 2014, between Castle Pines Capital LLC and Presidio Networked Solutions Group, LLC.
10.10**	Third Amendment to the Third Amended and Restated Credit Agreement, dated February 1, 2016, among Presidio Networked Solutions Group, LLC, Presidio Infrastructure Solutions LLC and Castle Pines Capital LLC.
10.11+	Systems Integrator Agreement by and between Cisco Systems, Inc. and Presidio Networked Solutions LLC (f/k/a The Presidio Corporation) dated as of May 14, 2002 (as amended on June 3, 2002, July 12, 2006, April 23, 2007, March 28, 2008, February 10, 2009, March 14, 2011, January 25, 2012, March 1, 2012, March 15, 2013 April 16, 2013, May 17, 2013, July 30, 2013, September 12, 2013, December 13, 2013, February 20, 2014, March 10, 2014, February 26, 2016, May 3, 2016, July 1, 2016, August 5, 2016, September 8, 2016 and November 8, 2016) (with addendums dated as of October 13, 2011, December 21, 2012, May 2, 2013 and February 3, 2014).
10.12**	Lease by and between 4C Realty, LLC and Presidio Networked Solutions LLC, dated September 17, 2014.
10.13*	Amended and Restated 2015 Long Term Incentive Plan
10.14*	2017 Long-Term Incentive Plan
21.1**	Subsidiaries of Presidio, Inc.
23.1*	Consent of Wachtell, Lipton, Rosen & Katz (contained in Exhibit 5.1).
23.2	Consent of RSM US LLP.
23.3	Consent of Gartner, Inc.
24.1**	Power of Attorney (included in signature pages).

* To be filed by amendment.

** Previously filed.

+ Portions of this exhibit have been omitted pursuant to a confidential treatment request. This information has been filed separately with the SEC.

II-8

EX-10.1

Exhibit 10.1

EXECUTION VERSION

CONFIDENTIAL

CREDIT AGREEMENT

Dated as of February 2, 2015

Among

PRESIDIO HOLDINGS INC.,

as Holdings,

PRESIDIO IS CORP.,

as Intermediate Holdings,

PRESIDIO, INC.,

as Company and a Borrower,

PRESIDIO NETWORKED SOLUTIONS, INC.

as a Borrower,

THE LENDERS PARTY HERETO,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH

as Administrative Agent,

CREDIT SUISSE SECURITIES (USA) LLC,

BARCLAYS BANK PLC,

CITIGROUP GLOBAL CAPITAL MARKETS INC.,

GOLDMAN SACHS BANK USA

and

ROYAL BANK OF CANADA

as Joint Lead Arrangers and Joint Bookrunners,

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS			1
Section 1.01	Defined Terms		1
Section 1.02	Terms Generally		60
Section 1.03	Effectuation of Transactions		61
Section 1.04	Exchange Rates; Currency Equivalents		61
Section 1.05	Additional Alternate Currencies for Loans		61
Section 1.06	Change of Currency		62
Section 1.07	Timing of Payment or Performance		62
Section 1.08	Times of Day		62
ARTICLE II THE CREDITS			62
Section 2.01	Commitments		62
Section 2.02	Loans and Borrowings		63
Section 2.03	Requests for Borrowings		63
Section 2.04	Swingline Loans		64
Section 2.05	Letters of Credit		66
Section 2.06	Funding of Borrowings		71
Section 2.07	Interest Elections		72
Section 2.08	Termination and Reduction of Commitments		73
Section 2.09	Repayment of Loans		73
Section 2.10	Repayment of Term Loans and Revolving Facility Loans		74
Section 2.11	Prepayment of Loans		75
Section 2.12	Fees		77
Section 2.13	Interest		78
Section 2.14	Alternate Rate of Interest		79
Section 2.15	Increased Costs		79
Section 2.16	Break Funding Payments		80
Section 2.17	Taxes		81
Section 2.18	Payments Generally; Pro Rata Treatment; Sharing of Set-offs		84
Section 2.19	Mitigation Obligations; Replacement of Lenders		86
Section 2.20	Illegality		87
Section 2.21	Incremental Commitments		87
Section 2.22	Defaulting Lender		96
Section 2.23	Borrower Representative		98
Section 2.24	Joint and Several Liability of the Borrowers		98
ARTICLE III REPRESENTATIONS AND WARRANTIES			99
Section 3.01	Organization; Powers		99
Section 3.02	Authorization		99
Section 3.03	Enforceability		100
Section 3.04	Governmental Approvals		100
Section 3.05	Financial Statements		100
Section 3.06	No Material Adverse Effect		100
Section 3.07	Title to Properties; Possession Under Leases		100

i

Section 3.08	Subsidiaries	101
Section 3.09	Litigation; Compliance with Laws	101
Section 3.10	Federal Reserve Regulations	102
Section 3.11	Investment Company Act	102
Section 3.12	Use of Proceeds	102
Section 3.13	Tax Returns	102
Section 3.14	No Material Misstatements	102
Section 3.15	Employee Benefit Plans	103
Section 3.16	Environmental Matters	103
Section 3.17	Security Documents	103
Section 3.18	Location of Real Property	104
Section 3.19	Solvency	104
Section 3.20	Labor Matters	105
Section 3.21	Insurance	105
Section 3.22	No Default	105
Section 3.23	Intellectual Property; Licenses, Etc.	105
Section 3.24	Senior Debt	105
Section 3.25	USA PATRIOT Act; OFAC	106
Section 3.26	Foreign Corrupt Practices Act	106
ARTICLE IV CONDITIONS OF LENDING		106
Section 4.01	All Credit Events	106
Section 4.02	First Credit Event	107
ARTICLE V AFFIRMATIVE COVENANTS		110
Section 5.01	Existence; Business and Properties	110
Section 5.02	Insurance	111
Section 5.03	Taxes	112
Section 5.04	Financial Statements, Reports, etc.	112
Section 5.05	Litigation and Other Notices	114
Section 5.06	Compliance with Laws	114
Section 5.07	Maintaining Records; Access to Properties and Inspections	114
Section 5.08	Use of Proceeds	115
Section 5.09	Compliance with Environmental Laws	115
Section 5.10	Further Assurances; Additional Security	115
Section 5.11	Rating	117
Section 5.12	Post-Closing	118
Section 5.13	Lender Calls	118
ARTICLE VI NEGATIVE COVENANTS		118
Section 6.01	Indebtedness	118
Section 6.02	Liens	124
Section 6.03	Sale and Lease-Back Transactions	129
Section 6.04	Investments, Loans and Advances	130
Section 6.05	Mergers, Consolidations, Sales of Assets and Acquisitions	134
Section 6.06	Dividends and Distributions	137
Section 6.07	Transactions with Affiliates	139
Section 6.08	Business of Holdings and the Subsidiaries	142

ii

Section 6.09	Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc.	142
Section 6.10	Fiscal Year	145
Section 6.11	Financial Covenant	145
ARTICLE VI [RESERVED]		146
ARTICLE VII EVENTS OF DEFAULT		146
Section 7.01	Events of Default	146
Section 7.02	Treatment of Certain Payments	148
Section 7.03	Right to Cure	149
ARTICLE VIII THE AGENTS		149
Section 8.01	Appointment	149
Section 8.02	Delegation of Duties	150
Section 8.03	Exculpatory Provisions	150
Section 8.04	Reliance by Agents	151
Section 8.05	Notice of Default	151
Section 8.06	Non-Reliance on Agents and Other Lenders	152
Section 8.07	Indemnification	152
Section 8.08	Agent in Its Individual Capacity	153
Section 8.09	Successor Administrative Agent	153
Section 8.10	Arrangers, Syndication Agent and Documentation Agent	153
Section 8.11	Security Documents and Collateral Agent	153
Section 8.12	Right to Realize on Collateral and Enforce Guarantees	154
Section 8.13	Withholding Tax	155
ARTICLE IX MISCELLANEOUS		155
Section 9.01	Notices; Communications	155
Section 9.02	Survival of Agreement	156
Section 9.03	Binding Effect	157
Section 9.04	Successors and Assigns	157
Section 9.05	Expenses; Indemnity	162
Section 9.06	Right of Set-off	164
Section 9.07	Applicable Law	164
Section 9.08	Waivers; Amendment	165
Section 9.09	Interest Rate Limitation	168
Section 9.10	Entire Agreement	168
Section 9.11	WAIVER OF JURY TRIAL	168
Section 9.12	Severability	169
Section 9.13	Counterparts	169
Section 9.14	Headings	169
Section 9.15	Jurisdiction; Consent to Service of Process	169
Section 9.16	Confidentiality	170
Section 9.17	Platform; Borrower Materials	170
Section 9.18	Release of Liens and Guarantees	171
Section 9.19	Judgment Currency	172

iii

Section 9.20	USA PATRIOT Act Notice	173
Section 9.21	Affiliate Lenders	173
Section 9.22	Agency of the Borrowers for the Loan Parties	174
Section 9.23	No Liability of the Issuing Banks	174
Section 9.24	Guarantor Redesignation	174

iv

Exhibits, Schedules and Annex

Exhibit A	Form of Assignment and Acceptance
Exhibit B	Form of Administrative Questionnaire
Exhibit C	Form of Solvency Certificate
Exhibit D-1	Form of Borrowing Request
Exhibit D-2	Form of Swingline Borrowing Request
Exhibit E	Form of Interest Election Request
Exhibit F	Form of Mortgage
Exhibit G	Form of Permitted Loan Purchase Assignment and Acceptance
Exhibit H	Form of First Lien/First Lien Intercreditor Agreement
Exhibit I	Form of First Lien/Second Lien Intercreditor Agreement
Exhibit J	Form of Non-Bank Tax Certificate
Exhibit K	Form of Intercompany Subordination Terms
Exhibit L	Form of Swingline Note
Schedule 1.01(A)	Certain Excluded Equity Interests
Schedule 1.01(B)	Immaterial Subsidiaries
Schedule 1.01(C)	Existing Roll-Over Letters of Credit
Schedule 1.01(D)	Closing Date Unrestricted Subsidiaries
Schedule 1.01(E)	Closing Date Mortgaged Properties
Schedule 2.01	Commitments
Schedule 3.01	Organization and Good Standing
Schedule 3.04	Governmental Approvals
Schedule 3.05	Financial Statements
Schedule 3.07(c)	Notices of Condemnation
Schedule 3.08(a)	Subsidiaries
Schedule 3.08(b)	Subscriptions
Schedule 3.13	Taxes
Schedule 3.16	Environmental Matters
Schedule 3.21	Insurance
Schedule 3.23	Intellectual Property
Schedule 5.12	Post-Closing Items
Schedule 6.01	Indebtedness
Schedule 6.02(a)	Liens
Schedule 6.04	Investments
Schedule 6.07	Transactions with Affiliates
Schedule 9.01	Notice Information

v

CREDIT AGREEMENT dated as of February 2, 2015 (this “Agreement”), among PRESIDIO HOLDINGS INC., a Delaware corporation (“Holdings”), PRESIDIO IS CORP., a Delaware corporation (“Intermediate Holdings”) PRESIDIO, INC., a Georgia corporation (the “Company” and a “Borrower”), PRESIDIO NETWORKED SOLUTIONS, INC., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the LENDERS party hereto from time to time, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Administrative Agent (in such capacity, the “Administrative Agent”) for the Lenders.

WHEREAS, Aegis Holdings, Inc., a Delaware corporation (“Merger Parent”), Aegis Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Holdings, have entered into the Merger Agreement (as defined below) pursuant to which Merger Sub will merge with and into Holdings (the “Merger”), with Intermediate Holdings and the Company surviving as wholly-owned subsidiaries of Holdings; and

WHEREAS, in connection with the consummation of the transactions contemplated by the Merger Agreement, the Borrowers have requested the Lenders to extend credit as set forth herein;

NOW, THEREFORE, the Lenders and the Issuing Banks are willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01 Defined Terms. As used in this Agreement, the following terms shall have the meanings specified below:

“ABR” shall mean, for any day, a fluctuating rate per annum equal to the highest of (a) the Federal Funds Effective Rate in effect for such day plus 0.50%, (b) the Prime Rate in effect on such day and (c) the Adjusted LIBO Rate for a one-month Interest Period on such day (or if such day is not a Business Day, the immediately preceding Business Day) plus 1.00%; provided, that for the avoidance of doubt, the LIBO 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 ICE Benchmark Administration Interest Settlement Rates (or the successor thereto if the ICE Benchmark Administration is no longer making a LIBO Rate available) for deposits in Dollars (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration (or the successor thereto if the ICE Benchmark Administration is no longer making a LIBO Rate available) as an authorized vendor for the purpose of displaying such rates). Any change in such rate due to a change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate shall be effective from and including the effective date of such change in the Prime Rate, the Federal Funds Effective Rate or the Adjusted LIBO Rate, as the case may be.

“ABR Borrowing” shall mean a Borrowing comprised of ABR Loans.

“ABR Loan” shall mean any ABR Term Loan, ABR Revolving Loan or Swingline Loan (other than a Swingline Loan made under a Working Cash Agreement or in an Alternate Currency).

“ABR Revolving Facility Borrowing” shall mean a Borrowing comprised of ABR Revolving Loans.

“ABR Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.

“ABR Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the ABR in accordance with the provisions of Article II.

“Additional Mortgage” shall have the meaning assigned to such term in Section 5.10(c).

“Adjusted LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, an interest rate per annum equal to the greater of (x) (a) the LIBO Rate in effect for such Interest Period divided by (b) one minus the Statutory Reserves applicable to such Eurocurrency Borrowing, if any, and (y) in the case of Eurocurrency Borrowings composed of Eurocurrency Term Loans, 1.00%, or, in the case of all other Eurocurrency Borrowings, 0.00%.

“Adjustment Date” shall have the meaning assigned to such term in the definition of “Pricing Grid”.

“Administrative Agent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, together with its successors and assigns.

“Administrative Agent Fees” shall have the meaning assigned to such term in Section 2.12(c).

“Administrative Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit B or such other form supplied by the Administrative Agent.

“Affiliate” shall mean, when used with respect to a specified 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.

“Affiliate Lender” shall have the meaning assigned to such term in Section 9.21(a).

“Agents” shall mean the Administrative Agent and the Collateral Agent.

“Agreement” shall have the meaning assigned to such term in the introductory paragraph of this Agreement, as may be amended, restated, supplemented or otherwise modified from time to time.

“Agreement Currency” shall have the meaning assigned to such term in Section 9.19.

“All-in Yield” shall mean, as to any Loans, the yield thereon payable to all Lenders (or other lenders, as applicable) providing such Loans in the primary syndication thereof, as reasonably determined by the Administrative Agent in consultation with the Borrower Representative, whether in the form of interest rate, margin, original issue discount, up-front fees, rate floors or otherwise; provided, that original issue discount and up-front fees shall be equated to interest rate assuming a 4-year life to maturity (or, if less, the remaining life to maturity of such Loans); and provided, further, that “All-in Yield” shall not include arrangement, commitment, underwriting, structuring or similar fees and customary consent fees for an amendment paid generally to consenting lenders.

“Alternate Currency” shall mean (i) with respect to any Letter of Credit, any currency other than Dollars as may be acceptable to the Administrative Agent and the Issuing Bank with respect thereto in their sole discretion, (ii) with respect to any Loan (other than a Swingline Loan), any currency other than Dollars that is approved in accordance with Section 1.05 and (iii) with respect to any Swingline Loan, any currency other than Dollars that is approved by the Swingline Lender making such Swingline Loan in its sole discretion.

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“Alternate Currency Equivalent” shall mean, at any time, with respect to any amount denominated in Dollars, the equivalent amount thereof in the applicable Alternate Currency as determined by the Administrative Agent or the Issuing Bank, 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 such Alternate Currency with Dollars.

“Alternate Currency Letter of Credit” shall mean any Letter of Credit denominated in an Alternate Currency.

“Alternate Currency Loan” shall mean any Loan denominated in an Alternate Currency.

“AP Facility” shall have the meaning assigned to such term in Section 6.02(oo).

“AP Facility Assets” shall have the meaning assigned to such term in Section 6.02(oo).

“Applicable Commitment Fee” shall mean for any day (i) with respect to any Revolving Facility Commitments relating to Initial Revolving Loans, 0.50%; provided that on and after the first Adjustment Date, so long as no Default or Event of Default shall have occurred and be continuing, the Applicable Commitment Fee with respect to the Revolving Facility Commitments will be determined pursuant to the Pricing Grid; or (ii) with respect to any Other Revolving Facility Commitments, the “Applicable Commitment Fee” set forth in the applicable Incremental Assumption Agreement.

“Applicable Date” shall have the meaning assigned to such term in Section 9.08(f).

“Applicable Margin” shall mean for any day (i) with respect to any Term B Loan, 5.25% per annum in the case of any Eurocurrency Loan and 4.25% per annum in the case of any ABR Loan; (ii) with respect to any Revolving Facility Loan, 4.25% per annum in the case of any Eurocurrency Loan and 3.25% per annum in the case of any ABR Loan; provided that on and after the first Adjustment Date, so long as no Default or Event of Default shall have occurred and be continuing, the Applicable Margin with respect to the Revolving Facility Loans will be determined pursuant to the Pricing Grid; and (iii) with respect to any Other Term Loan or Other Revolving Loan, the “Applicable Margin” set forth in the Incremental Assumption Agreement relating thereto.

“Applicable Period” shall mean an Excess Cash Flow Period or an Excess Cash Flow Interim Period, as the case may be.

“Approved Fund” shall have the meaning assigned to such term in Section 9.04(b)(ii).

“AR Facility” shall mean the receivables financing facility under the Second Amended and Restated Receivables Purchase Agreement dated as of the date hereof (the “RPA”) by and among, Presidio Capital Funding LLC, as Seller, the Company, as Servicer, the sub-servicers from time to time party thereto, the various purchaser groups from time to time party thereto and PNC Bank, National Association as Administrator and the Transaction Documents (as defined in the RPA), in each case, as may be amended, restated, refinanced or otherwise modified from time to time to the extent that, after giving effect thereto, such facility constitutes a Permitted Securitization Facility.

“AR Priority Collateral” shall having the meaning given to the term “Pool Assets” in the AR Facility as of the date hereof.

“Arrangers” shall mean, collectively, Credit Suisse Securities (USA) LLC, Barclays Bank PLC, Citigroup Global Capital Markets Inc., Goldman Sachs Bank USA and Royal Bank of Canada.

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“Asset Sale” shall mean any loss, damage, destruction or condemnation of, or any Disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of, any asset or assets of Holdings or any Subsidiary.

“Assignee” shall have the meaning assigned to such term in Section 9.04(b)(i).

“Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Assignee, and accepted by the Administrative Agent and the Borrower Representative (if required by Section 9.04), in the form of Exhibit A or such other form as shall be approved by the Administrative Agent and reasonably satisfactory to the Borrower Representative.

“Assuming Borrower” shall have the meaning assigned to such term in Section 9.24.

“Availability Period” shall mean, with respect to any Class of Revolving Facility Commitments, the period from and including the Closing Date (or, if later, the effective date for such Class of Revolving Facility Commitments) to but excluding the earlier of the Revolving Facility Maturity Date for such Class and, in the case of each of the Revolving Facility Loans, Revolving Facility Borrowings, Swingline Loans, Swingline Borrowings and Letters of Credit, the date of termination of the Revolving Facility Commitments of such Class.

“Available Unused Commitment” shall mean, with respect to a Revolving Facility Lender under any Class of Revolving Facility Commitments at any time, an amount equal to the Dollar Equivalent of the amount by which (a) the applicable Revolving Facility Commitment of such Revolving Facility Lender at such time exceeds (b) the applicable Revolving Facility Credit Exposure of such Revolving Facility Lender at such time.

“Below Threshold Asset Sale Proceeds” shall have the meaning assigned to such term in the definition of the term “Cumulative Credit”.

“Board” shall mean the Board of Governors of the Federal Reserve System of the United States of America.

“Board of Directors” shall mean, as to any person, the board of directors or other governing body of such person, or if such person is owned or managed by a single entity, the board of directors or other governing body of such entity.

“Borrowers” shall have the meaning assigned to such term in the introductory paragraph of this Agreement and “Borrower” means either of the Borrowers, as the context may require (provided that after any designation of a Borrower as a Guarantor in accordance with Section 9.24, such Borrower shall cease to be a “Borrower” hereunder). If not otherwise clear from the context, “Borrower” shall refer to the Company.

“Borrower Materials” shall have the meaning assigned to such term in Section 9.17.

“Borrowing” shall mean a group of Loans of a single Type under a single Facility, and made on a single date and, in the case of Eurocurrency Loans, as to which a single Interest Period is in effect.

“Borrowing Minimum” shall mean (a) in the case of Eurocurrency Loans, $5,000,000, (b) in the case of ABR Loans, $5,000,000 and (c) in the case of Swingline Loans, $100,000.

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“Borrowing Multiple” shall mean (a) in the case of Eurocurrency Loans, $1,000,000, (b) in the case of ABR Loans, $1,000,000 and (c) in the case of Swingline Loans, $50,000.

“Borrower Representative” shall have the meaning assigned to such term in Section 2.23.

“Borrowing Request” shall mean a request by the Borrower Representative in accordance with the terms of Section 2.03 and substantially in the form of Exhibit D-1 or another form approved by the Administrative Agent.

“Budget” shall have the meaning assigned to such term in Section 5.04(e).

“Business Day” shall mean any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided, that when used in connection with a Eurocurrency Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in deposits in Dollars in the London interbank market.

“Capital Expenditures” shall mean, for any person in respect of any period, the aggregate of all expenditures incurred by such person during such period that, in accordance with GAAP, are or should be included in “additions to property, plant or equipment” or similar items reflected in the statement of cash flows of such person; provided, however, that, Capital Expenditures for Holdings and the Subsidiaries shall not include:

(a) expenditures to the extent made with proceeds of the issuance of Qualified Equity Interests (other than Disqualified Stock) of Holdings or capital contributions to Holdings or funds that would have constituted Net Proceeds under clause (a) of the definition of the term “Net Proceeds” (but that will not constitute Net Proceeds as a result of the first or second proviso to such clause (a)); provided that (i) this clause (a) shall exclude expenditures made with the proceeds of Permitted Cure Securities, proceeds of Equity Interests referred to in Section 6.01(l) and used to incur Indebtedness under such clause 6.01(l), proceeds from sales of Equity Interests financed as contemplated by Section 6.04(e)(iii), proceeds of Equity Interests used to make Investments pursuant to Section 6.04(q), proceeds of Equity Interests used to make a Restricted Payment in reliance on clause (x) of the proviso to Section 6.06(c) and any proceeds used to finance the payments or distributions in respect of any Junior Financing pursuant to Section 6.09(b)(i)(C) and (D) and (ii) such proceeds are not included in any determination of the Cumulative Credit;

(b) expenditures of proceeds of insurance settlements, condemnation awards and other settlements in respect of lost, destroyed, damaged or condemned assets, equipment or other property to the extent such expenditures are made to replace or repair such lost, destroyed, damaged or condemned assets, equipment or other property or otherwise to acquire, maintain, develop, construct, improve, upgrade or repair assets or properties useful in the business of Holdings and the Subsidiaries to the extent such proceeds are not then required to be applied to prepay Term Loans pursuant to Section 2.11(b);

(c) interest capitalized during such period;

(d) expenditures that are accounted for as capital expenditures of such person and that actually are paid for by a third party (excluding Holdings, the Borrowers or any Subsidiary) and for which none of Holdings, the Borrowers or any Subsidiary has provided or is required to provide or incur, directly or indirectly, any consideration or obligation to such third party or any other person (whether before, during or after such period);

(e) the book value of any asset owned by such person prior to or during such period to the extent that such book value is included as a capital expenditure during such period as a result of such person reusing or beginning to reuse such asset during such period without a corresponding expenditure

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actually having been made in such period; provided that (i) any expenditure necessary in order to permit such asset to be reused shall be included as a Capital Expenditure during the period that such expenditure actually is made and (ii) such book value shall have been included in Capital Expenditures when such asset was originally acquired;

(f) the purchase price of equipment purchased during such period to the extent that the consideration therefor consists of any combination of (i) used or surplus equipment traded in at the time of such purchase and (ii) the proceeds of a concurrent sale of used or surplus equipment, in each case, in the ordinary course of business;

(g) Investments in respect of a Permitted Business Acquisition; or

(h) the purchase of property, plant or equipment made with proceeds from any Asset Sale to the extent such proceeds are not then required to be applied to prepay Term Loans pursuant to Section 2.11(b).

“Capitalized Lease Obligations” shall mean, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at such time be required to be capitalized and reflected as a liability on a balance sheet (excluding the footnotes thereto) in accordance with GAAP; provided that obligations of Holdings or its Subsidiaries, or of a special purpose or other entity not consolidated with Holdings and its Subsidiaries, either existing on the Closing Date or created thereafter that (a) initially were not included on the consolidated balance sheet of Holdings as capital lease obligations and were subsequently recharacterized as capital lease obligations or, in the case of such a special purpose or other entity becoming consolidated with Holdings and its Subsidiaries were required to be characterized as capital lease obligations upon such consideration, in either case, due to a change in accounting treatment or otherwise, or (b) did not exist on the Closing Date and were required to be characterized as capital lease obligations but would not have been required to be treated as capital lease obligations on the Closing Date had they existed at that time, shall for all purposes not be treated as Capitalized Lease Obligations or Indebtedness.

“Capitalized Software Expenditures” shall mean, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities) by a person during such period in respect of licensed or purchased software or internally developed software and software enhancements that, in accordance with GAAP, are or are required to be reflected as capitalized costs on the consolidated balance sheet of such person and its subsidiaries.

“Cash Collateralize” shall mean to pledge and deposit with or deliver to the Collateral Agent, for the benefit of one or more of the Issuing Banks or Lenders, as collateral for Revolving L/C Exposure or obligations of the Lenders to fund participations in respect of Revolving L/C Exposure, cash or deposit account balances or, if the Collateral Agent and each Issuing Bank shall agree in their sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to the Collateral Agent and each applicable Issuing Bank. “Cash Collateral” and “Cash Collateralization” shall have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.

“Cash Interest Expense” shall mean, with respect to Holdings and the Subsidiaries on a consolidated basis for any period, Interest Expense for such period to the extent such amounts are paid in cash for such period, excluding, without duplication, in any event (a) pay-in-kind Interest Expense or other non-cash Interest Expense (including as a result of the effects of purchase accounting), (b) to the extent included in Interest Expense, the amortization of any financing fees paid by, or on behalf of, Holdings or any Subsidiary, including such fees paid in connection with the Transactions or upon entering into a Permitted Securitization Financing, (c) the amortization of debt discounts, if any, or fees in respect of

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Hedging Agreements and (d) any one time financing fees, including those paid in connection with the Transactions, or upon entering into a Permitted Securitization Financing or any amendment of this Agreement.

“Cash Management Agreement” shall mean any agreement to provide to Holdings, either Borrower or any Subsidiary cash management services for collections, treasury management services (including controlled disbursement, overdraft, automated clearing house fund transfer services, return items and interstate depository network services), any demand deposit, payroll, trust or operating account relationships, commercial credit cards, merchant card, purchase or debit cards, non-card e-payables services, and other cash management services, including electronic funds transfer services, lockbox services, stop payment services and wire transfer services.

“Cash Management Bank” shall mean any person that, at the time it enters into a Cash Management Agreement (or on the Closing Date), is an Agent, an Arranger, a Lender or an Affiliate of any such person, in each case, in its capacity as a party to such Cash Management Agreement.

“Castle Pines” shall have the meaning assigned to such term in Section 4.02(h).

“CFC” shall mean a “controlled foreign corporation” within the meaning of section 957(a) of the Code.

A “Change in Control” shall be deemed to occur if:

(a) (i) at any time prior to a Qualified IPO, (x) the Permitted Holders in the aggregate shall at any time cease to have, directly or indirectly, the power to vote or direct the voting of more than 50% of the Voting Stock of Holdings or (y) any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such person, entity or “group” and its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders, shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of a percentage of the voting power of the outstanding Voting Stock of Holdings that is greater than the percentage of such voting power of such Voting Stock in the aggregate, directly or indirectly, beneficially owned by the Permitted Holders or (ii) at any time on and after a Qualified IPO, any person, entity or “group” (within the meaning of Section 13(d) or 14(d) of the Exchange Act, but excluding any employee benefit plan of such person, entity or “group” and its subsidiaries and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan), other than the Permitted Holders (or any holding company parent of Holdings owned directly or indirectly by the Permitted Holders), shall at any time have acquired direct or indirect beneficial ownership (as defined in Rules 13(d)-3 and 13(d)-5 under the Exchange Act) of voting power of the outstanding Voting Stock of Holdings having more than the greater of (A) 50% of the ordinary voting power for the election of directors of Holdings and (B) the percentage of the ordinary voting power for the election of directors of Holdings owned in the aggregate, directly or indirectly, beneficially, by the Permitted Holders, unless in the case of either clause (i) or (ii) of this clause (a), the Permitted Holders have, at such time, the right or the ability by voting power, contract or otherwise to elect or designate for election at least a majority of the members of the Board of Directors of Holdings; or

(b) a “Change of Control” (as defined in (i) the Senior Unsecured Notes Indenture, (ii) the Subordinated Unsecured Notes Indenture, (iii) the AR Facility, (iv) the CPC Facility, (v) any indenture or credit agreement in respect of Permitted Refinancing Indebtedness with respect to the Unsecured Notes constituting Material Indebtedness or (vi) any indenture or credit agreement in respect of any Junior Financing constituting Material Indebtedness) shall have occurred; or

(c) Holdings shall fail to own, directly or indirectly, beneficially and of record, 100% of the issued and outstanding Equity Interests of each Borrower.

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“Change in Law” shall mean (a) the adoption of any law, rule or regulation after the Closing Date, (b) any change in law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the Closing Date or (c) compliance by any Lender (or, for purposes of Section 2.15(b), by any Lending Office of such Lender or by such Lender’s holding company, if any) with any written request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the Closing Date; provided, however, that notwithstanding anything herein to the contrary, (x) all requests, rules, guidelines or directives under or issued in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act, all interpretations and applications thereof and any compliance by a Lender with any request or directive relating thereto and (y) all requests, rules, guidelines or directives promulgated under or in connection with, all interpretations and applications of, or and any compliance by a Lender with any request or directive relating to International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States of America or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case under clauses (x) and (y) be deemed to be a “Change in Law” but only to the extent a Lender is imposing applicable increased costs or costs in connection with capital adequacy requirements similar to those described in clauses (a) and (b) of Section 2.15 generally on other borrowers of loans under United States of America cash flow term loan or revolving credit facilities.

“Charges” shall have the meaning assigned to such term in Section 9.09.

“Class” shall mean, (a) when used in respect of any Loan or Borrowing, whether such Loan or the Loans comprising such Borrowing are Term B Loans, Other Term Loans, Initial Revolving Loans or Other Revolving Loans; and (b) when used in respect of any Commitment, whether such Commitment is in respect of a commitment to make Term B Loans, Other Term Loans, Initial Revolving Loans or Other Revolving Loans. Other Term Loans or Other Revolving Loans that have different terms and conditions (together with the Commitments in respect thereof) from the Term B Loans or the Initial Revolving Loans, respectively, or from other Other Term Loans or other Other Revolving Loans, as applicable, shall be construed to be in separate and distinct Classes.

“Class Loans” shall have the meaning assigned to such term in Section 9.08(f).

“Closing Date” shall mean February 2, 2015.

“Closing Date Mortgaged Properties” shall have the meaning assigned to such term in the definition of “Mortgaged Properties”.

“Closing Date Refinanced Indebtedness” shall mean indebtedness under the Existing Credit Agreement.

“Code” shall mean the Internal Revenue Code of 1986, as amended.

“Co-Investors” shall mean each of (a) the Fund and the Fund Affiliates (excluding any of their portfolio companies) and (b) the Management Group.

“Collateral” shall mean all the “Collateral” as defined in any Security Document and shall also include the Mortgaged Properties and all other property that is subject to any Lien in favor of the Administrative Agent, the Collateral Agent or any Subagent for the benefit of the Lenders pursuant to any Security Document, and shall exclude, for the avoidance of doubt, any Excluded Securities.

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“Collateral Agent” shall mean the Administrative Agent acting as collateral agent for the Secured Parties, together with its successors and permitted assigns in such capacity.

“Collateral Agreement” shall mean the Collateral Agreement, dated as of the Closing Date, as the same may be amended, restated, supplemented or otherwise modified from time to time, among Holdings, Intermediate Holdings, the Borrowers, each Subsidiary Loan Party and the Collateral Agent.

“Collateral and Guarantee Requirement” shall mean the requirement that (in each case subject to Sections 5.10(d), (e) and (g) and Schedule 5.12):

(a) on the Closing Date, the Collateral Agent shall have received (i) from each Borrower, and each other Loan Party, a counterpart of the Collateral Agreement and (ii) from each Loan Party, a counterpart of the Guarantee Agreement, in each case duly executed and delivered on behalf of such person;

(b) on the Closing Date, (i)(x) all outstanding Equity Interests of each Borrower and all other outstanding Equity Interests, in each case, directly owned by the Loan Parties, other than Excluded Securities, and (y) all Indebtedness owing to any Loan Party, other than Excluded Securities, shall have been pledged pursuant to the Collateral Agreement and (ii) the Collateral Agent shall have received certificates or other instruments (if any) representing such Equity Interests (other than certificates or instruments issued by subsidiaries of the Company that are not received from the Company on or prior to the Closing Date) and any notes or other instruments required to be delivered pursuant to the applicable Security Documents, together with stock powers, note powers or other instruments of transfer with respect thereto endorsed in blank;

(c) in the case of any person that becomes a Loan Party after the Closing Date, the Collateral Agent shall have received (i) a supplement to the Collateral Agreement and the Guarantee Agreement and (ii) supplements to the other Security Documents, if applicable, in the form specified therefor or otherwise reasonably acceptable to the Administrative Agent, in each case, duly executed and delivered on behalf of such Loan Party;

(d) after the Closing Date, (x) all outstanding Equity Interests of any person that becomes a Loan Party after the Closing Date and (y) subject to Section 5.10(g), all Equity Interests directly acquired by a Loan Party after the Closing Date, other than Excluded Securities, shall have been pledged pursuant to the Collateral Agreement, together with stock powers or other instruments of transfer with respect thereto endorsed in blank;

(e) except as otherwise expressly contemplated by this Agreement or any Security Document, all documents and instruments, including Uniform Commercial Code financing statements, and filings with the United States Copyright Office and the United States Patent and Trademark Office, and all other actions reasonably requested by the Collateral Agent (including those required by applicable Requirements of Law) to be delivered, filed, registered or recorded to create the Liens intended to be created by the Security Documents (in each case, including any supplements thereto) and perfect such Liens to the extent required by, and with the priority required by, the Security Documents, shall have been delivered, filed, registered or recorded or delivered to the Collateral Agent (for filing, registration or the recording concurrently with, or promptly following, the execution and delivery of each such Security Document);

(f) within (x) 120 days after the Closing Date with respect to each Closing Date Mortgaged Property set forth on Schedule 1.01(E) (or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) within the time periods set forth in Section 5.10 with respect to Mortgaged Properties encumbered pursuant to said Section 5.10, the Collateral Agent shall have received

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(i) counterparts of each Mortgage to be entered into with respect to each such Mortgaged Property duly executed and delivered by the record owner of such Mortgaged Property and suitable for recording or filing in all filing or recording offices that the Collateral Agent may reasonably deem necessary or desirable in order to create a valid and enforceable Lien subject to no other Liens except Permitted Liens, at the time of recordation thereof, (ii) with respect to the Mortgage encumbering each such Mortgaged Property, opinions of counsel regarding the enforceability, due authorization, execution and delivery of the Mortgages and such other matters customarily covered in real estate counsel opinions as the Collateral Agent may reasonably request, in form and substance reasonably acceptable to the Collateral Agent, (iii) with respect to each such Mortgaged Property, the Flood Documentation and (iv) such other documents as the Collateral Agent may reasonably request that are available to the Borrowers without material expense with respect to any such Mortgage or Mortgaged Property;

(g) within (x) 120 days after the Closing Date with respect to each Closing Date Mortgaged Property set forth on Schedule 1.01(E) (or on such later date as the Collateral Agent may agree in its reasonable discretion) and (y) within the time periods set forth in Section 5.10 with respect to Mortgaged Properties encumbered pursuant to said Section 5.10, the Collateral Agent shall have received (i) a policy or policies or marked up unconditional binder of title insurance with respect to properties located in the United States of America, or a date-down and modification endorsement, if available, paid for by the Borrowers, issued by a nationally recognized title insurance company insuring the Lien of each Mortgage as a valid Lien on the Mortgaged Property described therein, free of any other Liens except Permitted Liens, together with such customary endorsements, coinsurance and reinsurance as the Collateral Agent may reasonably request and which are available at commercially reasonable rates in the jurisdiction where the applicable Mortgaged Property is located and (ii) a survey of each Mortgaged Property (including all improvements, easements and other customary matters thereon reasonably required by the Collateral Agent), as applicable, for which all necessary fees (where applicable) have been paid with respect to properties located in the United States of America, which is (A) complying in all material respects with the minimum detail requirements of the American Land Title Association and American Congress of Surveying and Mapping as such requirements are in effect on the date of preparation of such survey and (B) sufficient for such title insurance company to remove all standard survey exceptions from the title insurance policy relating to such Mortgaged Property or otherwise reasonably acceptable to the Collateral Agent;

(h) evidence reasonably satisfactory to the Administrative Agent of the insurance required by the terms of Section 5.02 hereof; and

(i) after the Closing Date, the Collateral Agent shall have received (i) such other Security Documents as may be required to be delivered pursuant to Section 5.10 or the Collateral Agreement, and (ii) upon reasonable request by the Collateral Agent, evidence of compliance with any other requirements of Section 5.10.

“Commitment Fee” shall have the meaning assigned to such term in Section 2.12(a).

“Commitment Letter” shall mean that certain Commitment Letter dated November 26, 2014, by and among Merger Parent, the Administrative Agent and the Arrangers.

“Commitments” shall mean (a) with respect to any Lender, such Lender’s Revolving Facility Commitment and Term Facility Commitment and (b) with respect to any Swingline Lender, its Swingline Commitment (it being understood that a Swingline Commitment does not increase the applicable Swingline Lender’s Revolving Facility Commitment).

“Commodity Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor statute.

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“Company” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Company Material Adverse Effect” means a change, effect, event, occurrence or circumstance that, individually or in the aggregate, has or would reasonably be expected to have or result in a material adverse effect on the assets, liabilities, condition or results of operations of Holdings and its Subsidiaries, taken as a whole; provided, however, that none of the following shall be deemed (either alone or in combination) to constitute, and none of the following shall be taken into account in determining whether there has been or may be, a Company Material Adverse Effect: (i) the effect of any change in the United States or foreign economies or securities, financial, banking or credit markets (including changes in interest or exchange rates) or geopolitical conditions in general; (ii) the effect of any change that generally affects any industry in which Holdings or any of its Subsidiaries operates or seasonal changes in the results of operations of Holdings or any of its Subsidiaries; (iii) the effect of any natural disasters or acts of nature, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions; (iv) the effect of any action or any omission to act taken by Holdings or its Affiliates with respect to the transactions contemplated hereby or with respect to Holdings or its Subsidiaries as required by the Merger Agreement or with the written consent of or at the written request of Holdings; (v) the effect of any action or any omission to act taken by Holdings as contemplated by the Merger Agreement or with the written consent of or at the written request of Holdings; (vi) the effect of any changes in applicable Laws or accounting rules or any action required to be taken under any applicable Law or Order or any existing contract by which Holdings or any of its Subsidiaries (or any of their respective properties) is bound; (vii) the failure of Holdings or its Subsidiaries to meet any of their internal projections (it being understood that the change, effect, event, occurrence or circumstance giving rise or contributing to such failure may be taken into account in determining whether there has been a Company Material Adverse Effect), but excluding, in each of the cases described in subclauses (i)-(iii) and (vi) above, any development, occurrence or circumstance that has a materially disproportionate impact on Holdings and its Subsidiaries, taken as a whole, relative to similarly situated companies engaged in the industries in which Holdings and its Subsidiaries conduct their business (in which event the extent of such disproportionate effect may be taken into account in determining whether there has been a Company Material Adverse Effect); (viii) any effect resulting from the negotiation, execution, announcement or performance of the Merger Agreement, compliance with terms of the Merger Agreement or the consummation of the transactions contemplated by the Merger Agreement or any communication by Holdings or any of its Affiliates of its plans or intentions (including in respect of employees) with respect to any of the businesses of Holdings and its Subsidiaries (provided, however, that the exceptions in this subclause (viii) shall not apply to the representations and warranties in Section 3.3 and Section 4.4 of the Merger Agreement, to the extent related thereto), or (ix) any effect that results from any action taken at the prior written request of Holdings or with Holdings’ prior written consent.

“Conduit Lender” shall mean any special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its Conduit Lender; provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Sections 2.15, 2.16, 2.17 or 9.05 than the designating Lender would have been entitled to receive in respect of the extensions of credit made by such Conduit Lender unless the designation of such Conduit Lender is made with the prior written consent of the Borrower Representative (not to be unreasonably withheld or delayed), which consent shall specify that it is being made pursuant to the proviso in the definition of Conduit Lender and provided that the designating Lender provides such information as the Borrower Representative reasonably requests in order for the Borrower Representative to determine whether to provide its consent or (b) be deemed to have any Commitment.

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“Consolidated Debt” at any date shall mean the sum of (without duplication) all Indebtedness (other than letters of credit or bank guarantees, to the extent undrawn) consisting of Indebtedness for borrowed money, Indebtedness of the type described in clause (b) (to the extent for borrowed money) of the definition thereof and Disqualified Stock of Holdings and the Subsidiaries determined on a consolidated basis on such date in accordance with GAAP. Consolidated Debt shall not include obligations in respect of the AR Facility or other Permitted Securitization Financings.

“Consolidated Net Income” shall mean, with respect to any person for any period, the aggregate of the Net Income of such person and its subsidiaries for such period, on a consolidated basis; provided, however, that, without duplication,

(i) any net after-tax extraordinary, nonrecurring or unusual gains or losses or income or expense or charge (less all fees and expenses relating thereto), any severance, relocation or other restructuring expenses, any expenses related to any New Office/ Location or any reconstruction, decommissioning, recommissioning or reconfiguration of fixed assets for alternative uses, fees, expenses or charges relating to office or facility closing costs, rebranding costs, curtailments or modifications to pension and post-retirement employee benefit plans, excess pension charges, acquisition integration costs, facility or office opening costs, signing, retention or completion bonuses, and expenses or charges related to any offering of Equity Interests or debt securities of either Borrower, Holdings, Intermediate Holdings or any Parent Entity, any Investment, acquisition, Disposition, recapitalization or issuance, repayment, refinancing, amendment or modification of Indebtedness (in each case, whether or not successful), and any fees, expenses, charges or change in control payments related to the Transactions (including any costs relating to auditing prior periods, any transition-related expenses, and Transaction Expenses incurred before, on or after the Closing Date), in each case, shall be excluded,

(ii) any net after-tax income or loss from Disposed of, abandoned, closed or discontinued operations or fixed assets and any net after-tax gain or loss on the Dispositions of Disposed of, abandoned, closed or discontinued operations or fixed assets shall be excluded,

(iii) any net after-tax gain or loss (less all fees and expenses or charges relating thereto) attributable to business Dispositions or asset Dispositions other than in the ordinary course of business (as determined in good faith by the management of the Borrower Representative) shall be excluded,

(iv) any net after-tax income or loss (less all fees and expenses or charges relating thereto) attributable to the early extinguishment of indebtedness, Hedging Agreements or other derivative instruments shall be excluded,

(v) (A) the Net Income for such period of any person that is not a subsidiary of such person, or is an Unrestricted Subsidiary, or that is accounted for by the equity method of accounting, shall be included only to the extent of the amount of dividends or distributions or other payments paid in cash (or to the extent converted into cash) to the referent person or a subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) in respect of such period and (B) the Net Income for such period shall include any dividend, distribution or other payment in cash (or to the extent converted into cash) received by the referent person or a subsidiary thereof (other than an Unrestricted Subsidiary of such referent person) from any person in excess of, but without duplication of, the amounts included in subclause (A),

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(vi) the cumulative effect of a change in accounting principles during such period shall be excluded,

(vii) effects of purchase accounting adjustments (including the effects of such adjustments pushed down to such person and its subsidiaries and including the effects of adjustments to (A) deferred rent, (B) deferred franchise fees, (C) Capitalized Lease Obligations or other obligations or deferrals attributable to capital spending funds with suppliers or (D) any other deferrals of income) in component amounts required or permitted by GAAP, resulting from the application of purchase accounting or the amortization or write-off of any amounts thereof, net of taxes, shall be excluded,

(viii) any impairment charges or asset write-offs, in each case pursuant to GAAP, and the amortization of intangibles and other fair value adjustments arising pursuant to GAAP, shall be excluded,

(ix) any non-cash compensation charge or expenses realized or resulting from stock option plans, employee benefit plans or post-employment benefit plans, or grants or sales of stock, stock appreciation or similar rights, stock options, restricted stock, preferred stock or other rights shall be excluded,

(x) accruals and reserves that are established or adjusted within twelve months after the Closing Date and that are so required to be established or adjusted in accordance with GAAP or as a result of adoption or modification of accounting policies shall be excluded,

(xi) non-cash gains, losses, income and expenses resulting from fair value accounting required by the applicable standard under GAAP and related interpretation shall be excluded,

(xii) any gain, loss, income, expense or charge resulting from the application of any LIFO method shall be excluded,

(xiii) any non-cash charges for deferred tax asset valuation allowances shall be excluded,

(xiv) any currency translation gains and losses related to currency remeasurements of Indebtedness, and any net loss or gain resulting from Hedging Agreements for currency exchange risk, shall be excluded,

(xv) any deductions attributable to minority interests shall be excluded,

(xvi) (A) the non-cash portion of “straight-line” rent expense shall be excluded, (B) the cash portion of “straight-line” rent expense which exceeds the amount expensed in respect of such rent expense shall be included, (C) the non-cash amortization of tenant allowances shall be excluded, (D) cash received from landlords for tenant allowances shall be included and (E) to the extent not already included in Net Income, the cash portion of sublease rentals received shall be included (for the avoidance of doubt, the net effect of the adjustments in this clause (xvi) as well as any related adjustments pursuant to clause (vii) above shall be to compute rent expense and rental income on a cash basis for purposes of determining Consolidated Net Income),

(xvii) (A) to the extent covered by insurance and actually reimbursed, or, so long as such person has made a determination that there exists reasonable evidence that such amount will in fact be reimbursed by the insurer and only to the extent that such amount is (x) not denied by the applicable carrier in writing within 180 days and (y) in fact reimbursed within 365 days following

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the date of such evidence (with a deduction for any amount so added back to the extent not so reimbursed within such 365 days), expenses with respect to liability or casualty events or business interruption shall be excluded; and (B) amounts estimated in good faith to be received from insurance in respect of lost revenues or earnings in respect of liability or casualty events or business interruption shall be included (with a deduction for amounts actually received up to such estimated amount to the extent included in Net Income in a future period),

(xviii) (A) revenue received during the relevant period in advance of revenue recognition, for which recognition has been deferred under GAAP, shall be included in the relevant period and (B) the amount of deferred revenue recognized under GAAP during the relevant period shall be excluded to the extent such revenues were recognized in a prior period, and

(xix) without duplication, an amount equal to the amount of distributions actually made to any parent or equity holder of such person in respect of such period in accordance with Section 6.06(b)(v) shall be included as though such amounts had been paid as income taxes directly by such person for such period.

“Consolidated Total Assets” shall mean, as of any date of determination, the total assets of Holdings and the consolidated Subsidiaries without giving effect to any impairment or amortization of the amount of intangible assets since the Closing Date, determined on a consolidated basis in accordance with GAAP, as set forth on the consolidated balance sheet of Holdings as of the last day of the fiscal quarter most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 4.02(g), 5.04(a) or 5.04(b), as applicable, calculated on a Pro Forma Basis after giving effect to any acquisition or Disposition of a person or assets that may have occurred on or after the last day of such fiscal quarter.

“Continuing Letter of Credit” shall have the meaning assigned to such term in Section 2.05(k).

“Control” shall mean 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 ownership of voting securities, by contract or otherwise, and “Controlling” and “Controlled” shall have meanings correlative thereto.

“CPC Facility” shall have the meaning assigned to such term in Section 4.02(h).

“CPC Intercreditor Agreement” means that certain Intercreditor Agreement dated as of the date hereof, by and among, the Administrative Agent, Castle Pines and Presidio Networked Solutions Group, LLC (as it may be amended, restated or modified from time to time).

“CPC Priority Collateral” shall have the meaning given to “Channel Finance Collateral” in the CPC Intercreditor Agreement.

“Credit Event” shall have the meaning assigned to such term in Article IV.

“CS” shall mean Credit Suisse AG, Cayman Islands Branch.

“Cumulative Credit” shall mean, at any date, an amount, not less than zero in the aggregate, determined on a cumulative basis equal to, without duplication:

(a) $50,000,000, plus

(b) the Cumulative Retained Excess Cash Flow Amount at such time, plus

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(c) (i) the aggregate amount of proceeds received after the Closing Date and prior to such time that would have constituted Net Proceeds pursuant to clause (a) of the definition thereof, except for the operation of clause (x) or (y) of the second proviso thereof (the “Below Threshold Asset Sale Proceeds”) and (ii) the aggregate amount of any Declined Proceeds, plus

(d) (i) the cumulative (non-duplicative) amount of proceeds (including cash and the fair market value (as determined in good faith by the Borrower Representative) of property other than cash) from the sale of Equity Interests of either Borrower, Holdings, Intermediate Holdings or any Parent Entity after the Closing Date and on or prior to such time (including upon exercise of warrants or options), which proceeds have been contributed as common equity to the capital of either Borrower, and (ii) common Equity Interests of Holdings, Intermediate Holdings, either Borrower or any Parent Entity issued after the Closing Date upon conversion of Indebtedness (other than Indebtedness that is contractually subordinated to the Loan Obligations in right of payment) of Holdings, Intermediate Holdings, the Borrowers or any Subsidiary owed to a person other than Holdings, Intermediate Holdings, either Borrower or a Subsidiary not previously applied for a purpose other than use in the Cumulative Credit; provided, that this clause (d) shall exclude Permitted Cure Securities, sales of Equity Interests financed as contemplated by Section 6.04(e), sales of Equity Interests used as described in clause (ix) of the definition of EBITDA, proceeds of Equity Interests referred to in Section 6.01(l) and used to incur Indebtedness under such clause 6.01(l), proceeds of Equity Interests used to make Investments pursuant to Section 6.04(q), proceeds of Equity Interests used to make a Restricted Payment in reliance on clause (x) of the proviso to Section 6.06(c), and any proceeds used to finance the payments or distributions in respect of any Junior Financing pursuant to Section 6.09(b)(i)(C) and any amounts used to finance the payments or distributions in respect of any Junior Financing pursuant to Section 6.09(b), plus

(e) 100% of the aggregate (non-duplicative) amount of contributions as common equity to the capital of either Borrower, Holdings, or Intermediate Holdings received in cash (and the fair market value (as determined in good faith by the Borrower Representative) of property other than cash) after the Closing Date (subject to the same exclusions as are applicable to clause (d) above); plus

(f) 100% of the aggregate principal amount of any Indebtedness (including the liquidation preference or maximum fixed repurchase price, as the case may be, of any Disqualified Stock) of Holdings, Intermediate Holdings, either Borrower or any Subsidiary thereof issued after the Closing Date (other than Indebtedness issued to a Subsidiary), which has been converted into or exchanged for Equity Interests (other than Disqualified Stock) in either Borrower, Holdings, Intermediate Holdings or any Parent Entity, plus

(g) 100% of the aggregate (non-duplicative) amount received by Holdings, Intermediate Holdings, either Borrower or any Subsidiary in cash (and the fair market value (as determined in good faith by the Borrower Representative) of property other than cash received by Holdings, Intermediate Holdings, either Borrower or any Subsidiary) after the Closing Date from:

(A) the sale (other than to either Borrower or any Subsidiary) of the Equity Interests of an Unrestricted Subsidiary, or

(B) any dividend or other distribution by an Unrestricted Subsidiary, plus

(h) in the event any Unrestricted Subsidiary has been redesignated as a Subsidiary or has been merged, consolidated or amalgamated with or into, or transfers or conveys its assets to, or is liquidated into, Holdings, Intermediate Holdings, either Borrower or any Subsidiary, the fair market value (as determined in good faith by the Borrower Representative) of the Investments of Holdings, Intermediate Holdings, either Borrower or any Subsidiary in such Unrestricted Subsidiary at the time of such redesignation, combination or transfer (or of the assets transferred or conveyed, as applicable), plus

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(i) an amount equal to any (non-duplicative) returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received by Holdings, Intermediate Holdings, either Borrower or any Subsidiary in respect of any Investments made pursuant to Section 6.04(j)(Y), minus

(j) any amounts thereof used to make Investments pursuant to Section 6.04(j)(Y) after the Closing Date prior to such time, minus

(k) the cumulative amount of Restricted Payments made pursuant to Section 6.06(e) prior to such time, minus

(l) any amount thereof used to make payments or distributions in respect of Junior Financings pursuant to Section 6.09(b)(i)(E) (other than payments made with proceeds from the issuance of Equity Interests that were excluded from the calculation of the Cumulative Credit pursuant to clause (d) above);

provided, however, (A) for purposes of Section 6.06(e), the calculation of the Cumulative Credit shall not include any Below Threshold Asset Sale Proceeds except to the extent they are used as contemplated in clauses (j) and (l) above, and (B) the Cumulative Credit shall only be increased pursuant to clause (a) above to the extent that Excess Cash Flow for any Excess Cash Flow Period exceeds an amount equal to the ECF Threshold Amount (or, with respect to any Excess Cash Flow Interim Period, a pro rata portion of such amount).

“Cumulative Retained Excess Cash Flow Amount” shall mean, at any date, an amount (which shall not be less than zero in the aggregate) determined on a cumulative basis equal to:

(a) the aggregate cumulative sum of the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Periods ending after the Closing Date and prior to such date, plus

(b) for each Excess Cash Flow Interim Period ended prior to such date but as to which the corresponding Excess Cash Flow Period has not ended, an amount equal to the Retained Percentage of Excess Cash Flow for such Excess Cash Flow Interim Period, minus

(c) the cumulative amount of all Retained Excess Cash Flow Overfundings as of such date.

“Cure Amount” shall have the meaning assigned to such term in Section 7.03(b).

“Cure Right” shall have the meaning assigned to such term in Section 7.03(b).

“Current Assets” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis at any date of determination, the sum of (a) all assets (other than cash and Permitted Investments or other cash equivalents) that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Subsidiaries as current assets at such date of determination, other than amounts related to current or deferred Taxes based on income or profits, and (b) in the event that a Permitted Securitization Financing is accounted for off balance sheet, (x) gross accounts receivable comprising part of the Securitization Assets subject to such Permitted Securitization Financing less (y) collections against the amounts sold pursuant to clause (x).

“Current Liabilities” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis at any date of determination, all liabilities that would, in accordance with GAAP, be classified on a consolidated balance sheet of Holdings and its Subsidiaries as current liabilities at such date

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of determination, other than (a) the current portion of any Indebtedness, (b) accruals of Interest Expense (excluding Interest Expense that is due and unpaid), (c) accruals for current or deferred Taxes based on income or profits, (d) accruals, if any, of transaction costs resulting from the Transactions, (e) accruals of any costs or expenses related to (i) severance or termination of employees prior to the Closing Date or (ii) bonuses, pension and other post-retirement benefit obligations, and (f) accruals for add-backs to EBITDA included in clauses (a)(iv), (a)(v), and (a)(vii) of the definition of such term.

“Debt Fund Affiliate Lender” shall mean entities managed by the Fund or funds advised by its affiliated management companies that are primarily engaged in, or advise funds or other investment vehicles that are engaged in, making, purchasing, holding or otherwise investing in commercial loans, bonds and similar extensions of credit or securities in the ordinary course and for which no personnel making investment decisions in respect of any equity fund which has a direct or indirect equity investment in Holdings, the Borrowers or the Subsidiaries has the right to make any investment decisions.

“Debt Service” shall mean, with respect to Holdings and the Subsidiaries on a consolidated basis for any period, Cash Interest Expense for such period, plus scheduled principal amortization of Consolidated Debt for such period to the extent paid in cash.

“Debtor Relief Laws” shall mean the Bankruptcy Code of the United States of America, 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 of America or other applicable jurisdictions from time to time in effect.

“Declined Proceeds” shall have the meaning assigned to such term in Section 2.10(c)(i).

“Declining Lender” shall have the meaning assigned to such term in Section 2.10(c)(i).

“Default” shall mean any event or condition that upon notice, lapse of time or both would constitute an Event of Default.

“Defaulting Lender” shall mean, subject to Section 2.22, any Lender that (a) has failed to (i) fund all or any portion of its Loans within two Business Days of the date such Loans were required to be funded hereunder or (ii) pay to the Administrative Agent, any Issuing Bank, the Swingline Lender or any other Lender any other amount required to be paid by it hereunder (including in respect of its participation in Letters of Credit or Swingline Loans) within two Business Days of the date when due, (b) has notified either Borrower, the Borrower Representative, the Swingline Lender, Administrative Agent or any Issuing Bank in writing that it does not intend or expect to comply with its funding obligations hereunder or generally under other agreements in which it commits to extend credit, or has made a public statement to that effect, (c) has failed, within three Business Days after written request by the Administrative Agent or the Borrower Representative, to confirm in writing to the Administrative Agent and the Borrower Representative 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 and the Borrower Representative) 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 of America or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such Governmental Authority) to

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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 any direct or indirect parent company of a Lender under the Dutch Financial Supervision Act 2007 (as amended from time to time and including any successor legislation) shall not be deemed to result in an event described in (d) hereof. Any determination by the Administrative Agent that a Lender is a Defaulting Lender under any one or more of 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 2.22) upon delivery of written notice of such determination to the Borrower Representative, each Issuing Bank, the Swingline Lender and each Lender.

“Designated Non-Cash Consideration” shall mean the fair market value (as determined in good faith by the Borrower Representative) of non-cash consideration received by Holdings, Intermediate Holdings, either Borrower or any of their Subsidiaries in connection with an Asset Sale that is so designated as Designated Non-Cash Consideration pursuant to a certificate of a Responsible Officer of the Borrower Representative, setting forth such valuation, less the amount of cash or cash equivalents received in connection with a subsequent disposition of such Designated Non-Cash Consideration.

“Disinterested Director” shall mean, with respect to any person and transaction, a member of the Board of Directors of such person who does not have any material direct or indirect financial interest in or with respect to such transaction.

“Dispose” or “Disposed of” shall mean to convey, sell, lease, sell and leaseback, assign, farm-out, transfer or otherwise dispose of any property, business or asset. The term “Disposition” shall have a correlative meaning to the foregoing.

“Disqualified Stock” shall mean, with respect to any person, any Equity Interests of such person that, 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 obligation 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 Loan Obligations that are accrued and payable and the termination of the Commitments), (b) is redeemable at the option of the holder or the issuer thereof (other than solely for Qualified Equity Interests), in whole or in part, or (c) provides for the scheduled payment of dividends in cash, or (d) is or becomes convertible into or exchangeable for Indebtedness or any other Equity Interests that would constitute Disqualified Stock, in each case, prior to the date that is ninety-one (91) days after the Latest Maturity Date in effect at the time of issuance thereof (provided, that only the portion of the Equity Interests that so mature or are mandatorily redeemable, are so convertible or exchangeable or are so redeemable at the option of the holder or the issuer thereof prior to such date shall be deemed to be Disqualified Stock). Notwithstanding the foregoing: (i) any Equity Interests issued to any employee or to any plan for the benefit of employees of the Borrowers or the Subsidiaries or by any such plan to such employees shall not constitute Disqualified Stock solely because they may be required to be repurchased by the Borrowers in order to satisfy applicable statutory or regulatory obligations or as a result of such employee’s termination, death or disability and (ii) any class of Equity Interests of such person that by its terms authorizes such person to satisfy its obligations thereunder by delivery of Equity Interests that are not Disqualified Stock shall not be deemed to be Disqualified Stock.

“Documentation Agent” shall mean Citigroup Global Capital Markets Inc.

“Dollar Equivalent” shall mean, at any time, (a) with respect to any amount denominated in Dollars, such amount, and (b) with respect to any amount denominated in any currency other than Dollars,

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the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in respect of the most recent Revaluation Date or other applicable date of determination) for the purchase of Dollars with such currency.

“Dollars” or “$” shall mean lawful money of the United States of America.

“Domestic Subsidiary” shall mean any Subsidiary that is not a Foreign Subsidiary.

“EBITDA” shall mean, with respect to Holdings and the Subsidiaries on a consolidated basis for any period, the Consolidated Net Income of Holdings and the Subsidiaries for such period plus (a) the sum of (in each case without duplication and to the extent the respective amounts described in subclauses (i) through (xii) of this clause (a) reduced such Consolidated Net Income (and were not excluded therefrom) for the respective period for which EBITDA is being determined):

(i) provision for Taxes based on income, profits or capital of Holdings and the Subsidiaries for such period, including, without limitation, state, franchise and similar taxes and foreign withholding taxes (including penalties and interest related to taxes or arising from tax examinations),

(ii) Interest Expense (and to the extent not included in Interest Expense, (x) all cash dividend payments (excluding items eliminated in consolidation) on any series of preferred stock or Disqualified Stock and (y) costs of surety bonds in connection with financing activities) of Holdings and the Subsidiaries for such period,

(iii) depreciation and amortization expenses of Holdings and the Subsidiaries for such period including the amortization of intangible assets, deferred financing fees and Capitalized Software Expenditures and amortization of unrecognized prior service costs and actuarial gains and losses related to pensions and other post-employment benefits,

(iv) business optimization expenses and other restructuring charges or reserves (which, for the avoidance of doubt, shall include the effect of inventory optimization programs, office or facility closure, headcount savings, product margin and integration savings, office or facility consolidations and openings, retention, severance, systems establishment costs, contract termination costs, future lease commitments and excess pension charges) and Pre-Opening Expenses; provided that, the aggregate amount of such business optimization expenses and other restructuring charges or reserves and Pre-Opening Expenses for any period shall not, when combined with the aggregate amount of adjustments made pursuant to the third paragraph of the definition of “Pro Forma Basis” exceed 25% of EBITDA for such period, prior to giving effect to such adjustments (but, for the avoidance of doubt, after giving effect to other pro forma adjustments),

(v) any other non-cash charges; provided, that for purposes of this subclause (v) of this clause (a), any non-cash charges or losses shall be treated as cash charges or losses in any subsequent period during which cash disbursements attributable thereto are made (but excluding, for the avoidance of doubt, amortization of a prepaid cash item that was paid in a prior period),

(vi) the amount of management, consulting, monitoring, transaction and advisory fees and related expenses paid to the Fund or any Fund Affiliate (or any accruals related to such fees and related expenses) during such period not in contravention of this Agreement,

(vii) any expenses or charges (other than depreciation or amortization expense as described in the preceding clause (iii)) related to any issuance of Equity Interests, Investment,

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acquisition, New Office/Location, Disposition, recapitalization or the incurrence, modification or repayment of Indebtedness permitted to be incurred by this Agreement (including a refinancing thereof) (whether or not successful), including (x) such fees, expenses or charges related to the Senior Unsecured Notes, the Subordinated Unsecured Notes, the AR Facility, the CPC Facility and this Agreement, (y) any amendment or other modification of the Obligations or other Indebtedness and (z) commissions, discounts, yield and other fees and charges (including any interest expense) related to any Permitted Securitization Financing,

(viii) the amount of loss or discount in connection with a Permitted Securitization Financing,

(ix) any costs or expense 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, Intermediate Holdings or either Borrower (other than contributions received from Holdings, Intermediate Holdings or either Borrower) or net cash proceeds of an issuance of Equity Interests of Holdings, Intermediate Holdings or either Borrower (other than issuances to Holdings, Intermediate Holdings or either Borrower and other than Disqualified Stock),

(x) the amount of any loss attributable to a New Office/Location, until the date that is 24 months after the date of completing the construction, acquisition, or creation of such New Office/Location, as the case may be; provided, that (A) such losses are reasonably identifiable and factually supportable and (B) losses attributable to such New Office/ Location after 24 months from the date of completing such construction, acquisition, assembling or creation, as the case may be, shall not be included in this clause (x),

(xi) with respect to any joint venture that is not a Subsidiary and solely to the extent relating to any net income referred to in clause (v) of the definition of “Consolidated Net Income,” an amount equal to the proportion of those items described in clauses (i) and (ii) above relating to such joint venture corresponding to Holdings’ and the Subsidiaries’ proportionate share of such joint venture’s Consolidated Net Income (determined as if such joint venture were a Subsidiary), and

(xii) one-time costs associated with commencing Public Company Compliance;

minus (b) the sum of (without duplication and to the extent the amounts described in this clause (b) increased such Consolidated Net Income for the respective period for which EBITDA is being determined) non-cash items increasing Consolidated Net Income of Holdings and the Subsidiaries for such period (but excluding any such items (A) in respect of which cash was received in a prior period or will be received in a future period or (B) which represent the reversal of any accrual of, or cash reserve for, anticipated cash charges that reduced EBITDA in any prior period).

Notwithstanding anything to the contrary contained herein and subject to adjustments permitted hereunder with respect to acquisitions, Dispositions and other transactions occurring following the Closing Date and/or pursuant to the definition of “Pro Forma Basis,” for purposes of determining EBITDA under this Agreement, EBITDA for the fiscal quarter ended (1) March 31, 2014, shall be deemed to be $36.4 million, (2) June 30, 2014, shall be deemed to be $43.3 million and (3) September 30, 2014, shall be deemed to be $54.8 million.

“ECF Threshold Amount” shall have the meaning assigned to such term in Section 2.11(c).

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“EMU Legislation” shall mean the legislative measures of the European Council for the introduction of, changeover to or operation of a single or unified European currency.

“Environment” shall mean ambient and indoor air, surface water and groundwater (including potable water, navigable water and wetlands), the land surface or subsurface strata, natural resources such as flora and fauna, the workplace or as otherwise defined in any Environmental Law.

“Environmental Laws” shall mean all applicable laws (including common law), rules, regulations, codes, ordinances, orders, binding agreements, decrees or judgments, promulgated or entered into by or with any Governmental Authority, relating in any way to the Environment, preservation or reclamation of natural resources, the generation, use, transport, management, Release or threatened Release of, or exposure to, any Hazardous Material or to public or employee health and safety matters (to the extent relating to the environment or Hazardous Materials).

“Environmental Permits” shall have the meaning assigned to such term in Section 3.16.

“Equity Financing” shall have the meaning assigned to such term in Section 4.02(f).

“Equity Interests” of any person shall mean any and all shares, interests, rights to purchase or otherwise acquire, warrants, options, participations or other equivalents of or interests in (however designated) equity or ownership of such person, including any preferred stock, any limited or general partnership interest and any limited liability company membership interest, and any securities or other rights or interests convertible into or exchangeable for any of the foregoing.

“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as the same may be amended from time to time and any final regulations promulgated and the rulings issued thereunder.

“ERISA Affiliate” shall mean any trade or business (whether or not incorporated) that, together with Holdings, Intermediate Holdings, either Borrower or a Subsidiary, is treated as a single employer under Section 414(b) or (c) of the Code, or, solely for purposes of Section 302 of ERISA and Section 412 of the Code, is treated as a single employer under Section 414 of the Code.

“ERISA Event” shall mean (a) any Reportable Event or the requirements of Section 4043(b) of ERISA apply with respect to a Plan; (b) with respect to any Plan, the failure to satisfy the minimum funding standard under Section 412 or 430 of the Code or Section 302 or 303 of ERISA, whether or not waived; (c) a determination that any Plan is, or is expected to be, in “at-risk” status (as defined in Section 303(i)(4) of ERISA or Section 430(i)(4) of the Code); (d) the filing pursuant to Section 412(c) of the Code or Section 302(c) of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan, the failure to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or the failure to make any required contribution to a Multiemployer Plan; (e) the incurrence by Holdings, Intermediate Holdings, either Borrower, a Subsidiary or any ERISA Affiliate of any liability under Title IV of ERISA with respect to the termination of any Plan or Multiemployer Plan; (f) the receipt by Holdings, Intermediate Holdings, either Borrower, a Subsidiary or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan under Section 4042 of ERISA; (g) the incurrence by Holdings, Intermediate Holdings, either Borrower, a Subsidiary or any ERISA Affiliate of any liability with respect to a complete withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (h) the receipt by Holdings, Intermediate Holdings, either Borrower, a Subsidiary or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Holdings, Intermediate Holdings, either Borrower, a Subsidiary or any ERISA Affiliate of any notice, concerning the impending imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be, insolvent or in reorganization, within the meaning of Title IV of ERISA, or in “endangered” or “critical” status, within the

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meaning of Section 432 of the Code or Section 305 of ERISA; (i) the conditions for the imposition of a lien under Section 303(k) of ERISA shall have been met with respect to any Plan; or (j) the withdrawal of any of Holdings, Intermediate Holdings, either Borrower, a Subsidiary or any ERISA Affiliate from a Plan subject to Section 4063 of ERISA during a plan year in which such entity was a “substantial employer” as defined in Section 4001(a)(2) of ERISA or a cessation of operations that is treated as such a withdrawal under Section 4062(e) of ERISA.

“Euro” shall mean the lawful currency of the Participating Member States introduced in accordance with the EMU Legislation.

“Eurocurrency Borrowing” shall mean a Borrowing comprised of Eurocurrency Loans.

“Eurocurrency Loan” shall mean any Eurocurrency Term Loan or Eurocurrency Revolving Loan.

“Eurocurrency Revolving Facility Borrowing” shall mean a Borrowing comprised of Eurocurrency Revolving Loans.

“Eurocurrency Revolving Loan” shall mean any Revolving Facility Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

“Eurocurrency Term Loan” shall mean any Term Loan bearing interest at a rate determined by reference to the Adjusted LIBO Rate in accordance with the provisions of Article II.

“Event of Default” shall have the meaning assigned to such term in Section 7.01.

“Excess Cash Flow” shall mean, with respect to Holdings and its Subsidiaries on a consolidated basis for any Applicable Period, EBITDA of Holdings and its Subsidiaries on a consolidated basis for such Applicable Period, minus, without duplication, (A):

(a) Debt Service for such Applicable Period,

(b) the amount of any voluntary payment permitted hereunder of term Indebtedness made in cash during such Applicable Period (other than any voluntary prepayment of the Term Loans, which shall be the subject of Section 2.11(c)), so long as the amount of such prepayment is not already reflected in Debt Service,

(c) Capital Expenditures by Holdings and the Subsidiaries on a consolidated basis during such Applicable Period that are paid in cash,

(d) [reserved],

(e) Taxes paid in cash by Holdings and its Subsidiaries on a consolidated basis during such Applicable Period,

(f) an amount equal to any increase in Working Capital of Holdings and its Subsidiaries for such Applicable Period,

(g) cash expenditures made in respect of Hedging Agreements during such Applicable Period, to the extent not reflected in the computation of EBITDA or Interest Expense,

(h) [reserved],

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(i) amounts paid in cash during such Applicable Period on account of (A) items that were accounted for as non-cash reductions of Net Income in determining Consolidated Net Income or as non-cash reductions of Consolidated Net Income in determining EBITDA of Holdings and its Subsidiaries in a prior Applicable Period and (B) reserves or accruals established in purchase accounting,

(j) to the extent not deducted in the computation of Net Proceeds in respect of any asset disposition or condemnation giving rise thereto, the amount of any mandatory prepayment of Indebtedness (other than Indebtedness created hereunder or under any other Loan Document), together with any interest, premium or penalties required to be paid (and actually paid) in connection therewith, and

(k) the amount related to items that were added to or not deducted from Net Income in calculating Consolidated Net Income or were added to or not deducted from Consolidated Net Income in calculating EBITDA to the extent such items represented a cash payment (which had not reduced Excess Cash Flow upon the accrual thereof in a prior Applicable Period), by Holdings and its Subsidiaries or did not represent cash received by Holdings and its Subsidiaries, in each case on a consolidated basis during such Applicable Period,

plus, without duplication, (B):

(a) an amount equal to any decrease in Working Capital of Holdings and its Subsidiaries for such Applicable Period,

(b) all amounts referred to in clauses (A)(b) and (A)(c) above to the extent funded with the proceeds of the issuance or the incurrence of Indebtedness (including Capitalized Lease Obligations and purchase money Indebtedness, but excluding, for purposes of clause (A)(c), proceeds of extensions of credit under any revolving credit facility), the sale or issuance of any Equity Interests (including any capital contributions) and any loss, damage, destruction or condemnation of, or any sale, transfer or other disposition (including any sale and leaseback of assets and any mortgage or lease of Real Property) to any person of any asset or assets, in each case to the extent there is a corresponding deduction from Excess Cash Flow above,

(c) [reserved],

(d) cash payments received in respect of Hedging Agreements during such Applicable Period to the extent (i) not included in the computation of EBITDA or (ii) such payments do not reduce Cash Interest Expense,

(e) any extraordinary or nonrecurring gain realized in cash during such Applicable Period (except to the extent such gain consists of Net Proceeds subject to Section 2.11(b)),

(f) to the extent deducted in the computation of EBITDA, cash interest income, and

(g) the amount related to items that were deducted from or not added to Net Income in connection with calculating Consolidated Net Income or were deducted from or not added to Consolidated Net Income in calculating EBITDA to the extent either (i) such items represented cash received by Holdings or any Subsidiary or (ii) such items do not represent cash paid by Holdings or any Subsidiary, in each case on a consolidated basis during such Applicable Period.

“Excess Cash Flow Interim Period” shall mean, (x) during any Excess Cash Flow Period, any one, two, or three-quarter period (a) commencing on the later of (i) the end of the immediately preceding Excess Cash Flow Period and (ii) if applicable, the end of any prior Excess Cash Flow Interim Period occurring during the same Excess Cash Flow Period and (b) ending on the last day of the most

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recently ended fiscal quarter (other than the last day of the fiscal year) during such Excess Cash Flow Period for which financial statements are available and (y) during the period from the Closing Date until the beginning of the first Excess Cash Flow Period, any period commencing on the Closing Date and ending on the last day of the most recently ended fiscal quarter for which financial statements are available.

“Excess Cash Flow Period” shall mean each fiscal year of Holdings, commencing with the first full fiscal year of Holdings beginning after the Closing Date.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Excluded Contributions” shall mean the cash and Permitted Investments received by Holdings after the Closing Date from: (a) contributions to its common Equity Interests, and (b) the sale (other than to a Subsidiary of Holdings or to any Subsidiary management equity plan or stock option plan or any other management or employee benefit plan or agreement) of Qualified Equity Interests of Holdings, Intermediate Holdings or either Borrower, in each case designated as Excluded Contributions pursuant to a certificate of a Responsible Officer of the Borrower Representative on or promptly after the date such capital contributions are made or the date such Equity Interest is sold, as the case may be, and to the extent not constituting Permitted Cure Securities or included in determining the Cumulative Credit.

“Excluded Indebtedness” shall mean all Indebtedness to the extent not incurred in violation of Section 6.01.

“Excluded Property” shall have the meaning assigned to such term in Section 5.10(g).

“Excluded Securities” shall mean any of the following (other than, in each case, the Equity Interests of Intermediate Holdings (so long as Intermediate Holdings is the owner of any Equity Interests of either Borrower) or any Borrower):

(a) any Equity Interests or Indebtedness with respect to which the Collateral Agent and the Borrower Representative reasonably agree that the cost or other consequences of pledging such Equity Interests or Indebtedness in favor of the Secured Parties under the Security Documents are likely to be excessive in relation to the value to be afforded thereby;

(b) in the case of any pledge of voting Equity Interests of any Foreign Subsidiary (in each case, that is owned directly by Holdings, Intermediate Holdings, either Borrower or a Subsidiary Loan Party) to secure the Obligations, any voting Equity Interest of such Foreign Subsidiary in excess of 65% of the outstanding Equity Interests of such class;

(c) in the case of any pledge of voting Equity Interests of any FSHCO (in each case, that is owned directly by Holdings, Intermediate Holdings, either Borrower or a Subsidiary Loan Party) to secure the Obligations, any voting Equity Interest of such FSHCO in excess of 65% of the outstanding Equity Interests of such class;

(d) any Equity Interests or Indebtedness to the extent the pledge thereof would be prohibited by any Requirement of Law;

(e) any Equity Interests of any person that is not a Wholly Owned Subsidiary to the extent (A) that a pledge thereof to secure the Obligations is prohibited by (i) any applicable organizational documents, joint venture agreement or shareholder agreement or (ii) any other contractual obligation with an unaffiliated third party not in violation of Section 6.09(c) (other than, in this subclause (A)(ii), customary non-assignment provisions which are ineffective under Article 9 of the Uniform Commercial Code or other applicable Requirements of Law), (B) any organizational documents, joint venture agreement or

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shareholder agreement (or other contractual obligation referred to in subclause (A)(ii) above) prohibits such a pledge without the consent of any other party; provided, that this clause (B) shall not apply if (1) such other party is a Loan Party or a Wholly Owned Subsidiary or (2) consent has been obtained to consummate such pledge (it being understood that the foregoing shall not be deemed to obligate Holdings, Intermediate Holdings, either Borrower or any Subsidiary to obtain any such consent) and for so long as such organizational documents, joint venture agreement or shareholder agreement or replacement or renewal thereof is in effect, or (C) a pledge thereof to secure the Obligations would give any other party (other than a Loan Party or a Wholly Owned Subsidiary) to any organizational documents, joint venture agreement or shareholder agreement governing such Equity Interests (or other contractual obligation referred to in subclause (A)(ii) above) the right to terminate its obligations thereunder (other than, in the case of other contractual obligations referred to in subclause (A)(ii), customary non-assignment provisions which are ineffective under Article 9 of the Uniform Commercial Code or other applicable Requirement of Law);

(f) Equity Interests of any Immaterial Subsidiary (other than any Special Purpose Securitization Subsidiary) or any Unrestricted Subsidiary;

(g) any Equity Interests of any Subsidiary of, or other Equity Interests owned by, a Foreign Subsidiary;

(h) any Equity Interests of any Subsidiary to the extent that the pledge of such Equity Interests could reasonably be expected to result in material adverse tax consequences to Holdings, Intermediate Holdings, either Borrower or any Subsidiary as determined in good faith by the Borrower Representative;

(i) any Equity Interests that are set forth on Schedule 1.01(A) to this Agreement or that have been identified on or prior to the Closing Date in writing to the Agent by a Responsible Officer of the Borrower Representative and agreed to by the Administrative Agent; and

(j) any Margin Stock.

“Excluded Subsidiary” shall mean any of the following (except as otherwise provided in clause (b) of the definition of Subsidiary Loan Party, and in each case other than any Borrower):

(a) each Immaterial Subsidiary,

(b) each Domestic Subsidiary that is not a Wholly Owned Subsidiary (for so long as such Subsidiary remains a non-Wholly Owned Subsidiary),

(c) each Domestic Subsidiary that is prohibited from Guaranteeing or granting Liens to secure the Obligations by any Requirement of Law or that would require consent, approval, license or authorization of a Governmental Authority to Guarantee or grant Liens to secure the Obligations (unless such consent, approval, license or authorization has been received),

(d) each Domestic Subsidiary that is prohibited by any applicable contractual requirement from Guaranteeing or granting Liens to secure the Obligations on the Closing Date or at the time such Subsidiary becomes a Subsidiary not in violation of Section 6.09(c) (and for so long as such restriction or any replacement or renewal thereof is in effect) in each case to the extent not entered into in contemplation hereof,

(e) any Special Purpose Securitization Subsidiary,

(f) any Foreign Subsidiary,

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(g) any Domestic Subsidiary (i) that is an FSHCO or (ii) that is a Subsidiary of a Foreign Subsidiary,

(h) any other Domestic Subsidiary with respect to which, (x) the Administrative Agent and the Borrower Representative reasonably agree that the cost or other consequences of providing a Guarantee of or granting Liens to secure the Obligations are likely to be excessive in relation to the value to be afforded thereby or (y) providing such a Guarantee or granting such Liens could reasonably be expected to result in material adverse tax consequences as determined in good faith by the Borrower Representative,

(i) each Unrestricted Subsidiary, and

(j) with respect to any Swap Obligation, any Subsidiary that is not an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder.

“Excluded Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee 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 Guarantor’s failure for any reason to constitute an “eligible contract participant” as defined in the Commodity Exchange Act and the regulations thereunder at the time the Guarantee of such Guarantor or the grant of such security interest becomes effective with respect to such Swap Obligation, unless otherwise agreed between the Administrative Agent and the Borrower Representative. 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 Guarantee or security interest is or becomes illegal.

“Excluded Taxes” shall mean, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document, (i) Taxes imposed on or measured by its overall net income or branch profits (however denominated), and franchise (and similar) Taxes imposed on it (in lieu of net income Taxes), in each case by a jurisdiction (including any political subdivision thereof) as a result of such recipient being organized in, having its principal office in, or in the case of any Lender, having its applicable lending office in, such jurisdiction, or as a result of any other present or former connection with such jurisdiction (other than any such connection arising solely from this Agreement or any other Loan Documents or any transactions contemplated thereunder), (ii) U.S. federal withholding Tax (including, for the avoidance of doubt, any backup withholding under Section 3406 of the Code) imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is required to be imposed on amounts payable to a Lender (other than to the extent such Lender is an assignee pursuant to a request by the Borrower Representative under Section 2.19(b) or 2.19(c)) pursuant to laws in force at the time such Lender becomes a party hereto or designates a new lending office, except to the extent that, pursuant to Section 2.17, such Lender (or its assignor, as applicable) was entitled, immediately prior to the designation of a new lending office (or assignment), to receive additional amounts or indemnification payments from any Loan Party with respect to such withholding Tax, (iii) any withholding Tax imposed on any payment by or on account of any obligation of any Loan Party hereunder or under any other Loan Document that is attributable to the Administrative Agent’s, any Lender’s or any other recipient’s failure to comply with Section 2.17(d), (e) or (h) or (iv) any Tax imposed under FATCA.

“Existing Class Loans” shall have the meaning assigned to such term in Section 9.08(f).

“Existing Credit Agreement” shall mean the Credit Agreement, dated as of March 31, 2011 and as amended, restated, supplemented or otherwise modified prior to the Closing Date, by and among Presidio IS Corp., Presidio Merger Sub LLC, the other borrowers from time to time party thereto, the lenders from time to time party thereto and PNC Bank, National Association, as administrative agent.

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“Existing Roll-Over Letters of Credit” shall mean those letters of credit or bank guarantees issued and outstanding as of the Closing Date and set forth on Schedule 1.01(C), which shall each be deemed to constitute a Letter of Credit issued hereunder on the Closing Date.

“Extended Revolving Facility Commitment” shall have the meaning assigned to such term in Section 2.21(e).

“Extended Term Loan” shall have the meaning assigned to such term in Section 2.21(e).

“Extending Lender” shall have the meaning assigned to such term in Section 2.21(e).

“Extension” shall have the meaning assigned to such term in Section 2.21(e).

“Facility” shall mean the respective facility and commitments utilized in making Loans and credit extensions hereunder, it being understood that, as of the Closing Date there are two Facilities (i.e., the Term B Facility and the Revolving Facility Commitments established on the Closing Date and the extensions of credit thereunder) and thereafter, the term “Facility” may include any other Class of Commitments and the extensions of credit thereunder.

“FATCA” shall mean Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), and any current or future Treasury regulations promulgated thereunder or official administrative interpretations thereof and any agreements entered into pursuant to Section 1471(b)(1) of the Code or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code.

“Federal Funds Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” shall mean that certain Fee Letter dated as of November 26, 2014 by and among Merger Parent, the Administrative Agent and the Arrangers.

“Fees” shall mean the Commitment Fees, the L/C Participation Fees, the Issuing Bank Fees and the Administrative Agent Fees.

“Financial Covenant” shall mean the covenant of Holdings set forth in Section 6.11.

“Financial Officer” of any person shall mean the Chief Financial Officer, principal accounting officer, Treasurer, Assistant Treasurer or Controller of such person.

“First Lien/First Lien Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit H hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower Representative, as such document may be amended, restated, supplemented or otherwise modified from time to time.

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“First Lien/Second Lien Intercreditor Agreement” shall mean an intercreditor agreement substantially in the form of Exhibit I hereto, or such other customary form reasonably acceptable to the Administrative Agent and the Borrower Representative, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“Flood Documentation” shall mean, with respect to each Mortgaged Property located in the United States of America or any territory thereof, (i) a completed “life-of-loan” Federal Emergency Management Agency standard flood hazard determination (to the extent a Mortgaged Property is located in a Special Flood Hazard Area, together with a notice about Special Flood Hazard Area status and flood disaster assistance duly executed by the applicable Loan Party relating thereto) and (ii) a copy of, or a certificate as to coverage under, and a declaration page relating to, the insurance policies required by Section 5.02(c) hereof and the applicable provisions of the Security Documents, each of which shall (A) be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable or mortgagee endorsement (as applicable), (B) name the Collateral Agent, on behalf of the Secured Parties, as additional insured and loss payee/mortgagee, (C) identify the address of each property located in a Special Flood Hazard Area, the applicable flood zone designation and the flood insurance coverage and deductible relating thereto and (D) be otherwise in form and substance reasonably satisfactory to the Collateral Agent.

“Flood Insurance Laws” shall mean, collectively, (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statute thereto, (iii) the National Flood Insurance Reform Act of 1994 as now or hereafter in effect or any successor statute thereto and (iv) the Flood Insurance Reform Act of 2004 as now or hereafter in effect or any successor statute thereto.

“Foreign Lender” shall mean any Lender (a) that is not disregarded as separate from its owner for U.S. federal income tax purposes and that is not a “United States person” as defined by Section 7701(a)(30) of the Code or (b) that is disregarded as separate from its owner for U.S. federal income tax purposes and whose regarded owner is not a “United States person” as defined in Section 7701(a)(30) of the Code.

“Foreign Subsidiary” shall mean any Subsidiary that is incorporated or organized under the laws of any jurisdiction other than the United States of America, any state thereof or the District of Columbia.

“Fronting Exposure” shall mean, at any time there is a Defaulting Lender, (a) with respect to any Issuing Bank, such Defaulting Lender’s Revolving Facility Percentage of Revolving L/C Exposure with respect to Letters of Credit issued by such Issuing Bank other than such Revolving L/C Exposure as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders or Cash Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Swingline Exposure other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated to other Lenders.

“FSHCO” shall mean any Subsidiary that owns no material assets other than the Equity Interests of one or more Foreign Subsidiaries that are CFCs and/or of one or more FSHCOs.

“Fund” shall mean, collectively, investment funds managed by Affiliates of Apollo Global Management, LLC.

“Fund Affiliate” shall mean (i) each Affiliate of the Fund that is neither a “portfolio company” (which means a company actively engaged in providing goods or services to unaffiliated customers), whether or not controlled, nor a company controlled by a “portfolio company” and (ii) any individual who is a partner or employee of Apollo Management, L.P. or Apollo Management VIII, L.P.

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“GAAP” shall mean generally accepted accounting principles in effect from time to time in the United States of America, applied on a consistent basis, subject to the provisions of Section 1.02; provided, that any reference to the application of GAAP in Sections 3.13(b), 3.20, 5.03, 5.07 and 6.02(e) to a Foreign Subsidiary (and not as a consolidated Subsidiary of Holdings) shall mean generally accepted accounting principles in effect from time to time in the jurisdiction of organization of such Foreign Subsidiary.

“Governmental Authority” shall mean any federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory or legislative body.

“Guarantee” of or by any person (the “guarantor”) shall mean (a) any obligation, contingent or otherwise, of the guarantor 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 the guarantor, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property, securities or services for the purpose of assuring the owner of such Indebtedness or other obligation of the payment thereof, (iii) to maintain working capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation or (iv) entered into for the purpose of assuring in any other manner the holders of such Indebtedness or other obligation of the payment thereof or to protect such holders against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of the guarantor securing any Indebtedness or other obligation (or any existing right, contingent or otherwise, of the holder of Indebtedness or other obligation to be secured by such a Lien) of any other person, whether or not such Indebtedness or other obligation is assumed by the guarantor; provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collection 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 by 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 Indebtedness 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 such person in good faith.

“Guarantee Agreement” shall mean the Guarantee Agreement, dated as of the Closing Date, as the same may be amended, restated, supplemented or otherwise modified from time to time, between each Loan Party and the Collateral Agent.

“guarantor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“Guarantors” shall mean the Loan Parties other than, solely with respect to its own obligations, each Borrower.

“Hazardous Materials” shall mean all pollutants, contaminants, wastes, chemicals, materials, substances and constituents, including, without limitation, explosive or radioactive substances or petroleum by products or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas or pesticides, fungicides, fertilizers or other agricultural chemicals, of any nature subject to regulation or which can give rise to liability under any Environmental Law.

“Hedge Bank” shall mean any person that is (or an Affiliate thereof is) an Agent, an Arranger or a Lender on the Closing Date (or any person that becomes an Agent, Arranger or Lender or Affiliate thereof after the Closing Date) and that enters into a Hedging Agreement, in each case, in its capacity as a party to such Hedging Agreement, whether or not such party ceases to be an Agent, Arranger or Lender or Affiliate thereof after entering such Hedging Agreement.

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“Hedging Agreement” shall mean any agreement with respect to any swap, forward, future or derivative transaction, or option or similar agreement involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or economic, financial or pricing indices or measures of economic, financial or pricing risk or value, or credit spread transaction, repurchase transaction, reserve repurchase transaction, securities lending transaction, weather index transaction, spot contracts, fixed price physical delivery contracts, or any similar transaction or any combination of these transactions, in each case of the foregoing, whether or not exchange traded; provided, that no phantom stock or similar plan providing for payments only on account of services provided by current or former directors, officers, employees or consultants of Holdings, Intermediate Holdings, either Borrower or any of the Subsidiaries shall be a Hedging Agreement.

“Holdings” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Immaterial Subsidiary” shall mean any Subsidiary that (a) did not, as of the last day of the fiscal quarter of Holdings most recently ended for which financial statements have been (or were required to be) delivered pursuant to Section 4.02(g), 5.04(a) or 5.04(b), have assets with a value in excess of 5.0% of the Consolidated Total Assets or revenues representing in excess of 5.0% of total revenues of Holdings and the Subsidiaries on a consolidated basis as of such date, and (b) taken together with all Immaterial Subsidiaries as of such date, did not have assets with a value in excess of 10% of Consolidated Total Assets or revenues representing in excess of 10% of total revenues of Holdings and the Subsidiaries on a consolidated basis as of such date; provided, that the Borrower Representative may elect in its sole discretion to exclude as an Immaterial Subsidiary any Subsidiary that would otherwise meet the definition thereof. Each Immaterial Subsidiary as of the Closing Date shall be set forth in Schedule 1.01(B), and the Borrower Representative shall update such Schedule from time to time after the Closing Date as necessary to reflect all Immaterial Subsidiaries at such time (the selection of Subsidiaries to be added to or removed from such Schedule to be made as the Borrower Representative may determine).

“Increased Amount” of any Indebtedness shall mean any increase in the amount of such Indebtedness in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Indebtedness or in the form of common stock of Holdings, Intermediate Holdings or either Borrower, the accretion of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the exchange rate of currencies.

“Incremental Amount” shall mean, at any time, the sum of:

(i) the excess (if any) of (a) $125,000,000 over (b) the sum of (x) the aggregate amount of all Incremental Term Loan Commitments and Incremental Revolving Facility Commitments, in each case established after the Closing Date and prior to such time pursuant to Section 2.21 utilizing this clause (i) (other than Incremental Term Loan Commitments and Incremental Revolving Facility Commitments in respect of Refinancing Term Loans, Extended Term Loans, Extended Revolving Facility Commitments or Replacement Revolving Facility Commitments, respectively) and (y) the aggregate principal amount of Indebtedness outstanding pursuant to Section 6.01(z) at such time; plus

(ii) any amounts so long as immediately after giving effect to the establishment of the commitments in respect thereof utilizing this clause (ii) (and assuming such Incremental Revolving Facility Commitments are fully drawn) and the use of proceeds of the loans thereunder, (a) in the case of Incremental Loans that would be included in the computation of the Net First Lien Leverage Ratio, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 3.25 to 1.00 and (b) in the case of Incremental Loans that would not be included in the computation of the Net First Lien Leverage Ratio, the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than 4.25 to 1.00, in each case without netting the cash proceeds of the Incremental Loans incurred on such date against the Consolidated Debt on such date.

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“Incremental Assumption Agreement” shall mean an Incremental Assumption Agreement in form and substance reasonably satisfactory to the Administrative Agent, among the applicable Borrower or Borrowers, the Administrative Agent and, if applicable, one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders.

“Incremental Commitment” shall mean an Incremental Term Loan Commitment or an Incremental Revolving Facility Commitment.

“Incremental Loan” shall mean an Incremental Term Loan or an Incremental Revolving Loan.

“Incremental Revolving Facility Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.21, to make Incremental Revolving Loans to the applicable Borrower or Borrowers.

“Incremental Revolving Facility Lender” shall mean a Lender with an Incremental Revolving Facility Commitment or an outstanding Incremental Revolving Loan.

“Incremental Revolving Loan” shall mean (i) Revolving Facility Loans made by one or more Revolving Facility Lenders to the applicable Borrower or Borrowers pursuant to an Incremental Revolving Facility Commitment to make additional Initial Revolving Loans and (ii) to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption Agreement, Other Revolving Loans (including in the form of Revolving Loans pursuant to Extended Revolving Facility Commitments or Replacement Revolving Loans, as applicable), or (iii) any of the foregoing, but excluding, in each case, Other Revolving Loans junior in right of security with the Initial Revolving Loans.

“Incremental Term Borrowing” shall mean a Borrowing comprised of Incremental Term Loans.

“Incremental Term Facility” shall mean any Class of Incremental Term Loan Commitments and the Incremental Term Loans made thereunder.

“Incremental Term Loan Installment Date” shall have, with respect to any Class of Incremental Term Loans established pursuant to an Incremental Assumption Agreement, the meaning assigned to such term in Section 2.10(a)(ii).

“Incremental Term Lender” shall mean a Lender with an Incremental Term Loan Commitment or an outstanding Incremental Term Loan.

“Incremental Term Loan Commitment” shall mean the commitment of any Lender, established pursuant to Section 2.21, to make Incremental Term Loans to a Borrower.

“Incremental Term Loans” shall mean (i) Term Loans made by one or more Lenders to the applicable Borrower or Borrowers pursuant to Section 2.01(c) consisting of additional Term B Loans and (ii) to the extent permitted by Section 2.21 and provided for in the relevant Incremental Assumption

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Agreement, Other Term Loans (including in the form of Extended Term Loans or Refinancing Term Loans, as applicable), or (iii) any of the foregoing, but excluding, in each case, Other Term Loans junior in right of security with the Term B Loans.

“Indebtedness” of any person shall mean, if and to the extent (other than with respect to clause (i)) the same would constitute indebtedness or a liability on a balance sheet prepared in accordance with GAAP, without duplication, (a) all obligations of such person for borrowed money, (b) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such person under conditional sale or other title retention agreements relating to property or assets purchased by such person, (d) all obligations of such person issued or assumed as the deferred purchase price of property or services (other than such obligations accrued in the ordinary course), to the extent that the same would be required to be shown as a long term liability on a balance sheet prepared in accordance with GAAP, (e) all Capitalized Lease Obligations of such person, (f) all net payments that such person would have to make in the event of an early termination, on the date Indebtedness of such person is being determined, in respect of outstanding Hedging Agreements, (g) the principal component of all obligations, contingent or otherwise, of such person as an account party in respect of letters of credit, bank guarantees and similar obligations, (h) the principal component of all obligations of such person in respect of bankers’ acceptances, (i) all Guarantees by such person of Indebtedness described in clauses (a) to (h) above and (j) the amount of all obligations of such person with respect to the redemption, repayment or other repurchase of any Disqualified Stock (excluding accrued dividends that have not increased the liquidation preference of such Disqualified Stock); provided, that Indebtedness shall not include (A) trade and other ordinary-course payables and accrued expenses arising in the ordinary course of business, (B) prepaid or deferred revenue, (C) purchase price holdbacks arising in the ordinary course of business in respect of a portion of the purchase prices of an asset to satisfy unperformed obligations of the seller of such asset, (D) earn-out obligations until such obligations become a liability on the balance sheet of such person in accordance with GAAP, (E) obligations in respect of Third Party Funds, or (F) obligations under accounts payable facilities, including the CPC Facility and any similar inventory financing facility. The Indebtedness of any person shall include the Indebtedness of any partnership in which such person is a general partner, other than to the extent that the instrument or agreement evidencing such Indebtedness limits the liability of such person in respect thereof. To the extent not otherwise included, Indebtedness shall include the amount of any Receivables Net Investment.

“Indemnified Taxes” shall mean all (a) Taxes imposed on or with respect to or measured by any payment made by or on account of any obligation of any Loan Party hereunder or under any other Loan Document other than Excluded Taxes (but, for the absence of doubt, not any Other Taxes) and (b) to the extent not otherwise described in (a), Other Taxes.

“Indemnitee” shall have the meaning assigned to such term in Section 9.05(b).

“Ineligible Institution” shall mean (i) the persons identified as “Disqualified Lenders” in writing to the Arrangers by the Borrower Representative or Merger Parent on or prior to the date of the Commitment Letter, and (ii) those persons that may be identified in writing to the Administrative Agent by the Borrower Representative with the consent of the Administrative Agent from time to time after the Closing Date (in the case of this clause (ii)) as bona fide business competitors of Holdings and its Subsidiaries (in the good faith determination of the Borrower Representative), by delivery of a notice thereof to the Administrative Agent setting forth such person or persons (or the person or persons previously identified to the Administrative Agent that are to be no longer considered “Ineligible Institutions”).

“Information” shall have the meaning assigned to such term in Section 3.14(a).

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“Information Memorandum” shall mean the Confidential Information Memorandum dated January 2015, as modified or supplemented prior to the Closing Date.

“Initial Revolving Loan” shall mean a Revolving Facility Loan made (i) pursuant to the Revolving Facility Commitments in effect on the Closing Date (as the same may be amended from time to time in accordance with this Agreement) or (ii) pursuant to any Incremental Revolving Facility Commitment on the same terms as the Revolving Facility Loans referred to in clause (i) of this definition.

“Intellectual Property” shall have the meaning assigned to such term in the Collateral Agreement.

“Intercreditor Agreement” shall have the meaning assigned to such term in Section 8.11.

“Interest Election Request” shall mean a request by the Borrower Representative to convert or continue a Borrowing in accordance with Section 2.07 and substantially in the form of Exhibit E or another form approved by the Administrative Agent.

“Interest Expense” shall mean, with respect to any person for any period, the sum of (a) gross interest expense of such person for such period on a consolidated basis, including the portion of any payments or accruals with respect to Capitalized Lease Obligations allocable to interest expense and excluding additional interest expense in respect of the Senior Unsecured Notes and the Subordinated Unsecured Notes, amortization of deferred financing fees and original issue discount, debt issuance costs, commissions, fees and expenses, expensing of any bridge, commitment or other financing fees and non-cash interest expense attributable to movement in mark to market of obligations in respect of Hedging Agreements, Swap Agreement or other derivatives (in each case permitted hereunder) under GAAP), (b) capitalized interest of such person, and (c) commissions, discounts, yield and other fees and charges incurred in connection with any Permitted Securitization Financing which are payable to any person other than Holdings or any other Loan Party, minus interest income (excluding such income related to lease activities that are classified as interest income) for such period. For purposes of the foregoing, gross interest expense shall be determined after giving effect to any net payments made or received and costs incurred by Holdings and the Subsidiaries with respect to Hedging Agreements, and interest on a Capitalized Lease Obligation shall be deemed to accrue at an interest rate reasonably determined by the Borrower Representative to be the rate of interest implicit in such Capitalized Lease Obligation in accordance with GAAP.

“Interest Payment Date” shall mean, (a) with respect to any Eurocurrency Loan, (i) the last day of the Interest Period applicable to the Borrowing of which such Loan is a part, (ii) in the case of a Eurocurrency Borrowing with an Interest Period of more than three months’ duration, each day that would have been an Interest Payment Date had successive Interest Periods of three months’ duration been applicable to such Borrowing and (iii) in addition, the date of any refinancing or conversion of such Borrowing with or to a Borrowing of a different Type, (b) with respect to any ABR Loan, the last Business Day of each calendar quarter and (c) with respect to any Swingline Loan (i) unless such Swingline Loan is made under a Working Cash Agreement, the day that such Swingline Loan is required to be repaid pursuant to Section 2.09(a), and (ii) if such Swingline Loan is made under a Working Cash Agreement, the date(s) specified in such Working Cash Agreement for the payment of interest.

“Interest Period” shall mean, as to any Eurocurrency Borrowing, the period commencing on the date of such Borrowing or on the last day of the immediately preceding Interest Period applicable to such Borrowing, as applicable, and ending on the numerically corresponding day (or, if there is no numerically corresponding day, on the last day) in the calendar month that is 1, 2, 3 or 6 months thereafter (or 12 months, if at the time of the relevant Borrowing, all relevant Lenders make interest periods of such length available or, if agreed to by the Administrative Agent, any shorter period), as the Borrower

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Representative may elect; provided, however, that if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day. Interest shall accrue from and including the first day of an Interest Period to but excluding the last day of such Interest Period.

“Interpolated Rate” shall mean, in relation to the Eurocurrency Loans for any Loan, the rate which results from interpolating on a linear basis between: (a) the rate appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) for the longest period (for which that rate is available) which is less than the Interest Period and (b) the rate appearing on Reuters Screen LIBOR01 Page (or otherwise on the Reuters screen) for the shortest period (for which that rate is available) which exceeds the Interest Period, each as of approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period.

“Intermediate Holdings” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Investment” shall have the meaning assigned to such term in Section 6.04.

“IPO Entity” shall have the meaning set forth in the definition of “Qualified IPO”.

“Issuing Bank” shall mean (i) PNC, (ii) for purposes of the Existing Roll-Over Letters of Credit, the Issuing Bank set forth on Schedule 1.01(C), and (iii) each other Issuing Bank designated pursuant to Section 2.05(l), in each case in its capacity as an issuer of Letters of Credit hereunder, and its successors in such capacity. An Issuing Bank may, in its discretion, arrange for one or more Letters of Credit to be issued by Affiliates of such Issuing Bank, in which case the term “Issuing Bank” shall include any such Affiliate with respect to Letters of Credit issued by such Affiliate; provided that the Borrower Representative may elect to remove any Issuing Bank as an Issuing Bank hereunder (or to reduce such Issuing Bank’s obligation to issue Letters of Credit hereunder) upon written notice to the Administrative Agent and such Issuing Bank (other than with respect to Letters of Credit issued on or prior to the date of such notice).

“Issuing Bank Fees” shall have the meaning assigned to such term in Section 2.12(b).

“Joint Bookrunners” shall mean, collectively, Credit Suisse Securities (USA) LLC, Barclays Bank PLC, Citigroup Global Capital Markets Inc., Goldman Sachs Bank USA and Royal Bank of Canada.

“Judgment Currency” shall have the meaning assigned to such term in Section 9.19.

“Junior Financing” shall mean any Indebtedness that is subordinated in right of payment to the Loan Obligations.

“Junior Liens” means Liens on the Collateral that are junior to the Liens thereon securing the Term B Loans pursuant to a Permitted Junior Intercreditor Agreement (it being understood that Junior Liens are not required to be pari passu with other Junior Liens, and that Indebtedness secured by Junior Liens may have Liens that are senior in priority to, or pari passu with, or junior in priority to, other Liens constituting Junior Liens).

“L/C Disbursement” shall mean a payment or disbursement made by an Issuing Bank pursuant to a Letter of Credit.

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“L/C Participation Fee” shall have the meaning assigned to such term in Section 2.12(b).

“L/C Sublimit” shall mean $15,000,000.

“Latest Maturity Date” shall mean, at any date of determination, the latest of the latest Revolving Facility Maturity Date and the latest Term Facility Maturity Date, in each case then in effect on such date of determination.

“Lender” shall mean each financial institution listed on Schedule 2.01 (other than any such person that has ceased to be a party hereto pursuant to an Assignment and Acceptance in accordance with Section 9.04), as well as any person that becomes a “Lender” hereunder pursuant to Section 9.04 or Section 2.21. Unless the context clearly indicates otherwise, the term “Lenders” shall include any Swingline Lender.

“Lending Office” shall mean, as to any Lender, the applicable branch, office or Affiliate of such Lender designated by such Lender to make Loans.

“Letter of Credit” shall mean any letter of credit or bank guarantee issued pursuant to Section 2.05, including any Alternate Currency Letter of Credit. Each Existing Roll-Over Letter of Credit shall be deemed to constitute a Letter of Credit issued hereunder on the Closing Date for all purposes of the Loan Documents.

“LIBO Rate” shall mean, with respect to any Eurocurrency Borrowing for any Interest Period, (i) the rate per annum determined by the Administrative Agent at approximately 11:00 a.m. (London time) on the date that is two Business Days prior to the commencement of such Interest Period by reference to the ICE Benchmark Administration Interest Settlement Rates (or the successor thereto if the ICE Benchmark Administration is no longer making such rates available) for Dollar deposits (as set forth by any service selected by the Administrative Agent that has been nominated by the ICE Benchmark Administration (or its successor) as an authorized information vendor for the purpose of displaying such rates) for a period equal to such Interest Period; provided that to the extent that an interest rate is not ascertainable pursuant to the foregoing provisions of this definition, the “LIBO Rate” shall be the Interpolated Rate, for a period equal in length to the Interest Period of the Borrowing, divided by (ii) a percentage equal to 100% minus the then stated maximum rate (expressed as a percentage) of all reserve requirements (including any marginal, emergency, supplemental, special or other reserves required by applicable law) applicable to any member bank of the Federal Reserve System in respect of Eurocurrency funding or liabilities as defined in Regulation D (or any successor category of liabilities under Regulation D).

“Lien” shall mean, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided, that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Loan Documents” shall mean (i) this Agreement, (ii) the Guarantee Agreement, (iii) the Security Documents, (iv) each Incremental Assumption Agreement, (v) any Intercreditor Agreement, (vi) any Note issued under Section 2.09(b), (vii) the Letters of Credit and (viii) solely for the purposes of Sections 4.02, 7.01 and 9.10 hereof, the Fee Letter.

“Loan Obligations” shall mean (a) the due and punctual payment by the Borrowers of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy,

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insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Loans made to the Borrowers under this Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, (ii) each payment required to be made by the Borrowers under this Agreement in respect of any Letter of Credit, when and as due, including payments in respect of reimbursement of disbursements, interest thereon (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) and obligations to provide Cash Collateral and (iii) all other monetary obligations of the Borrowers owed under or pursuant to this Agreement and each other Loan Document, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), and (b) the due and punctual payment of all obligations of each other Loan Party under or pursuant to each of the Loan Documents.

“Loan Parties” shall mean Holdings, Intermediate Holdings, the Borrowers and each of the other the Subsidiary Loan Parties.

“Loans” shall mean the Term Loans, the Revolving Facility Loans and the Swingline Loans.

“Local Time” shall mean New York City time (daylight or standard, as applicable); provided that, with respect to any Alternate Currency Loan, “Local Time” shall mean the local time of the applicable Lending Office.

“Majority Lenders” of any Facility shall mean, at any time, Lenders under such Facility having Loans and unused Commitments representing more than 50% of the sum of all Loans outstanding under such Facility and unused Commitments under such Facility at such time (subject to the last paragraph of Section 9.08(b)).

“Management Group” shall mean the group consisting of the directors, executive officers and other management personnel of either Borrower, Holdings, Intermediate Holdings or any Parent Entity, as the case may be, on the Closing Date together with (a) any new directors whose election by such boards of directors or whose nomination for election by the shareholders of either Borrower, Holdings, Intermediate Holdings or any Parent Entity, as the case may be, was approved by a vote of a majority of the directors of either Borrower, Holdings, Intermediate Holdings or any Parent Entity, as the case may be, then still in office who were either directors on the Closing Date or whose election or nomination was previously so approved and (b) executive officers and other management personnel of either Borrower, Holdings, Intermediate Holdings or any Parent Entity, as the case may be, hired at a time when the directors on the Closing Date together with the directors so approved constituted a majority of the directors of either Borrower, Holdings or Intermediate Holdings, as the case may be.

“Margin Stock” shall have the meaning assigned to such term in Regulation U.

“Market Capitalization” shall mean an amount equal to (i) the total number of issued and outstanding shares of common (or common equivalent) Equity Interests of the IPO Entity on the date of the declaration of the relevant Restricted Payment multiplied by (ii) the arithmetic mean of the closing prices per share of the common (or common equivalent) Equity Interests for the 30 consecutive trading days immediately preceding the date of declaration of such Restricted Payment.

“Material Adverse Effect” shall mean a material adverse effect on the business, property, operations or financial condition of Holdings and its Subsidiaries, taken as a whole, or the validity or enforceability of any of the Loan Documents or the rights and remedies of the Administrative Agent and the Lenders thereunder.

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“Material Indebtedness” shall mean Indebtedness (other than Loans and Letters of Credit) of any one or more of Holdings or any Subsidiary in an aggregate principal amount exceeding $50,000,000; provided that in no event shall any Permitted Securitization Financing be considered Material Indebtedness.

“Material Real Property” shall mean any parcel or parcels of Real Property located in the United States now or hereafter owned in fee by any Loan Party and having a fair market value (on a per-property basis) of at least $5,000,000 as of (x) the Closing Date, for Real Property owned as of the Closing Date or (y) the date of acquisition, for Real Property acquired after the Closing Date, in each case as determined by the Borrower Representative in good faith; provided, that “Material Real Property” shall not include any Real Property in respect of which the Loan Party does not own the land in fee simple.

“Material Subsidiary” shall mean any Subsidiary other than an Immaterial Subsidiary.

“Maximum Rate” shall have the meaning assigned to such term in Section 9.09.

“Merger” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Merger Parent” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Merger Sub” shall have the meaning assigned to such term in the introductory paragraph of this Agreement.

“Merger Agreement” shall mean the Agreement and Plan of Merger, dated as of November 26, 2014, by and among the Company, Holdings and Merger Sub, and any other agreements or instruments contemplated thereby, in each case, as may be amended, restated, supplemented or otherwise modified from time to time.

“Minimum L/C Collateral Amount” shall mean, at any time, in connection with any Letter of Credit, (i) with respect to Cash Collateral consisting of cash or deposit account balances, an amount equal to 102% of the Revolving L/C Exposure with respect to such Letter of Credit at such time and (ii) otherwise, an amount sufficient to provide credit support with respect to such Revolving L/C Exposure as determined by the Administrative Agent and the Issuing Banks in their sole discretion.

“Moody’s” shall mean Moody’s Investors Service, Inc.

“Mortgaged Properties” shall mean the Material Real Properties owned in fee by any Loan Party that are identified as such on Schedule 1.01(E) (the “Closing Date Mortgaged Properties”) and each additional Material Real Property encumbered by a Mortgage pursuant to Section 5.10.

“Mortgages” shall mean, collectively, the mortgages, trust deeds, deeds of trust, deeds to secure debt, assignments of leases and rents, and other security documents (including amendments to any of the foregoing) delivered with respect to Mortgaged Properties, each substantially in the form of Exhibit F (with such changes as are reasonably consented to by the Collateral Agent to account for local law matters) or in such other form as is reasonably satisfactory to the Collateral Agent and the Borrower Representative, in each case, as amended, supplemented or otherwise modified from time to time.

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“Multiemployer Plan” shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA to which either Borrower, Holdings, Intermediate Holdings or any Subsidiary or any ERISA Affiliate (other than one considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Code Section 414) is making or accruing an obligation to make contributions, or has within any of the preceding six plan years made or accrued an obligation to make contributions.

“Net First Lien Leverage Ratio” shall mean on any date, the ratio of (A) (i) the sum of, without duplication, (x) the aggregate principal amount of any Consolidated Debt consisting of Loan Obligations outstanding as of the last day of the Test Period most recently ended as of such date (other than Loan Obligations secured only by Junior Liens) and (y) the aggregate principal amount of any other Consolidated Debt of Holdings and its Subsidiaries as of the last day of such Test Period that is then secured by Other First Liens less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments of Holdings and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net First Lien Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“Net Income” shall mean, with respect to any person, the net income (loss) of such person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends.

“Net Proceeds” shall mean:

(a) 100% of the cash proceeds actually received by Holdings or any Subsidiary (including any cash payments received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price adjustment receivable or otherwise and including casualty insurance settlements and condemnation awards, but only as and when received) from any Asset Sale under Section 6.05(g), net of (i) 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, required debt payments and required payments of other obligations relating to the applicable asset to the extent such debt or obligations are secured by a Lien permitted hereunder (other than to the extent secured by a Lien created pursuant to the Loan Documents) on such asset, other customary expenses and brokerage, consultant and other customary fees actually incurred in connection therewith, (ii) Taxes paid or payable (in the good faith determination of the Borrower Representative) as a result thereof, and (iii) the amount of any reasonable reserve established in accordance with GAAP against any adjustment to the sale price or any liabilities (other than any taxes deducted pursuant to clause (i) or (ii) above) (x) related to any of the applicable assets and (y) retained by Holdings or any of the Subsidiaries including pension and other post-employment benefit liabilities and liabilities related to environmental matters or against any indemnification obligations (however, the amount of any subsequent reduction of such reserve (other than in connection with a payment in respect of any such liability) shall be deemed to be cash proceeds of such Asset Sale occurring on the date of such reduction); provided, that, the Borrower Representative shall deliver a certificate of a Responsible Officer of the Borrower Representative to the Administrative Agent promptly following receipt of any such proceeds setting forth Holdings’ or either Borrower’s intention to use any portion of such proceeds, within 12 months of such receipt, to acquire, maintain, develop, construct, improve, upgrade or repair assets useful in the business of Holdings, Intermediate Holdings, the Borrowers or the Subsidiaries or to make Permitted Business Acquisitions and other Investments permitted hereunder (excluding Permitted Investments or intercompany Investments in Subsidiaries) or to reimburse the cost of any of the foregoing incurred on or after the date on which the Asset Sale giving rise to such proceeds was contractually committed, such portion of such proceeds shall not constitute Net Proceeds except to the extent not, within 12 months of such receipt, so used or contractually committed to be so used (it being understood that if any portion of such proceeds are not so used within such 12 month period but within such 12 month period are contractually committed to be used, then such remaining portion if not so used within six months following the end of such 12 month period shall constitute Net Proceeds as of such date without

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giving effect to this proviso); provided, further, that (x) no net cash proceeds calculated in accordance with the foregoing realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such net cash proceeds shall exceed $15,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds) and (y) no net cash proceeds calculated in accordance with the foregoing shall constitute Net Proceeds in any fiscal year until the aggregate amount of all such net cash proceeds otherwise constituting Net Proceeds pursuant to the foregoing clause (x) in such fiscal year shall exceed $50,000,000 (and thereafter only net cash proceeds in excess of such amount shall constitute Net Proceeds); and

(b) 100% of the cash proceeds from the incurrence, issuance or sale by Holdings or any Subsidiary of any Indebtedness (other than Excluded Indebtedness), net of all taxes and fees (including investment banking fees), commissions, costs and other expenses, in each case incurred in connection with such issuance or sale.

“Net Secured Leverage Ratio” shall mean, on any date, the ratio of (A) (i) the sum of, without duplication, (x) the aggregate principal amount of any Consolidated Debt consisting of Loan Obligations outstanding as of the last day of the Test Period most recently ended as of such date and (y) the aggregate principal amount of any other Consolidated Debt of Holdings and its Subsidiaries as of the last day of such Test Period that is then secured by Liens on Collateral of Holdings and/or the Subsidiaries less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments of Holdings and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Secured Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“Net Total Leverage Ratio” shall mean, on any date, the ratio of (A)(i) the sum of, without duplication, (x) the aggregate principal amount of any Consolidated Debt consisting of Loan Obligations outstanding as of the last day of the Test Period most recently ended as of such date and (y) the aggregate principal amount of any other Consolidated Debt of Holdings and its Subsidiaries as of the last day of such Test Period less (ii) without duplication, the Unrestricted Cash and unrestricted Permitted Investments of Holdings and its Subsidiaries as of the last day of such Test Period, to (B) EBITDA for such Test Period, all determined on a consolidated basis in accordance with GAAP; provided, that the Net Total Leverage Ratio shall be determined for the relevant Test Period on a Pro Forma Basis.

“New Class Loans” shall have the meaning assigned to such term in Section 9.08(f).

“New Office/Location” shall mean each office, plant, facility, branch or store or other business location which is either a new office, plant, facility, branch or store or other business location or an expansion, relocation, remodeling, or substantial modernization of an existing office, plant, facility, branch or store or other business location owned by Holdings or the Subsidiaries which in fact commences operations or otherwise opens for use by the business.

“Non-Bank Tax Certificate” shall have the meaning assigned to such term in Section 2.17(e)(i).

“Non-Consenting Lender” shall have the meaning assigned to such term in Section 2.19(c).

“Non-Defaulting Lender” shall mean, at any time, each Lender that is not a Defaulting Lender at such time.

“Note” shall have the meaning assigned to such term in Section 2.09(b).

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“Obligations” shall mean, collectively, (a) the Loan Obligations, (b) obligations in respect of any Secured Cash Management Agreement and (c) obligations in respect of any Secured Hedge Agreement.

“OFAC” shall have the meaning assigned to such term in Section 3.25(b).

“Order” means any order, injunction, judgment, decree, ruling, writ, stipulation, award, decision, directive, verdict, assessment or arbitration award of a Governmental Authority of competent jurisdiction.

“Other First Lien Debt” means obligations secured by Other First Liens.

“Other First Liens” means Liens on assets of Holdings or any Subsidiary, except to the extent such Liens are expressly subordinated in writing to the Liens on the Collateral securing the Loan Obligations.

“Other Revolving Facility Commitments” shall mean Incremental Revolving Facility Commitments to make Other Revolving Loans.

“Other Revolving Loans” shall have the meaning assigned to such term in Section 2.21(a).

“Other Taxes” shall mean any and all present or future stamp, court or documentary Taxes or any other excise, transfer, sales, property, intangible, mortgage recording or similar Taxes (but, for the avoidance of doubt, not any Taxes imposed on, or measured by reference to, gross income, net income or gain nor any Taxes imposed under FATCA) arising from any payment made hereunder or under any other Loan Document or from the execution, registration, delivery or enforcement of, consummation or administration of, from the receipt or perfection of security interest under, or otherwise with respect to, the Loan Documents (but excluding any Excluded Taxes ).

“Other Term Loans” shall have the meaning assigned to such term in Section 2.21(a) (including in the form of Extended Term Loans or Refinancing Term Loans, as applicable).

“Parent Entity” shall mean any direct or indirect parent of Holdings.

“Participant” shall have the meaning assigned to such term in Section 9.04(d)(i).

“Participant Register” shall have the meaning assigned to such term in Section 9.04(d)(ii).

“Participating Member State” shall mean each state so described in any EMU Legislation.

“PBGC” shall mean the Pension Benefit Guaranty Corporation referred to and defined in ERISA.

“Perfection Certificate” shall mean the Perfection Certificate with respect to Holdings and the other Loan Parties in a form reasonably satisfactory to the Administrative Agent, as the same may be supplemented from time to time to the extent required by Section 5.04(f).

“Permitted Business Acquisition” shall mean any acquisition of all or substantially all the assets of, or all or substantially all the Equity Interests (other than directors’ qualifying shares) not previously held by Holdings and its Subsidiaries in, or merger, consolidation or amalgamation with, a person or division or line of business of a person (or any subsequent investment made in a person or division or line of business previously acquired in a Permitted Business Acquisition), if immediately after giving effect thereto: (i) no Event of Default under clause (b), (c), (h) or (i) of Section 7.01 shall have

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occurred and be continuing or would result therefrom, provided, however, that with respect to a proposed acquisition pursuant to an executed acquisition agreement, at the option of the Borrower Representative, the determination of whether such an Event of Default shall exist shall be made solely at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (ii) at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition, the Borrower Representative shall reasonably expect that all transactions related to such Permitted Business Acquisition shall be consummated in accordance with applicable laws; (iii) with respect to any such acquisition or investment with cash consideration in excess of $50,000,000, the Borrower Representative shall determine that, if such acquisition or investment were to be consummated on the date of signing, then it would be in Pro Forma Compliance before and immediately after giving effect to such acquisition or investment and any related transaction, determined at the time of the execution of the acquisition agreement related to such Permitted Business Acquisition; (iv) any acquired or newly formed Subsidiary shall not be liable for any Indebtedness except for Indebtedness permitted by Section 6.01; (v) to the extent required by Section 5.10, any person acquired in such acquisition, if acquired by Holdings or a Domestic Subsidiary, shall be merged into Holdings or a Subsidiary Loan Party or become upon consummation of such acquisition a Subsidiary Loan Party; and (vi) the aggregate cash consideration in respect of such acquisitions and investments in assets that are not owned by Holdings, the Borrowers or Subsidiary Loan Parties or in Equity Interests in persons that are not Subsidiary Loan Parties or do not become Subsidiary Loan Parties, in each case upon consummation of such acquisition, shall not exceed the greater of (x) $150,000,000 and (y) 85% of Relevant EBITDA (excluding for purposes of the calculation in this clause (vi), (A) any such assets or Equity Interests that are no longer owned by Holdings or any of its Subsidiaries and (B) acquisitions and investments made at a time when, immediately after giving effect thereto, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed 3.00 to 1.00, which acquisitions and investments shall be permitted under this clause (vi) without regard to such calculation).

“Permitted Cure Securities” shall mean any common equity securities (or other equity securities in a form reasonably acceptable to the Administrative Agent) of the Borrowers, Holdings or any Parent Entity issued pursuant to the Cure Rights, other than Disqualified Stock.

“Permitted Holder Group” shall have the meaning assigned to such term in the definition of “Permitted Holders.”

“Permitted Holders” shall mean (i) the Co-Investors (and each person to whom any Co-Investor transfers Equity Interests of the Borrowers, Holdings or any Parent Entity in connection with the primary equity syndication following the Closing Date), (ii) any person that has no material assets other than the capital stock of the Borrowers, Holdings or any Parent Entity and that, directly or indirectly, holds or acquires beneficial ownership of 100% of the voting Equity Interests of Holdings, and of which no other person or “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date), other than any of the other Permitted Holders specified in clause (i) and this clause (ii), beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clause (i) and this clause (ii)) on a fully diluted basis of the voting Equity Interests thereof and (iii) any “group” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act as in effect on the Closing Date) the members of which include any of the other Permitted Holders specified in clause (i) and clause (ii) and that, directly or indirectly, hold or acquire beneficial ownership of the voting Equity Interests of Holdings (a “Permitted Holder Group”), so long as (1) each member of the Permitted Holder Group has voting rights proportional to the percentage of ownership interests held or acquired by such member and (2) no person or other “group” (other than the other Permitted Holders specified in clause (i) and clause (ii)) beneficially owns more than 50% (or, following a Qualified IPO, the greater of 35% and the percentage beneficially owned by the Permitted Holders specified in clause (i)) on a fully diluted basis of the voting Equity Interests held by the Permitted Holder Group.

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“Permitted Investments” shall mean:

(a) direct obligations of the United States of America or any member of the European Union or any agency thereof or obligations guaranteed by the United States of America or any member of the European Union or any agency thereof, in each case with maturities not exceeding two years from the date of acquisition thereof;

(b) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits maturing within 180 days of the date of acquisition thereof issued by a bank or trust company that is organized under the laws of the United States of America, any state thereof or any foreign country recognized by the United States of America having capital, surplus and undivided profits in excess of $250,000,000 and whose long-term debt, or whose parent holding company’s long-term debt, is rated A (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(c) repurchase obligations with a term of not more than 180 days for underlying securities of the types described in clause (a) above entered into with a bank meeting the qualifications described in clause (b) above;

(d) commercial paper, maturing not more than one year after the date of acquisition, issued by a corporation (other than an Affiliate of either Borrower) organized and in existence under the laws of the United States of America or any foreign country recognized by the United States of America with a rating at the time as of which any investment therein is made of P 1 (or higher) according to Moody’s, or A 1 (or higher) according to S&P (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(e) securities with maturities of two years or less from the date of acquisition, issued or fully guaranteed by any State, commonwealth or territory of the United States of America, or by any political subdivision or taxing authority thereof, and rated at least A by S&P or A by Moody’s (or such similar equivalent rating or higher by at least one nationally recognized statistical rating organization (as defined in Rule 436 under the Securities Act));

(f) shares of mutual funds whose investment guidelines restrict 95% of such funds’ investments to those satisfying the provisions of clauses (a) through (e) above;

(g) money market funds that (i) comply with the criteria set forth in Rule 2a 7 under the Investment Company Act of 1940, (ii) are rated AAA by S&P and Aaa by Moody’s and (iii) have portfolio assets of at least $5,000,000,000;

(h) time deposit accounts, certificates of deposit, money market deposits, banker’s acceptances and other bank deposits in an aggregate face amount not in excess of 0.5% of the total assets of Holdings and the Subsidiaries, on a consolidated basis, as of the end of Holdings’ most recently completed fiscal year; and

(i) instruments equivalent to those referred to in clauses (a) through (h) above denominated in any foreign currency comparable in credit quality and tenor to those referred to above and commonly used by corporations for cash management purposes in any jurisdiction outside the United States of America to the extent reasonably required in connection with any business conducted by any Subsidiary organized in such jurisdiction.

“Permitted Junior Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intended to be junior to any Liens securing the Term B Loans (and other Loan

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Obligations that are pari passu with the Term B Loans) (including, for the avoidance of doubt, junior Liens pursuant to Section 2.21(b)(ii)), either (as the Borrower Representative shall elect) (x) the First Lien/Second Lien Intercreditor Agreement if such Liens secure “Second Lien Obligations” (as defined therein), (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such junior Liens than the First Lien/Second Lien Intercreditor Agreement (as determined by the Borrower Representative in good faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a junior basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower Representative in the exercise of reasonable judgment.

“Permitted Liens” shall have the meaning assigned to such term in Section 6.02.

“Permitted Loan Purchase” shall have the meaning assigned to such term in Section 9.04(i).

“Permitted Loan Purchase Assignment and Acceptance” shall mean an assignment and acceptance entered into by a Lender as an Assignor and either Borrower as an Assignee, as accepted by the Administrative Agent (if required by Section 9.04) in the form of Exhibit G or such other form as shall be approved by the Administrative Agent and the Borrower Representative (such approval not to be unreasonably withheld or delayed).

“Permitted Pari Passu Intercreditor Agreement” shall mean, with respect to any Liens on Collateral that are intended to be pari passu with the Liens securing the Term B Loans (and other Loan Obligations that are pari passu with the Term B Loans), either (as the Borrower Representative shall elect) (x) the First Lien/First Lien Intercreditor Agreement, (y) another intercreditor agreement not materially less favorable to the Lenders vis-à-vis such pari passu Liens than the First Lien/First Lien Intercreditor Agreement (as determined by the Borrower Representative in good faith) or (z) another intercreditor agreement the terms of which are consistent with market terms governing security arrangements for the sharing of liens on a pari passu basis at the time such intercreditor agreement is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower Representative in the exercise of reasonable judgment.

“Permitted Refinancing Indebtedness” shall mean any Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Indebtedness being Refinanced (or previous refinancings thereof constituting Permitted Refinancing Indebtedness); provided, that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so Refinanced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions, expenses, plus an amount equal to any existing commitment unutilized thereunder and letters of credit undrawn thereunder), (b) (i) except with respect to Section 6.01(i), the final maturity date of such Permitted Refinancing Indebtedness is on or after the earlier of (x) the final maturity date of the Indebtedness being Refinanced and (y) the Latest Maturity Date in effect at the time of incurrence thereof and (ii) the Weighted Average Life to Maturity of such Permitted Refinancing Indebtedness is greater than or equal to the lesser of (A) the Weighted Average Life to Maturity of the Indebtedness being Refinanced and (B) the Weighted Average Life to Maturity of the Class of Term Loans then outstanding with the greatest remaining Weighted Average Life to Maturity, (c) if the Indebtedness being Refinanced is subordinated in right of payment to the Loan Obligations under this Agreement, such Permitted Refinancing Indebtedness shall be subordinated in right of payment to such Loan Obligations on terms in the aggregate not materially less favorable to the Lenders as those contained in the documentation governing the Indebtedness being

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Refinanced, (d) no Permitted Refinancing Indebtedness shall have obligors that are not (or would not have been) obligated with respect to the Indebtedness being so Refinanced (except that a Loan Party may be added as an additional obligor) and (e) if the Indebtedness being Refinanced is secured by Liens on any Collateral (whether senior to, equally and ratably with, or junior to the Liens on such Collateral securing the Loan Obligations or otherwise), such Permitted Refinancing Indebtedness may be secured by such Collateral (including any Collateral pursuant to after-acquired property clauses to the extent any such Collateral secured (or would have secured) the Indebtedness being Refinanced) on terms in the aggregate that are substantially similar to, or not materially less favorable to the Secured Parties than, the Indebtedness being refinanced or on terms otherwise permitted by Section 6.02.

“Permitted Securitization Documents” shall mean all documents and agreements evidencing, relating to or otherwise governing a Permitted Securitization Financing.

“Permitted Securitization Financing” shall mean one or more transactions pursuant to which (i) Securitization Assets or interests therein are sold to or financed by one or more Special Purpose Securitization Subsidiaries, and (ii) such Special Purpose Securitization Subsidiaries finance their acquisition of such Securitization Assets or interests therein, or the financing thereof, by selling or borrowing against Securitization Assets and any hedging obligations under any Hedge Agreement entered into in connection with such Securitization Assets; provided, that recourse to Holdings or any Subsidiary (other than the Special Purpose Securitization Subsidiaries) in connection with such transactions shall be limited to the extent customary (as determined by the Borrower Representative in good faith) for similar transactions in the applicable jurisdictions (including, to the extent applicable, in a manner consistent with the delivery of a “true sale”/“absolute transfer” opinion with respect to any transfer by Holdings or any Subsidiary (other than a Special Purpose Securitization Subsidiary).

“Permitted Tax Distributions” shall mean, with respect to any taxable period for which Holdings, the Borrowers and/or any of their subsidiaries are members of a consolidated, combined, affiliated, unitary or similar tax group for U.S. federal and/or applicable state, local or foreign Tax purposes of which a direct or indirect parent of Holdings is the common parent, distributions to any direct or indirect parent of Holdings in an amount not to exceed the amount of any U.S. federal, state, local or foreign taxes that Holdings, the Borrowers and/or their subsidiaries, as applicable, would have paid for such taxable period had Holdings, the Borrowers and/or their subsidiaries, as applicable, been a stand-alone corporate taxpayer or a stand-alone corporate group.

“person” shall mean any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“Plan” shall mean any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA) (other than a Multiemployer Plan) that is (i) subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and (ii) (A) sponsored or maintained (at the time of determination or at any time within the five years prior thereto) by Holdings, Intermediate Holdings, either Borrower, any Subsidiary or any ERISA Affiliate, or (B) in respect of which Holdings, the Borrowers, any Subsidiary or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section 3(5) of ERISA.

“Platform” shall have the meaning assigned to such term in Section 9.17.

“Pledged Collateral” shall have the meaning assigned to such term in the Collateral Agreement.

“PNC” shall mean PNC Bank, National Association.

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“PNSI” shall mean Presidio Networked Solutions, Inc.

“Pre-Opening Expenses” shall mean, with respect to any fiscal period, the amount of expenses (other than interest expense) incurred with respect to the initiation of new contracts or other ramp up expenses.

“Pricing Grid” shall mean, with respect to the Revolving Facility Loans, the table set forth below:

Net First Lien Leverage Ratio	Applicable Margin for Eurocurrency Loans			Applicable Margin for ABR Loans			Applicable Commitment Fee
Greater than 2.50 to 1.00		4.25	%		3.25	%		0.500	%
Less than or equal to 2.50 to 1.00 but greater than 2.00 to 1.00		4.00	%		3.00	%		0.375	%
Less than or equal to 2.00 to 1.00		3.75			2.75			0.375	%

For the purposes of the Pricing Grid, changes in the Applicable Margin and the Applicable Commitment Fee resulting from changes in the Net First Lien Leverage Ratio shall become effective on the date (the “Adjustment Date”) that is three Business Days after delivery of the relevant financial statements pursuant to Section 5.04 for each fiscal quarter commencing with the first full fiscal quarter of Holdings after the Closing Date, and shall remain in effect until the next Adjustment Date. Following the first Adjustment Date, the Applicable Margin and the Applicable Commitment Fee shall be determined by reference to the Net First Lien Leverage Ratio as of the last day of the most recently ended fiscal quarter of Holdings preceding the applicable Adjustment Date as reflected in the applicable compliance certificate delivered to the Administrative Agent pursuant to Section 5.04(c). If any financial statements referred to above are not delivered within the time periods specified in Section 5.04, then, until the date that is three Business Days after the date on which such financial statements are delivered, (a) with regards to the Applicable Margin, the pricing level that is set forth in clause (ii) or (iii), as applicable, of the definition of the term “Applicable Margin” shall apply and (b) with regards to the Applicable Commitment Fee, the pricing level that is set forth in clause (i) or (ii), as applicable, of the definition of the term “Applicable Commitment Fee” shall apply (in each case without giving effect to the proviso thereto), in each case, as of the first Business Day after the date on which such financial statements were to have been delivered but were not delivered.

Notwithstanding anything to the contrary contained above in this definition or elsewhere in this Agreement, if it is subsequently determined that the Net First Lien Leverage Ratio set forth in any compliance certificate delivered to the Administrative Agent pursuant to Section 5.04(c) is inaccurate as a result of any fraud, intentional misrepresentation or willful misconduct of Holdings or any of its Subsidiaries, or any officer thereof and the result is that the Lenders received interest or fees for any period based on an Applicable Margin or an Applicable Commitment Fee that is less than that which would have been applicable had the Net First Lien Leverage Ratio been accurately determined, then, for all purposes of this Agreement, the “Applicable Margin” and the “Applicable Commitment Fee” for any day occurring within the period covered by such compliance certificate shall retroactively be deemed to be the relevant percentage as based upon the accurately determined Net First Lien Leverage Ratio for such period, and any shortfall in the interest or fees theretofore paid by the Borrowers for the relevant period pursuant to this Agreement as a result of the miscalculation of the Net First Lien Leverage Ratio shall be deemed to be (and shall be) due and payable under the relevant provisions of this Agreement, as applicable, at the time the

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interest or fees for such period were required to be paid pursuant to said Section (and shall remain due and payable until paid in full, together with all amounts owing under Section 2.13, in accordance with the terms of this Agreement), but shall be paid for the ratable account of the Lenders at the time that such determination is made.

“primary obligor” shall have the meaning assigned to such term in the definition of the term “Guarantee.”

“Prime Rate” shall mean the rate of interest per annum determined from time to time by the Administrative Agent as its prime rate in effect at its principal office in New York City and notified to the Borrower Representative. The prime rate is a rate set by the Administrative Agent based upon various factors, including the Administrative Agent’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such rate.

“Pro Forma Basis” shall mean, as to any person, for any events as described below that occur subsequent to the commencement of a period for which the financial effect of such events is being calculated, and giving effect to the events for which such calculation is being made, such calculation as will give pro forma effect to such events as if such events occurred on the first day of the four consecutive fiscal quarter period ended on or before the occurrence of such event (the “Reference Period”): (i) pro forma effect shall be given to any Disposition, any acquisition, Investment, capital expenditure, construction, repair, replacement, improvement, development, disposition, merger, amalgamation, consolidation (including the Transactions) (or any similar transaction or transactions not otherwise permitted under Section 6.04 or 6.05 that require a waiver or consent of the Required Lenders and such waiver or consent has been obtained), any dividend, distribution or other similar payment, any designation of any Subsidiary as an Unrestricted Subsidiary and any Subsidiary Redesignation, New Office/ Location, and any restructurings of the business of Holdings, Intermediate Holdings, either Borrower or any of its Subsidiaries that the Borrower Representative or any of the Subsidiaries has determined to make and/or made and are expected to have a continuing impact and are factually supportable, which would include cost savings resulting from head count reduction, closure of facilities and similar operational and other cost savings, which adjustments the Borrower Representative determines are reasonable as set forth in a certificate of a Financial Officer of either Borrower or the Borrower Representative (the foregoing, together with any transactions related thereto or in connection therewith, the “relevant transactions”), in each case that occurred during the Reference Period (or, in the case of determinations made pursuant to Section 2.21 or Article VI (other than Section 6.11), occurring during the Reference Period or thereafter and through and including the date upon which the relevant transaction is consummated), (ii) in making any determination on a Pro Forma Basis, (x) all Indebtedness (including Indebtedness issued, incurred or assumed as a result of, or to finance, any relevant transactions and for which the financial effect is being calculated, whether incurred under this Agreement or otherwise, but excluding normal fluctuations in revolving Indebtedness incurred for working capital purposes and amounts outstanding under any Permitted Securitization Financing, in each case not to finance any acquisition) issued, incurred, assumed or permanently repaid during the Reference Period (or, in the case of determinations made pursuant to Section 2.21 or Article VI (other than Section 6.11), occurring during the Reference Period or thereafter and through and including the date upon which the relevant transaction is consummated) shall be deemed to have been issued, incurred, assumed or permanently repaid at the beginning of such period, (y) Interest Expense of such person attributable to interest on any Indebtedness, for which pro forma effect is being given as provided in the preceding clause (x), bearing floating interest rates shall be calculated as if the rate in effect on the calculation date had been the applicable rate for the entire period and (z) in giving effect to clause (i) above with respect to each New Office/Location which commences operations and records not less than one full fiscal quarter’s operations during the Reference Period, the operating results of such New Office/Location shall be annualized on a straight line basis during such period, taking into account any seasonality

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adjustments determined by the Borrower Representative in good faith, and (iii) (A) any Subsidiary Redesignation then being designated, effect shall be given to such Subsidiary Redesignation and all other Subsidiary Redesignations after the first day of the relevant Reference Period and on or prior to the date of the respective Subsidiary Redesignation then being designated, collectively, and (B) any designation of a Subsidiary as an Unrestricted Subsidiary, effect shall be given to such designation and all other designations of Subsidiaries as Unrestricted Subsidiaries on or after the first day of the relevant Reference Period and on or prior to the date of the then applicable designation of a Subsidiary as an Unrestricted Subsidiary, collectively.

In the event that EBITDA or any financial ratio is being calculated for purposes of determining whether Indebtedness or any Lien relating thereto may be incurred or whether any Investment may be made, the Borrower Representative may elect pursuant to a certificate of a Responsible Officer delivered to the Administrative Agent to treat all or any portion of the commitment relating thereto as being incurred at the time of such commitment, in which case any subsequent incurrence of Indebtedness under such commitment shall not be deemed, for purposes of this calculation, to be an incurrence at such subsequent time.

Pro forma calculations made pursuant to the definition of the term “Pro Forma Basis” shall be determined in good faith by a Responsible Officer of the Borrower Representative and may include adjustments to reflect (1) operating expense reductions and other operating improvements, synergies or cost savings reasonably expected to result from any relevant pro forma event (including, to the extent applicable, the Transactions) to the extent such operating expense reductions, other operating improvements, synergies or cost savings are reasonably expected to be realized within 24 months of such event (including, to the extent applicable, the Transactions) and (2) all adjustments of the type used in connection with the calculation of “Adjusted EBITDA” as set forth in the “Summary Historical and Pro Forma Consolidated Financial Data” portion of the “Summary” section of the Unsecured Notes Offering Memorandum to the extent such adjustments, without duplication, continue to be applicable to such Reference Period; provided that, the aggregate amount of adjustments pursuant to this paragraph for any period shall not, when combined with the aggregate amount of adjustments made pursuant to clause (iv) of the definition of “EBITDA,” exceed 25% of EBITDA for such period, prior to giving effect to such adjustments (but, for the avoidance of doubt, after giving effect to other pro forma adjustments). The Borrower Representative shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower Representative setting forth such operating expense reductions, other operating improvements or synergies and adjustments pursuant to clause (2) above, and information and calculations supporting them in reasonable detail.

For purposes of this definition, any amount in a currency other than Dollars will be converted to Dollars based on the average exchange rate for such currency for the most recent twelve month period immediately prior to the date of determination in a manner consistent with that used in calculating EBITDA for the applicable period.

“Pro Forma Compliance” shall mean, at any date of determination, that Holdings and its Subsidiaries shall be in compliance, on a Pro Forma Basis after giving effect on a Pro Forma Basis to the relevant transactions (including the assumption, the issuance, incurrence and permanent repayment of Indebtedness), with the Financial Covenant recomputed as at the last day of the most recently ended fiscal quarter of Holdings and its Subsidiaries for which the financial statements and certificates required pursuant to Section 5.04 have been delivered. For the avoidance of doubt, Pro Forma Compliance shall be tested without regard to whether or not the Financial Covenant was or was required to be tested on the applicable quarter-end date.

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“Pro Rata Extension Offers” shall have the meaning assigned to such term in Section 2.21(e).

“Pro Rata Share” shall have the meaning assigned to such term in Section 9.08(f).

“Projections” shall mean the projections of Holdings and the Subsidiaries included in the Information Memorandum and any other projections and any forward-looking statements (including statements with respect to booked business) of such entities furnished to the Lenders or the Administrative Agent by or on behalf of Holdings or any of the Subsidiaries prior to the Closing Date.

“Public Company Compliance” shall mean compliance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith, the provisions of the Securities Act and the Exchange Act, and the rules of national securities exchange listed companies (in each case, as applicable to companies with equity or debt securities held by the public), including procuring directors’ and officers’ insurance, legal and other professional fees, and listing fees.

“Public Lender” shall have the meaning assigned to such term in Section 9.17.

“Qualified Equity Interests” shall mean any Equity Interest other than Disqualified Stock.

“Qualified IPO” shall mean an underwritten public offering of the Equity Interests of the Borrower, Holdings or any Parent Entity (the “IPO Entity”) which generates (individually or in the aggregate together with any prior underwritten public offering) gross cash proceeds of at least $50,000,000.

“Rate” shall have the meaning assigned to such term in the definition of the term “Type”.

“Real Property” shall mean, collectively, all right, title and interest (including any leasehold estate) in and to any and all parcels of or interests in real property owned in fee or leased by any Loan Party, whether by lease, license, or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof.

“Receivables Assets” shall mean accounts receivable (including any bills of exchange) and related assets and property from time to time originated, acquired or otherwise owned by Holdings or any Subsidiary.

“Receivables Net Investment” shall mean the aggregate cash amount paid by the lenders or purchasers under any Permitted Securitization Financing in connection with their purchase of, or the making of loans secured by, Receivables Assets or interests therein, as the same may be reduced from time to time by collections with respect to such Receivables Assets or otherwise in accordance with the terms of the Permitted Securitization Documents (but excluding any such collections used to make payments of items included in clause (c) of the definition of Interest Expense); provided, however, that if all or any part of such Receivables Net Investment shall have been reduced by application of any distribution and thereafter such distribution is rescinded or must otherwise be returned for any reason, such Receivables Net Investment shall be increased by the amount of such distribution, all as though such distribution had not been made.

“Reference Period” shall have the meaning assigned to such term in the definition of the term “Pro Forma Basis.”

“Refinance” shall have the meaning assigned to such term in the definition of the term “Permitted Refinancing Indebtedness,” and “Refinanced” shall have a meaning correlative thereto.

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“Refinancing Effective Date” shall have the meaning assigned to such term in Section 2.21(j).

“Refinancing Notes” shall mean any secured or unsecured notes or loans issued by any Loan Party (whether under an indenture, a credit agreement or otherwise) and the Indebtedness represented thereby; provided, that (a) (i) 100% of the Net Proceeds of such Refinancing Notes are used to permanently reduce Loans and/or replace Commitments substantially simultaneously with the issuance thereof; (b) the principal amount (or accreted value, if applicable) of such Refinancing Notes does not exceed the principal amount (or accreted value, if applicable) of the aggregate portion of the Loans so reduced and/or Commitments so replaced (plus unpaid accrued interest and premium (including tender premiums) thereon and underwriting discounts, defeasance costs, fees, commissions and expenses); (c) the final maturity date of such Refinancing Notes is on or after the Term Facility Maturity Date or the Revolving Facility Maturity Date, as applicable, of the Term Loans so reduced or the Revolving Facility Commitments so replaced; (d) the Weighted Average Life to Maturity of such Refinancing Notes is greater than or equal to the Weighted Average Life to Maturity of the Term Loans so reduced or the Revolving Facility Commitments so replaced, as applicable; (e) the terms of such Refinancing Notes do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Term Facility Maturity Date of the Term Loans so reduced or the Revolving Facility Maturity Date of the Revolving Facility Commitments so replaced, as applicable (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default); (f) the other terms of such Refinancing Notes (other than interest rates, fees, floors, funding discounts and redemption or prepayment premiums and other pricing terms), taken as a whole, are substantially similar to, or not materially more favorable to the investors providing such Refinancing Notes than the terms, taken as a whole, applicable to the Term B Loans (except for covenants or other provisions applicable only to periods after the Latest Maturity Date in effect at the time such Refinancing Notes are issued or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower Representative in good faith (or, if more restrictive, the Loan Documents are amended to contain such more restrictive terms to the extent required to satisfy the foregoing standard); (g) there shall be no obligor in respect of such Refinancing Notes that is not a Loan Party; and (h) Refinancing Notes that are secured by Collateral shall be subject to the provisions of a Permitted Pari Passu Intercreditor Agreement or a Permitted Junior Intercreditor Agreement, as applicable.

“Refinancing Term Loans” shall have the meaning assigned to such term in Section 2.21(j).

“Register” shall have the meaning assigned to such term in Section 9.04(b)(iv).

“Regulation T” shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U” shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X” shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund” shall mean, with respect to any Lender that is a fund that invests in bank or commercial loans and similar extensions of credit, any other fund that invests in bank or commercial loans and similar extensions of credit and is advised or managed by (a) such Lender, (b) an Affiliate of such Lender or (c) an entity (or an Affiliate of such entity) that administers, advises or manages such Lender.

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“Related Parties” shall mean, with respect to any specified person, such person’s Controlled or Controlling Affiliates and the respective directors, trustees, officers, employees, agents and advisors of such person and such person’s Controlled or Controlling Affiliates.

“Related Sections” shall have the meaning assigned to such term in Section 6.04.

“Release” shall mean any spilling, leaking, seepage, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, disposing, depositing, emanating or migrating in, into, onto or through the Environment.

“Relevant EBITDA” shall mean an amount equal to EBITDA of Holdings and its Subsidiaries for the Test Period most recently ended for which internal financial statements are available to the Borrower Representative calculated on a Pro Forma Basis.

“Replacement Revolving Facility” shall have the meaning assigned to such term in Section 2.21(l).

“Replacement Revolving Facility Commitments” shall have the meaning assigned to such term in Section 2.21(l).

“Replacement Revolving Facility Effective Date” shall have the meaning assigned to such term in Section 2.21(l).

“Replacement Revolving Loans” shall have the meaning assigned to such term in Section 2.21(l).

“Reportable Event” shall mean any of the events set forth in Section 4043(c) of ERISA or the regulations issued thereunder, other than those events as to which the 30-day notice period referred to in Section 4043(c) of ERISA has been waived, with respect to a Plan (other than a Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only pursuant to subsection (m) or (o) of Section 414 of the Code).

“Required Lenders” shall mean, at any time, Lenders having (a) Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of (w) all Loans (other than Swingline Loans) outstanding, (x) all Revolving L/C Exposures, (y) all Swingline Exposures and (z) the total Available Unused Commitments at such time; provided, that (i) the Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Lenders at any time and (ii) the portion of any Term Loans held by Debt Fund Affiliate Lenders in the aggregate in excess of 49.9% of the Required Amount of Loans shall be disregarded in determining Required Lenders at any time. For purposes of the foregoing, “Required Amount of Loans” means, at any time, the amount of Loans required to be held by Lenders in order for such Lenders to constitute “Required Lenders” (without giving effect to the foregoing clause (ii)).

“Required Percentage” shall mean, with respect to an Applicable Period, 75%; provided, that if the Net First Lien Leverage Ratio as at the end of the Applicable Period is less than or equal to (i) 3.00 to 1.00 but greater than 2.50 to 1.00, such percentage shall be 50%, (ii) 2.50 to 1.00 but greater than 2.00 to 1.00, such percentage shall be 25%, and (iii) 2.00 to 1.00, such percentage shall be 0%.

“Required Prepayment Lenders” shall mean, at any time, the holders of more than 50% of the aggregate unpaid principal amount of the Term Loans at such time (subject to the last paragraph of Section 9.08(b)).

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“Required Revolving Facility Lenders” shall mean, at any time, Revolving Facility Lenders having (a) Revolving Facility Loans (other than Swingline Loans) outstanding, (b) Revolving L/C Exposures, (c) Swingline Exposures and (d) Available Unused Commitments that, taken together, represent more than 50% of the sum of (w) all Revolving Facility Loans (other than Swingline Loans) outstanding, (x) all Revolving L/C Exposures, (y) all Swingline Exposures and (z) the total Available Unused Commitments at such time; provided, that the Revolving Facility Loans, Revolving L/C Exposures, Swingline Exposures and Available Unused Commitment of any Defaulting Lender shall be disregarded in determining Required Revolving Facility Lenders at any time.

“Requirement of Law” shall mean, as to any person, any law, treaty, rule, regulation, statute, order, ordinance, decree, judgment, consent decree, writ, injunction, settlement agreement or governmental requirement enacted, promulgated or imposed or entered into or agreed by any Governmental Authority, in each case applicable to or binding upon such person or any of its property or assets or to which such person or any of its property or assets is subject.

“Responsible Officer” of any person shall mean any executive officer or Financial Officer of such person and any other officer or similar official thereof responsible for the administration of the obligations of such person in respect of this Agreement, or any other duly authorized employee or signatory of such person.

“Reseller” shall have the meaning assigned to such term in Section 4.02(h).

“Restricted Payments” shall have the meaning assigned to such term in Section 6.06. The amount of any Restricted Payment made other than in the form of cash, Permitted Investments or other cash equivalents shall be the fair market value thereof (as determined by the Borrower Representative in good faith).

“Retained Excess Cash Flow Overfunding” shall mean, at any time, in respect of any Excess Cash Flow Period, the amount, if any, by which the portion of the Cumulative Credit attributable to the Retained Percentage of Excess Cash Flow for all Excess Cash Flow Interim Periods used in such Excess Cash Flow Period exceeds the actual Retained Percentage of Excess Cash Flow for such Excess Cash Flow Period.

“Retained Percentage” shall mean, with respect to any Excess Cash Flow Period (or Excess Cash Flow Interim Period), (a) 100% minus (b) the Required Percentage with respect to such Excess Cash Flow Period (or Excess Cash Flow Interim Period).

“Revaluation Date” shall mean (a) with respect to any Alternate Currency Letter of Credit, each of the following: (i) each date of issuance, extension or renewal of an Alternate Currency Letter of Credit, (ii) each date of an amendment of any Alternate Currency Letter of Credit having the effect of increasing the amount thereof, (iii) each date of any payment by an Issuing Bank under any Alternate Currency Letter of Credit, and (iv) such additional dates as the Administrative Agent shall determine or the Required Lenders shall require and (b) with respect to any Alternate Currency Loans, each of the following: (i) each date of a Borrowing of Eurocurrency Revolving Loans denominated in an Alternate Currency, (ii) each date of a continuation of a Eurocurrency Revolving Loan denominated in an Alternate Currency pursuant to Section 2.07, and (iii) such additional dates as the Administrative Agent shall determine or the Majority Lenders under the Revolving Facility shall require.

“Revolving Facility” shall mean the Revolving Facility Commitments of any Class and the extensions of credit made hereunder by the Revolving Facility Lenders of such Class and, for purposes of Section 9.08(b), shall refer to all such Revolving Facility Commitments as a single Class.

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“Revolving Facility Borrowing” shall mean a Borrowing comprised of Revolving Facility Loans of the same Class.

“Revolving Facility Commitment” shall mean, with respect to each Revolving Facility Lender, the commitment of such Revolving Facility Lender to make Revolving Facility Loans pursuant to Section 2.01(b), expressed as an amount representing the maximum aggregate permitted amount of such Revolving Facility Lender’s Revolving Facility Credit Exposure hereunder, as such commitment may be (a) reduced from time to time pursuant to Section 2.08, (b) reduced or increased from time to time pursuant to assignments by or to such Lender under Section 9.04, and (c) increased (or replaced) as provided under Section 2.21. The initial amount of each Lender’s Revolving Facility Commitment is set forth on Schedule 2.01, or in the Assignment and Acceptance or Incremental Assumption Agreement pursuant to which such Lender shall have assumed its Revolving Facility Commitment (or Incremental Revolving Facility Commitment), as applicable. The aggregate amount of the Lenders’ Revolving Facility Commitments on the Closing Date is $50,000,000. On the Closing Date, there is only one Class of Revolving Facility Commitments. After the Closing Date, additional Classes of Revolving Facility Commitments may be added or created pursuant to Incremental Assumption Agreements.

“Revolving Facility Credit Exposure” shall mean, at any time with respect to any Class of Revolving Facility Commitments, the sum of (a) the aggregate principal amount of the Revolving Facility Loans of such Class outstanding at such time (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof), (b) the Swingline Exposure applicable to such Class at such time and (c) the Revolving L/C Exposure applicable to such Class at such time (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof) minus, for the purpose of Sections 6.11 and 7.03, the amount of Letters of Credit that have been Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount at such time. The Revolving Facility Credit Exposure of any Revolving Facility Lender at any time shall be the product of (x) such Revolving Facility Lender’s Revolving Facility Percentage of the applicable Class and (y) the aggregate Revolving Facility Credit Exposure of such Class of all Revolving Facility Lenders, collectively, at such time.

“Revolving Facility Lender” shall mean a Lender (including an Incremental Revolving Facility Lender) with a Revolving Facility Commitment or with outstanding Revolving Facility Loans.

“Revolving Facility Loan” shall mean a Loan made by a Revolving Facility Lender pursuant to Section 2.01(b). Unless the context otherwise requires, the term “Revolving Facility Loans” shall include the Other Revolving Loans.

“Revolving Facility Maturity Date” shall mean, as the context may require, (a) with respect to the Revolving Facility in effect on the Closing Date, February 2, 2020 and (b) with respect to any other Classes of Revolving Facility Commitments, the maturity dates specified therefor in the applicable Incremental Assumption Agreement.

“Revolving Facility Percentage” shall mean, with respect to any Revolving Facility Lender of any Class, the percentage of the total Revolving Facility Commitments of such Class represented by such Lender’s Revolving Facility Commitment of such Class. If the Revolving Facility Commitments of such Class have terminated or expired, the Revolving Facility Percentages of such Class shall be determined based upon the Revolving Facility Commitments of such Class most recently in effect, giving effect to any assignments pursuant to Section 9.04.

“Revolving L/C Exposure” of any Class shall mean at any time the sum of (a) the aggregate undrawn amount of all Letters of Credit applicable to such Class outstanding at such time (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof) and (b) the aggregate principal amount of all L/C Disbursements applicable to such Class that have not yet been reimbursed at

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such time (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). The Revolving L/C Exposure of any Class of any Revolving Facility Lender at any time shall mean its applicable Revolving Facility Percentage of the aggregate Revolving L/C Exposure applicable to such Class at such time. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the International Standard Practices, International Chamber of Commerce No. 590, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at such time; provided, that with respect to any Letter of Credit that, by its terms or the terms of any 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 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.

“RPA” shall have the meaning assigned to such term in the definition of “AR Facility”.

“S&P” shall mean Standard & Poor’s Ratings Group, Inc.

“Sale and Lease-Back Transaction” shall have the meaning assigned to such term in Section 6.03.

“SEC” shall mean the Securities and Exchange Commission or any successor thereto.

“Secured Cash Management Agreement” shall mean any Cash Management Agreement that is entered into by and between any Loan Party and any Cash Management Bank, or any Guarantee by any Loan Party of any Cash Management Agreement entered into by and between any Subsidiary and any Cash Management Bank, in each case to the extent that such Cash Management Agreement or such Guarantee, as applicable, is not otherwise designated in writing by the Borrower Representative and such Cash Management Bank to the Administrative Agent to not be included as a Secured Cash Management Agreement.

“Secured Hedge Agreement” shall mean any Hedging Agreement that is entered into by and between any Loan Party and any Hedge Bank, or any Guarantee by any Loan Party of any Hedging Agreement entered into by and between any Subsidiary and any Hedge Bank, in each case to the extent that such Hedging Agreement or such Guarantee, as applicable, is not otherwise designated in writing by the Borrower Representative and such Hedge Bank to the Administrative Agent to not be included as a Secured Hedge Agreement. Notwithstanding the foregoing, for all purposes of the Loan Documents, any Guarantee of, or grant of any Lien to secure, any obligations in respect of a Secured Hedge Agreement by a Guarantor shall not include any Excluded Swap Obligations.

“Secured Parties” shall mean, collectively, the Administrative Agent, the Collateral Agent, each Lender, each Issuing Bank, each Hedge Bank that is party to any Secured Hedge Agreement, each Cash Management Bank that is party to any Secured Cash Management Agreement and each sub-agent appointed pursuant to Section 8.02 by the Administrative Agent with respect to matters relating to the Loan Documents or by the Collateral Agent with respect to matters relating to any Security Document.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Securitization Assets” shall mean any of the following assets (or interests therein) from time to time originated, acquired or otherwise owned by Holdings or any Subsidiary or in which Holdings or any Subsidiary has any rights or interests, in each case, without regard to where such assets or interests are located: (a) Receivables Assets, (b) royalty and other similar payments made related to the use of trade

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names and other intellectual property, business support, training and other services, (c) revenues related to distribution and merchandising of the products of Holdings and its Subsidiaries, (d) intellectual property rights relating to the generation of any of the foregoing types of assets, (e) parcels of or interests in real property, together with all easements, hereditaments and appurtenances thereto, all improvements and appurtenant fixtures and equipment, incidental to the ownership, lease or operation thereof, and (f) any other assets and property to the extent customarily included in securitization transactions of the relevant type in the applicable jurisdictions (as determined by the Borrower Representative in good faith). In addition, Securitization Assets shall include all assets which would constitute “Related Security” under the definition thereof in the AR Facility as in effect on the date hereof.

“Security Documents” shall mean the Mortgages, the Collateral Agreement, the IP Security Agreements (as defined in the Collateral Agreement), and each of the security agreements, pledge agreements and other instruments and documents executed and delivered pursuant to any of the foregoing or pursuant to Section 5.10.

“Senior Unsecured Note Documents” shall mean the Senior Unsecured Notes Indenture and the Senior Unsecured Notes, as each such document may be amended, restated, supplemented or otherwise modified from time to time.

“Senior Unsecured Notes” shall mean the 10.25% Senior Notes due 2023 issued by Holdings on the date hereof and any notes issued by Holdings in exchange for, and as contemplated by, the Senior Unsecured Notes with substantially identical terms as the Senior Unsecured Notes.

“Senior Unsecured Notes Indenture” shall mean the indenture, dated as of the date hereof, with Aegis Merger Sub, Inc., to be merged with and into Presidio Holdings Inc., as issuer, the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, relating to the Senior Unsecured Notes, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“Similar Business” shall mean any business, the majority of whose revenues are derived from (i) business or activities conducted by Holdings and its Subsidiaries on the Closing Date, (ii) any business that is a natural outgrowth or reasonable extension, development or expansion of any such business or any business similar, reasonably related, incidental, complementary or ancillary to any of the foregoing or (iii) any business that in the Borrower Representative’s good faith business judgment constitutes a reasonable diversification of businesses conducted by Holdings and its Subsidiaries.

“Special Flood Hazard Area” shall have the meaning assigned to such term in Section 5.02(c).

“Special Purpose Securitization Subsidiary” shall mean (i) a direct or indirect Subsidiary of Holdings, Intermediate Holdings or either Borrower (other than, for the avoidance of doubt, any Borrower (unless such entity has been designated as no longer being a Borrower in accordance with Section 9.24)) established in connection with a Permitted Securitization Financing for the acquisition of Securitization Assets or interests therein, and which is organized in a manner (as determined by the Borrower Representative in good faith) intended to reduce the likelihood that it would be substantively consolidated with Holdings, Intermediate Holdings, either Borrower or any of the Subsidiaries (other than Special Purpose Securitization Subsidiaries) in the event Holdings, Intermediate Holdings, either Borrower or any such Subsidiary becomes subject to a proceeding under the U.S. Bankruptcy Code (or other insolvency law) and (ii) any subsidiary of a Special Purpose Securitization Subsidiary (other than, for the avoidance of doubt, any Borrower). For the avoidance of doubt, as of the date hereof, Presidio Capital Funding LLC is a Special Purpose Securitization Subsidiary.

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“Specified Assets” shall have the meaning assigned to such term in Section 6.01(kk).

“Specified Facility” shall have the meaning assigned to such term in Section 6.01(kk).

“Specified Intercreditor Agreement” shall have the meaning assigned to such term in Section 6.01(kk).

“Spot Rate” shall mean, with respect to any currency, the rate determined by the Administrative Agent 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 another currency through its principal foreign exchange trading office at approximately 11:00 a.m., Local Time on the date three Business Days prior to the date as of which the foreign exchange computation is made or if such rate cannot be computed as of such date such other date as the Administrative Agent shall reasonably determine is appropriate under the circumstances; provided, that the Administrative Agent may obtain such spot rate from another financial institution designated by the Administrative Agent if the person acting in such capacity does not have as of the date of determination a spot buying rate for any such currency.

“Standby Letters of Credit” shall have the meaning assigned to such term in Section 2.05(a).

“Statutory Reserves” shall mean the aggregate of the maximum reserve percentages (including any marginal, special, emergency or supplemental reserves) expressed as a decimal established by the Board and any other banking authority, domestic or foreign, to which the Administrative Agent or any Lender (including any branch, Affiliate or other fronting office making or holding a Loan) is subject for Eurocurrency Liabilities (as defined in Regulation D of the Board). Eurodollar Loans shall be deemed to constitute Eurocurrency Liabilities (as defined in Regulation D of the Board) and to be subject to such reserve requirements without benefit of or credit for proration, exemptions or offsets that may be available from time to time to any Lender under such Regulation D. Statutory Reserves shall be adjusted automatically on and as of the effective date of any change in any reserve percentage.

“Subagent” shall have the meaning assigned to such term in Section 8.02.

“Subordinated Unsecured Note Documents” shall mean the Subordinated Unsecured Notes Indenture and the Subordinated Unsecured Notes, as each such document may be amended, restated, supplemented or otherwise modified from time to time.

“Subordinated Unsecured Notes” shall mean the 10.25% Senior Subordinated Notes due 2023 issued by Holdings on the date hereof and any notes issued by Holdings in exchange for, and as contemplated by, the Subordinated Unsecured Notes with substantially identical terms as the Subordinated Unsecured Notes.

“Subordinated Unsecured Notes Indenture” shall mean the indenture, dated as of the date hereof, with Aegis Merger Sub, Inc., to be merged with and into Presidio Holdings Inc., as issuer, the subsidiary guarantors party thereto from time to time and Wilmington Trust, National Association, as trustee, relating to the Subordinated Unsecured Notes, as such document may be amended, restated, supplemented or otherwise modified from time to time.

“subsidiary” shall mean, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

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“Subsidiary” shall mean, unless the context otherwise requires, a subsidiary of Holdings. Notwithstanding the foregoing (and except for purposes of the definition of “Unrestricted Subsidiary” contained herein) an Unrestricted Subsidiary shall be deemed not to be a Subsidiary of Holdings or any of its Subsidiaries for purposes of this Agreement.

“Subsidiary Loan Party” shall mean each Wholly Owned Domestic Subsidiary of Holdings that is not an Excluded Subsidiary.

“Subsidiary Redesignation” shall have the meaning provided in the definition of “Unrestricted Subsidiary” contained in this Section 1.01.

“Successor Borrower” shall have the meaning assigned to such term in Section 6.05(n).

“Swap Obligation” shall mean, with respect to any Guarantor, 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.

“Swingline Borrowing” shall mean a Borrowing comprised of Swingline Loans.

“Swingline Borrowing Request” shall mean a request by the Borrower Representative substantially in the form of Exhibit D-2 or such other form as shall be approved by the Swingline Lender.

“Swingline Commitment” shall mean, with respect to each Swingline Lender, the commitment of such Swingline Lender to make Swingline Loans pursuant to Section 2.04. The aggregate amount of the Swingline Commitments on the Closing Date is $25,000,000. The Swingline Commitment is part of, and not in addition to, the Revolving Facility Commitments.

“Swingline Exposure” shall mean at any time the aggregate principal amount of all outstanding Swingline Borrowings at such time (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof). The Swingline Exposure of any Revolving Facility Lender at any time shall mean its applicable Revolving Facility Percentage of the aggregate Swingline Exposure at such time.

“Swingline Lender” shall mean (a) PNC Bank, National Association and (b) each Revolving Facility Lender that shall have become a Swingline Lender hereunder as provided in Section 2.04(e), each in its capacity as a lender of Swingline Loans hereunder.

“Swingline Loans” shall mean the swingline loans made to the Borrower Representative pursuant to Section 2.04.

“Swingline Note” shall have the meaning assigned to such term in Section 2.04(b).

“Syndication Agent” shall mean Barclays Bank PLC.

“Target Refinancing” shall mean the repayment in full in cash of the Closing Date Refinanced Indebtedness and the termination and release of all guarantees and security interests in respect thereof.

“Taxes” shall mean any and all present or future taxes, duties, levies, imposts, assessments, deductions, withholdings or other similar charges imposed by any Governmental Authority, whether computed on a separate, consolidated, unitary, combined or other basis and any interest, fines, penalties or additions to tax with respect to the foregoing.

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“Term B Borrowing” shall mean any Borrowing comprised of Term B Loans.

“Term B Facility” shall mean the Term B Loan Commitments and the Term B Loans made hereunder.

“Term B Facility Maturity Date” shall mean February 2, 2022.

“Term B Loan Commitment” shall mean, with respect to each Lender, the commitment of such Lender to make Term B Loans hereunder. The amount of each Lender’s Term B Loan Commitment as of the Closing Date is set forth on Schedule 2.01. The aggregate amount of the Term B Loan Commitments as of the Closing Date is $600,000,000.

“Term B Loan Installment Date” shall have the meaning assigned to such term in Section 2.10(a)(i).

“Term B Loans” shall mean (a) the term loans made by the Lenders to the Borrowers pursuant to Section 2.01(a), and (b) any Incremental Term Loans in the form of Term B Loans made by the Incremental Term Lenders to the Borrowers pursuant to Section 2.01(c).

“Term Borrowing” shall mean any Term B Borrowing or any Incremental Term Borrowing.

“Term Facility” shall mean the Term B Facility and/or any or all of the Incremental Term Facilities.

“Term Facility Commitment” means the commitment of a Lender to make Term Loans, including Term B Loans and/or Other Term Loans.

“Term Facility Lender” shall mean a Lender (including an Incremental Term Facility Lender) with a Term Facility Commitment or with outstanding Term Loans.

“Term Facility Maturity Date” shall mean, as the context may require, (a) with respect to the Term B Facility in effect on the Closing Date, the Term B Facility Maturity Date and (b) with respect to any other Class of Term Loans, the maturity dates specified therefor in the applicable Incremental Assumption Agreement.

“Term Loan Installment Date” shall mean any Term B Loan Installment Date or any Incremental Term Loan Installment Date.

“Term Loans” shall mean the Term B Loans and/or the Incremental Term Loans.

“Term Yield Differential” shall have the meaning assigned to such term in Section 2.21(b)(vii).

“Termination Date” shall mean the date on which (a) all Commitments shall have been terminated, (b) the principal of and interest on each Loan, all Fees and all other expenses or amounts payable under any Loan Document shall have been paid in full (other than in respect of contingent indemnification and expense reimbursement claims not yet asserted) and (c) all Letters of Credit (other than those that have been Cash Collateralized) have been cancelled or have expired and all amounts drawn or paid thereunder have been reimbursed in full.

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“Testing Condition” shall be satisfied at any time if as of such time (i) the aggregate principal amount of outstanding Revolving Facility Loans, Letters of Credit (excluding the aggregate face amount of Letters of Credit that are Cash Collateralized) and Swingline Loans at such time (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof) exceeds (ii) an amount equal to 30% of the aggregate amount of the Revolving Facility Commitments at such time.

“Test Period” shall mean, on any date of determination, the period of four consecutive fiscal quarters of Holdings then most recently ended (taken as one accounting period) for which financial statements have been (or were required to be) delivered pursuant to Section 5.04(a) or 5.04(b); provided that prior to the first date financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), the Test Period in effect shall be the four fiscal quarter period ending December 31, 2014.

“Third Party Funds” shall mean any accounts or funds, or any portion thereof, received by Holdings or any of its Subsidiaries as agent on behalf of third parties in accordance with a written agreement that imposes a duty upon Holdings or one or more of its Subsidiaries to collect and remit those funds to such third parties.

“Trade Letters of Credit” shall have the meaning assigned to such term in Section 2.05(a).

“Transaction Documents” shall mean the Merger Agreement, the Loan Documents, the Senior Unsecured Note Documents and the Subordinated Unsecured Note Documents.

“Transaction Expenses” shall mean any fees or expenses incurred or paid by Holdings, Intermediate Holdings, either Borrower or any of its Subsidiaries or any of their Affiliates in connection with the Transactions, this Agreement and the other Loan Documents, the Merger Agreement, the Senior Unsecured Note Documents, the Subordinated Unsecured Note Documents, and the transactions contemplated hereby and thereby.

“Transactions” shall mean, collectively, the transactions to occur pursuant to the Transaction Documents, including (a) the consummation of the Merger; (b) the execution, delivery and performance of the Loan Documents, the creation of the Liens pursuant to the Security Documents, and the initial borrowings hereunder; (c) the Equity Financing; (d) the execution, delivery and performance of the Senior Unsecured Note Documents and the borrowings thereunder; (e) the execution, delivery and performance of the Subordinated Unsecured Note Documents and the borrowings thereunder; (f) the repayment in full of, and the termination of all obligations and commitments under, the Existing Credit Agreement; and (g) the payment of all fees and expenses to be paid and owing in connection with the foregoing.

“Type” shall mean, when used in respect of any Loan or Borrowing, the Rate by reference to which interest on such Loan or on the Loans comprising such Borrowing is determined. For purposes hereof, the term “Rate” shall include the Adjusted LIBO Rate and the ABR.

“Uniform Commercial Code” or “UCC” shall mean 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.

“Unreimbursed Amount” shall have the meaning assigned to such term in Section 2.05(e).

“Unrestricted Cash” shall mean cash or cash equivalents of Holdings or any of its Subsidiaries that would not be required to appear as “restricted” on a consolidated balance sheet of Holdings or any of its Subsidiaries.

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“Unrestricted Subsidiary” shall mean (1) any Subsidiary of Holdings identified on Schedule 1.01(D), and (2) any other Subsidiary of Holdings, whether now owned or acquired or created after the Closing Date, that is designated by the Borrower Representative as an Unrestricted Subsidiary hereunder by written notice to the Administrative Agent; provided, that the Borrower Representative shall only be permitted to so designate a new Unrestricted Subsidiary after the Closing Date so long as (a) no Default or Event of Default has occurred and is continuing or would result therefrom, (b) immediately after giving effect to such designation, Holdings shall be in Pro Forma Compliance with the Financial Covenant as of the last day of the then most recently ended Test Period (regardless of whether or not the Testing Condition is satisfied), (c) such Unrestricted Subsidiary shall be capitalized (to the extent capitalized by Holdings or any of its Subsidiaries) through Investments as permitted by, and in compliance with, Section 6.04, and any prior or concurrent Investments in such Subsidiary by Holdings or any of its Subsidiaries shall be deemed to have been made under Section 6.04, and (d) without duplication of clause (c), any net assets owned by such Unrestricted Subsidiary at the time of the initial designation thereof shall be treated as Investments pursuant to Section 6.04. The Borrower Representative may designate any Unrestricted Subsidiary to be a 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) immediately after giving effect to such Subsidiary Redesignation, Holdings shall be in Pro Forma Compliance with the Financial Covenant as of the last day of the then most recently ended Test Period (regardless of whether or not the Testing Condition is satisfied), (iii) such Subsidiary Redesignation shall constitute the incurrence by such Subsidiary of all Indebtedness and Liens of such Unrestricted Subsidiary at such time and (iv) the Borrower Representative shall have delivered to the Administrative Agent an officer’s certificate executed by a Responsible Officer of the Borrower Representative, certifying to the best of such officer’s knowledge, compliance with the requirements of preceding clauses (i) through (iii); provided, that in no event shall any Borrower be an Unrestricted Subsidiary (unless such entity has been designated as no longer being a Borrower in accordance with Section 9.24).

“Unsecured Notes Offering Memorandum” shall mean the Offering Memorandum, dated January 30, 2015 in respect of the Senior Unsecured Notes and the Subordinated Unsecured Notes.

“U.S. Bankruptcy Code” shall mean Title 11 of the United States Code, as amended, or any similar federal or state law for the relief of debtors.

“U.S. Lender” shall mean any Lender other than a Foreign Lender.

“USA PATRIOT Act” shall mean the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Title III of Pub. L. No. 107 56 (signed into law October 26, 2001)).

“Voting Stock” shall mean, with respect to any person, such person’s Equity Interests having the right to vote for the election of directors of such person under ordinary circumstances.

“Weighted Average Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) 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 (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness.

“Wholly Owned Domestic Subsidiary” shall mean a Wholly Owned Subsidiary that is also a Domestic Subsidiary.

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“Wholly Owned Subsidiary” of any person shall mean a subsidiary of such person, all of the Equity Interests of which (other than directors’ qualifying shares or nominee or other similar shares required pursuant to applicable law) are owned by such person or another Wholly Owned Subsidiary of such person. Unless the context otherwise requires, “Wholly Owned Subsidiary” shall mean a Subsidiary of Holdings that is a Wholly Owned Subsidiary of Holdings.

“Withdrawal Liability” shall mean liability to a Multiemployer Plan as a result of a complete or partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.

“Working Capital” shall mean, with respect to Holdings and the Subsidiaries on a consolidated basis at any date of determination, Current Assets at such date of determination minus Current Liabilities at such date of determination; provided, that, for purposes of calculating Excess Cash Flow, increases or decreases in Working Capital shall be calculated without regard to any changes in Current Assets or Current Liabilities as a result of (a) any reclassification in accordance with GAAP of assets or liabilities, as applicable, between current and noncurrent or (b) the effects of purchase accounting.

“Working Cash Agreement” shall have the meaning assigned to such term in Section 2.04(d).

Section 1.02 Terms Generally. The definitions set forth or referred to in Section 1.01 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles, Sections, Exhibits and Schedules shall be deemed references to Articles and Sections of, and Exhibits and Schedules to, this Agreement unless the context shall otherwise require. Except as otherwise expressly provided herein, any reference in this Agreement to any Loan Document shall mean such document as amended, restated, supplemented or otherwise modified from time to time. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided, that, if the Borrower Representative notifies the Administrative Agent that the Borrower Representative requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower Representative that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith; provided, further, that, notwithstanding the foregoing, any amount that would constitute Indebtedness hereunder but for the discounting, write down or write off thereof in accordance with GAAP shall nonetheless constitute Indebtedness hereunder (except, for the avoidance of doubt, to the extent such discounting, write down or write off is the result of an event which results in the obligor no longer being liable for such Indebtedness so discounted, written down or written off). Notwithstanding any changes in GAAP after the Closing Date, any lease of Holdings or the Subsidiaries, or of a special purpose or other entity not consolidated with Holdings and its Subsidiaries at the time of its incurrence of such lease, that would be characterized as an operating lease under GAAP in effect on the Closing Date (whether such lease is entered into before or after the Closing Date) shall not constitute Indebtedness or a Capitalized Lease Obligation of Holdings or any Subsidiary under this Agreement or any other Loan Document as a result of such changes in GAAP.

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Section 1.03 Effectuation of Transactions. Each of the representations and warranties contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context otherwise requires.

Section 1.04 Exchange Rates; Currency Equivalents. (a) The Administrative Agent shall determine the Spot Rate as of each Revaluation Date to be used for calculating Dollar Equivalent amounts of Alternate Currency Letters of Credit and Alternate Currency Loans. Such Spot Rate shall become effective as of such Revaluation Date and shall be the Spot Rate employed in converting any amounts between Dollars and each Alternate Currency 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 determined by the Administrative Agent in accordance with this Agreement. No Default or Event of Default shall arise as a result of any limitation or threshold set forth in Dollars in Article VI or clause (f) or (j) of Section 7.01 being exceeded solely as a result of changes in currency exchange rates from those rates applicable on the first day of the fiscal quarter in which such determination occurs or in respect of which such determination is being made.

(b) Wherever in this Agreement in connection with a Borrowing, conversion, continuation or prepayment of a Eurocurrency 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 Loan or Letter of Credit is denominated in an Alternate Currency, such amount shall be the Alternate Currency Equivalent of such Dollar amount (rounded to the nearest unit of such Alternate Currency, with 0.5 of a unit being rounded upward), as determined by the Administrative Agent or the Issuing Bank, as applicable.

Section 1.05 Additional Alternate Currencies for Loans.

(a) The Borrower Representative may from time to time request that Eurocurrency Revolving Loans be made in a currency other than Dollars; provided that such requested currency is a lawful currency (other than Dollars) that is readily available and freely transferable and convertible into Dollars. Such request shall be subject to the approval of the Administrative Agent and each Revolving Facility Lender.

(b) Any such request shall be made to the Administrative Agent not later than 11:00 a.m., 20 Business Days prior to the date of the desired Credit Event (or such other time or date as may be agreed by the Administrative Agent, in its sole discretion). The Administrative Agent shall promptly notify each Revolving Facility Lender thereof. Each Revolving Facility Lender shall notify the Administrative Agent, not later than 11:00 a.m., 10 Business Days after receipt of such request whether it consents, in its sole discretion, to the making of Eurocurrency Revolving Loans in such requested currency.

(c) Any failure by a Revolving Facility Lender to respond to such request within the time period specified in the preceding sentence shall be deemed to be a refusal by such Revolving Facility Lender to permit Eurocurrency Revolving Loans to be made in such requested currency. If the Administrative Agent and all the Revolving Facility Lenders consent to making Eurocurrency Revolving Loans in such requested currency, the Administrative Agent shall so notify the Borrower Representative and such currency shall thereupon be deemed for all purposes to be an Alternate Currency hereunder for purposes of any Borrowings of Eurocurrency Revolving Loans. If the Administrative Agent shall fail to obtain consent to any request for an additional currency under this Section 1.05, the Administrative Agent shall promptly so notify the Borrower Representative.

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Section 1.06 Change of Currency.

(a) Each obligation of the Borrowers to make a payment denominated in the national currency unit of any member state of the European Union that adopts the Euro as its lawful currency after the date hereof shall be redenominated into Euro at the time of such adoption (in accordance with the EMU Legislation). If, in relation to the currency of any such member state, the basis of accrual of interest expressed in this Agreement in respect of that currency shall be inconsistent with any convention or practice in the London interbank market for the basis of accrual of interest in respect of the Euro, such expressed basis shall be replaced by such convention or practice with effect from the date on which such member state adopts the Euro as its lawful currency; provided that if any Borrowing in the currency of such member state is outstanding immediately prior to such date, such replacement shall take effect, with respect to such Borrowing, at the end of the then current Interest Period.

(b) Each provision of this Agreement shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect the adoption of the Euro by any member state of the European Union and any relevant market conventions or practices relating to the Euro.

(c) Each provision of this Agreement also shall be subject to such reasonable changes of construction as the Administrative Agent may from time to time specify to be appropriate to reflect a change in currency of any other country and any relevant market conventions or practices relating to the change in currency.

Section 1.07 Timing of Payment or Performance. Except as otherwise expressly provided herein, 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 or performance shall extend to the immediately succeeding Business Day.

Section 1.08 Times of Day. Unless otherwise specified herein, all references herein to times of day shall be references to New York City time (daylight or standard, as applicable).

ARTICLE II

The Credits

Section 2.01 Commitments. Subject to the terms and conditions set forth herein:

(a) each Lender agrees to make Term B Loans in Dollars to the Company on the Closing Date in an aggregate principal amount not to exceed its Term B Loan Commitment; provided that the full amount of the Term B Loan Commitment shall be drawn in a single drawing on the Closing Date, and

(b) each Lender agrees to make Revolving Facility Loans of a Class in Dollars or in any Alternate Currency to the Borrowers from time to time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Facility Credit Exposure of such Class exceeding such Lender’s Revolving Facility Commitment of such Class or (ii) the Revolving Facility Credit Exposure of such Class exceeding the total Revolving Facility Commitments of such Class. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Revolving Facility Loans, and

(c) each Lender having an Incremental Term Loan Commitment agrees, subject to the terms and conditions set forth in the applicable Incremental Assumption Agreement to make Incremental Term Loans to the Borrower specified in the applicable Incremental Assumption Agreement, in an aggregate principal amount not to exceed its Incremental Term Loan Commitment.

(d) Amounts of Term B Loans borrowed under Section 2.01(a) or Section 2.01(c) that are repaid or prepaid may not be reborrowed.

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Section 2.02 Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans under the same Facility and of the same Type made by the Lenders ratably in accordance with their respective Commitments under the applicable Facility (or, in the case of Swingline Loans, in accordance with their respective Swingline Commitments); provided, however, that Revolving Facility Loans of any Class shall be made by the Revolving Facility Lenders of such Class ratably in accordance with their respective Revolving Facility Percentages on the date such Loans are made hereunder. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided, that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Loans as required.

(b) Subject to Section 2.14, each Borrowing (other than a Swingline Borrowing) shall be comprised entirely of ABR Loans or Eurocurrency Loans as the Borrower Representative may request in accordance herewith. Each Swingline Borrowing shall be (i) if in Dollars, an ABR Borrowing, except as otherwise provided in Section 2.04(d) with respect to Swingline Borrowings under a Working Cash Agreement and (ii) if in an Alternate Currency, a Eurocurrency Borrowing. Each Lender at its option may make any ABR Loan or Eurocurrency Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided, that any exercise of such option shall not affect the obligations of the Borrowers to repay such Loan in accordance with the terms of this Agreement and such Lender shall not be entitled to any amounts payable under Section 2.15 or 2.17 solely in respect of increased costs resulting from such exercise and existing at the time of such exercise.

(c) At the commencement of each Interest Period for any Eurocurrency Revolving Facility Borrowing, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. At the time that each ABR Revolving Facility Borrowing is made, such Borrowing shall be in an aggregate amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum; provided, that an ABR Revolving Facility Borrowing may be in an aggregate amount that is equal to the entire unused available balance of the Revolving Facility Commitments or that is required to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e). Each Swingline Borrowing shall be in an amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum. Borrowings of more than one Type may be outstanding at the same time; provided, however, that the Borrower Representative shall not be entitled to request any Borrowing that, if made, would result in more than eight (8) Eurocurrency Borrowings outstanding under the Facilities at any time. Borrowings having different Interest Periods, regardless of whether they commence on the same date, shall be considered separate Borrowings.

(d) Notwithstanding any other provision of this Agreement, the Borrower Representative shall not be entitled to request, or to elect to convert or continue, any Borrowing of any Class if the Interest Period requested with respect thereto would end after the Revolving Facility Maturity Date or the Term Facility Maturity Date for such Class, as applicable.

Section 2.03 Requests for Borrowings. To request a Revolving Facility Borrowing and/or a Term Borrowing, the Borrower Representative shall notify the Administrative Agent of such request by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m. Local Time, on the Business Day of the proposed Borrowing; provided, that, (i) to request a Eurodollar or ABR Borrowing on the Closing Date, such Borrower shall notify the Administrative Agent of such request by telephone not later than 5:00 p.m., Local Time, one Business Day prior to the Closing Date (or such later time as the Administrative Agent may agree) and (ii) any such notice of an ABR

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Revolving Facility Borrowing to finance the reimbursement of an L/C Disbursement as contemplated by Section 2.05(e) may be given not later than 12:00 noon, Local Time, on the date of the proposed Borrowing. Each such telephonic Borrowing Request shall be irrevocable (other than in the case of any notice given in respect of the Closing Date, which may be conditioned upon the consummation of the Merger) and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Borrowing Request signed by such Borrower. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02:

(i) whether such Borrowing is to be a Borrowing of Term B Loans, Revolving Facility Loans, Refinancing Term Loans, Other Term Loans, Other Revolving Loans or Replacement Revolving Loans as applicable;

(ii) the aggregate amount of the requested Borrowing;

(iii) the date of such Borrowing, which shall be a Business Day;

(iv) whether such Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing;

(v) in the case of a Eurocurrency Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”;

(vi) in the case of a Eurocurrency Revolving Facility Borrowing, the currency in which such Borrowing is to be denominated (which shall be Dollars or an Alternate Currency);

(vii) the location and number of the Borrower’s account to which funds are to be disbursed; and

(viii) the name of such Borrower; provided that any Borrowing request submitted with respect to Term B Loans to be made on the Closing Date shall specify the Company as the Borrower thereof.

If no election as to the currency of any Revolving Facility Borrowing is made, or if no Alternate Currency has then been approved with respect to the Revolving Facility in accordance with Section 1.05, then the requested Borrowing shall be made in Dollars. If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurocurrency Borrowing, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s duration. Promptly following receipt of a Borrowing Request in accordance with this Section 2.03, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested Borrowing.

Section 2.04 Swingline Loans. (a) Subject to the terms and conditions set forth herein, the Swingline Lender agrees to make Swingline Loans to the Borrowers from time to time during the Availability Period, in an aggregate principal amount at any time outstanding that will not result in (i) the aggregate principal amount of outstanding Swingline Loans (calculated, in the case of Alternate Currency Loans, based on the Dollar Equivalent thereof) exceeding the Swingline Commitment or (ii) the Revolving Facility Credit Exposure of the applicable Class exceeding the total Revolving Facility Commitments of such Class; provided, that the Swingline Lender shall not be required to make a Swingline Loan to refinance an outstanding Swingline Borrowing. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrowers may borrow, prepay and reborrow Swingline Loans. The interest rate for a Swingline Loan in Dollars shall be ABR plus the Applicable Margin for Revolving Loans that are ABR Loans or, if a Working Cash Agreement is in effect, at the LIBOR based rate plus the Applicable Margin for

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Revolving Loans that are Eurocurrency Loans determined in accordance with such Working Cash Agreement. The interest rate for a Swingline Loan in an Alternate Currency shall be a LIBOR based rate plus the Applicable Margin for Revolving Loans that are Eurocurrency Loans.

(b) To request a Swingline Borrowing, the Borrower Representative shall notify the Administrative Agent and the Swingline Lender of such request by telephone (confirmed by a Swingline Borrowing Request by electronic means), not later than 2:00 p.m., Local Time, on the day of a proposed Swingline Borrowing. Each such notice and Swingline Borrowing Request shall be irrevocable and shall specify (i) the requested date of such Swingline Borrowing (which shall be a Business Day) and (ii) the amount of the requested Swingline Borrowing. The Swingline Lender may consult with the Administrative Agent as to whether the making of the Swingline Loan is in accordance with the terms of this Agreement prior to the Swingline Lender funding such Swingline Loan. The Swingline Lender shall make each Swingline Loan on the proposed date thereof by wire transfer of immediately available funds by 4:00 p.m., Local Time, to the account of the applicable Borrower (or, in the case of a Swingline Borrowing made to finance the reimbursement of an L/C Disbursement as provided in Section 2.05(e), by remittance to the applicable Issuing Bank). The obligation of the Borrowers to repay the Swingline Loan shall be evidenced by a promissory note of the Borrowers dated the Closing Date, payable to the order of the Swingline Lender and substantially in the form of Exhibit L (as amended, supplemented or otherwise modified from time to time, the “Swingline Note”).

(c) The Swingline Lender may by written notice given to the Administrative Agent not later than 10:00 a.m., Local Time, on any Business Day require the Revolving Facility Lenders of the applicable Class to acquire participations on such Business Day in all or a portion of the outstanding Swingline Loans made by it. Such notice shall specify the aggregate amount of such Swingline Loans in which the Revolving Facility Lenders will participate. Promptly upon receipt of such notice, the Administrative Agent will give notice thereof to each such Lender, specifying in such notice such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans plus accrued interest thereon. Each Revolving Facility Lender hereby absolutely and unconditionally agrees that, upon receipt of notice as provided above, to pay to the Administrative Agent for the account of the Swingline Lender, such Revolving Facility Lender’s applicable Revolving Facility Percentage of such Swingline Loan or Loans plus accrued interest thereon. Each Revolving Facility Lender further acknowledges and agrees that its respective obligation to acquire participations in Swingline Loans pursuant to this paragraph is absolute and unconditional and shall not be affected by any circumstance whatsoever, including the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments, and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever. Each Revolving Facility Lender shall comply with its obligation under this paragraph by wire transfer of immediately available funds, in the same manner as provided in Section 2.06 with respect to Loans made by such Revolving Facility Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Lenders pursuant to this paragraph), and the Administrative Agent shall promptly pay to the Swingline Lender the amounts so received by it from the Revolving Facility Lenders. The Administrative Agent shall notify the Borrower Representative of any participations in any Swingline Loan acquired pursuant to this paragraph (c), and thereafter payments in respect of such Swingline Loan shall be made to the Administrative Agent and not to the Swingline Lender. Any amounts received by the Swingline Lender from the Borrowers (or other party on behalf of the Borrowers) in respect of a Swingline Loan after receipt by the Swingline Lender of the proceeds of a sale of participations therein shall be promptly remitted to the Administrative Agent; any such amounts received by the Administrative Agent shall be promptly remitted by the Administrative Agent to the Revolving Facility Lenders that shall have made their payments pursuant to this paragraph and to the Swingline Lender, as their interests may appear; provided, that any such payment so remitted shall be repaid to the Swingline Lender or to the Administrative Agent, as applicable, if and to the extent such payment is required to be refunded to the Borrowers for any reason. The purchase of participations in a Swingline Loan pursuant to this paragraph shall not constitute a Loan and shall not relieve the Borrowers of any default in the payment thereof.

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(d) In addition to making Swingline Loans pursuant to the foregoing provisions of this Section 2.04, without the requirement for a specific request from the Borrowers pursuant to subsection 2.04(b), the Swingline Lender may make Swingline Loans to the Borrowers in accordance with the provisions of any agreements between one or more of the Borrowers and the Swingline Lender relating to the Borrowers’ (or the Borrower Representative’s) deposit, sweep and other accounts at the Swingline Lender and related arrangements and agreements regarding the management and investment of the Borrowers’ (or the Borrower Representative’s) cash assets that are satisfactory to the Administrative Agent and Swingline Lender (the “Working Cash Agreements”) to the extent of the daily aggregate net negative balance in the Borrowers’ (or the Borrower Representative’s) accounts which are subject to the provisions of the Working Cash Agreements. Swingline Loans made pursuant to this subsection 2.04(d) in accordance with the provisions of the Working Cash Agreements shall (i) be subject to the limitations as to aggregate amount set forth in subsection 2.04(a), (ii) not be subject to the limitations as to individual amount set forth in subsection 2.02(c), (iii) be payable by the Borrowers, both as to principal and interest, at the times set forth in the Working Cash Agreements (but in no event later than the Revolving Facility Maturity Date), (iv) [reserved], (v) if not repaid by the Borrowers in accordance with the provisions of the Working Cash Agreements, be subject to each Revolving Facility Lender’s obligation to purchase participating interests therein pursuant to subsection 2.04(c), and (vi) except as provided in the foregoing subsections (i) through (v), be subject to all of the terms and conditions of this Section 2.04. Swingline Loans made under a Working Cash Agreement shall only be made in Dollars.

(e) The Borrowers may, at any time and from time to time, designate as additional Swingline Lenders one or more Revolving Facility Lenders that agree to serve in such capacity as provided below. The acceptance by a Revolving Facility Lender of an appointment as a Swingline Lender hereunder shall be evidenced by an agreement, which shall be in form and substance reasonably satisfactory to the Administrative Agent and the Borrowers, executed by the Borrowers, the Administrative Agent and such designated Swingline Lender, and, from and after the effective date of such agreement, (i) such Revolving Facility Lender shall have all the rights and obligations of a Swingline Lender under this Agreement and (ii) references herein to the term “Swingline Lender” shall be deemed to include such Revolving Facility Lender in its capacity as a lender of Swingline Loans hereunder.

Section 2.05 Letters of Credit. (a) General. Subject to the terms and conditions set forth herein, the Borrower Representative may request the issuance of one or more letters of credit or bank guarantees in Dollars or in an Alternate Currency in the form of (x) other than with respect to Letters of Credit to be issued by the Administrative Agent in its capacity as Issuing Bank, trade letters of credit in support of trade obligations of the Borrowers and its Subsidiaries incurred in the ordinary course of business (such letters of credit issued for such purposes, “Trade Letters of Credit”) and (y) standby letters of credit or bank guarantees issued for any other lawful purposes of the Borrowers and its Subsidiaries (such letters of credit or bank guarantees issued for such purposes, “Standby Letters of Credit”; each such letter of credit or bank guarantee, issued hereunder, a “Letter of Credit” and collectively, the “Letters of Credit”) for its own account or for the account of any Subsidiary in a form reasonably acceptable to the applicable Issuing Bank, at any time and from time to time during the applicable Availability Period and prior to the date that is five Business Days prior to the applicable Revolving Facility Maturity Date. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions of any form of letter of credit application or other agreement submitted by the Borrowers to, or entered into by the Borrowers with, an Issuing Bank relating to any Letter of Credit, the terms and conditions of this Agreement shall control. Notwithstanding anything to the contrary, PNC Bank, National Association shall not be required to issue a bank guarantee.

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(b) Notice of Issuance, Amendment, Renewal, Extension: Certain Conditions. To request the issuance of a Letter of Credit (or the amendment, renewal (other than an automatic extension in accordance with paragraph (c) of this Section) or extension of an outstanding Letter of Credit), the Borrower Representative shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so have been approved by the applicable Issuing Bank) to the applicable Issuing Bank and the Administrative Agent (at least three Business Days in advance of the requested date of issuance, amendment or extension or such shorter period as the Administrative Agent and the Issuing Bank in their sole discretion may agree) a notice requesting the issuance of a Letter of Credit, or identifying the Letter of Credit to be amended or extended, and specifying the date of issuance, amendment or extension (which shall be a Business Day), the date on which such Letter of Credit is to expire (which shall comply with paragraph (c) of this Section), the amount and currency (which may be Dollars or any Alternate Currency) of such Letter of Credit, the name and address of the beneficiary thereof, whether such Letter of Credit constitutes a Standby Letter of Credit or a Trade Letter of Credit and such other information as shall be necessary to issue, amend or extend such Letter of Credit. If requested by the applicable Issuing Bank, the Borrower Representative also shall submit a letter of credit application on such Issuing Bank’s standard form in connection with any request for a Letter of Credit. A Letter of Credit shall be issued, amended or extended only if (and upon issuance, amendment or extension of each Letter of Credit, the Borrower Representative shall be deemed to represent and warrant that), after giving effect to such issuance, amendment or extension, (i) the Revolving Facility Credit Exposure shall not exceed the applicable Revolving Facility Commitments and (ii) the aggregate Revolving L/C Exposure does not exceed the L/C Sublimit. For the avoidance of doubt, no Issuing Bank shall be obligated to issue an Alternate Currency Letter of Credit.

(c) Expiration Date. Each Letter of Credit shall expire at or prior to the close of business on the earlier of (i) the date one year (unless otherwise agreed upon by the Borrower Representative and the Issuing Bank in their sole discretion) after the date of the issuance of such Letter of Credit (or, in the case of any extension thereof, one year (unless otherwise agreed upon by the Borrower Representative and the Issuing Bank in their sole discretion) after such renewal or extension) and (ii) the date that is five Business Days prior to the applicable Revolving Facility Maturity Date; provided, that any Letter of Credit with a one year tenor may provide for automatic renewal or extension thereof for additional one year periods (which, in no event, shall extend beyond the date referred to in clause (ii) of this paragraph (c)) so long as such Letter of Credit permits the Issuing Bank 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 within a time period during such twelve-month period to be agreed upon at the time such Letter of Credit is issued; provided, further, that if the Issuing Bank consents in its sole discretion, the expiration date on any Letter of Credit may extend beyond the date referred to in clause (ii) above, provided, that if any such Letter of Credit is outstanding or is issued under the Revolving Facility Commitments of any Class after the date that is five Business Days prior to the Revolving Facility Maturity Date for such Class the Borrowers shall provide Cash Collateral pursuant to documentation reasonably satisfactory to the Collateral Agent and the relevant Issuing Bank in an amount equal to the face amount of each such Letter of Credit on or prior to the date that is five Business Days prior to such Revolving Facility Maturity Date or, if later, such date of issuance.

(d) Participations. By the issuance of a Letter of Credit (or an amendment to a Letter of Credit increasing the amount thereof) under the Revolving Facility Commitments of any Class and without any further action on the part of the applicable Issuing Bank or the Revolving Facility Lenders, such Issuing Bank hereby grants to each Revolving Facility Lender under such Class, and each such Revolving Facility Lender hereby acquires from such Issuing Bank, a participation in such Letter of Credit equal to such Revolving Facility Lender’s applicable Revolving Facility Percentage of the aggregate amount available to be drawn under such Letter of Credit (calculated, in the case of Alternate Currency Letters of Credit, based on the Dollar Equivalent thereof). In consideration and in furtherance of the

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foregoing, each Revolving Facility Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of the applicable Issuing Bank, in Dollars, such Revolving Facility Lender’s applicable Revolving Facility Percentage of each L/C Disbursement made by such Issuing Bank and not reimbursed by the Borrowers on the date due as provided in paragraph (e) of this Section, or of any reimbursement payment required to be refunded to the Borrowers for any reason (calculated, in the case of any Alternate Currency Letter of Credit, based on the Dollar Equivalent thereof). Each Revolving Facility Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and continuance of a Default or Event of Default or reduction or termination of the Commitments or the fact that, as a result of changes in currency exchange rates or otherwise, such Revolving Facility Lender’s Revolving Facility Credit Exposure at any time might exceed its Revolving Facility Commitment at such time (in which case Section 2.11(f) would apply), and that each such payment shall be made without any offset, abatement, withholding or reduction whatsoever.

(e) Reimbursement. If the applicable Issuing Bank shall make any L/C Disbursement in respect of a Letter of Credit, the Borrowers shall reimburse such L/C Disbursement by paying to the Administrative Agent an amount in Dollars equal to such L/C Disbursement (or, in the case of an Alternate Currency Letter of Credit, the Dollar Equivalent thereof) not later than 2:00 p.m., Local Time, on the first Business Day after the Borrower Representative receive notice under paragraph (g) of this Section of such L/C Disbursement (or the second Business Day, if such notice is received after 12:00 noon, Local Time), together with accrued interest thereon from the date of such L/C Disbursement at the rate applicable to ABR Revolving Facility Loans of the applicable Class; provided, that the Borrower Representative may, subject to the conditions to borrowing set forth herein, request in accordance with Section 2.03 or 2.04 that such payment be financed with an ABR Revolving Facility Borrowing or a Swingline Borrowing of the applicable Class, as applicable, in an equivalent amount and, to the extent so financed, the Borrowers’ obligations to make such payment shall be discharged and replaced by the resulting ABR Revolving Facility Borrowing or Swingline Borrowing. If the Borrowers fail to reimburse any L/C Disbursement when due, then the Administrative Agent shall promptly notify the applicable Issuing Bank and each other applicable Revolving Facility Lender of the applicable L/C Disbursement, the payment then due from the Borrowers in respect thereof (the “Unreimbursed Amount”) and, in the case of a Revolving Facility Lender, such Lender’s Revolving Facility Percentage thereof. Promptly following receipt of such notice, each Revolving Facility Lender with a Revolving Facility Commitment of the applicable Class shall pay to the Administrative Agent in Dollars its Revolving Facility Percentage of the Unreimbursed Amount in the same manner as provided in Section 2.06 with respect to Loans made by such Lender (and Section 2.06 shall apply, mutatis mutandis, to the payment obligations of the Revolving Facility Lenders), and the Administrative Agent shall promptly pay to the applicable Issuing Bank the amounts so received by it from the Revolving Facility Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrowers pursuant to this paragraph, the Administrative Agent shall distribute such payment to the applicable Issuing Bank or, to the extent that Revolving Facility Lenders have made payments pursuant to this paragraph to reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their interests may appear. Any payment made by a Revolving Facility Lender pursuant to this paragraph to reimburse an Issuing Bank for any L/C Disbursement (other than the funding of an ABR Revolving Loan or a Swingline Borrowing as contemplated above) shall not constitute a Loan and shall not relieve the Borrowers of their obligations to reimburse such L/C Disbursement.

(f) Obligations Absolute. The obligations of the Borrowers to reimburse L/C Disbursements as provided in paragraph (e) of this Section, and each Revolving Facility Lender’s participation obligation as provided in paragraph (d) of this Section, shall be absolute, unconditional and irrevocable, and shall be performed strictly in accordance with the terms of this Agreement under any and all circumstances whatsoever and irrespective of (i) any lack of validity or enforceability of any Letter of

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Credit or this Agreement, or any term or provision therein, (ii) any draft or other document presented under a Letter of Credit proving to be forged, fraudulent or invalid in any respect or any statement therein being untrue or inaccurate in any respect, (iii) payment by the applicable Issuing Bank under a Letter of Credit against presentation of a draft or other document that does not comply with the terms of such Letter of Credit or (iv) any other event or circumstance whatsoever, whether or not similar to any of the foregoing, that might, but for the provisions of this Section, constitute a legal or equitable discharge of, or provide a right of setoff against, the Borrowers’ obligations hereunder. Neither the Administrative Agent, the Lenders nor any Issuing Bank, nor any of their Related Parties, shall have any liability or responsibility by reason of or in connection with the issuance or transfer of any Letter of Credit or any payment or failure to make any payment thereunder (irrespective of any of the circumstances referred to in the preceding sentence), or any error, omission, interruption, loss or delay in transmission or delivery of any draft, notice or other communication under or relating to any Letter of Credit (including any document required to make a drawing thereunder), any error in interpretation of technical terms or any consequence arising from causes beyond the control of such Issuing Bank, or any of the circumstances referred to in clauses (i), (ii) or (iii) of the first sentence; provided, that the foregoing shall not be construed to excuse the applicable Issuing Bank from liability to the Borrowers to the extent of any direct damages (as opposed to consequential damages, claims in respect of which are hereby waived by the Borrowers to the extent permitted by applicable law) suffered by the Borrowers that are determined by final and binding decision of a court of competent jurisdiction to have been caused by such Issuing Bank’s failure to exercise care when determining whether drafts and other documents presented under a Letter of Credit comply with the terms thereof. The parties hereto expressly agree that, in the absence of gross negligence or willful misconduct on the part of the applicable Issuing Bank (in each case as determined by a final and binding non-appealable decision of a court of competent jurisdiction), such Issuing Bank shall be deemed to have exercised care in each such determination. In furtherance of the foregoing and without limiting the generality thereof, the parties agree that, with respect to documents presented that appear on their face to be in substantial compliance with the terms of a Letter of Credit, the applicable Issuing Bank may, in its sole discretion, either accept and make payment upon such documents 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.

(g) Disbursement Procedures. The applicable Issuing Bank shall, promptly following its receipt thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Such Issuing Bank shall promptly notify the Administrative Agent and the Borrower Representative by telephone (confirmed by electronic means) of any such demand for payment under a Letter of Credit and whether such Issuing Bank has made or will make an L/C Disbursement thereunder; provided, that any failure to give or delay in giving such notice shall not relieve the Borrowers of their obligation to reimburse such Issuing Bank and the Revolving Facility Lenders with respect to any such L/C Disbursement.

(h) Interim Interest. If an Issuing Bank shall make any L/C Disbursement, then, unless the Borrowers shall reimburse such L/C Disbursement in full on the date such L/C Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such L/C Disbursement is made to but excluding the date that the Borrowers reimburse such L/C Disbursement, at the rate per annum then applicable to ABR Revolving Loans of the applicable Class; provided, that, if such L/C Disbursement is not reimbursed by the Borrowers when due pursuant to paragraph (e) of this Section, then Section 2.13(c) shall apply. Interest accrued pursuant to this paragraph shall be for the account of the applicable Issuing Bank, except that interest accrued on and after the date of payment by any Revolving Facility Lender pursuant to paragraph (e) of this Section to reimburse such Issuing Bank shall be for the account of such Revolving Facility Lender to the extent of such payment.

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(i) Replacement of an Issuing Bank. An Issuing Bank may be replaced at any time by written agreement among the Borrowers, the Administrative Agent, the replaced Issuing Bank and the successor Issuing Bank. The Administrative Agent shall notify the Lenders of any such replacement of an Issuing Bank. At the time any such replacement shall become effective, the Borrowers shall pay all unpaid fees accrued for the account of the replaced Issuing Bank pursuant to Section 2.12. From and after the effective date of any such replacement, (i) the successor Issuing Bank shall have all the rights and obligations of the replaced Issuing Bank under this Agreement with respect to Letters of Credit to be issued thereafter and (ii) references herein to the term “Issuing Bank” shall be deemed to refer to such successor or to any previous Issuing Bank, or to such successor and all previous Issuing Banks, as the context shall require. After the replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain a party hereto and shall continue to have all the rights and obligations of such Issuing Bank under this Agreement with respect to Letters of Credit issued by it prior to such replacement but shall not be required to issue additional Letters of Credit.

(j) Cash Collateralization Following Certain Events. If and when the Borrowers are required to Cash Collateralize any Revolving L/C Exposure relating to any outstanding Letters of Credit pursuant to any of Section 2.05(c), 2.11(e), 2.11(f), 2.22(a)(v) or 7.01, the applicable Borrower shall deposit (or cause to be deposited) in an account with or at the direction of the Collateral Agent, in the name of the Collateral Agent and for the benefit of the Lenders, an amount in cash in Dollars equal to the Minimum L/C Collateral Amount as of such date (or, in the case of Sections 2.05(c), 2.11(e), 2.11(f) and 2.22(a)(v), the portion thereof required by such sections). Each deposit of Cash Collateral (x) made pursuant to this paragraph or (y) made by the Administrative Agent pursuant to Section 2.22(a)(ii), in each case, shall be held by the Collateral Agent as collateral for the payment and performance of the obligations of the Borrowers under this Agreement. The Collateral Agent shall have exclusive dominion and control, including the exclusive right of withdrawal, over such account. Other than any interest earned on the investment of such deposits, which investments shall be made at the option and sole discretion of (i) for so long as an Event of Default shall be continuing, the Collateral Agent and (ii) at any other time, the Borrowers, in each case, in Permitted Investments and at the risk and expense of the Borrowers, such deposits shall not bear interest. Interest or profits, if any, on such investments shall accumulate in such account. Moneys in such account shall be applied by the Collateral Agent to reimburse each Issuing Bank for L/C Disbursements for which such Issuing Bank has not been reimbursed and, to the extent not so applied, shall be held for the satisfaction of the reimbursement obligations of the Borrowers for the Revolving L/C Exposure at such time or, if the maturity of the Loans has been accelerated (but subject to the consent of Lenders with Revolving L/C Exposure representing greater than 50% of the total Revolving L/C Exposure), be applied to satisfy other obligations of the Borrowers under this Agreement. If the Borrowers are required to provide an amount of Cash Collateral hereunder as a result of the occurrence of an Event of Default or the existence of a Defaulting Lender or the occurrence of a limit under Section 2.11(e) or (f) being exceeded, such amount (to the extent not applied as aforesaid) shall be returned to the Borrowers within three Business Days after all Events of Default have been cured or waived or the termination of the Defaulting Lender status or the limits under Sections 2.11(e) and (f) no longer being exceeded, as applicable.

(k) Cash Collateralization Following Termination of the Revolving Facility. Notwithstanding anything to the contrary herein, in the event of the prepayment in full of all outstanding Revolving Facility Loans and the termination of all Revolving Facility Commitments in connection with which the Borrower Representative notifies any one or more Issuing Banks that it intends to maintain one or more Letters of Credit initially issued under this Agreement in effect after the date of such Facility Termination Event (each, a “Continuing Letter of Credit”), then the security interest of the Collateral Agent in the Collateral under the Security Documents may be terminated in accordance with Section 9.18 if each such Continuing Letter of Credit is Cash Collateralized in an amount equal to the Minimum L/C Collateral Amount, which shall be deposited with or at the direction of each such Issuing Bank.

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(l) Additional Issuing Banks. From time to time, the Borrower Representative may by notice to the Administrative Agent designate any Lender (in addition to the initial Issuing Bank) each of which agrees (in its sole discretion) to act in such capacity and is reasonably satisfactory to the Administrative Agent as an Issuing Bank. Each such additional Issuing Bank shall execute a written agreement among the Borrowers, the Administrative Agent, and the additional Issuing Bank, upon the approval of the Administrative Agent (which approval shall not be unreasonably withheld) and shall thereafter be an Issuing Bank hereunder for all purposes.

(m) Reporting. Unless otherwise requested by the Administrative Agent, each Issuing Bank shall (i) provide to the Administrative Agent copies of any notice received from the Borrower Representative pursuant to Section 2.05(b) no later than the next Business Day after receipt thereof and (ii) report in writing to the Administrative Agent (A) on or prior to each Business Day on which such Issuing Bank expects to issue, amend or extend any Letter of Credit, the date of such issuance, amendment or extension, and the aggregate face amount of the Letters of Credit to be issued, amended or extended by it and outstanding after giving effect to such issuance, amendment or extension occurred (and whether the amount thereof changed), and the Issuing Bank shall be permitted to issue, amend or extend such Letter of Credit if the Administrative Agent shall not have advised the Issuing Bank that such issuance, amendment or extension would not be in conformity with the requirements of this Agreement, (B) on each Business Day on which such Issuing Bank makes any L/C Disbursement, the date of such L/C Disbursement and the amount of such L/C Disbursement and (C) on any other Business Day, such other information with respect to the outstanding Letters of Credit issued by such Issuing Bank as the Administrative Agent shall reasonably request.

Section 2.06 Funding of Borrowings. (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by (i) 12:00 noon, Local Time, in the case of Loans denominated in Dollars or (ii) 8:00 A.M., Local Time, in the case of Alternate Currency Loans, to the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders; provided, that Swingline Loans shall be made as provided in Section 2.04. The Administrative Agent will make such Loans available to the applicable Borrower by promptly crediting the amounts so received, in like funds, to an account of the applicable Borrower as specified in the applicable Borrowing Request; provided, that ABR Revolving Loans and Swingline Borrowings made to finance the reimbursement of a L/C Disbursement and reimbursements as provided in Section 2.05(e) shall be remitted by the Administrative Agent to the applicable Issuing Bank.

(b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing 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 clause (a) of this Section and may, in reliance upon such assumption, make available to the applicable Borrower a corresponding amount. In such event, if a Lender has not in fact made its share of the Borrowing available to the Administrative Agent, then the applicable Lender and the applicable Borrower severally agree to pay to the Administrative Agent forthwith on demand (without duplication) such corresponding amount with interest thereon, for each day from and including the date such amount is made available to the applicable Borrower to but excluding the date of payment to the Administrative Agent, at (i) in the case of a payment to be made by such Lender, the greater of (A) the Federal Funds Effective Rate and (B) a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation or (ii) in the case of a payment to be made by the applicable Borrower, the interest rate applicable to ABR Loans at such time. If such 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 such Borrower the amount of such interest paid by such Borrower for such period. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in such Borrowing. Any payment by such Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall have failed to make such payment to the Administrative Agent.

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(c) The foregoing notwithstanding, the Administrative Agent, in its sole discretion, may from its own funds make a Revolving Facility Loan on behalf of the Lenders (including by means of Swingline Loans to the applicable Borrowers). In such event, the applicable Lenders on behalf of whom the Administrative Agent made the Revolving Facility Loan shall reimburse the Administrative Agent for all or any portion of such Revolving Facility Loan made on its behalf upon written notice given to each applicable Lender not later than 2:00 p.m., Local Time, on the Business Day such reimbursement is requested. The entire amount of interest attributable to such Revolving Facility Loan for the period from and including the date on which such Revolving Facility Loan was made on such Lender’s behalf to but excluding the date the Administrative Agent is reimbursed in respect of such Revolving Facility Loan by such Lender shall be paid to the Administrative Agent for its own account.

Section 2.07 Interest Elections. (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurocurrency Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the applicable Borrower (or the Borrower Representative on behalf thereof) may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurocurrency Borrowing, may elect Interest Periods therefor, all as provided in this Section. The applicable Borrower (or the Borrower Representative on behalf thereof) may elect different options with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a separate Borrowing.

(b) To make an election pursuant to this Section, the applicable Borrower (or the Borrower Representative on behalf thereof) shall notify the Administrative Agent of such election by telephone, by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each such telephonic Interest Election Request shall be irrevocable and shall be confirmed promptly by hand delivery or electronic means to the Administrative Agent of a written Interest Election Request signed by the applicable Borrower (or the Borrower Representative on behalf thereof).

(c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.03:

(i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing);

(ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day;

(iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurocurrency Borrowing; and

(iv) if the resulting Borrowing is a Eurocurrency Borrowing, the Interest Period to be applicable thereto after giving effect to such election, which shall be a period contemplated by the definition of the term “Interest Period.”

If any such Interest Election Request requests a Eurocurrency Borrowing but does not specify an Interest Period, then the applicable Borrower shall be deemed to have selected an Interest Period of one month’s

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duration. If less than all the outstanding principal amount of any Borrowing shall be converted or continued, then each resulting Borrowing shall be in an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum and satisfy the limitations specified in Section 2.02(c) regarding the maximum number of Borrowings of the relevant Type.

(d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender to which such Interest Election Request relates of the details thereof and of such Lender’s portion of each resulting Borrowing.

(e) If the applicable Borrower fails to deliver a timely Interest Election Request with respect to a Eurocurrency Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding any contrary provision hereof, if an Event of Default has occurred and is continuing and the Administrative Agent, at the written request (including a request through electronic means) of the Required Lenders, so notifies the Borrower Representative, then, so long as an Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurocurrency Borrowing and (ii) unless repaid, each Eurocurrency Borrowing shall be converted to an ABR Borrowing at the end of the Interest Period applicable thereto.

Section 2.08 Termination and Reduction of Commitments. (a) Unless previously terminated, the Revolving Facility Commitments of each Class shall terminate on the applicable Revolving Facility Maturity Date for such Class. On the Closing Date (after giving effect to the funding of the Term B Loans to be made on such date), the Term B Loan Commitments of each Lender as of the Closing Date will terminate.

(b) The Borrowers may at any time terminate, or from time to time reduce, the Revolving Facility Commitments of any Class; provided, that (i) each reduction of the Revolving Facility Commitments of any Class shall be in an amount that is an integral multiple of $1,000,000 and not less than $5,000,000 (or, if less, the remaining amount of the Revolving Facility Commitments of such Class) and (ii) the Borrowers shall not terminate or reduce the Revolving Facility Commitments of any Class if, after giving effect to any concurrent prepayment of the Revolving Facility Loans in accordance with Section 2.11 and any Cash Collateralization of Letters of Credit in accordance with Section 2.05(j) or (k), the Revolving Facility Credit Exposure of such Class (excluding any Cash Collateralized Letter of Credit) would exceed the total Revolving Facility Commitments of such Class.

(c) The Borrower Representative shall notify the Administrative Agent of any election to terminate or reduce the Revolving Facility Commitments of any Class under paragraph (b) of this Section 2.08 at least three Business Days prior to the effective date of such termination or reduction (or such shorter period acceptable to the Administrative Agent), specifying such election and the effective date thereof. Promptly following receipt of any notice, the Administrative Agent shall advise the applicable Lenders of the contents thereof. Each notice delivered by the Borrower Representative pursuant to this Section 2.08 shall be irrevocable; provided, that a notice of termination or reduction of the Revolving Facility Commitments of any Class delivered by the Borrower Representative may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrower Representative (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments of any Class shall be made ratably among the Lenders in accordance with their respective Commitments of such Class.

Section 2.09 Repayment of Loans. (a) The Borrowers hereby unconditionally promise to pay (i) to the Administrative Agent for the account of each Revolving Facility Lender the then

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unpaid principal amount of each Revolving Facility Loan to the Borrowers on the Revolving Facility Maturity Date applicable to such Revolving Facility Loans, (ii) to the Administrative Agent for the account of each Lender the then unpaid principal amount of each Term Loan of such Lender as provided in Section 2.10 and (iii) to the Swingline Lender the then unpaid principal amount of each Swingline Loan applicable to any Class of Revolving Facility Commitments on the earlier of the Revolving Facility Maturity Date for such Class and (except, so long as a Working Cash Agreement is in effect, for Swingline Loans made under such Working Cash Agreement) the first date after such Swingline Loan is made that is the 15th or last day of a calendar month and is at least five Business Days after such Swingline Loan is made; provided, that on each date that a Revolving Facility Borrowing is made by a Borrower, the Borrowers shall repay all Swingline Loans then outstanding (except, so long as a Working Cash Agreement is in effect, for Swingline Loans made under such Working Cash Agreement).

(b) Any Lender may request that Loans made by it be evidenced by a promissory note (a “Note”). In such event, the Borrowers shall prepare, execute and deliver to such Lender a promissory note payable to such Lender (or, if requested by such Lender, to such Lender and its registered assigns) and in a form approved by the Administrative Agent and reasonably acceptable to the Borrowers. Thereafter, unless otherwise agreed to by the applicable Lender, the Loans evidenced by such promissory note and interest thereon shall at all times (including after assignment pursuant to Section 9.04) be represented by one or more promissory notes in such form payable to the payee named therein (or, if requested by such payee, to such payee and its registered assigns).

Section 2.10 Repayment of Term Loans and Revolving Facility Loans. (a) Subject to the other clauses of this Section 2.10 and to Section 9.08(e),

(i) the Borrowers shall repay Term B Loans incurred on the Closing Date on the last Business Day of each March, June, September and December of each year (commencing on the last day of the first full fiscal quarter of the Borrowers after the Closing Date) and on the applicable Term Facility Maturity Date or, if any such date is not a Business Day, on the next preceding Business Day (each such date being referred to as a “Term B Loan Installment Date”), in an aggregate principal amount of such Term B Loans equal to (A) in the case of quarterly payments due prior to the applicable Term Facility Maturity Date, an amount equal to 0.25% of the aggregate principal amount of such Term B Loans outstanding immediately after the Closing Date, and (B) in the case of such payment due on the applicable Term Facility Maturity Date, an amount equal to the then unpaid principal amount of such Term B Loans outstanding;

(ii) in the event that any Incremental Term Loans are made, the Borrowers shall repay such Incremental Term Loans on the dates and in the amounts set forth in the related Incremental Assumption Agreement (each such date being referred to as an “Incremental Term Loan Installment Date”); and

(iii) to the extent not previously paid, outstanding Term Loans shall be due and payable on the applicable Term Facility Maturity Date.

(b) To the extent not previously paid, outstanding Revolving Facility Loans and Swingline Loans shall be due and payable on the applicable Revolving Facility Maturity Date.

(c) Prepayment of the Loans from:

(i) all Net Proceeds pursuant to Section 2.11(b) and Excess Cash Flow pursuant to Section 2.11(c) shall be allocated to the Class or Classes of Term Loans determined pursuant to Section 2.10(d), with the application thereof to reduce in direct order amounts due on the succeeding Term Loan Installment Dates under such Classes as provided in the remaining

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scheduled amortization payments under such Classes; provided, that any Lender, at its option, may elect to decline any such prepayment of any Term Loan held by it if it shall give written notice to the Administrative Agent thereof by 5:00 p.m. Local Time at least three Business Days prior to the date of such prepayment (any such Lender, a “Declining Lender”) and on the date of any such prepayment, any amounts that would otherwise have been applied to prepay Term Loans owing to Declining Lenders (such amounts, the “Declined Proceeds”) shall instead be retained by the Borrowers and included in the calculation of Cumulative Credit, and

(ii) any optional prepayments of the Term Loans pursuant to Section 2.11(a) shall be applied to the remaining installments of the Term Loans under the applicable Class or Classes as the Borrower Representative may in each case direct and on a pro rata basis to Term Loans outstanding within any Class of Term Loans.

(d) Any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c) shall be applied so that the aggregate amount of such prepayment is allocated among the Term B Loans and the Other Term Loans, if any, pro rata based on the aggregate principal amount of outstanding Term B Loans and Other Term Loans, if any; provided, that, subject to the pro rata application to Loans outstanding within any Class of Term Loans, the Borrowers may allocate such prepayment in their discretion among the Class or Classes of Term Loans as the Borrowers (or the Borrower Representative on behalf thereof) may specify (so long as such allocation complies with Section 2.21(b) or Section 2.21(f), as applicable). Prior to any prepayment of any Loan under any Facility hereunder, the Borrowers (or the Borrower Representative on behalf thereof) shall select the Borrowing or Borrowings under the applicable Facility to be prepaid and shall notify the Administrative Agent by telephone (confirmed by electronic means) of such selection not later than 2:00 p.m., Local Time, (i) in the case of any mandatory prepayment of Term Loans pursuant to Section 2.11(b) or (c), at least three Business Days before the scheduled date of such prepayment, (ii) in the case of an ABR Borrowing (other than mandatory prepayments pursuant to Section 2.11(b) or (c)), at least one Business Day before the scheduled date of such prepayment (or in the case of a Swingline Loan, on the scheduled date of such prepayment) and (iii) in the case of a Eurocurrency Borrowing, at least three Business Days before the scheduled date of such prepayment (or, in each case such shorter period acceptable to the Administrative Agent); provided, that a notice of prepayment may state that such notice is conditioned upon the effectiveness of other credit facilities, indentures or similar agreements or other transactions, in which case such notice may be revoked by the Borrowers (or the Borrower Representative on behalf thereof) (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Each repayment of a Borrowing (x) in the case of the Revolving Facility of any Class, shall be applied to the Revolving Facility Loans included in the repaid Borrowing such that each Revolving Facility Lender receives its ratable share of such repayment (based upon the respective Revolving Facility Credit Exposures of the Revolving Facility Lenders of such Class at the time of such repayment) and (y) in all other cases, shall be applied ratably to the Loans included in the repaid Borrowing. All repayments of Loans shall be accompanied by accrued interest on the amount repaid to the extent required by Section 2.13(d).

Section 2.11 Prepayment of Loans. (a) The Borrowers shall have the right at any time and from time to time to prepay any Loan in whole or in part, without premium or penalty (but subject to Section 2.12(d) and Section 2.16), in an aggregate principal amount that is an integral multiple of the Borrowing Multiple and not less than the Borrowing Minimum or, if less, the amount outstanding, subject to prior notice in accordance with Section 2.10(d).

(b) The Borrowers shall apply all Net Proceeds promptly upon receipt thereof to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10. Notwithstanding the foregoing, the Borrowers may use a portion of such Net Proceeds to prepay or repurchase any Other First Lien Debt secured by Liens on the Collateral that are pari passu with the Liens securing the Term B Loans, in each

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case in an amount not to exceed the product of (x) the amount of such Net Proceeds and (y) a fraction, (A) the numerator of which is the outstanding principal amount of such Other First Lien Debt and (B) the denominator of which is the sum of the outstanding principal amount of such Other First Lien Debt and the outstanding principal amount of all Classes of Term Loans.

(c) Not later than 5 Business Days after the date on which the annual financial statements are, or are required to be, delivered under Section 5.04(a) with respect to each Excess Cash Flow Period, the Borrowers shall calculate Excess Cash Flow for such Excess Cash Flow Period and, if and to the extent the amount of such Excess Cash Flow exceeds $10,000,000 (the “ECF Threshold Amount”), the Borrowers shall apply an amount equal to (i) the Required Percentage of such excess portion of such Excess Cash Flow minus (ii) to the extent not financed using the proceeds of the incurrence of funded term Indebtedness, the sum of (A) the amount of any voluntary payments during such Excess Cash Flow Period (plus, without duplication of any amounts previously deducted under this clause (A), the amount of any voluntary payments after the end of such Excess Cash Flow Period but before the date of prepayment under this clause (c)) of Term Loans (it being understood that the amount of any such payment constituting a below-par Permitted Loan Purchase shall be calculated to equal the amount of cash used and not the principal amount deemed prepaid therewith) and (B) the amount of any permanent voluntary reductions during such Excess Cash Flow Period (plus, without duplication of any amounts previously deducted under this clause (B), the amount of any permanent voluntary reductions after the end of such Excess Cash Flow Period but before the date of prepayment under this clause (c)) of Revolving Facility Commitments to the extent that an equal amount of Revolving Facility Loans was simultaneously repaid, to prepay Term Loans in accordance with clauses (c) and (d) of Section 2.10. Such calculation will be set forth in a certificate signed by a Financial Officer of the Borrower Representative delivered to the Administrative Agent setting forth the amount, if any, of Excess Cash Flow for such fiscal year, the amount of any required prepayment in respect thereof and the calculation thereof in reasonable detail.

(d) Notwithstanding any other provisions of this Section 2.11 to the contrary, (i) to the extent that any Net Proceeds of any Asset Sale by a Foreign Subsidiary or Excess Cash Flow attributable to a Foreign Subsidiary would otherwise be required to be applied pursuant to Section 2.11(b) or Section 2.11(c) but is prohibited, restricted or delayed by applicable local law from being repatriated to the United States of America, the portion of such Net Proceeds or Excess Cash Flow so affected will not be required to be applied to repay Term Loans at the times provided in Section 2.11(b) or Section 2.11(c) 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 of America, and once such repatriation of any of such affected Net Proceeds or Excess Cash Flow is permitted under the applicable local law, such repatriation will be effected and such repatriated Net Proceeds or Excess Cash Flow will be promptly applied (net of additional taxes payable or reserved against as a result thereof as determined in good faith by the Borrower Representative) to the repayment of the Term Loans pursuant to Section 2.11(b) or Section 2.11(c), to the extent provided therein and (ii) to the extent that the Borrower Representative has determined in good faith that repatriation of any or all of such Net Proceeds or Excess Cash Flow that would otherwise be required to be applied pursuant to Section 2.11(b) or Section 2.11(c) would have a material adverse tax cost consequence with respect to such Net Proceeds or Excess Cash Flow, the Net Proceeds or Excess Cash Flow so affected may be retained by the applicable Foreign Subsidiary (the Borrowers hereby agreeing to cause the applicable Subsidiary to promptly use commercially reasonable efforts to take all actions within the reasonable control of the Borrowers that are reasonably required to eliminate such tax effects).

(e) In the event that the aggregate amount of Revolving Facility Credit Exposure of any Class exceeds the total Revolving Facility Commitments of such Class or the aggregate amount of Revolver L/C Exposure exceeds the L/C Sublimit (in each case, other than as a result of changes in currency exchange rates), the Borrowers shall prepay Revolving Facility Borrowings or Swingline Borrowings of such Class (or, if no such Borrowings are outstanding, provide Cash Collateral in respect of outstanding Letters of Credit pursuant to Section 2.05(j)) in an aggregate amount equal to such excess.

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(f) If as a result of changes in currency exchange rates, on any Revaluation Date, the total Revolving Facility Credit Exposure of any Class exceeds the total Revolving Facility Commitments of such Class, the Borrowers shall, at the request of the Administrative Agent, within ten (10) days of such Revaluation Date (A) prepay Revolving Facility Borrowings or Swingline Borrowings or (B) provide Cash Collateral pursuant to Section 2.05(j), in an aggregate amount such that the applicable exposure does not exceed the applicable commitment set forth above.

Section 2.12 Fees. (a) The Borrowers agrees to pay to each Lender (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December in each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a commitment fee (a “Commitment Fee”) on the average daily amount of the applicable Available Unused Commitment of such Lender during the preceding quarter (or other period commencing with the Closing Date or ending with the date on which the last of the Commitments of such Lender shall be terminated) at a rate equal to the Applicable Commitment Fee. All Commitment Fees shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the purpose of calculating any Lender’s Commitment Fee, the outstanding Swingline Loans during the period for which such Lender’s Commitment Fee is calculated shall be deemed to be zero. The Commitment Fee due to each Lender shall commence to accrue on the Closing Date and shall cease to accrue on the date on which the last of the Commitments of such Lender shall be terminated as provided herein.

(b) The Borrowers from time to time agree to pay (i) to each Revolving Facility Lender of each Class (other than any Defaulting Lender), through the Administrative Agent, on the date that is the last Business Day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated as provided herein, a fee in Dollars (an “L/C Participation Fee”) on such Lender’s Revolving Facility Percentage of the daily aggregate Revolving L/C Exposure (excluding the portion thereof attributable to unreimbursed L/C Disbursements) of such Class, during the preceding quarter (or shorter period commencing with the Closing Date or ending with the Revolving Facility Maturity Date or the date on which the Revolving Facility Commitments of such Class shall be terminated) at the rate per annum equal to the Applicable Margin for Eurocurrency Revolving Facility Borrowings of such Class effective for each day in such period, and (ii) to each Issuing Bank, for its own account (x) on the date that is three Business Days after the last day of March, June, September and December of each year and on the date on which the Revolving Facility Commitments of all the Lenders shall be terminated, a fronting fee in respect of each Letter of Credit issued by such Issuing Bank for the period from and including the date of issuance of such Letter of Credit to and including the termination of such Letter of Credit, computed at a rate equal to 1/8 of 1% per annum of the Dollar Equivalent of the daily stated amount of such Letter of Credit), plus (y) in connection with the issuance, amendment or transfer of any such Letter of Credit or any L/C Disbursement thereunder, such Issuing Bank’s customary documentary and processing fees and charges (collectively, “Issuing Bank Fees”). All L/C Participation Fees and Issuing Bank Fees that are payable on a per annum basis shall be computed on the basis of the actual number of days elapsed in a year of 360 days.

(c) The Borrowers agree to pay to the Administrative Agent, for the account of the Administrative Agent, the “Senior Cash Flow Facilities Administration Fee” as set forth in the Fee Letter, as may be amended, restated, supplemented or otherwise modified from time to time, at the times specified therein (the “Administrative Agent Fees”).

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(d) In the event that, on or prior to the date that is twelve months after the Closing Date, the Borrowers shall (x) make a prepayment of the Term B Loans pursuant to Section 2.11(a) with the proceeds of any new or replacement tranche of long term secured term loans that are broadly syndicated to banks and other institutional investors in financings similar to the Term Loans and have an All-in Yield that is less than the All-in Yield of such Term B Loans or, (y) effect any amendment to this Agreement which reduces the All-in Yield of the Term B Loans (other than in the case of each of clauses (x) and (y), in connection with a Qualified IPO, a Change of Control or a transformative acquisition referred to in the last sentence of this paragraph), the Borrowers shall pay to the Administrative Agent, for the ratable account of each of the applicable Term Facility Lenders (including any Non-Consenting Lenders that are Term Facility Lenders replaced in connection with any such amendment in accordance with Section 2.19(c)), (A) in the case of clause (x), a prepayment premium of 1.00% of the aggregate principal amount of the Term Loans so prepaid and (B) in the case of clause (y), a fee equal to 1.00% of the aggregate principal amount of the applicable Term Loans for which the All-In Yield has been reduced pursuant to such amendment (including the aggregate principal amount of Term Loans of Non-Consenting Lenders prepaid in connection therewith). Such amounts shall be due and payable on the date of such prepayment or the effective date of such amendment, as the case may be. For purposes of this Section 2.12(d), a transformative acquisition is any acquisition by Holdings or any Subsidiary that is (i) not permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition or (ii) if permitted by the terms of the Loan Documents immediately prior to the consummation of such acquisition, would not provide Holdings and its Subsidiaries with adequate flexibility under the Loan Documents for the continuation and/or expansion of their combined operations following such consummation, as determined by the Borrower Representative in good faith.

(e) All Fees shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, if and as appropriate, among the Lenders, except that Issuing Bank Fees shall be paid directly to the applicable Issuing Banks. Once paid, none of the Fees shall be refundable under any circumstances.

Section 2.13 Interest. (a) The Loans comprising each ABR Borrowing (including each Swingline Loan other than a Swingline Loan made under a Working Cash Agreement or in an Alternate Currency) shall bear interest at the ABR plus the Applicable Margin. Swingline Loans made under a Working Cash Agreement shall bear interest as provided in Section 2.04(d).

(b) The Loans comprising each Eurocurrency Borrowing shall bear interest at the Adjusted LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin.

(c) Notwithstanding the foregoing, if any principal of or interest on any Loan or any Fees or other amount payable by the Borrowers hereunder is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2.00% plus the rate otherwise applicable to such Loan as provided in the preceding clauses of this Section 2.13 or (ii) in the case of any other overdue amount, 2.00% plus the rate applicable to ABR Loans as provided in clause (a) of this Section; provided, that this clause (c) shall not apply to any Event of Default that has been waived by the Lenders pursuant to Section 9.08.

(d) Accrued interest on each Loan shall be payable in arrears (i) on each Interest Payment Date for such Loan, (ii) in the case of Revolving Facility Loans, upon termination of the applicable Revolving Facility Commitments and (iii) in the case of the Term Loans, on the applicable Term Facility Maturity Date; provided, that (A) interest accrued pursuant to clause (c) of this Section 2.13 shall be payable on demand, (B) in the event of any repayment or prepayment of any Loan (other than a prepayment of a Revolving Facility Loan that is an ABR Loan that is not made in conjunction with a

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permanent commitment reduction or a Swingline Loan made under a Working Cash Agreement), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (C) in the event of any conversion of any Eurocurrency Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.

(e) All interest hereunder shall be computed on the basis of a year of 360 days, except that interest computed by reference to the ABR shall be computed on the basis of a year of 365 days (or 366 days in a leap year), and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable ABR, Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination shall be conclusive absent manifest error.

Section 2.14 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a Eurocurrency Borrowing:

(a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that adequate and reasonable means do not exist for ascertaining the Adjusted LIBO Rate for such Interest Period; or

(b) the Administrative Agent is advised by the Required Lenders that the Adjusted LIBO Rate for such Interest Period will not adequately and fairly reflect the cost to such Lenders of making or maintaining their Loans included in such Borrowing for such Interest Period;

then the Administrative Agent shall give notice thereof to the Borrower Representative and the Lenders by telephone or electronic means as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower Representative and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurocurrency Borrowing shall be ineffective and such Borrowing shall be converted to or continued as on the last day of the Interest Period applicable thereto an ABR Borrowing, and (ii) if any Borrowing Request requests a Eurocurrency Borrowing, such Borrowing shall be made as an ABR Borrowing.

Section 2.15 Increased Costs. (a) If any Change in Law shall:

(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the Adjusted LIBO Rate) or Issuing Bank; or

(ii) subject any Lender to any Tax with respect to any Loan Document (other than (i) Taxes indemnifiable under Section 2.17 or (ii) Excluded Taxes); or

(iii) impose on any Lender or Issuing Bank or the London interbank market any other condition affecting this Agreement or Eurocurrency Loans made by such Lender or any Letter of Credit or participation therein;

and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan) or to increase the cost to such Lender or Issuing Bank of participating in, issuing or maintaining any Letter of Credit or to reduce the amount of any sum received or receivable by such Lender or Issuing Bank hereunder (whether of principal, interest or otherwise), then the Borrowers will pay to such Lender or Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or Issuing Bank, as applicable, for such additional costs incurred or reduction suffered.

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(b) If any Lender or Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or Issuing Bank’s capital or on the capital of such Lender’s or Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters of Credit or Swingline Loans held by, such Lender, or the Letters of Credit issued by such Issuing Bank, to a level below that which such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or such Issuing Bank’s policies and the policies of such Lender’s or such Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrowers shall pay to such Lender or such Issuing Bank, as applicable, such additional amount or amounts as will compensate such Lender or such Issuing Bank or such Lender’s or such Issuing Bank’s holding company for any such reduction suffered.

(c) A certificate of a Lender or an Issuing Bank setting forth the amount or amounts necessary to compensate such Lender or Issuing Bank or its holding company, as applicable, as specified in clause (a) or (b) of this Section shall be delivered to the Borrower Representative and shall be conclusive absent manifest error; provided, that any such certificate claiming amounts described in clause (x) or (y) of the definition of “Change in Law” shall, in addition, state the basis upon which such amount has been calculated and certify that such Lender’s or Issuing Bank’s demand for payment of such costs hereunder, and such method of allocation is not inconsistent with its treatment of other borrowers which, as a credit matter, are similarly situated to the Borrowers and which are subject to similar provisions. The Borrowers shall pay such Lender or Issuing Bank, as applicable, the amount shown as due on any such certificate within 10 days after receipt thereof.

(d) Promptly after any Lender or any Issuing Bank has determined that it will make a request for increased compensation pursuant to this Section 2.15, such Lender or Issuing Bank shall notify the Borrower Representative thereof. Failure or delay on the part of any Lender or Issuing Bank to demand compensation pursuant to this Section 2.15 shall not constitute a waiver of such Lender’s or Issuing Bank’s right to demand such compensation; provided, that the Borrowers shall not be required to compensate a Lender or an Issuing Bank pursuant to this Section 2.15 for any increased costs or reductions incurred more than 180 days prior to the date that such Lender or Issuing Bank, as applicable, notifies the Borrower Representative of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or Issuing Bank’s intention to claim compensation therefor; provided, further, that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then the 180 day period referred to above shall be extended to include the period of retroactive effect thereof.

Section 2.16 Break Funding Payments. In the event of (a) the payment of any principal of any Eurocurrency Loan other than on the last day of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert, continue or prepay any Eurocurrency Loan on the date specified in any notice delivered pursuant hereto or (d) the assignment of any Eurocurrency Loan other than on the last day of the Interest Period applicable thereto as a result of a request by the Borrower Representative pursuant to Section 2.19, then, in any such event, the Borrowers shall compensate each Lender for the loss, cost and expense attributable to such event. In the case of a Eurocurrency Loan, such loss, cost or expense to any Lender shall be deemed to be the amount determined by such Lender (it being understood that the deemed amount shall not exceed the actual amount) to be the excess, if any, of (i) the amount of interest that would have accrued on the principal amount of such Loan had such event not occurred, at the LIBO Rate that would have been applicable to such Loan, for the period from the date of such event to the last day of the then current Interest Period therefor (or, in the case of a failure to borrow, convert or continue a Eurocurrency Loan, for the period that would have been the Interest Period for such Loan), over (ii) the amount of interest that would accrue on such principal amount for such period at the interest rate which such Lender would bid were it to bid, at the commencement of such period,

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for deposits in Dollars of a comparable amount and period from other banks in the Eurocurrency market. A certificate of any Lender setting forth any amount or amounts that such Lender is entitled to receive pursuant to this Section 2.16 shall be delivered to the Borrowers and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount shown as due on any such certificate within 10 days after receipt thereof.

Section 2.17 Taxes. (a) Any and all payments made by or on behalf of a Loan Party under this Agreement or any other Loan Document shall be made free and clear of, and without deduction or withholding for or on account of, any Taxes; provided, that if a Loan Party, the Administrative Agent or any other applicable withholding agent shall be required by applicable Requirement of Law to deduct or withhold any Taxes from such payments, then (i) the applicable withholding agent shall make such deductions or withholdings as are reasonably determined by the applicable withholding agent to be required by any applicable Requirement of Law, (ii) the applicable withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental Authority within the time allowed and in accordance with applicable Requirement of Law, and (iii) to the extent withholding or deduction is required to be made on account of Indemnified Taxes, the sum payable by the Loan Party shall be increased as necessary so that after all required deductions and withholdings have been made (including deductions or withholdings applicable to additional sums payable under this Section 2.17) the Administrative Agent or any Lender, as applicable, receives an amount equal to the sum it would have received had no such deductions or withholdings been made. Whenever any Indemnified Taxes or Other Taxes are payable by a Loan Party, as promptly as possible thereafter, such Loan Party shall send to the Administrative Agent for its own account or for the account of a Lender, as the case may be, a certified copy of an official receipt (or other evidence acceptable to the Administrative Agent or such Lender, acting reasonably) showing payment thereof. Without duplication, after any payment of Taxes by any Loan Party or the Administrative Agent to a Governmental Authority as provided in this Section 2.17, the Borrower Representative shall deliver to the Administrative Agent or the Administrative Agent shall deliver to the Borrower Representative, as the case may be, a copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by applicable Requirements of Law to report such payment or other evidence of such payment reasonably satisfactory to the Borrower Representative or the Administrative Agent, as the case may be.

(b) The Loan Parties shall timely pay to the relevant Governmental Authority in accordance with applicable Requirement of Law, or at the option of the Administrative Agent timely reimburse it for the payment of, any Other Taxes.

(c) The Borrowers shall indemnify and hold harmless the Administrative Agent and each Lender within 15 Business Days after written demand therefor, for the full amount of any Indemnified Taxes imposed on the Administrative Agent or such Lender, as applicable, as the case may be (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section 2.17), and any reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority. A certificate setting forth in reasonable detail the basis and calculation of the amount of such payment or liability delivered to the Borrower Representative (with a copy to the Administrative Agent) by a Lender or by the Administrative Agent (as applicable) on its own behalf or on behalf of a Lender shall be conclusive absent manifest error.

(d) Each Lender shall deliver to the Borrower Representative and the Administrative Agent, at such time or times reasonably requested by the Borrower Representative or the Administrative Agent, such properly completed and executed documentation prescribed by applicable Requirement of Law and such other reasonably requested information as will permit the Borrower Representative or the Administrative Agent, as the case may be, to determine (A) whether or not any payments made hereunder

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or under any other Loan Document are subject to withholding of Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, any such withholding of Taxes in respect of any payments to be made to such Lender by any Loan Party pursuant to any Loan Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. In addition, any Lender, if requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrower Representative or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting requirements.

(e) Without limiting the generality of Section 2.17(d), each Foreign Lender with respect to any Loan made to the Borrowers shall, to the extent it is legally eligible to do so:

(i) deliver to the Borrower Representative and the Administrative Agent, prior to the date on which the first payment to the Foreign Lender is due hereunder, two copies of (A) in the case of a Foreign Lender claiming exemption from U.S. federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest,” United States Internal Revenue Service Form 8BEN or Form W-8BEN-E (or any applicable successor form) (together with a certificate (substantially in the form of Exhibit J hereto, such certificate, the “Non-Bank Tax Certificate”) certifying that such Foreign Lender is not a bank for purposes of Section 881(c) of the Code, is not a “10-percent shareholder” (within the meaning of Section 871(h)(3)(B) of the Code) of the Borrowers and is not a CFC related to the Borrowers (within the meaning of Section 864(d)(4) of the Code), and that the interest payments in question are not effectively connected with the conduct by such Lender of a trade or business within the United States of America), (B) Internal Revenue Service Form W-8BEN or Form W-8BEN-E or Form W-8ECI (or any applicable successor form), in each case properly completed and duly executed by such Foreign Lender claiming complete exemption from, or reduced rate of, U.S. federal withholding tax on payments by the Borrowers under this Agreement, (C) Internal Revenue Service Form W-8IMY (or any applicable successor form) and all necessary attachments (including the forms described in clauses (A) and (B) above, provided that if the Foreign Lender is a partnership, and one or more of the partners is claiming portfolio interest treatment, the Non-Bank Tax Certificate may be provided by such Foreign Lender on behalf of such partners) or (D) any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in United States federal withholding tax duly completed together with such supplementary documentation as may be prescribed by applicable law to permit the Borrowers or the Administrative Agent to determine the withholding or deduction required to be made; and

(ii) deliver to the Borrower Representative and the Administrative Agent two further copies of any such form or certification (or any applicable successor form) on or before the date that any such form or certification expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent form previously delivered by it to the Borrower Representative and the Administrative Agent, and from time to time thereafter if reasonably requested by the Borrower Representative or the Administrative Agent.

Any Foreign Lender that becomes legally ineligible to update any form or certification previously delivered shall promptly notify the Borrower Representative and the Administrative Agent in writing of such Foreign Lender’s inability to do so.

Each person that shall become a Participant pursuant to Section 9.04 or a Lender pursuant to Section 9.04 shall, upon the effectiveness of the related transfer, be required to provide all the forms and statements required pursuant to this Section 2.17(e); provided that a Participant shall furnish all such required forms and statements to the person from which the related participation shall have been purchased.

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In addition, each Agent shall deliver to the Borrower Representative (x)(I) prior to the date on which the first payment by the Borrowers is due hereunder or (II) prior to the first date on or after the date on which such Agent becomes a successor Administrative Agent pursuant to Section 8.09 on which payment by the Borrowers is due hereunder, as applicable, two copies of a properly completed and executed IRS Form W-9 certifying its exemption from U.S. federal backup withholding or such other properly completed and executed documentation prescribed by applicable law certifying its entitlement to an available exemption from applicable U.S. federal withholding taxes in respect of any payments to be made to such Agent by any Loan Party pursuant to any Loan Document including, as applicable, an IRS Form W-8IMY certifying that the Agent is a U.S. branch and intends to be treated as a U.S. person for purposes of withholding under Chapter 3 of the Code pursuant to Section 1.1441-1(b)(2)(iv) of the Treasury Regulations, and (y) on or before the date on which any such previously delivered documentation expires or becomes obsolete or invalid, after the occurrence of any event requiring a change in the most recent documentation previously delivered by it to the Borrower Representative, and from time to time if reasonably requested by the Borrower Representative, two further copies of such documentation.

(f) If any Lender or the Administrative Agent, as applicable, determines, in its sole discretion, that it has received a refund of an Indemnified Tax or Other Tax for which a payment has been made by a Loan Party pursuant to this Agreement or any other Loan Document, which refund in the good faith judgment of such Lender or the Administrative Agent, as the case may be, is attributable to such payment made by such Loan Party, then the Lender or the Administrative Agent, as the case may be, shall reimburse the Loan Party for such amount (net of all reasonable out-of-pocket expenses of such Lender or the Administrative Agent, as the case may be, and without interest other than any interest received thereon from the relevant Governmental Authority with respect to such refund) as the Lender or Administrative Agent, as the case may be, determines in its sole discretion to be the proportion of the refund as will leave it, after such reimbursement, in no better or worse position (taking into account expenses or any Taxes imposed on the refund) than it would have been in if the Indemnified Tax or Other Tax giving rise to such refund had not been imposed in the first instance; provided that the Loan Party, upon the request of the Lender or the Administrative Agent agrees to repay the amount paid over to the Loan Party (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Lender or the Administrative Agent in the event the Lender or the Administrative Agent is required to repay such refund to such Governmental Authority. In such event, such Lender or the Administrative Agent, as the case may be, shall, at the Borrower Representative’s request, provide the Borrower Representative with a copy of any notice of assessment or other evidence of the requirement to repay such refund received from the relevant Governmental Authority (provided that such Lender or the Administrative Agent may delete any information therein that it deems confidential). A Lender or the Administrative Agent shall claim any refund that it determines is available to it, unless it concludes in its sole discretion that it would be adversely affected by making such a claim. No Lender nor the Administrative Agent shall be obliged to make available its tax returns (or any other information relating to its taxes that it deems confidential) to any Loan Party in connection with this clause (f) or any other provision of this Section 2.17.

(g) If the Borrower Representative determines that a reasonable basis exists for contesting an Indemnified Tax for which a Loan Party has paid additional amounts or indemnification payments, each affected Lender or Agent, as the case may be, shall use reasonable efforts to cooperate with the Borrowers as the Borrower Representative may reasonably request in challenging such Tax. The Borrowers shall indemnify and hold each Lender and Agent harmless against any out-of-pocket expenses incurred by such person in connection with any request made by the Borrower Representative pursuant to this Section 2.17(g). Nothing in this Section 2.17(g) shall obligate any Lender or Agent to take any action that such person, in its sole judgment, determines may result in a material detriment to such person.

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(h) Each U.S. Lender shall deliver to the Borrower Representative and the Administrative Agent two Internal Revenue Service Forms W-9 (or substitute or successor form), properly completed and duly executed, certifying that such U.S. Lender is exempt from United States federal backup withholding (i) on or prior to the Closing Date (or on or prior to the date it becomes a party to this Agreement), (ii) on or before the date that such form expires or becomes obsolete or invalid, (iii) after the occurrence of a change in the U.S. Lender’s circumstances requiring a change in the most recent form previously delivered by it to the Borrower Representative and the Administrative Agent, and (iv) from time to time thereafter if reasonably requested by the Borrower Representative or the Administrative Agent.

(i) If a payment made to any Lender or any Agent under this Agreement or any other Loan Document would be subject to U.S. federal withholding tax imposed by FATCA if such Lender or such Agent 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 or such Agent shall deliver to the Borrower Representative and the Administrative Agent at the time or times prescribed by law and at such time or times reasonably requested by the Borrower Representative 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 Representative or the Administrative Agent as may be necessary for the Borrower Representative and the Administrative Agent to comply with their obligations under FATCA, to determine whether such Lender has or has not complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this Section 2.17(i), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.

(j) The agreements in this Section 2.17 shall survive the termination of this Agreement and the payment of the Loans and all other amounts payable under any Loan Document.

For purposes of this Section 2.17, the term “Lender” includes any Issuing Bank and the term “applicable Requirement of Law” includes FATCA.

Section 2.18 Payments Generally; Pro Rata Treatment; Sharing of Set-offs. (a) Unless otherwise specified, the Borrowers shall make each payment required to be made by it hereunder (whether of principal, interest, fees or reimbursement of L/C Disbursements, or of amounts payable under Sections 2.15, 2.16 or 2.17, or otherwise) prior to 2:00 p.m., Local Time, on the date when due, in immediately available funds, without condition or deduction for any defense, recoupment, set-off or counterclaim. Any amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon. All such payments shall be made to the Administrative Agent to the applicable account designated to the Borrower Representative by the Administrative Agent, except payments to be made directly to the applicable Issuing Bank or the Swingline Lender as expressly provided herein and except that payments pursuant to Sections 2.15, 2.16, 2.17 and 9.05 shall be made directly to the persons entitled thereto. The Administrative Agent shall distribute any such payments received by it for the account of any other person to the appropriate recipient promptly following receipt thereof. Except as otherwise expressly provided herein, if any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments made under the Loan Documents shall be made in Dollars (or, in the case of Alternate Currency Loans or Alternate Currency Letters of Credit, except as otherwise expressly set forth in this Agreement, in the applicable Alternate Currency). Any payment required to be made by the Administrative Agent hereunder shall be deemed to have been made by the time required if the Administrative Agent shall, at or before such time, have taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or settlement system used by the Administrative Agent to make such payment.

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(b) Subject to Section 7.02, if at any time insufficient funds are received by and available to the Administrative Agent from the Borrowers to pay fully all amounts of principal, unreimbursed L/C Disbursements, interest and fees then due from the Borrowers hereunder, such funds shall be applied (i) first, towards payment of interest and fees then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due to such parties, (ii) second, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, and (iii) third, towards payment of principal then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of any principal of, or interest on, any of its Term Loans, Revolving Facility Loans or participations in L/C Disbursements or Swingline Loans of a given Class resulting in such Lender receiving payment of a greater proportion of the aggregate amount of its Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class and accrued interest thereon than the proportion received by any other Lender entitled to receive the same proportion of such payment, then the Lender receiving such greater proportion shall purchase participations in the Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class of such other Lenders to the extent necessary so that the benefit of all such payments shall be shared by all such Lenders ratably in accordance with the principal amount of each such Lender’s respective Term Loans, Revolving Facility Loans and participations in L/C Disbursements and Swingline Loans of such Class and accrued interest thereon; provided, that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to the extent of such recovery, without interest, and (ii) the provisions of this clause (c) shall not be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans or participations in L/C Disbursements to any assignee or participant. Each of the Borrowers consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise against the Borrowers rights of set-off and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrowers in the amount of such participation.

(d) Unless the Administrative Agent shall have received notice from the Borrowers (or the Borrower Representative on behalf thereof) prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the applicable Issuing Bank hereunder that the Borrowers will not make such payment, the Administrative Agent may assume that the Borrowers have made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the applicable Issuing Bank, as applicable, the amount due. In such event, if the Borrowers have not in fact made such payment, then each of the Lenders or the applicable Issuing Bank, as applicable, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or Issuing Bank 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 Effective Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation.

(e) If any Lender shall fail to make any payment required to be made by it pursuant to Section 2.04(b), 2.05(d) or (e), 2.06, or 2.18(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid.

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Section 2.19 Mitigation Obligations; Replacement of Lenders. (a) If any Lender requests compensation under Section 2.15, or if the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17 or any event that gives rise to the operation of Section 2.20, then such Lender shall use reasonable efforts to designate a different Lending Office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or Affiliates, if, in the reasonable judgment of such Lender, such designation or assignment (i) would eliminate or reduce amounts payable pursuant to Section 2.15 or 2.17 or mitigate the applicability of Section 2.20, as applicable, in the future and (ii) would not subject such Lender to any material unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender in any material respect. The Borrowers hereby agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment.

(b) If (i) any Lender requests compensation under Section 2.15 or gives notice under Section 2.20, (ii) the Borrowers are required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 2.17, or (iii) any Lender is a Defaulting Lender, then the Borrowers may, at its sole expense and effort, upon notice to such Lender and the Administrative Agent, require any such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained in Section 9.04), all its interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) the Borrowers shall have received the prior written consent of the Administrative Agent (and, if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and each Issuing Bank), to the extent consent would be required under Section 9.04(b) for an assignment of Loans or Commitments, as applicable, which consent, in each case, shall not unreasonably be withheld, (ii) such Lender shall have received payment of an amount equal to the outstanding principal of its Loans and participations in L/C Disbursements and Swingline Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder from the assignee (to the extent of such outstanding principal and accrued interest and fees) or the Borrowers (in the case of all other amounts) and (iii) in the case of any such assignment resulting from a claim for compensation under Section 2.15, payments required to be made pursuant to Section 2.17 or a notice given under Section 2.20, such assignment will result in a reduction in such compensation or payments. Nothing in this Section 2.19 shall be deemed to prejudice any rights that the Borrowers may have against any Lender that is a Defaulting Lender. No action by or consent of the removed Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrowers, Administrative Agent, such removed Lender and the replacement Lender shall otherwise comply with Section 9.04, provided, that if such removed Lender does not comply with Section 9.04 within one Business Day after the Borrowers’ (or that of the Borrower Representative on behalf thereof) request, compliance with Section 9.04 shall not be required to effect such assignment.

(c) If any Lender (such Lender, a “Non-Consenting Lender”) has failed to consent to a proposed amendment, waiver, discharge or termination which pursuant to the terms of Section 9.08 requires the consent of all of the Lenders affected and with respect to which the Required Lenders shall have granted their consent, then the Borrowers shall have the right (unless such Non-Consenting Lender grants such consent) at its sole expense (including with respect to the processing and recordation fee referred to in Section 9.04(b)(ii)(B)) to replace such Non-Consenting Lender by requiring such Non-Consenting Lender to (and any such Non-Consenting Lender agrees that it shall, upon the Borrowers’ request (or that of the Borrower Representative on behalf thereof)) assign its Loans and its Commitments (or, at the Borrowers’ option, the Loans and Commitments under the Facility that is the subject of the proposed amendment,

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waiver, discharge or termination) hereunder to one or more assignees reasonably acceptable to (i) the Administrative Agent (unless such assignee is a Lender, an Affiliate of a Lender or an Approved Fund) and (ii) if in respect of any Revolving Facility Commitment or Revolving Facility Loan, the Swingline Lender and each Issuing Bank; provided, that: (a) all Loan Obligations of the Borrowers owing to such Non-Consenting Lender being replaced shall be paid in full to such Non-Consenting Lender concurrently with such assignment, (b) the replacement Lender shall purchase the foregoing by paying to such Non-Consenting Lender a price equal to the principal amount thereof plus accrued and unpaid interest thereon and the replacement Lender or, at the option of the Borrowers, the Borrowers shall pay any amount required by Section 2.12(d)(y), if applicable, and (c) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver, discharge or termination. No action by or consent of the Non-Consenting Lender shall be necessary in connection with such assignment, which shall be immediately and automatically effective upon payment of such purchase price. In connection with any such assignment the Borrowers, Administrative Agent, such Non-Consenting Lender and the replacement Lender shall otherwise comply with Section 9.04; provided, that if such Non-Consenting Lender does not comply with Section 9.04 within one Business Day after the Borrowers’ (or the Borrower Representative’s on behalf thereof) request, compliance with Section 9.04 shall not be required to effect such assignment.

Section 2.20 Illegality. If any Lender reasonably determines that any Change in Law has made it unlawful, or that any Governmental Authority has asserted after the Closing Date that it is unlawful, for any Lender or its applicable lending office to make or maintain any Eurocurrency Loans, then, on notice thereof by such Lender to the Borrower Representative through the Administrative Agent, any obligations of such Lender to make or continue Eurocurrency Loans or to convert ABR Borrowings to Eurocurrency Borrowings shall be suspended until such Lender notifies the Administrative Agent and the Borrower Representative that the circumstances giving rise to such determination no longer exist. Upon receipt of such notice, the Borrowers shall upon demand from such Lender (with a copy to the Administrative Agent), convert all Eurocurrency Borrowings of such Lender to ABR Borrowings, either on the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Borrowings to such day, or immediately, if such Lender may not lawfully continue to maintain such Loans. Upon any such prepayment or conversion, the Borrowers shall also pay accrued interest on the amount so converted.

Section 2.21 Incremental Commitments. (a) The Borrowers (or the Borrower Representative on behalf thereof) may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed the Incremental Amount available at the time such Incremental Commitments are established from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, each Issuing Bank and the Swingline Lender (which approvals shall not be unreasonably withheld) unless such Incremental Revolving Lender is a Revolving Facility Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective, (iii) in the case of Incremental Revolving Facility Commitments, whether such Incremental Revolving Facility Commitments are to be (x) commitments to make additional Revolving Facility Loans on the same terms as the Initial Revolving Loans or (y) commitments to make revolving loans with pricing terms, final maturity dates, participation in mandatory prepayments or commitment reductions and/or other

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terms different from the Initial Revolving Loans (“Other Revolving Loans”) and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to Term B Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Term B Loans (“Other Term Loans”).

(b) The Borrowers and each Incremental Term Lender and/or Incremental Revolving Facility Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Incremental Term Loan Commitment of such Incremental Term Lender and/or Incremental Revolving Facility Commitment of such Incremental Revolving Facility Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Incremental Term Loans and/or Incremental Revolving Facility Commitments; provided, that:

(i) any commitments to make additional Term B Loans and/or additional Initial Revolving Loans shall have the same terms as the Term B Loans or Initial Revolving Loans, respectively,

(ii) the Other Term Loans incurred pursuant to clause (a) of this Section 2.21 shall be secured equally and ratably with or, at the option of the Borrowers, shall be junior in right of security with the Term B Loans (provided, that if such Other Term Loans rank junior in right of security with the Term B Loans, such Other Term Loans shall (a) be subject to a Permitted Junior Intercreditor Agreement and (b) be established as a separate facility (and documented in a separate loan agreement from this Agreement), and, for the avoidance of doubt, shall not be subject to clause (vii) below),

(iii) the final maturity date of any such Other Term Loans shall be no earlier than the Term B Facility Maturity Date and, except as to pricing, amortization, final maturity date, participation in mandatory prepayments and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Borrowers and the Incremental Term Lenders in their sole discretion), shall have (x) substantially similar terms as the Term B Loans or (y) such other terms (including as to guarantees and collateral) as shall be reasonably satisfactory to the Administrative Agent,

(iv) the Weighted Average Life to Maturity of any such Other Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Term B Loans,

(v) the Other Revolving Loans incurred pursuant to clause (a) of this Section 2.21 shall be secured equally and ratably with or, at the option of the Borrowers, junior in right of security with the Initial Revolving Loans (provided, that if such Other Revolving Loans rank junior in right of security with the Initial Revolving Loans, such Other Revolving Loans shall be (a) subject to a Permitted Junior Intercreditor Agreement and (b) established as a separate facility (and will be documented in a separate loan agreement from this Agreement)),

(vi) the final maturity date of any such Other Revolving Loans shall be no earlier than the Revolving Facility Maturity Date with respect to the Initial Revolving Loans and shall have no amortization and, except as to pricing, final maturity date, participation in mandatory prepayments and commitment reductions and ranking as to security (which shall, subject to the other clauses of this proviso, be determined by the Borrowers and the Incremental Revolving Facility Lenders in their sole discretion), shall have (x) substantially similar terms as the Initial Revolving Loans or (y) such other terms (including as to guarantees and collateral) as shall be reasonably satisfactory to the Administrative Agent,

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(vii) with respect to any Other Term Loan incurred pursuant to clause (a) of this Section 2.21 that ranks pari passu in right of security with the Term B Loans, the All-in Yield shall be the same as that applicable to the Term B Loans on the Closing Date, except that the All-in Yield in respect of any such Other Term Loan may exceed the All-in Yield in respect of such Term B Loans on the Closing Date by no more than 0.50%, or if it does so exceed such All-in Yield (such difference, the “Term Yield Differential”) then the Applicable Margin (or the “LIBOR floor” as provided in the following proviso) applicable to such Term B Loans shall be increased such that after giving effect to such increase, the Term Yield Differential shall not exceed 0.50%; provided that, to the extent any portion of the Term Yield Differential is attributable to a higher “LIBOR floor” being applicable to such Other Term Loans, such floor shall only be included in the calculation of the Term Yield Differential to the extent such floor is greater than the Adjusted LIBO Rate in effect for an Interest Period of three months’ duration at such time, and, with respect to such excess, the “LIBOR floor” applicable to the outstanding Term B Loans shall be increased to an amount not to exceed the “LIBOR floor” applicable to such Other Term Loans prior to any increase in the Applicable Margin applicable to such Term B Loans then outstanding;

(viii) (A) such Other Revolving Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Initial Revolving Loans in (x) any voluntary or mandatory prepayment or commitment reduction hereunder and (y) any Borrowing at the time such Borrowing is made and (B) such Other Term Loans, to the extent secured by Liens on the Collateral equally and ratably with Term B Loans, may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term B Loans in any mandatory prepayment hereunder; and

(ix) there shall be no obligor in respect of any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments that is not a Loan Party.

Each party hereto hereby agrees that, upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any amendment to this Agreement or any other Loan Document that is necessary to effect the provisions of this Section 2.21 and any such collateral and other documentation shall be deemed “Loan Documents” hereunder and may be memorialized in writing by the Administrative Agent with the Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto.

(c) Notwithstanding the foregoing, no Incremental Term Loan Commitment or Incremental Revolving Facility Commitment shall become effective under this Section 2.21 unless (i) on the date of such effectiveness, to the extent required by the relevant Incremental Assumption Agreement, the conditions set forth in clause (c) of Section 4.01 shall be satisfied and the Administrative Agent shall have received a certificate to that effect dated such date and executed by a Responsible Officer of the Borrower Representative and (ii) the Administrative Agent shall have received customary legal opinions, board resolutions and other customary closing certificates and documentation as required by the relevant Incremental Assumption Agreement and, to the extent required by the Administrative Agent, consistent with those delivered on the Closing Date under Section 4.02 and such additional customary documents and filings (including amendments to the Mortgages and other Security Documents and title endorsement bringdowns) as the Administrative Agent may reasonably request to assure that the Incremental Term Loans and/or Revolving Facility Loans in respect of Incremental Revolving Facility Commitments are secured by the Collateral ratably with (or, to the extent set forth in the applicable Incremental Assumption Agreement, junior to) one or more Classes of then-existing Term Loans and Revolving Facility Loans.

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(d) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be reasonably necessary to ensure that (i) all Incremental Term Loans (other than Other Term Loans of a different Class or which are junior in right of security with Term B Loans), when originally made, are included in each Borrowing of the outstanding applicable Class of Term Loans on a pro rata basis, and (ii) all Revolving Facility Loans in respect of Incremental Revolving Facility Commitments (other than Revolving Facility Loans of a different Class or which are junior in right of security with the Initial Revolving Loans), when originally made, are included in each Borrowing of the applicable Class of outstanding Revolving Facility Loans on a pro rata basis. The Borrowers agree that Section 2.16 shall apply to any conversion of Eurocurrency Loans to ABR Loans reasonably required by the Administrative Agent to effect the foregoing.

(e) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (e) through (i) of this Section 2.21), pursuant to one or more offers made from time to time by the Borrowers to all Lenders of any Class of Term Loans and/or Revolving Facility Commitments, on a pro rata basis (based, in the case of an offer to the Lenders under any Class of Term Loans, on the aggregate outstanding amount of Term Loans of such Class and, in the case of an offer to the Lenders under any Revolving Facility, on the aggregate outstanding Revolving Facility Commitments under such Revolving Facility, as applicable) and on the same terms (“Pro Rata Extension Offers”), the Borrowers are hereby permitted to consummate transactions with individual Lenders from time to time to extend the maturity date of such Lender’s Loans and/or Commitments of such Class and to otherwise modify the terms of such Lender’s Loans and/or Commitments of such Class pursuant to the terms of the relevant Pro Rata Extension Offer (including increasing the interest rate or fees payable in respect of such Lender’s Loans and/or Commitments and/or modifying the amortization schedule in respect of such Lender’s Loans). For the avoidance of doubt, the reference to “on the same terms” in the preceding sentence shall mean, (i) in the case of an offer to the Lenders under any Class of Term Loans, that all of the Term Loans of such Class are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same and (ii) in the case of an offer to the Lenders under any Revolving Facility, that all of the Revolving Facility Commitments of such Facility are offered to be extended for the same amount of time and that the interest rate changes and fees payable with respect to such extension are the same. Any such extension (an “Extension”) agreed to between the Borrowers and any such Lender (an “Extending Lender”) will be established under this Agreement by implementing an Incremental Term Loan for such Lender if such Lender is extending an existing Term Loan (such extended Term Loan, an “Extended Term Loan”) or an Incremental Revolving Facility Commitment for such Lender if such Lender is extending an existing Revolving Facility Commitment (such extended Revolving Facility Commitment, an “Extended Revolving Facility Commitment”). Each Pro Rata Extension Offer shall specify the date on which the Borrowers propose that the Extended Term Loan shall be made, which shall be a date not earlier than five Business Days after the date on which notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion).

(f) The Borrowers and each Extending Lender shall execute and deliver to the Administrative Agent an Incremental Assumption Agreement and such other documentation as the Administrative Agent shall reasonably specify to evidence the Extended Term Loans and/or Extended Revolving Facility Commitments of such Extending Lender. Each Incremental Assumption Agreement shall specify the terms of the applicable Extended Term Loans and/or Extended Revolving Facility Commitments; provided, that (i) except as to interest rates, fees and any other pricing terms (which interest rates, fees and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)), and amortization, final maturity date and participation in prepayments and commitment reductions (which shall, subject to clauses (ii) and (iii) of this proviso, be determined by the Borrowers and set forth in the Pro Rata Extension Offer), the Extended Term Loans shall have (x) the same terms as an existing Class of Term Loans or (y) such other terms as shall be reasonably satisfactory to the Administrative Agent, (ii) the final

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maturity date of any Extended Term Loans shall be no earlier than the Latest Maturity Date in effect on the date of incurrence, (iii) the Weighted Average Life to Maturity of any Extended Term Loans shall be no shorter than the remaining Weighted Average Life to Maturity of the Class of Term Loans to which such offer relates, (iv) except as to interest rates, fees, any other pricing terms, participation in mandatory prepayments and commitment reductions and final maturity (which shall be determined by the Borrowers and set forth in the Pro Rata Extension Offer), any Extended Revolving Facility Commitment shall have (x) the same terms as an existing Class of Revolving Facility Commitments or (y) have such other terms as shall be reasonably satisfactory to the Administrative Agent and, in respect of any other terms that would affect the rights or duties of any Issuing Bank or Swingline Lender, such terms as shall be reasonably satisfactory to such Issuing Bank or Swingline Lender, (v) any Extended Revolving Facility Commitments may participate on a pro rata basis or a less than pro rata basis (but not greater than a pro rata basis) than the Initial Revolving Loans in any voluntary or mandatory prepayment or commitment reduction hereunder and (vi) any Extended Term Loans may participate on a pro rata basis or a less than pro rata basis (but not a greater than pro rata basis) than the Term B Loans in any mandatory prepayment hereunder. Upon the effectiveness of any Incremental Assumption Agreement, this Agreement shall be amended to the extent (but only to the extent) necessary to reflect the existence and terms of the Extended Term Loans and/or Extended Revolving Facility Commitments evidenced thereby as provided for in Section 9.08(e). Any such deemed amendment may be memorialized in writing by the Administrative Agent with the Borrowers’ consent (not to be unreasonably withheld) and furnished to the other parties hereto. If provided in any Incremental Assumption Agreement with respect to any Extended Revolving Facility Commitments, and with the consent of each Swingline Lender and Issuing Bank, participations in Swingline Loans and Letters of Credit shall be reallocated to lenders holding such Extended Revolving Facility Commitments in the manner specified in such Incremental Assumption Agreement, including upon effectiveness of such Extended Revolving Facility Commitment or upon or prior to the maturity date for any Class of Revolving Facility Commitments.

(g) Upon the effectiveness of any such Extension, the applicable Extending Lender’s Term Loan will be automatically designated an Extended Term Loan and/or such Extending Lender’s Revolving Facility Commitment will be automatically designated an Extended Revolving Facility Commitment. For purposes of this Agreement and the other Loan Documents, (i) if such Extending Lender is extending a Term Loan, such Extending Lender will be deemed to have an Incremental Term Loan having the terms of such Extended Term Loan and (ii) if such Extending Lender is extending a Revolving Facility Commitment, such Extending Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Extended Revolving Facility Commitment.

(h) Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including this Section 2.21), (i) the aggregate amount of Extended Term Loans and Extended Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) Extended Term Loans or Extended Revolving Facility Commitments shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, (iii) any Extending Lender may extend all or any portion of its Term Loans and/or Revolving Facility Commitment pursuant to one or more Pro Rata Extension Offers (subject to applicable proration in the case of over participation) (including the extension of any Extended Term Loan and/or Extended Revolving Facility Commitment), (iv) there shall be no condition to any Extension of any Loan or Commitment at any time or from time to time other than notice to the Administrative Agent of such Extension and the terms of the Extended Term Loan or Extended Revolving Facility Commitment implemented thereby, (v) all Extended Term Loans, Extended Revolving Facility Commitments and all obligations in respect thereof shall be Loan Obligations of the relevant Loan Parties under this Agreement and the other Loan Documents that are secured by the Collateral on a pari passu basis with all other Obligations relating to an existing Class of Term Loans of the relevant Loan Parties under this Agreement and the other Loan Documents, (vi) no Issuing Bank or Swingline Lender shall be obligated to provide Swingline Loans or issue Letters of Credit under such Extended Revolving Facility Commitments unless it shall have consented thereto and (vii) there shall be no obligor in respect of any such Extended Term Loans or Extended Revolving Facility Commitments that is not a Loan Party.

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(i) Each Extension shall be consummated pursuant to procedures set forth in the associated Pro Rata Extension Offer; provided, that the Borrowers shall cooperate with the Administrative Agent prior to making any Pro Rata Extension Offer to establish reasonable procedures with respect to mechanical provisions relating to such Extension, including timing, rounding and other adjustments.

(j) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (j) through (o) of this Section 2.21), the Borrowers may by written notice to the Administrative Agent establish one or more additional tranches of term loans under this Agreement (such loans, “Refinancing Term Loans”), the net cash proceeds of which are used to Refinance in whole or in part any Class of Term Loans; provided that Refinancing Term Loans that are secured by Liens on the Collateral that rank pari passu in right of security to Term B Loans shall be incurred under this Agreement. Each such notice shall specify the date (each, a “Refinancing Effective Date”) on which the Borrowers propose that the Refinancing Term Loans shall be made, which shall be a date not earlier than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided, that:

(i) before and after giving effect to the borrowing of such Refinancing Term Loans on the Refinancing Effective Date each of the conditions set forth in Section 4.01 shall be satisfied to the extent required by the relevant Incremental Assumption Agreement governing such Refinancing Term Loans;

(ii) the final maturity date of the Refinancing Term Loans shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans,

(iii) the Weighted Average Life to Maturity of such Refinancing Term Loans shall be no shorter than the then-remaining Weighted Average Life to Maturity of the refinanced Term Loans;

(iv) the aggregate principal amount of the Refinancing Term Loans shall not exceed the outstanding principal amount of the refinanced Term Loans plus amounts used to pay fees, premiums, costs and expenses (including original issue discount) and accrued interest associated therewith;

(v) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrowers and the Lenders providing such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially more favorable to the investors providing such Refinancing Term Loans than, the terms, taken as a whole, applicable to the Term B Loans (except to the extent such covenants and other terms apply solely to any period after the Term B Facility Maturity Date or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower Representative in good faith. In addition, notwithstanding the foregoing, the Borrowers may establish Refinancing Term Loans to refinance and/or replace all or any portion of a Revolving Facility Commitment (regardless of whether Revolving Facility Loans are outstanding under such Revolving Facility Commitments at the time of incurrence of such Refinancing Term Loans), so long as (1) the aggregate amount of such Refinancing Term Loans does not exceed the aggregate amount of

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Revolving Facility Commitments terminated at the time of incurrence thereof, (2) if the Revolving Facility Credit Exposure outstanding on the Refinancing Effective Date would exceed the aggregate amount of Revolving Facility Commitments outstanding in each case after giving effect to the termination of such Revolving Facility Commitments, the Borrowers shall take one or more actions such that such Revolving Facility Credit Exposure does not exceed such aggregate amount of Revolving Facility Commitments in effect on the Refinancing Effective Date after giving effect to the termination of such Revolving Facility Commitments (it being understood that (x) such Refinancing Term Loans may be provided by the Lenders holding the Revolving Facility Commitments being terminated and/or by any other person that would be a permitted Assignee hereunder and (y) the proceeds of such Refinancing Term Loans shall not constitute Net Proceeds hereunder), (3) the Weighted Average Life to Maturity of the Refinancing Term Loans shall be no shorter than the remaining life to termination of the terminated Revolving Facility Commitments, (4) the final maturity date of the Refinancing Term Loans shall be no earlier than the termination date of the terminated Revolving Facility Commitments and (5) all other terms applicable to such Refinancing Term Loans (other than provisions relating to original issue discount, upfront fees, interest rates and any other pricing terms (which original issue discount, upfront fees, interest rates and other pricing terms shall not be subject to the provisions set forth in Section 2.21(b)(vii)) and optional prepayment or mandatory prepayment or redemption terms, which shall be as agreed between the Borrowers and the Lenders providing such Refinancing Term Loans) taken as a whole shall be substantially similar to, or not materially more favorable to the investors providing such Refinancing Term Loans than, the terms, taken as a whole, applicable to the Term B Loans (except to the extent such covenants and other terms apply solely to any period after the Term B Facility Maturity Date or are otherwise reasonably acceptable to the Administrative Agent), as determined by the Borrower Representative in good faith;

(vi) with respect to Refinancing Term Loans secured by Liens on the Collateral that rank junior in right of security to the Term B Loans, such Liens shall be subject to a Permitted Junior Intercreditor Agreement; and

(vii) there shall be no obligor in respect of such Refinancing Term Loans that is not a Loan Party.

(k) The Borrowers may approach any Lender or any other person that would be a permitted Assignee pursuant to Section 9.04 to provide all or a portion of the Refinancing Term Loans; provided, that any Lender offered or approached to provide all or a portion of the Refinancing Term Loans may elect or decline, in its sole discretion, to provide a Refinancing Term Loan. Any Refinancing Term Loans made on any Refinancing Effective Date shall be designated an additional Class of Term Loans for all purposes of this Agreement; provided, further, that any Refinancing Term Loans may, to the extent provided in the applicable Incremental Assumption Agreement governing such Refinancing Term Loans, be designated as an increase in any previously established Class of Term Loans made to the Borrowers to the extent the terms of such Refinancing Term Loans are identical to the terms of such previously established Class of Term Loans.

(l) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clause (l) through (o) of this Section 2.21), the Borrowers may by written notice to the Administrative Agent establish one or more additional Facilities providing for revolving commitments (“Replacement Revolving Facility Commitments,” such facility, a “Replacement Revolving Facility,” and the revolving loans thereunder, “Replacement Revolving Loans”), which replace in whole or in part any Class of Revolving Facility Commitments under this Agreement. Each such notice shall specify the date (each, a “Replacement Revolving Facility Effective Date”) on which the Borrowers propose that the Replacement Revolving Facility Commitments shall become effective,

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which shall be a date not less than five Business Days after the date on which such notice is delivered to the Administrative Agent (or such shorter period agreed to by the Administrative Agent in its reasonable discretion); provided that: (i) before and after giving effect to the establishment of such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date, each of the conditions set forth in Section 4.01 shall be satisfied to the extent required by the relevant Incremental Assumption Agreement governing such Replacement Revolving Facility Commitments; (ii) after giving effect to the establishment of any Replacement Revolving Facility Commitments and any concurrent reduction in the aggregate amount of any other Revolving Facility Commitments, the aggregate amount of Revolving Facility Commitments shall not exceed the aggregate amount of the Revolving Facility Commitments outstanding immediately prior to the applicable Replacement Revolving Facility Effective Date; (iii) no Replacement Revolving Facility Commitments shall have a final maturity date (or require commitment reductions or amortizations) prior to the Revolving Facility Maturity Date in effect at the time of incurrence for the Revolving Facility Commitments being replaced; (iv) all other terms applicable to such Replacement Revolving Facility (other than provisions relating to (x) fees, interest rates and other pricing terms and prepayment and commitment reduction and optional redemption terms which shall be as agreed between the Borrowers and the Lenders providing such Replacement Revolving Facility Commitments and (y) the amount of any letter of credit sublimit and swingline commitment under such Replacement Revolving Facility, which shall be as agreed between the Borrowers, the Lenders providing such Replacement Revolving Facility Commitments, the Administrative Agent and the replacement issuing bank and replacement swingline lender, if any, under such Replacement Revolving Facility Commitments) taken as a whole shall be substantially similar to, or not materially more favorable to the Lenders providing such Replacement Revolving Facility Commitments than, those, taken as a whole, applicable to the Initial Revolving Loans (except to the extent such covenants and other terms apply solely to any period after the latest Revolving Facility Maturity Date in effect at the time of incurrence or are otherwise reasonably acceptable to the Administrative Agent); and (v) there shall be no obligor in respect of such Replacement Revolving Facility that is not a Loan Party. In addition, the Borrowers may establish Replacement Revolving Facility Commitments to refinance and/or replace all or any portion of a Term Loan hereunder (regardless of whether such Term Loan is repaid with the proceeds of Replacement Revolving Loans or otherwise), so long as the aggregate amount of such Replacement Revolving Facility Commitments does not exceed the aggregate amount of Term Loans repaid at the time of establishment thereof (it being understood that such Replacement Revolving Facility Commitment may be provided by the Lenders holding the Term Loans being repaid and/or by any other Person that would be a permitted Assignee hereunder) so long as (i) before and after giving effect to the establishment such Replacement Revolving Facility Commitments on the Replacement Revolving Facility Effective Date each of the conditions set forth in Section 4.01 shall be satisfied to the extent required by the relevant agreement governing such Replacement Revolving Facility Commitments, (ii) the remaining life to termination of such Replacement Revolving Facility Commitments shall be no shorter than the Weighted Average Life to Maturity then applicable to the refinanced Term Loans, (iii) the final termination date of the Replacement Revolving Facility Commitments shall be no earlier than the Term Facility Maturity Date of the refinanced Term Loans, (iv) with respect to Replacement Revolving Loans secured by Liens on Collateral that rank junior in right of security to the Initial Revolving Loans, such Liens will be subject to a Permitted Junior Intercreditor Agreement and (v) the requirement of clause (v) in the preceding sentence shall be satisfied mutatis mutandis. Solely to the extent that an Issuing Bank or Swingline Lender is not a replacement issuing bank or replacement swingline lender, as the case may be, under a Replacement Revolving Facility, it is understood and agreed that such Issuing Bank or Swingline Lender shall not be required to issue any letters of credit or swingline loan under such Replacement Revolving Facility and, to the extent it is necessary for such Issuing Bank or Swingline Lender to withdraw as an Issuing Bank or Swingline Lender, as the case may be, at the time of the establishment of such Replacement Revolving Facility, such withdrawal shall be on terms and conditions reasonably satisfactory to such Issuing Bank or Swingline Lender, as the case may be, in its sole discretion. The Borrowers agree to reimburse each Issuing Bank or Swingline Lender, as the case may be, in full upon demand, for any reasonable and documented out-of-pocket cost or expense attributable to such withdrawal.

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(m) The Borrowers may approach any Lender or any other person that would be a permitted Assignee of a Revolving Facility Commitment pursuant to Section 9.04 to provide all or a portion of the Replacement Revolving Facility Commitments; provided that any Lender offered or approached to provide all or a portion of the Replacement Revolving Facility Commitments may elect or decline, in its sole discretion, to provide a Replacement Revolving Facility Commitment. Any Replacement Revolving Facility Commitment made on any Replacement Revolving Facility Effective Date shall be designated an additional Class of Revolving Facility Commitments for all purposes of this Agreement; provided that any Replacement Revolving Facility Commitments may, to the extent provided in the applicable Incremental Assumption Agreement, be designated as an increase in any previously established Class of Revolving Facility Commitments.

(n) On any Replacement Revolving Facility Effective Date, subject to the satisfaction of the foregoing terms and conditions, each of the Lenders with Replacement Revolving Facility Commitments of such Class shall purchase from each of the other Lenders with Replacement Revolving Facility Commitments of such Class, at the principal amount thereof and in the applicable currencies, such interests in the Replacement Revolving Loans and participations in Letters of Credit and Swingline Loans under such Replacement Revolving Facility Commitments of such Class then outstanding on such Replacement Revolving Facility Effective Date as shall be necessary in order that, after giving effect to all such assignments and purchases, the Replacement Revolving Loans and participations of such Replacement Revolving Facility Commitments of such Class will be held by the Lenders thereunder ratably in accordance with their Replacement Revolving Facility Commitments.

(o) For purposes of this Agreement and the other Loan Documents, (i) if a Lender is providing a Refinancing Term Loan, such Lender will be deemed to have an Incremental Term Loan having the terms of such Refinancing Term Loan and (ii) if a Lender is providing a Replacement Revolving Facility Commitment, such Lender will be deemed to have an Incremental Revolving Facility Commitment having the terms of such Replacement Revolving Facility Commitment. Notwithstanding anything to the contrary set forth in this Agreement or any other Loan Document (including without limitation this Section 2.21), (i) the aggregate amount of Refinancing Term Loans and Replacement Revolving Facility Commitments will not be included in the calculation of the Incremental Amount, (ii) Refinancing Term Loan or Replacement Revolving Facility Commitment shall be in minimum increments of $5,000,000 and minimum amounts of $10,000,000, (iii) there shall be no condition to any incurrence of any Refinancing Term Loan or Replacement Revolving Facility Commitment at any time or from time to time other than those set forth in clauses (j) or (l) above, as applicable, and (iv) all Refinancing Term Loans, Replacement Revolving Facility Commitments and all obligations in respect thereof that are secured by the Collateral on a pari passu basis in right of security with the Term Loans shall be Loan Obligations under this Agreement and the other Loan Documents.

(p) Notwithstanding anything in the foregoing to the contrary, (i) for the purpose of determining the number of outstanding Eurocurrency Borrowings upon the incurrence of any Incremental Loans, (x) to the extent the last date of Interest Periods for multiple Eurocurrency Borrowings under the Term Facilities fall on the same day, such Eurocurrency Borrowings shall be considered a single Eurocurrency Borrowing and (y) to the extent the last date of Interest Periods for multiple Eurocurrency Borrowings under the Revolving Facilities fall on the same day, such Eurocurrency Borrowings shall be considered a single Eurocurrency Borrowing and (ii) the initial Interest Period with respect to any Eurocurrency Borrowing of Incremental Loans may, at the Borrowers’ option, be of a duration of a number of Business Days that is less than one month, and the Adjusted LIBO Rate with respect to such initial Interest Period shall be the same as the Adjusted LIBO Rate applicable to any then-outstanding

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Eurocurrency Borrowing as the Borrowers (or the Borrower Representative on behalf thereof) may direct, so long as the last day of such initial Interest Period is the same as the last day of the Interest Period with respect to such outstanding Eurocurrency Borrowing.

Section 2.22 Defaulting Lender. (a) Defaulting Lender Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then, until such time as such Lender is no longer a Defaulting Lender, to the extent permitted by applicable law:

(i) Waivers and Amendments. Such 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” or “Required Revolving Facility Lenders.”

(ii) Defaulting Lender Waterfall. 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, following an Event of Default or otherwise) or received by the Administrative Agent from a Defaulting Lender pursuant to Section 9.06 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 Issuing Bank or the Swingline Lender hereunder, third, to Cash Collateralize the Issuing Banks’ Fronting Exposure with respect to such Defaulting Lender in accordance with Section 2.05(j), fourth, as the Borrowers (or the Borrower Representative on behalf thereof) 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 Borrowers, 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 Issuing Banks’ future Fronting Exposure with respect to such Defaulting Lender with respect to future Letters of Credit issued under this Agreement, in accordance with Section 2.05(j), sixth, to the payment of any amounts owing to the Lenders, the Issuing Banks or the Swingline Lender as a result of any judgment of a court of competent jurisdiction obtained by any Lender, Issuing Bank or Swingline Lender 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 Borrowers as a result of any judgment of a court of competent jurisdiction obtained by the Borrowers 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. 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 2.22 shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents hereto.

(iii) Certain Fees. (A) No Defaulting Lender shall be entitled to receive any Commitment Fee for any period during which that Lender is a Defaulting Lender.

(B) Each Defaulting Lender shall be entitled to receive L/C Participation Fees for any period during which that Lender is a Defaulting Lender only to the extent allocable to its pro rata share of the stated amount of Letters of Credit for which it has provided Cash Collateral.

(C) With respect to any Commitment Fee or L/C Participation Fee not required to be paid to any Defaulting Lender pursuant to clause (A) or (B) above, the

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Borrowers shall (x) pay to each Non-Defaulting Lender that portion of any such fee otherwise payable to such Defaulting Lender with respect to such Defaulting Lender’s participation in Letters of Credit or Swingline Loans that has been reallocated to such Non-Defaulting Lender pursuant to clause (iv) below, (y) pay to each Issuing Bank and the Swingline Lender, as applicable, the amount of any such fee otherwise payable to such Defaulting Lender to the extent allocable to such Issuing Bank’s or the Swingline Lender’s Fronting Exposure to such Defaulting Lender, and (z) not be required to pay the remaining amount of any such fee.

(iv) Reallocation of Participations to Reduce Fronting Exposure. All or any part of such Defaulting Lender’s participation in Letters of Credit and Swingline Loans shall be reallocated among the Non-Defaulting Lenders in accordance with their respective pro rata Commitments (calculated without regard to such Defaulting Lender’s Commitment) but only to the extent that (x) no Default or Event of Default exists at the time of such reallocation and (y) such reallocation does not cause the aggregate Revolving Facility Credit Exposure of any Non-Defaulting Lender to exceed such Non-Defaulting Lender’s Revolving Facility Commitment. No reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.

(v) Cash Collateral, Repayment of Swingline Loans. If the reallocation described in clause (iv) above cannot, or can only partially, be effected, the Borrowers shall, without prejudice to any right or remedy available to it hereunder or under law, within three (3) Business Days following the written request of the (i) Administrative Agent or (ii) the Swingline Lender or any Issuing Bank, as applicable (with a copy to the Administrative Agent), (x) first, prepay Swingline Loans in an amount equal to the Swingline Lender’s Fronting Exposure and (y) second, Cash Collateralize the Issuing Banks’ Fronting Exposure in accordance with the procedures set forth in Section 2.05(j).

(b) Defaulting Lender Cure. If the Borrowers, the Administrative Agent and the Swingline Lender and each Issuing Bank agree in writing that a Lender is no longer 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 at par that portion of outstanding Revolving Facility Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to cause the Loans and funded and unfunded participations in Letters of Credit and Swingline Loans to be held pro rata by the Lenders in accordance with their Revolving Facility Commitments (without giving effect to Section 2.22(a)(iv)), whereupon such 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 Borrowers while that Lender was a Defaulting Lender; 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.

(c) New Swingline Loans/Letters of Credit. So long as any Lender is a Defaulting Lender, (i) the Swingline Lender shall not be required to fund any Swingline Loans unless it is satisfied that it will have no Fronting Exposure after giving effect to such Swingline Loan and (ii) the Issuing Banks shall not be required to issue, extend, renew or increase any Letter of Credit unless it is satisfied that it will have no Fronting Exposure after giving effect thereto.

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Section 2.23 Borrower Representative. Each of the Borrowers hereby appoints Holdings as its non-exclusive representative and grants to Holdings an irrevocable power of attorney to act as its attorney-in-fact, with regard to all matters relating to this Agreement and each of the other Loan Documents, including, without limitation, execution and delivery of any Borrowing Request, and amendments, supplements, waivers or other modifications hereto or thereto, receipt of any notices hereunder or thereunder and receipt of service of process in connection herewith or therewith and making all elections as to interest rates and interest payment dates (in such capacity, Holdings is referred to herein as the “Borrower Representative”). The Administrative Agent and the Lenders shall be entitled to rely exclusively on the Borrower Representative’s authority to act in each instance without inquiry or investigation, and each of the Borrowers hereby agrees to indemnify and hold harmless the Administrative Agent and the Lenders for any losses, costs, delays, errors, claims, penalties or charges arising from or out of the Borrower Representative’s actions pursuant to this Section 2.23 and the Administrative Agent’s and the Lenders’ reliance thereon and hereon. Notice from the Borrower Representative shall be deemed to be notice from all of the Borrowers and the other Loan Parties and notice to the Borrower Representative shall be deemed to be notice to all the Borrowers and the other Loan Parties. The Administrative Agent and each of the Lenders agree that any notice thereby to any Borrower or other Loan Party will copy, or be directed to, the Borrower Representative. The Borrower Representative may, from time to time, designate the Company or any other Loan Party reasonably satisfactory to the Administrative Agent as the Borrower Representative in lieu of Holdings by delivering written notice to the Administrative Agent, which notice shall be effective three (3) Business Days after it is delivered.

Section 2.24 Joint and Several Liability of the Borrowers. Each of the Borrowers, by signing this Agreement hereby agrees as follows:

(a) Each Borrower is accepting joint and several liability hereunder and under the other Loan Documents in consideration of the financial accommodations to be provided by the Secured Parties under the Loan Documents, for the mutual benefit, directly and indirectly, of each Borrower and in consideration of the undertakings of the other Borrowers to accept joint and several liability for the Obligations.

(b) Each Borrower, jointly and severally, hereby irrevocably and unconditionally accepts, not merely as a surety but also as a co-debtor, joint and several liability with the other Borrowers, with respect to the payment and performance of all of the Obligations, it being the intention of the parties hereto that all the Obligations shall be the joint and several obligations of each Borrower without preferences or distinction among them. For the avoidance of doubt and in furtherance of the foregoing, in the event that any Borrower is released from its Obligations hereunder for any reason (including in connection with a sale of the Equity Interests or all or substantially all of the assets of such Borrower accompanied by a release of such Person of its obligations as Guarantor pursuant to the applicable provisions of the Guarantee Agreement in circumstances permitted by and in accordance with the terms thereof and hereof), each of the other Borrowers shall be liable as principal for the full amount of such Obligations.

(c) If and to the extent that any Borrower shall fail to make any payment with respect to any of the Obligations as and when due or to perform any of the Obligations in accordance with the terms thereof, then in each such event the other Borrower will make, without duplication, payment of any unpaid amount with respect to, or perform, such Obligation.

(d) The Obligations of each Borrower hereunder constitute the absolute and unconditional, full recourse Obligations of each Borrower enforceable against each such Borrower to the full extent of its properties and assets, irrespective of the validity, regularity or enforceability of this Agreement or any other circumstances whatsoever.

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(e) Except as otherwise expressly provided in this Agreement or the other Loan Documents, each Borrower hereby waives notice of acceptance of its joint and several liability, notice of any Loans or the Letter of Credit issued under or pursuant to this Agreement, notice of the occurrence of any Default, Event of Default, or of any demand for any payment under this Agreement, notice of any action at any time taken or omitted by any Secured Party under or in respect of any of the Obligations, any requirement of diligence or to mitigate damages and, generally, to the extent permitted by applicable law, all demands, notices and other formalities of every kind in connection with this Agreement (except as otherwise provided in this Agreement or the other Loan Documents).

(f) Each Borrower agrees that if any certificate is executed and delivered by any one or more of the Borrowers, but not the other Borrower, such certificate may be relied upon by the Secured Parties, and shall bind all of the Borrowers, as if it were executed by all of them. Any representation herein made “to Borrowers’ knowledge” or the like, means to the knowledge of any, but not necessarily all, of the Borrowers.

ARTICLE III

Representations and Warranties

On the date of each Credit Event, Holdings and each Borrower represents and warrants to each of the Lenders that:

Section 3.01 Organization; Powers. Except as set forth on Schedule 3.01, each of Holdings, each Borrower, each other Loan Party and each Material Subsidiary (a) is a partnership, limited liability company or corporation duly organized, validly existing and in good standing (or, if applicable in a foreign jurisdiction, enjoys the equivalent status under the laws of any jurisdiction of organization outside the United States of America) under the laws of the jurisdiction of its organization, (b) has all requisite power and authority to own its property and assets and to carry on its business as now conducted, (c) is qualified to do business in each jurisdiction where such qualification is required, except where the failure so to qualify would not reasonably be expected to have a Material Adverse Effect, and (d) has the power and authority to execute, deliver and perform its obligations under each of the Loan Documents and each other agreement or instrument contemplated thereby to which it is or will be a party and, in the case of the Borrowers, to borrow and otherwise obtain credit hereunder.

Section 3.02 Authorization. The execution, delivery and performance by the Borrowers and each of the other Loan Parties of each of the Loan Documents to which it is a party and the borrowings hereunder (a) have been duly authorized by all corporate, stockholder, partnership or limited liability company action required to be obtained by Holdings, the Borrowers and the other Loan Parties and (b) will not (i) violate (A) any provision of law, statute, rule or regulation applicable to Holdings, such Borrower or any other Loan Party, (B) the certificate or articles of incorporation or other constitutive documents (including any partnership, limited liability company or operating agreements) or by-laws of Holdings, each Borrower, or any such other Loan Party, (C) any applicable order of any court or any rule, regulation or order of any Governmental Authority applicable to either Borrower or any other Loan Party or (D) any provision of any indenture, certificate of designation for preferred stock, agreement or other instrument to which such Borrower or any other Loan Party is a party or by which any of them or any of their property is or may be bound, (ii) result in a breach of or constitute (alone or with due notice or lapse of time or both) a default under, give rise to a right of or result in any cancellation or acceleration of any right or obligation (including any payment) under any such indenture, certificate of designation for preferred stock, agreement or other instrument, where any such conflict, violation, breach or default referred to in clause (i) or (ii) of this Section 3.02(b), would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, or (iii) result in the creation or imposition of any Lien upon or with

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respect to (x) any property or assets now owned or hereafter acquired by either Borrower or any such Subsidiary Loan Party, other than the Liens created by the Loan Documents and Permitted Liens, or (y) any Equity Interests of either Borrower now owned or hereafter acquired by Holdings or any Subsidiary, other than Liens created by the Loan Documents or Permitted Liens.

Section 3.03 Enforceability. This Agreement has been duly executed and delivered by Holdings, Intermediate Holdings and the Borrowers and constitutes, and each other Loan Document when executed and delivered by either Borrower and each Subsidiary Loan Party that is party thereto will constitute, a legal, valid and binding obligation of such Loan Party enforceable against the Borrowers and each other Loan Party in accordance with its terms, subject to (i) the effects of bankruptcy, insolvency, moratorium, reorganization, fraudulent conveyance or other similar laws affecting creditors’ rights generally, (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law), (iii) implied covenants of good faith and fair dealing and (iv) any foreign laws, rules and regulations as they relate to pledges of Equity Interests in Foreign Subsidiaries that are not Loan Parties.

Section 3.04 Governmental Approvals. No action, consent or approval of, registration or filing with or any other action by any Governmental Authority is or will be required for the execution, delivery or performance of each Loan Document to which either Borrower or any other Loan Party is a party, except for (a) the filing of Uniform Commercial Code financing statements, (b) filings with the United States Patent and Trademark Office and the United States Copyright Office and comparable offices in foreign jurisdictions and equivalent filings in foreign jurisdictions, (c) recordation of the Mortgages, (d) such as have been made or obtained and are in full force and effect, (e) such actions, consents and approvals the failure of which to be obtained or made would not reasonably be expected to have a Material Adverse Effect and (f) filings or other actions listed on Schedule 3.04 and any other filings or registrations required by the Security Documents.

Section 3.05 Financial Statements. The audited consolidated balance sheets and the statements of income, stockholders’ equity, and cash flow as of and for the fiscal years ended June 30, 2012, June 30, 2013 and June 30, 2014 for Holdings and its consolidated subsidiaries, and (b) the unaudited consolidated balance sheets and statements of income, stockholders’ equity and cash flow as of and for the fiscal quarters ended September 30, 2014 for Holdings and its consolidated subsidiaries, including the notes thereto, if applicable, present fairly in all material respects the consolidated financial position of Holdings and its consolidated subsidiaries as of the dates and for the periods referred to therein and the results of operations and, if applicable, cash flows for the periods then ended, and, except as set forth on Schedule 3.05, were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, except, in the case of interim period financial statements, for the absence of notes and for normal year-end adjustments and except as otherwise noted therein.

Section 3.06 No Material Adverse Effect. Since the Closing Date, there has been no event or circumstance that, individually or in the aggregate with other events or circumstances, has had or would reasonably be expected to have a Material Adverse Effect.

Section 3.07 Title to Properties; Possession Under Leases. (a) Each Borrower, each other Loan Party and each of the Subsidiaries has valid title in fee simple or equivalent to, or valid leasehold interests in, or easements or other limited property interests in, all its Real Properties (including all Mortgaged Properties) and has valid title to its personal property and assets, in each case, except for Permitted Liens and except for defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than Permitted Liens or Liens arising by operation of law.

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(b) Each Borrower, each other Loan Party and each of the Subsidiaries has complied with all material obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have Material Adverse Effect, and all such leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have a Material Adverse Effect.

(c) As of the Closing Date, none of the Borrowers, the other Loan Parties and the Subsidiaries has received any written notice of any pending or contemplated condemnation proceeding affecting any material portion of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation that remains unresolved as of the Closing Date, except as set forth on Schedule 3.07(c).

(d) As of the Closing Date, none of the Borrowers, the other Loan Parties and its Subsidiaries is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein, except as permitted under Section 6.02 or 6.05 or as would not reasonably be expected to have a Material Adverse Effect.

(e) Schedule 1.01(E) lists each Material Real Property owned by any Loan Party as of the Closing Date.

Section 3.08 Subsidiaries. (a) Schedule 3.08(a) sets forth as of the Closing Date the name and jurisdiction of incorporation, formation or organization of each subsidiary of Holdings and, as to each such subsidiary, the percentage of each class of Equity Interests owned by Holdings or by any such subsidiary.

(b) As of the Closing Date, after giving effect to the Transactions, there are no outstanding subscriptions, options, warrants, calls, rights or other agreements or commitments (other than stock options granted to employees or directors (or entities controlled by directors) and shares held by directors (or entities controlled by directors)) relating to any Equity Interests of any of the Subsidiaries, except as set forth on Schedule 3.08(b).

Section 3.09 Litigation; Compliance with Laws. (a) There are no actions, suits or proceedings at law or in equity or by or on behalf of any Governmental Authority or in arbitration now pending, or, to the knowledge of either Borrower, threatened in writing against either Borrower or any of the Subsidiaries or any business, property or rights of any such person (i) that involve any Loan Document or the Transactions or (ii) that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, except (in the case of this clause (ii) only) for any action, suit or proceeding at law or in equity or by or on behalf of any Governmental Authority or in arbitration which has been disclosed in any of the Company’s public filings with the Securities and Exchange Commission prior to the Closing Date or which arises out of the same facts and circumstances, and alleges substantially the same complaints and damages, as any action, suit or proceeding so disclosed and in which there has been no material adverse change since the date of such disclosure.

(b) None of Holdings, the Borrowers, the Subsidiaries and their respective properties or assets is in violation of (nor will the continued operation of their material properties and assets as currently conducted violate) any law, rule or regulation (including any zoning, building, ordinance, code or approval or any building permit, but excluding any Environmental Laws, which are the subject of Section 3.16) or any restriction of record or agreement affecting any Mortgaged Property, or is in default with respect to any judgment, writ, injunction or decree of any Governmental Authority, where such violation or default would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

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Section 3.10 Federal Reserve Regulations. Neither the making of any Loan (or the extension of any Letter of Credit) hereunder nor the use of the proceeds thereof will violate the provisions of Regulation T, Regulation U or Regulation X of the Board.

Section 3.11 Investment Company Act. None of Holdings, the Borrowers and the Subsidiaries is required to be registered as an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

Section 3.12 Use of Proceeds. (a) The Borrowers will use the proceeds of the Revolving Facility Loans and Swingline Loans, and may request the issuance of Letters of Credit, solely for general corporate purposes (including, without limitation, to finance a portion of the Transactions, for permitted acquisitions (including Permitted Business Acquisitions), to repay Closing Date Refinanced Indebtedness and to pay Transaction Expenses); provided the amount of Revolving Facility Loans incurred on the Closing Date shall not exceed $25,000,000 and (b) the Borrowers will use the proceeds of the Term B Loans made on the Closing Date to finance a portion of the Transactions, to repay Closing Date Refinanced Indebtedness and for the payment of Transaction Expenses.

Section 3.13 Tax Returns. Except as set forth on Schedule 3.13:

(a) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Holdings, each Borrower and each of the Subsidiaries has filed or caused to be filed all federal, state, local and non-U.S. Tax returns required to have been filed by it (including in its capacity as withholding agent) and each such Tax return is true and correct;

(b) Except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, Holdings, each Borrower and each of the Subsidiaries has timely paid or caused to be timely paid all Taxes shown to be due and payable by it on the returns referred to in clause (a) and all other Taxes or assessments (or made adequate provision (in accordance with GAAP) for the payment of all Taxes due), except Taxes or assessments that are being contested in good faith by appropriate proceedings in accordance with Section 5.03 and for which Holdings or any of the Subsidiaries (as the case may be) has set aside on its books adequate reserves in accordance with GAAP; and

(c) Other than as would not be, individually or in the aggregate, reasonably expected to have a Material Adverse Effect, as of the Closing Date, with respect to Holdings, each Borrower and each of the Subsidiaries, there are no claims being asserted in writing with respect to any Taxes.

Section 3.14 No Material Misstatements. (a) All written factual information (other than the Projections, forward looking information and information of a general economic nature or general industry nature) (the “Information”) concerning Holdings, each Borrower, the Subsidiaries, the Transactions and any other transactions contemplated hereby included in the Information Memorandum or otherwise prepared by or on behalf of the foregoing or their representatives and made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby (to the extent such Information relates to the Company on or prior to the Closing Date, to the Company’s knowledge), when taken as a whole, was true and correct in all material respects, as of the date such Information was furnished to the Lenders and as of the Closing Date and did not, taken as a whole, contain any untrue statement of a material fact as of any such date or omit to state a material fact necessary in order to make the statements contained therein, taken as a whole, not materially misleading in light of the circumstances under which such statements were made (giving effect to all supplements and updates provided thereto).

(b) The Projections and other forward looking information and information of a general economic nature prepared by or on behalf of either Borrower or any of their representatives and that

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have been made available to any Lenders or the Administrative Agent in connection with the Transactions or the other transactions contemplated hereby have been prepared in good faith based upon assumptions believed by the Borrowers to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized), as of the date such Projections and information were furnished to the Lenders.

Section 3.15 Employee Benefit Plans. Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect, (i) no Reportable Event has occurred during the past five years as to which Holdings, either Borrower, any of its Subsidiaries or any ERISA Affiliate was required to file a report with the PBGC, other than reports that have been filed; (ii) no ERISA Event has occurred or is reasonably expected to occur and (iii) none of Holdings, either Borrower, the Subsidiaries or any of their ERISA Affiliates has received any written notification that any Multiemployer Plan is in reorganization or has been terminated within the meaning of Title IV of ERISA.

Section 3.16 Environmental Matters. Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) no written notice, request for information, order, complaint or penalty has been received by Holdings, either Borrower or any of their Subsidiaries, and there are no judicial, administrative or other actions, suits or proceedings pending or, to Holdings’ or either Borrowers’ knowledge, threatened which allege a violation of or liability under any Environmental Laws, in each case relating to Holdings, either Borrower or any of their Subsidiaries, (ii) each of Holdings, the Borrowers and their Subsidiaries has all environmental permits, licenses and other approvals necessary for its operations to comply with all Environmental Laws (“Environmental Permits”) and is, and in the prior eighteen (18) month period, has been, in compliance with the terms of such Environmental Permits and with all other Environmental Laws, (iii) except as set forth on Schedule 3.16, no Hazardous Material is located at, on or under any property currently or, to Holdings or either Borrower’s knowledge, formerly owned, operated or leased by either Borrower or any of their Subsidiaries that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, either Borrower or any of their Subsidiaries under any Environmental Laws or Environmental Permits, and no Hazardous Material has been generated, used, treated, stored, handled, disposed of or controlled, transported or Released at any location in a manner that would reasonably be expected to give rise to any cost, liability or obligation of Holdings, either Borrower or any of their Subsidiaries under any Environmental Laws or Environmental Permits, (iv) there are no agreements in which Holdings or any of its Subsidiaries has expressly assumed or undertaken responsibility for any known or reasonably likely liability or obligation of any other person arising under or relating to Environmental Laws, which in any such case has not been made available to the Administrative Agent prior to the Closing Date, and (v) there has been no material written environmental assessment or audit conducted (other than customary assessments not revealing anything that would reasonably be expected to result in a Material Adverse Effect), by or on behalf of Holdings, either Borrower or any of their Subsidiaries of any property currently or, to Holdings’ or either Borrowers’ knowledge, formerly owned or leased by Holdings or any of the Subsidiaries that has not been made available to the Administrative Agent prior to the Closing Date.

Section 3.17 Security Documents. (a) The Collateral Agreement is effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties), in each case, a legal, valid and enforceable security interest in the Collateral described therein and proceeds thereof. As of the Closing Date, in the case of the Pledged Collateral described in the Collateral Agreement, when certificates or promissory notes, as applicable, representing such Pledged Collateral and required to be delivered under the applicable Security Document are delivered to the Collateral Agent, and in the case of the other Collateral described in the Collateral Agreement (other than the Intellectual Property), when financing statements and

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other filings specified in the Perfection Certificate are filed in the offices specified in the Perfection Certificate, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected Lien on, and security interest in, all right, title and interest of the Loan Parties in such Collateral and, subject to Section 9-315 of the New York Uniform Commercial Code, the proceeds thereof, as security for the Obligations to the extent perfection can be obtained by filing Uniform Commercial Code financing statements, in each case prior and superior in right to the Lien of any other person (except Permitted Liens).

(b) When the Collateral Agreement or an ancillary document thereunder is properly filed and recorded in the United States Patent and Trademark Office and the United States Copyright Office, and, with respect to Collateral in which a security interest cannot be perfected by such filings, upon the proper filing of the financing statements referred to in clause (a) above, the Collateral Agent (for the benefit of the Secured Parties) shall have a fully perfected (subject to exceptions arising from defects in the chain of title, which defects in the aggregate do not constitute a Material Adverse Effect hereunder) Lien on, and security interest in, all right, title and interest of the Loan Parties thereunder in the material domestic Intellectual Property included in the Collateral (but, in the case of the United States registered copyrights included in the Collateral, only to the extent such United States registered copyrights are listed in such ancillary document filed with the United States Copyright Office) listed in such ancillary document, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens (it being understood that subsequent recordings in the United States Patent and Trademark Office and the United States Copyright Office may be necessary to perfect a Lien on material registered trademarks and patents, trademark and patent applications and registered copyrights acquired by the Loan Parties after the Closing Date).

(c) The Mortgages, if any, executed and delivered on the Closing Date are, and the Mortgages executed and delivered after the Closing Date pursuant to Section 5.10 shall be, effective to create in favor of the Collateral Agent (for the benefit of the Secured Parties) legal, valid and enforceable Liens on all of the Loan Parties’ rights, titles and interests in and to the Mortgaged Property thereunder and the proceeds thereof, and when such Mortgages are filed or recorded in the proper real estate filing or recording offices, and all relevant mortgage taxes and recording charges are duly paid, the Collateral Agent (for the benefit of the Secured Parties) shall have valid Liens with record notice to third parties on, and security interests in, all rights, titles and interests of the Loan Parties in such Mortgaged Property and, to the extent applicable, subject to Section 9-315 of the Uniform Commercial Code, the proceeds thereof, in each case prior and superior in right to the Lien of any other person, except for Permitted Liens.

(d) Notwithstanding anything herein (including this Section 3.17) or in any other Loan Document to the contrary, none of Holdings, either Borrower or any other Loan Party makes any representation or warranty as to the effects of perfection or non-perfection, the priority or the enforceability of any pledge of or security interest in any Equity Interests of any Foreign Subsidiary, or as to the rights and remedies of the Agents or any Lender with respect thereto, under foreign law.

Section 3.18 Location of Real Property. The Perfection Certificate lists correctly, in all material respects, as of the Closing Date all Material Real Property owned by Holdings, each Borrower and the other Loan Parties and the addresses thereof. As of the Closing Date, Holdings, the Borrowers and the other Loan Parties own in fee all the Real Property set forth as being owned by them in the Perfection Certificate except to the extent set forth therein.

Section 3.19 Solvency. (a) Immediately after giving effect to the Transactions on the Closing Date, (i) the fair value of the assets of Holdings and its Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings and its Subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of Holdings and its Subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the

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probable liability of Holdings and its Subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Holdings and its Subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Holdings and its Subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

(b) As of the Closing Date, immediately after giving effect to the consummation of the Transactions, Holdings does not intend to, and Holdings does not believe that it or any of its Subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such Subsidiary and the timing and amounts of cash to be payable on or in respect of its Indebtedness or the Indebtedness of any such Subsidiary.

Section 3.20 Labor Matters. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect: (a) there are no strikes or other labor disputes pending or threatened against Holdings or any of the Subsidiaries; (b) the hours worked and payments made to employees of Holdings and the Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable law dealing with such matters; and (c) all payments due from Holdings or any of the Subsidiaries or for which any claim may be made against Holdings or any of the Subsidiaries, on account of wages and employee health and welfare insurance and other benefits have been paid or accrued as a liability on the books of Holdings or such Subsidiary to the extent required by GAAP. Except as, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, the consummation of the Transactions will not give rise to a right of termination or right of renegotiation on the part of any union under any material collective bargaining agreement to which Holdings or any of the Subsidiaries (or any predecessor) is a party or by Holdings or any of the Subsidiaries (or any predecessor) is bound.

Section 3.21 Insurance. Schedule 3.21 sets forth a true, complete and correct description, in all material respects, of all material insurance (excluding any title insurance) maintained by or on behalf of Holdings or the Subsidiaries as of the Closing Date. As of such date, such insurance is in full force and effect.

Section 3.22 No Default. No Default or Event of Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document.

Section 3.23 Intellectual Property; Licenses, Etc.. Except as would not reasonably be expected to have a Material Adverse Effect or as set forth in Schedule 3.23, (a) Holdings and each of its Subsidiaries owns, or possesses the right to use, all Intellectual Property that is used or held for use in or is otherwise reasonably necessary for the present conduct of their respective businesses, (b) to its knowledge, Holdings and its Subsidiaries are not interfering with, infringing upon, misappropriating or otherwise violating Intellectual Property of any person, and (c) (i) no claim or litigation regarding any of the Intellectual Property owned by Holdings and its Subsidiaries is pending or, to the knowledge of Holdings, threatened and (ii) to the knowledge of Holdings, no claim or litigation regarding any other Intellectual Property described in the foregoing clauses (a) and (b) is pending or threatened.

Section 3.24 Senior Debt. The Loan Obligations constitute “Senior Debt” (or the equivalent thereof) under the documentation governing any Material Indebtedness of any Loan Party permitted to be incurred hereunder constituting Indebtedness that is subordinated in right of payment to the Loan Obligations.

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Section 3.25 USA PATRIOT Act; OFAC.

(a) Holdings and each other Loan Party is in compliance in all material respects with the material provisions of the USA PATRIOT Act. On or prior to the Closing Date, Holdings has provided to the Administrative Agent all information related to the Loan Parties (including names, addresses and tax identification numbers (if applicable)) reasonably requested in writing by the Administrative Agent not less than ten (10) Business Days prior to the Closing Date and mutually agreed to be required under “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, to be obtained by the Administrative Agent or any Lender.

(b) None of Holdings or any of its Subsidiaries nor, to the knowledge of Holdings, any director, officer, agent, employee or Affiliate of Holdings or any of the Subsidiaries is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”). The Borrowers will not directly or indirectly use the proceeds of the Loans or the Letters of Credit or otherwise make available such proceeds to any person, for the purpose of financing the activities of any person currently subject to any U.S. sanctions administered by OFAC, or otherwise use the proceeds of the Loans or the Letters of Credit in violation of the PATRIOT Act or OFAC.

Section 3.26 Foreign Corrupt Practices Act. Holdings and its Subsidiaries, and, to the knowledge of Holdings or any of its Subsidiaries, their directors, officers, agents or employees, are in compliance with the U.S. Foreign Corrupt Practices Act of 1977 or similar law of a jurisdiction in which Holdings or any of its Subsidiaries conduct their business and to which they are lawfully subject, in each case, in all material respects. No part of the proceeds of the Loans made hereunder will be used to make any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment.

ARTICLE IV

Conditions of Lending

The obligations of (a) the Lenders (including the Swingline Lender) to make Loans and (b) any Issuing Bank to issue, amend, extend or renew Letters of Credit or increase the stated amounts of Letters of Credit hereunder (each, a “Credit Event”) are subject to the satisfaction (or waiver in accordance with Section 9.08) of the following conditions:

Section 4.01 All Credit Events. On the date of each Borrowing and on the date of each issuance, amendment, extension or renewal of a Letter of Credit (in each case, other than pursuant to an Incremental Assumption Agreement):

(a) Except in the case of any Swingline Borrowing made in accordance with Section 2.04(d), the Administrative Agent shall have received, in the case of a Borrowing, a Borrowing Request as required by Section 2.03 or, in the case of the issuance of a Letter of Credit, the applicable Issuing Bank and the Administrative Agent shall have received a notice requesting the issuance of such Letter of Credit as required by Section 2.05(b).

(b) (i) In the case of each Credit Event that occurs on the Closing Date, the representations and warranties made by the Company (with respect to the Company and its subsidiaries) in the Merger Agreement that are material to the interests of the Lenders (in their capacities as such) (but only to the extent that Merger Parent or Merger Sub has the right to terminate its obligations or decline to consummate the transactions under the Merger Agreement as a result of a breach of such representations in the Merger Agreement) shall be true and correct in all material respects, and the representations and warranties made in respect of the Borrowers, and, to the extent applicable, the Guarantors, in Sections 3.01(a) (as to organization and existence only) and (d), 3.02(a) and (b)(i)(B), 3.03, 3.10, 3.11, 3.17 (limited to creation, validity and perfection except as provided in the last paragraph of Section 4.02), 3.19, 3.25 and 3.26 (provided that, for purposes of this Section 4.01(b), in the event that the representations and warranties

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contained in Sections 3.25 and 3.26 are not true and correct in all material respects, such representations and warranties shall nonetheless be deemed true and correct so long as the use of proceeds of the Facilities on the Closing Date would not, in and of itself, violate the USA PATRIOT Act, the U.S. Foreign Corrupt Practices Act of 1977 or any sanctions administered by OFAC), the second sentence of Section 3.25(a), the second sentence of 3.25(b) and the second sentence of 3.26 shall be true and correct in all material respects; and (ii) in the case of each other Credit Event that occurs after the Closing Date, the representations and warranties set forth in the Loan Documents shall be true and correct in all material respects as of such date (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date).

(c) In the case of each Borrowing or other Credit Event that occurs after the Closing Date, at the time of and immediately after such Borrowing or issuance, amendment, extension or renewal of a Letter of Credit (other than an amendment, extension or renewal of a Letter of Credit without any increase in the stated amount of such Letter of Credit), as applicable, no Event of Default or Default shall have occurred and be continuing.

(d) Each Borrowing and other Credit Event that occurs after the Closing Date shall be deemed to constitute a representation and warranty by the Borrowers on the date of such Borrowing, issuance, amendment, extension or renewal as applicable, as to the matters specified in paragraphs (b) and (c) of this Section 4.01.

Section 4.02 First Credit Event. On or prior to the Closing Date:

(a) The Administrative Agent (or its counsel) shall have received from each of Holdings, Intermediate Holdings, the Borrowers, the Issuing Bank and the Lenders (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence reasonably satisfactory to the Administrative Agent (which may include delivery of a signed signature page of this Agreement by facsimile or other means of electronic transmission (e.g., “pdf”)) that such party has signed a counterpart of this Agreement.

(b) The Administrative Agent shall have received, on behalf of itself, the Lenders and each Issuing Bank, (i) a written opinion of Wachtell, Lipton, Rosen & Katz, as New York and Delaware counsel for the Loan Parties and (ii) a written opinion of McGuireWoods LLP, as Florida and Georgia counsel for the Loan Parties, in each case (A) dated the Closing Date, (B) addressed to each Issuing Bank, the Administrative Agent and the Lenders on the Closing Date and (C) in form and substance reasonably satisfactory to the Administrative Agent covering such matters relating to the Loan Documents as the Administrative Agent shall reasonably request.

(c) The Administrative Agent shall have received a certificate of the Secretary or Assistant Secretary or similar officer of each Loan Party dated the Closing Date and certifying:

(i) a copy of the certificate or articles of incorporation, certificate of limited partnership, certificate of formation or other equivalent constituent and governing documents, including all amendments thereto, of such Loan Party, (1) in the case of a corporation, certified as of a recent date by the Secretary of State (or other similar official) of the jurisdiction of its organization, and (2) certified by the Secretary or Assistant Secretary of such Loan Party or other person duly authorized by the constituent documents of such Loan Party,

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(ii) a certificate as to the good standing (to the extent such concept or a similar concept exists under the laws of such jurisdiction) of such Loan Party as of a recent date from such Secretary of State (or other similar official),

(iii) that attached thereto is a true and complete copy of the by-laws (or partnership agreement, limited liability company agreement or other equivalent constituent and governing documents) of such Loan Party as in effect on the Closing Date and at all times since a date prior to the date of the resolutions described in clause (iv) below,

(iv) 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 (or its managing general partner or managing member) authorizing the execution, delivery and performance of the Loan Documents dated as of the Closing Date to which such person is a party and, in the case of the Borrowers, the borrowings hereunder, and that such resolutions have not been modified, rescinded or amended and are in full force and effect on the Closing Date,

(v) as to the incumbency and specimen signature of each officer executing any Loan Document or any other document delivered in connection herewith on behalf of such Loan Party, and

(vi) as to the absence of any pending proceeding for the dissolution or liquidation of such Loan Party or, to the knowledge of such person, threatening the existence of such Loan Party.

(d) The Administrative Agent shall have received a completed Perfection Certificate, dated the Closing Date and signed by a Responsible Officer of the Borrower Representative, together with all attachments contemplated thereby, and the results of a search of the Uniform Commercial Code (or equivalent), tax and judgment, United States Patent and Trademark Office and United States Copyright Office filings made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are Permitted Liens or have been, or will be simultaneously or substantially concurrently with the closing under this Agreement, released (or arrangements reasonably satisfactory to the Administrative Agent for such release shall have been made).

(e) The Merger shall have been consummated or shall be consummated simultaneously or substantially concurrently with the closing under this Agreement on the terms described in the Merger Agreement as in effect on November 26, 2014, without giving effect to any amendment, waiver, consent or other modification thereof by Merger Parent or Merger Sub that is materially adverse to the interests of the Lenders (in their capacities as such) unless it is approved by the Arrangers (which approval shall not be unreasonably withheld, delayed or conditioned). For purposes of the foregoing condition, it is hereby understood and agreed that any reduction in the purchase price in connection with the Merger Agreement, shall be deemed to be materially adverse to the interests of the Lenders (in their capacities as such), unless such reduction of the purchase price is applied as follows: (x) 25% to reduce the Equity Financing and (y) 75% to reduce the amount of the Term Facility, any Senior Unsecured Notes and any Subordinated Unsecured Notes on a pro rata basis.

(f) Prior to, simultaneously, or substantially concurrently with the closing under this Agreement, the Co-Investors shall have contributed an aggregate amount in the form of common equity or other Equity Interests on terms reasonably acceptable to the Administrative Agent to Holdings, consisting of at least $335,000,000 in the aggregate of cash equity and roll over of management equity (collectively, the “Equity Financing”).

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(g) The Administrative Agent shall have received the financial statements referred to in Section 3.05. The Arrangers shall have received a pro forma consolidated balance sheet and a related pro forma consolidated statement of income of Holdings and its subsidiaries (based on the financial statements of the Company referred to in Section 3.05) as of and for the twelve-month period ending on the last day of the most recently completed four-fiscal quarter period ended at least 45 days before the Closing Date, or, if the most recently completed fiscal period is the end of a fiscal year, ended at least 90 days before the Closing Date, prepared after giving effect to the transactions as if the transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of such other statement of income), which reflect adjustments applied in accordance with Regulation S-X of the Securities Act of 1933, as amended, including adjustments customary for Rule 144A transactions, it being understood that any purchase accounting adjustments may be preliminary in nature and be based only on estimates and allocations determined by the Borrowers.

(h) On the Closing Date, after giving effect to the Transactions, the Target Refinancing shall have been consummated and none of Holdings, the Borrowers or any of their subsidiaries shall have any third party debt for borrowed money other than (i) the Loans and other extensions of credit under this Agreement (including letters of credit), (ii) the Senior Unsecured Notes, (iii) the Subordinated Unsecured Notes, (iv) the obligations under that certain Third Amended and Restated Credit Agreement (as amended by that certain Acknowledgment and Consent, effective as of November 26, 2014, and as may be further amended, restated or otherwise modified (in each case, to the extent that after giving effect to such amendment, restatement or other modification, such facility constitutes an accounts payable or similar inventory financing facility) or replaced by one or more accounts payable or similar inventory financing facilities, from time to time, the “CPC Facility”), effective as of February 28, 2014, among Castle Pines Capital LLC, (“Castle Pines”) and Presidio Networked Solutions Group, LLC, (as successor to INX LLC and Bluewater Communications Group LLC) (the “Reseller”) (provided that, with respect to the CPC Facility, the CPC Intercreditor Agreement shall have been executed and delivered by Castle Pines, the Administrative Agent and Presidio Networked Solutions Group, LLC); provided that, for the avoidance of doubt, the CPC Facility does not constitute Indebtedness under this Agreement, (v) the AR Facility, (vi) other indebtedness permitted to be incurred or outstanding on or prior to the Closing Date pursuant to the Merger Agreement (including, for the avoidance of doubt, any such incurrence with respect to which Merger Parent is required to consent pursuant to the terms of the Merger Agreement) (as may be modified with the Arrangers’ consent in accordance with clause (e) of this Section 4.02) and (vii) other indebtedness approved by the Arrangers in their reasonable discretion.

(i) The Lenders shall have received a solvency certificate substantially in the form of Exhibit C and signed by a Financial Officer of the Company (or, at the Company’s option, a solvency opinion from an independent investment bank or valuation firm of nationally recognized standing) confirming the solvency of Holdings and its Subsidiaries on a consolidated basis after giving effect to the Transactions on the Closing Date.

(j) The Agents shall have received all fees payable thereto or to any Arranger or any Lender on or prior to the Closing Date and, to the extent invoiced at least three Business Days prior to the Closing Date, reimbursement or payment of all reasonable and documented out-of-pocket expenses (including reasonable fees, charges and disbursements of Latham & Watkins LLP) required to be reimbursed or paid by the Loan Parties hereunder or under any Loan Document on or prior to the Closing Date (which amounts may be offset against the proceeds of the Loans).

(k) Except as set forth in Schedule 5.12 (which, for the avoidance of doubt, shall override the applicable clauses of the definition of “Collateral and Guarantee Requirement” for the purposes of this Section 4.02) and subject to the grace periods and post-closing periods set forth in such definition, the Collateral and Guarantee Requirement shall be satisfied (or waived) as of the Closing Date.

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(l) The Administrative Agent shall have received at least three (3) Business Days prior to the Closing Date all documentation and other information required by Section 3.25(a), to the extent such information has been requested not less than ten (10) Business Days prior to the Closing Date.

(m) Except as contemplated by the Merger Agreement or as set forth on Schedule 3.22 thereto, since September 30, 2014, there has not been any event, change, occurrence or circumstances that has had a Company Material Adverse Effect, except for de minimis events, changes, occurrences or circumstances; provided, however, that this condition shall not apply to any event, change, occurrence or circumstances arising from or relating to the compliance by the parties to the Merger Agreement with their obligations under Section 5.3 of the Merger Agreement including Merger Parent (x) proposing, negotiating, committing to or effecting, by consent decree, hold separate order, or otherwise, the sale, transfer, divestiture, license, or disposition of operations, divisions, businesses, product lines or assets or (y) otherwise taking or committing to take actions that limit or could limit Merger Parent’s or its Affiliates’ operations (including, after the Closing (as defined in the Merger Agreement), Holdings’ and its Subsidiaries’ freedom of action with respect to, or its ability to retain, one or more of their respective operations, divisions, businesses, product lines or assets), to the extent required by Section 5.3 of the Merger Agreement.

(n) The Borrowers shall have delivered to the Administrative Agent a certificate dated as of the Closing Date, to the effect set forth in Section 4.01(b)(i) and Section 4.02(m) hereof.

For purposes of determining compliance with the conditions specified in this Section 4.02, each Lender shall be deemed to have 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 the Lenders unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender prior to the Closing Date specifying its objection thereto and, in the case of a Borrowing, such Lender shall not have made available to the Administrative Agent such Lender’s ratable portion of the initial Borrowing.

Notwithstanding anything to the contrary, it is understood that to the extent any security interest in the intended Collateral or any deliverable (including those referred to in Section 4.02(d) and (k)) related to the perfection of security interests in the intended Collateral (other than any Collateral the security interest in which may be perfected by the filing of a UCC financing statement or possession of the equity certificates (if any) of the Borrowers or any Subsidiary that is a Domestic Subsidiary (to the extent, with respect to such Subsidiaries, such equity certificates are received from the Company on or prior to the Closing Date)) is not or cannot be provided and/or perfected on the Closing Date (1) without undue burden or expense or (2) after such Borrower has used commercially reasonable efforts to do so, then the provision and/or perfection of such security interest(s) or deliverable shall not constitute a condition precedent to the availability of the Commitments on the Closing Date but, to the extent otherwise required hereunder, shall be delivered after the Closing Date in accordance with Section 5.12.

ARTICLE V

Affirmative Covenants

Holdings and the Borrowers covenant and agree with each Lender that, until the Termination Date, unless the Required Lenders shall otherwise consent in writing, Holdings and the Borrowers will, and will cause each of the other Loan Parties and the Subsidiaries to:

Section 5.01 Existence; Business and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary (other than a Borrower (unless such entity has been designated as no longer being a Borrower in

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accordance with Section 9.24)), where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, and except for the liquidation or dissolution of Subsidiaries (other than a Borrower (unless such entity has been designated as no longer being a Borrower in accordance with Section 9.24)) if the assets of such Subsidiaries to the extent they exceed estimated liabilities are acquired by Holdings or a Wholly Owned Subsidiary thereof in such liquidation or dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as permitted under Section 6.05).

(b) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business, and (ii) at all times maintain, protect and preserve all property necessary to the normal conduct of its business and keep such property in good repair, working order and condition (ordinary wear and tear excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as permitted by this Agreement).

Section 5.02 Insurance. (a) Maintain, with financially sound and reputable insurance companies, insurance (subject to customary deductibles and retentions) in such amounts and against such risks as are customarily maintained by similarly situated companies engaged in the same or similar businesses operating in the same or similar locations, cause the Collateral Agent to be listed as a co-loss payee on property and casualty policies with respect to Mortgaged Property located in the United States of America and as an additional insured on casualty policies. Notwithstanding the foregoing, Holdings and the Subsidiaries may self-insure with respect to such risks with respect to which companies of established reputation engaged in the same general line of business in the same general area usually self-insure.

(b) Except as the Collateral Agent may agree in its reasonable discretion, cause all such property and casualty insurance policies with respect to the Mortgaged Property located in the United States of America to be endorsed or otherwise amended to include a “standard” or “New York” lender’s loss payable endorsement, in form and substance reasonably satisfactory to the Collateral Agent, deliver a certificate of an insurance broker to the Collateral Agent; cause each such policy covered by this clause (b) to provide that it shall not be cancelled or not renewed upon less than 30 days’ prior written notice thereof by the insurer to the Collateral Agent; deliver to the Collateral Agent, prior to or concurrently with the cancellation or nonrenewal of any such policy of insurance covered by this clause (b), a copy of a renewal or replacement policy (or other evidence of renewal of a policy previously delivered to the Collateral Agent), or insurance certificate with respect thereto, together with evidence satisfactory to the Collateral Agent of payment of the premium therefor, in each case of the foregoing, to the extent customarily maintained, purchased or provided to, or at the request of, lenders by similarly situated companies in connection with credit facilities of this nature.

(c) If any portion of any Mortgaged Property is at any time located in an area identified by the Federal Emergency Management Agency (or any successor agency) as a special flood hazard area (each a “Special Flood Hazard Area”) with respect to which flood insurance has been made available under the National Flood Insurance Act of 1968 (as now or hereafter in effect or successor act thereto), (i) maintain, or cause to be maintained, with a financially sound and reputable insurer, flood insurance in an amount and otherwise sufficient to comply with all applicable rules and regulations promulgated pursuant to the Flood Insurance Laws and (ii) deliver to the Collateral Agent evidence of such compliance in form and substance reasonably acceptable to the Collateral Agent.

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(d) In connection with the covenants set forth in this Section 5.02, it is understood and agreed that:

(i) the Administrative Agent, the Collateral Agent, the Lenders, the Issuing Bank and their respective agents or employees shall not be liable for any loss or damage insured by the insurance policies required to be maintained under this Section 5.02, it being understood that (A) the Loan Parties shall look solely to their insurance companies or any other parties other than the aforesaid parties for the recovery of such loss or damage and (B) such insurance companies shall have no rights of subrogation against the Administrative Agent, the Collateral Agent, the Lenders, any Issuing Bank or their agents or employees. If, however, the insurance policies, as a matter of the internal policy of such insurer, do not provide waiver of subrogation rights against such parties, as required above, then each of Holdings and either Borrower, on behalf of itself and behalf of each of its Subsidiaries, hereby agrees, to the extent permitted by law, to waive, and further agrees to cause each of their Subsidiaries to waive, its right of recovery, if any, against the Administrative Agent, the Collateral Agent, the Lenders, any Issuing Bank and their agents and employees;

(ii) the designation of any form, type or amount of insurance coverage by the Collateral Agent (including acting in the capacity as the Collateral Agent) under this Section 5.02 shall in no event be deemed a representation, warranty or advice by the Collateral Agent or the Lenders that such insurance is adequate for the purposes of the business of Holdings, either Borrower and the Subsidiaries or the protection of their properties; and

(iii) the amount and type of insurance that Holdings and its Subsidiaries have in effect as of the Closing Date satisfies for all purposes the requirements of this Section 5.02.

Section 5.03 Taxes. Pay its obligations in respect of all Tax liabilities, assessments and governmental charges, before the same shall become delinquent or in default, except where (i) the amount or validity thereof is being contested in good faith by appropriate proceedings and Holdings or a Subsidiary thereof has set aside on its books adequate reserves therefor in accordance with GAAP or (ii) the failure to make payment could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Section 5.04 Financial Statements, Reports, etc.. Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

(a) within 120 days after the end of the fiscal year ending June 30, 2015, and within 90 days after the end of each fiscal year thereafter, a consolidated balance sheet and related statements of operations, cash flows and owners’ equity showing the financial position of Holdings and its Subsidiaries as of the close of such fiscal year and the consolidated results of their operations during such year and, starting with the fiscal year ending June 30, 2015, setting forth in comparative form the corresponding figures for the prior fiscal year, which consolidated balance sheet and related statements of operations, cash flows and owners’ equity shall be accompanied by customary management’s discussion and analysis and audited by independent public accountants of recognized national standing and accompanied by an opinion of such accountants (which opinion shall not be qualified as to scope of audit or as to the status of Holdings or any Material Subsidiary as a going concern, other than solely with respect to, or resulting solely from, an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered or any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) to the effect that such consolidated financial statements fairly present, in all material respects, the financial position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP (it being understood that the delivery by the Borrower Representative of annual reports on Form 10-K of Holdings and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(a) to the extent such annual reports include the information specified herein);

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(b) within 75 days after the end of the fiscal quarter ending on December 31, 2014, within 60 days after the end of the fiscal quarter ending on March 31, 2015, and within 45 days after the end of each of the first three fiscal quarters of each fiscal year (commencing with the fiscal quarter ending September 30, 2015), a consolidated balance sheet and related statements of operations and cash flows showing the financial position of Holdings and its Subsidiaries as of the close of such fiscal quarter and the consolidated results of their operations during such fiscal quarter and the then-elapsed portion of the fiscal year and, starting with the fiscal quarter ending December 31, 2015, setting forth in comparative form the corresponding figures for the corresponding periods of the prior fiscal year, all of which shall be in reasonable detail, which consolidated balance sheet and related statements of operations and cash flows shall be accompanied by customary management’s discussion and analysis and which consolidated balance sheet and related statements of operations and cash flows shall be certified by a Financial Officer of Holdings on behalf of Holdings as fairly presenting, in all material respects, the financial position and results of operations of Holdings and its Subsidiaries on a consolidated basis in accordance with GAAP (subject to normal year-end audit adjustments and the absence of footnotes) (it being understood that the delivery by Holdings of quarterly reports on Form 10-Q of Holdings and its consolidated Subsidiaries shall satisfy the requirements of this Section 5.04(b) to the extent such quarterly reports include the information specified herein);

(c) (x) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial Officer of Holdings (i) certifying that no Event of Default or Default has occurred since the date of the last certificate delivered pursuant to this Section 5.04(c) or, if such an Event of Default or Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto, (ii) commencing with the end of the first full fiscal quarter after the Closing Date, setting forth computations in reasonable detail satisfactory to the Administrative Agent of the Financial Covenant, to the extent then applicable, (iii) setting forth the calculation and uses of the Cumulative Credit for the fiscal period then ended if Holdings shall have used the Cumulative Credit for any purpose during such fiscal period and (iv) commencing with the first full fiscal year of Holdings ending after the Closing Date, setting forth the calculation of Excess Cash Flow for the Excess Cash Flow Period then ended and (y) concurrently with any delivery of financial statements under clause (a) above, if the accounting firm is not restricted from providing such a certificate by its policies office, a certificate of the accounting firm opining on or certifying such statements stating whether they obtained knowledge during the course of their examination of such statements of any Default or Event of Default (which certificate may be limited to accounting matters and disclaim responsibility for legal interpretations);

(d) promptly after the same become publicly available, copies of all periodic and other publicly available reports, proxy statements and, to the extent requested by the Administrative Agent, other materials filed by Holdings, either Borrower or any of the Subsidiaries with the SEC, or after an initial public offering, distributed to its stockholders generally, as applicable; provided, however, that such reports, proxy statements, filings and other materials required to be delivered pursuant to this clause (d) shall be deemed delivered for purposes of this Agreement when posted to the website of the Company (or Holdings) or the website of the SEC and written notice of such posting has been delivered to the Administrative Agent;

(e) within 120 days after the end of the fiscal year ending June 30, 2015, and within 90 days after the end of each fiscal year thereafter (in each case, or such later date as the Administrative Agent may agree in its reasonable discretion), a consolidated annual budget for such fiscal year consisting of a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of the following fiscal year and the related consolidated statements of projected cash flow and projected income (collectively, the

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“Budget”), which Budget shall in each case be accompanied by the statement of a Financial Officer of Holdings to the effect that the Budget is based on assumptions believed by Holdings to be reasonable as of the date of delivery thereof;

(f) upon the reasonable request of the Administrative Agent not more frequently than once a year, an updated Perfection Certificate (or, to the extent such request relates to specified information contained in the Perfection Certificate, such information) reflecting all changes since the date of the information most recently received pursuant to this clause (f) or Section 5.10(f); and

(g) promptly, from time to time, such other information regarding the operations, business affairs and financial condition of Holdings, the Borrowers or any of the Subsidiaries, or compliance with the terms of any Loan Document as in each case the Administrative Agent may reasonably request (for itself or on behalf of any Lender).

Holdings and the Borrowers hereby acknowledge and agree that all financial statements furnished pursuant to paragraphs (a), (b) and (d) above are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public Lenders as contemplated by Section 9.17 and may be treated by the Administrative Agent and the Lenders as if the same had been marked “PUBLIC” in accordance with such paragraph (unless Holdings otherwise notifies the Administrative Agent in writing on or prior to delivery thereof).

Section 5.05 Litigation and Other Notices. Furnish to the Administrative Agent (which will promptly thereafter furnish to the Lenders) written notice of the following promptly after any Responsible Officer of Holdings or the Company obtains actual knowledge thereof:

(a) any Event of Default or Default, specifying the nature and extent thereof and the corrective action (if any) proposed to be taken with respect thereto;

(b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence, any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration, against Holdings, either Borrower or any of the Subsidiaries as to which an adverse determination is reasonably probable and which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;

(c) any other development specific to Holdings, either Borrower or any of the Subsidiaries that is not a matter of general public knowledge and that has had, or would reasonably be expected to have, a Material Adverse Effect; and

(d) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred, would reasonably be expected to have a Material Adverse Effect.

Section 5.06 Compliance with Laws. Comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided, that this Section 5.06 shall not apply to Environmental Laws, which are the subject of Section 5.09, or to laws related to Taxes, which are the subject of Section 5.03.

Section 5.07 Maintaining Records; Access to Properties and Inspections. Maintain all financial records in accordance with GAAP and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender to visit and inspect the financial records and the properties of Holdings, either Borrower or any of the Subsidiaries at reasonable times, upon reasonable prior notice to Holdings or either Borrower, and as often as reasonably

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requested and to make extracts from and copies of such financial records, and permit any persons designated by the Administrative Agent or, upon the occurrence and during the continuance of an Event of Default, any Lender upon reasonable prior notice to Holdings or either Borrower to discuss the affairs, finances and condition of Holdings, either Borrower or any of the Subsidiaries with the officers thereof and independent accountants therefor (so long as either Borrower has the opportunity to participate in any such discussions with such accountants), in each case, subject to reasonable requirements of confidentiality, including requirements imposed by law or by contract.

Section 5.08 Use of Proceeds. Use the proceeds of the Loans made and Letters of Credit issued in the manner contemplated by Section 3.12.

Section 5.09 Compliance with Environmental Laws. Comply, and make reasonable efforts to cause all lessees and other persons occupying its properties to comply, with all Environmental Laws applicable to its operations and properties; and obtain and renew all material authorizations and permits required pursuant to Environmental Law for its operations and properties, in each case in accordance with Environmental Laws, except, in each case with respect to this Section 5.09, to the extent the failure to do so would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

Section 5.10 Further Assurances; Additional Security.

(a) Promptly execute any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing and recording of financing statements, fixture filings, Mortgages and other documents and providing, if necessary, any authorizations with respect thereto), that the Collateral Agent may reasonably request (including those required by applicable law), to satisfy the Collateral and Guarantee Requirement and to cause the Collateral and Guarantee Requirement to be and remain satisfied, all at the expense of the Loan Parties and provide to the Collateral Agent, from time to time upon reasonable request, evidence reasonably satisfactory to the Collateral Agent as to the perfection and priority of the Liens created or intended to be created by the Security Documents.

(b) If any asset (other than Real Property) that has an individual fair market value (as determined in good faith by the Borrower Representative) in an amount greater than $10,000,000 is acquired by Holdings, either Borrower or any other Loan Party after the Closing Date or owned by an entity at the time it becomes a Subsidiary Loan Party (in each case other than (x) assets constituting Collateral under a Security Document that become subject to the Lien of such Security Document upon acquisition thereof and (y) assets constituting Excluded Property), Holdings, such Borrower or such other Loan Party, as applicable, will promptly (i) notify the Collateral Agent of such acquisition or ownership and (ii) cause such asset to be subjected to a Lien (subject to any Permitted Liens) securing the Obligations by, and take, and cause the Loan Parties to take, such actions as shall be reasonably requested by the Collateral Agent to grant and perfect such Liens, including actions described in clause (a) of this Section 5.10, all at the expense of the Loan Parties, subject to clause (g) below.

(c) (i) Grant and cause each of the Loan Parties to grant to the Collateral Agent security interests in, and mortgages on, any Material Real Property of a Borrower or such Loan Parties, as applicable, that are not Mortgaged Property as of the Closing Date, to the extent acquired after the Closing Date, within 120 days after such acquisition (or such later date as the Collateral Agent may agree in its reasonable discretion) pursuant to documentation substantially in the form of Exhibit F (with such changes as are reasonably consented to by the Collateral Agent to account for local law matters) or in such other form as is reasonably satisfactory to the Collateral Agent and the Borrowers (each, an “Additional Mortgage”), which security interest and mortgage shall constitute valid and enforceable Liens subject to no other Liens except Permitted Liens, (ii) record or file, and cause each such Loan Party to record or file, the

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Additional Mortgage or instruments related thereto in such manner and in such places as is required by law to establish, perfect, preserve and protect the Liens in favor of the Collateral Agent (for the benefit of the Secured Parties) required to be granted pursuant to the Additional Mortgages and pay, and cause each such Subsidiary to pay, in full, all Taxes, fees and other charges required to be paid in connection with such recording or filing, in each case subject to clause (g) below, and (iii) deliver to the Collateral Agent an updated Schedule 1.01(E) reflecting such additional Mortgaged Properties. Unless otherwise waived by the Collateral Agent, with respect to each such Additional Mortgage, the Borrowers shall cause the requirements set forth in clauses (f) and (g) of the definition of “Collateral and Guarantee Requirement” to be satisfied with respect to such Material Real Property.

(d) If any additional direct or indirect Subsidiary of Holdings is formed or acquired after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a Subsidiary Loan Party, within 15 Business Days after the date such Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its reasonable discretion), notify the Collateral Agent thereof and, within 20 Business Days after the date such Subsidiary is formed or acquired or such longer period as the Collateral Agent may agree in its reasonable discretion (or, with respect to clauses (f), (g) and (h) of the definition of “Collateral and Guarantee Requirement,” within 90 days after such formation or acquisition or such longer period as set forth therein or as the Collateral Agent may agree in its reasonable discretion, as applicable), cause the Collateral and Guarantee Requirement to be satisfied with respect to such Subsidiary and with respect to any Equity Interest in or Indebtedness of such Subsidiary owned by or on behalf of any Loan Party, subject to clause (g) below.

(e) If any additional Foreign Subsidiary of Holdings is formed or acquired after the Closing Date (with any Subsidiary Redesignation resulting in an Unrestricted Subsidiary becoming a Subsidiary being deemed to constitute the acquisition of a Subsidiary) and if such Subsidiary is a “first tier” Foreign Subsidiary of a Loan Party, within 15 Business Days after the date such Foreign Subsidiary is formed or acquired (or such longer period as the Collateral Agent may agree in its reasonable discretion), notify the Collateral Agent thereof and, within 50 Business Days after the date such Foreign Subsidiary is formed or acquired or such longer period as the Collateral Agent may agree in its reasonable discretion, cause the Collateral and Guarantee Requirement to be satisfied with respect to any Equity Interest in such Foreign Subsidiary owned by or on behalf of any Loan Party, subject to clause (g) below.

(f) Furnish to the Collateral Agent prompt written notice of any change (A) in any Loan Party’s corporate or organization name, (B) in any Loan Party’s identity or organizational structure, (C) in any Loan Party’s organizational identification number, (D) in any Loan Party’s jurisdiction of organization or (E) in the location of the chief executive office of any Loan Party that is not a registered organization; provided, that Holdings shall not effect or permit any such change unless all filings have been made, or will have been made within 30 days following such change (or such longer period as the Collateral Agent may agree in its reasonable discretion), under the Uniform Commercial Code that are required in order for the Collateral Agent to continue at all times following such change to have a valid, legal and perfected security interest in all the Collateral in which a security interest may be perfected by such filing, for the benefit of the Secured Parties.

(g) The Collateral and Guarantee Requirement and the other provisions of this Section 5.10 and the other Loan Documents with respect to Collateral need not be satisfied with respect to any of the following (collectively, the “Excluded Property”): (i) any Real Property other than Material Real Property, (ii) motor vehicles and other assets subject to certificates of title and letter of credit rights (in each case, other than to the extent a Lien on such assets or such rights can be perfected by filing a UCC-1) and commercial tort claims with a value of less than $10,000,000, (iii) pledges and security interests prohibited by applicable law, rule, regulation or contractual obligation (in each case, except to the extent such

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prohibition is unenforceable after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code) or which could reasonably be expected to require governmental (including regulatory) consent, approval, license or authorization to be pledged (unless such consent, approval, license or authorization has been received and with respect to any such contractual restriction, only to the extent existing on the Closing Date or on the date the applicable person becomes a Subsidiary and not entered into in contemplation thereof), (iv) assets to the extent a security interest therein in such assets could reasonably be expected to result in material adverse tax consequences as determined in good faith by the Borrower Representative, (v) 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 Holdings, the Borrowers or any Guarantor) after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, (vi) those assets as to which the Collateral Agent and the Borrowers reasonably agree that the cost or other consequence of obtaining such a security interest or perfection thereof are excessive in relation to the value afforded thereby, (vii) any governmental licenses or state or local franchises, charters and authorizations, to the extent security interests in such licenses, franchises, charters or authorizations are prohibited or restricted thereby after giving effect to the applicable anti-assignment provisions of Article 9 of the Uniform Commercial Code, (viii) any “intent-to-use” applications for trademark or service mark registrations filed pursuant to Section 1(b) of the Lanham Act, 15 U.S.C. §1051 prior to the filing of an Amendment to Allege Use or a Statement of Use under Section 1(c) or 1(d) of the Lanham Act has been filed with respect thereto, solely to the extent, if any, and solely during the period, if any, in which the grant of a security interest therein would impair the validity or enforceability of any registration that issues from such intent-to-use application under applicable federal law, (ix) [reserved], (x) [reserved], (xi) any Excluded Securities, (xii) any Third Party Funds, (xiii) any equipment or other asset that is subject to a Lien permitted by any of clauses (i), (j) or (aa) of Section 6.02 or is otherwise subject to a purchase money debt or a Capitalized Lease Obligation, in each case, as permitted by Section 6.01, if the contract or other agreement providing for such debt or Capitalized Lease Obligation prohibits or requires the consent of any person as a condition to the creation of any other security interest on such equipment or asset and, in each case, such prohibition or requirement is permitted hereunder and (xiv) any other exceptions mutually agreed upon between the Borrowers and the Collateral Agent; provided, that the Borrowers may in their sole discretion elect to exclude any property from the definition of Excluded Property. Notwithstanding anything herein to the contrary, (A) the Collateral Agent may grant extensions of time or waiver of requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the Closing Date for the perfection of security interests in the assets of the Loan Parties on such date) where it reasonably determines, in consultation with the Borrower Representative, that perfection or obtaining of such items cannot be accomplished without undue effort or expense by the time or times at which it would otherwise be required by this Agreement or the other Loan Documents, (B) no control agreement or control, lockbox or similar arrangement shall be required with respect to any deposit accounts, securities accounts or commodities accounts, (C) no landlord, mortgagee or bailee waivers shall be required, (D) no foreign-law governed security documents or perfection under foreign law shall be required, (E) no notice shall be required to be sent to account debtors or other contractual third parties prior to an Event of Default, (F) Liens required to be granted from time to time pursuant to, or any other requirements of, the Collateral and Guarantee Requirement and the Security Documents shall be subject to exceptions and limitations set forth in the Security Documents and (G) to the extent any Mortgaged Property is located in a jurisdiction with mortgage recording or similar tax, the amount secured by the Security Document with respect to such Mortgaged Property shall be limited to the fair market value of such Mortgaged Property as determined in good faith by the Borrower Representative (subject to any applicable laws in the relevant jurisdiction or such lesser amount agreed to by the Collateral Agent).

Section 5.11 Rating. Exercise commercially reasonable efforts to obtain and to maintain (a) public ratings (but not to obtain a specific rating) from Moody’s and S&P for the Term B Loans and (b) public corporate credit ratings and corporate family ratings (but, in each case, not to obtain a specific rating) from Moody’s and S&P in respect of Holdings.

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Section 5.12 Post-Closing.

(a) With respect to each Closing Date Mortgaged Property, cause the Collateral and Guarantee Requirement to be satisfied.

(b) Take all necessary actions to satisfy the items described on Schedule 5.12 within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its reasonable discretion).

Section 5.13 Lender Calls. Use commercially reasonable efforts to cause management of the Borrowers to participate in a conference call (including a customary question and answer session) with the Administrative Agent and Lenders once during each Fiscal Quarter to be held at such time as may be agreed to by the Borrower and the Administrative Agent, but in any event within 15 Business Days after each date that financial statements are required to be delivered pursuant to Section 5.04(a) or Section 5.04(b), as applicable.

ARTICLE VI

Negative Covenants

Holdings and the Borrowers covenant and agree with each Lender that, until the Termination Date, unless the Required Lenders (or, in the case of Section 6.11, the Required Revolving Facility Lenders voting as a single Class) shall otherwise consent in writing, Holdings and the Borrowers will not, and will not permit any of the Subsidiaries to:

Section 6.01 Indebtedness. Incur, create, assume or permit to exist any Indebtedness, except:

(a) Indebtedness existing or committed on the Closing Date (provided, that any such Indebtedness that is (x) not intercompany Indebtedness (other than Indebtedness of Loan Parties to Subsidiaries that are not Loan Parties) and (y) in excess of $5,000,000 shall be set forth on Schedule 6.01) and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness (other than intercompany indebtedness Refinanced with Indebtedness owed to a person not affiliated with the Borrowers or any Subsidiary);

(b) Indebtedness created hereunder (including pursuant to Section 2.21) and under the other Loan Documents and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness;

(c) Indebtedness of Holdings, the Borrowers or any Subsidiary pursuant to Hedging Agreements entered into for non-speculative purposes;

(d) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to Holdings, either Borrower or any Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business or consistent with past practice or industry practices;

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(e) Indebtedness of the Borrowers to Holdings or any Subsidiary, of Holdings to the Borrowers or any Subsidiary, and of any Subsidiary to Holdings, the Borrowers or any other Subsidiary; provided, that (i) Indebtedness of any Subsidiary that is not a Loan Party owing to the Loan Parties incurred pursuant to this Section 6.01(e) shall be subject to Section 6.04 and (ii) Indebtedness owed by any Loan Party to any Subsidiary that is not a Loan Party incurred pursuant to this Section 6.01(e) shall be subordinated to the Loan Obligations under this Agreement on subordination terms described in the intercompany note substantially in the form of Exhibit K hereto or on other subordination terms reasonably satisfactory to the Administrative Agent and the Borrower Representative;

(f) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case provided in the ordinary course of business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry practices;

(g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services, in each case incurred in the ordinary course of business;

(h) (i) Indebtedness of a Subsidiary acquired after the Closing Date or a person merged or consolidated with Holdings or any Subsidiary after the Closing Date and Indebtedness otherwise incurred or assumed by Holdings or any Subsidiary in connection with the acquisition of assets or Equity Interests (including a Permitted Business Acquisition), where such acquisition, merger or consolidation is not prohibited by this Agreement; provided, that, (x) in the case of any such Indebtedness secured by Other First Liens, the Net First Lien Leverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger or consolidation, the incurrence of such Indebtedness and the use of proceeds thereof and any related transactions is not greater than 3.50 to 1.00, (y) in the case of any such Indebtedness secured by Junior Liens, the Net Secured Leverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger or consolidation, the incurrence of such Indebtedness and the use of proceeds thereof and any related transactions is not greater than 4.50 to 1.00, and (z) in the case of any other such Indebtedness, the Net Total Leverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger or consolidation, the incurrence of such Indebtedness and the use of proceeds thereof and any related transactions is not greater than 5.60 to 1.00; provided, that the aggregate principal amount of Indebtedness outstanding under this clause (h) that is incurred by a Subsidiary other than a Loan Party immediately after giving effect to such acquisition, merger or consolidation, the incurrence of such Indebtedness and the use of proceeds thereof and any related transactions shall not exceed the greater of $100,000,000 and 55% of Relevant EBITDA; and (ii) any Permitted Refinancing Indebtedness incurred to Refinance any such Indebtedness;

(i) (x) Capitalized Lease Obligations, mortgage financings and other Indebtedness incurred by Holdings or any Subsidiary prior to or within 270 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (real or personal, and whether through the direct purchase of property or the Equity Interest of any person owning such property) permitted under this Agreement in order to finance such acquisition, lease, construction, repair, replacement or improvement, in an aggregate principal amount that immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(i)(x), would not exceed the greater of $50,000,000 and 30% of Relevant EBITDA and (y) any Permitted Refinancing Indebtedness in respect thereof;

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(j) Capitalized Lease Obligations and any other Indebtedness incurred by Holdings or any Subsidiary arising from any Sale and Lease-Back Transaction that is permitted under Section 6.03 and any Permitted Refinancing Indebtedness in respect thereof;

(k) other Indebtedness of Holdings or any Subsidiary, in an aggregate principal amount that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(k), would not exceed the greater of $90,000,000 and 50% of Relevant EBITDA, and any Permitted Refinancing Indebtedness in respect thereof;

(l) Indebtedness of Holdings or any Subsidiaries in an aggregate outstanding principal amount not greater than 100% of the net cash proceeds received by Holdings or either Borrower from (x) the issuance or sale of its Qualified Equity Interests or (y) a contribution to its common equity with the net cash proceeds from the issuance and sale by Holdings or a Parent Entity of its Qualified Equity Interests or a contribution to its common equity (in each case of (x) and (y), other than proceeds from the sale of Equity Interests to, or contributions from, Holdings or any of its Subsidiaries), to the extent such net cash proceeds do not constitute Excluded Contributions;

(m) Guarantees (i) by Holdings, the Borrowers or any other Loan Party of any Indebtedness of Holdings, the Borrowers or any Subsidiary Loan Party permitted to be incurred under this Agreement, (ii) by Holdings, any Borrower or any other Loan Party of Indebtedness otherwise permitted hereunder of any Subsidiary that is not a Subsidiary Loan Party to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)), (iii) by any Subsidiary that is not a Subsidiary Loan Party of Indebtedness of another Subsidiary that is not a Subsidiary Loan Party, and (iv) by Holdings, Intermediate Holdings or the Borrowers of Indebtedness of Subsidiaries that are not Subsidiary Loan Parties incurred for working capital purposes in the ordinary course of business on ordinary business terms so long as such Indebtedness is permitted to be incurred under Section 6.01(t) to the extent such Guarantees are permitted by Section 6.04 (other than Section 6.04(v)); provided, that Guarantees by either Borrower or any other Loan Party under this Section 6.01(m) of any other Indebtedness of a person that is subordinated to other Indebtedness of such person shall be expressly subordinated to the Loan Obligations to at least the same extent as such underlying Indebtedness is subordinated;

(n) Indebtedness arising from agreements of Holdings, either Borrower or any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with the Transactions, any acquisition permitted by this Agreement, any Permitted Business Acquisition, other Investments or the disposition of any business, assets or a Subsidiary not prohibited by this Agreement;

(o) Indebtedness in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business or consistent with past practice or industry practices;

(p) [Reserved];

(q) (i) Indebtedness secured by Other First Liens so long as immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 3.25 to 1.00; provided, that any Indebtedness outstanding under this clause (q)(i) shall be subject to Section 2.21(b)(vii); provided further, that the aggregate principal amount of Indebtedness outstanding under this clause (q)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(q)(i), Section 6.01(r)(i) and

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Section 6.01(s)(i) that are incurred by Subsidiaries other than the Loan Parties, the greater of $100,000,000 and 55% of Relevant EBITDA, and (ii) any Permitted Refinancing Indebtedness in respect thereof; provided further that (x) the final maturity date of such Indebtedness is on or after the Latest Maturity Date and (y) the Weighted Average Life to Maturity of such Indebtedness is greater than or equal to the Weighted Average Life to Maturity of the Class of Term Loans with the longest Weighted Average Life to Maturity;

(r) (i) Indebtedness secured by Junior Liens so long as immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than 4.25 to 1.00; provided, that the aggregate principal amount of Indebtedness outstanding under this clause (r)(i) at such time that is incurred by a Subsidiary other than a Subsidiary Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to Section 6.01(q)(i), this Section 6.01(r)(i) and Section 6.01(s)(i) that are incurred by Subsidiaries other than the Loan Parties, the greater of $100,000,000 and 55% of Relevant EBITDA, and (ii) any Permitted Refinancing Indebtedness in respect thereof; provided further that (x) the final maturity date of such Indebtedness is on or after the Latest Maturity Date; (y) the Weighted Average Life to Maturity of such Indebtedness is greater than or equal to the Weighted Average Life to Maturity of the Class of Term Loans with the longest Weighted Average Life to Maturity; and (z), the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default);

(s) (i) other Indebtedness so long as immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, the Net Total Leverage Ratio on a Pro Forma Basis is not greater than 5.60 to 1.00; provided, that the aggregate principal amount of Indebtedness outstanding under this clause (s)(i) at such time that is incurred by a Subsidiary other than a Loan Party shall not exceed, when taken together with the aggregate principal amount of any other Indebtedness outstanding pursuant to Section 6.01(q)(i), Section 6.01(r)(i) and this Section 6.01(s)(i) that are incurred by Subsidiaries other than the Loan Parties, the greater of $100,000,000 and 55% of Relevant EBITDA, and (ii) any Permitted Refinancing Indebtedness in respect thereof; provided, further that (x) the final maturity date of such Indebtedness is on or after the Latest Maturity Date; (y) the Weighted Average Life to Maturity of such Indebtedness is greater than or equal to the Weighted Average Life to Maturity of the Class of Term Loans with the longest Weighted Average Life to Maturity; and (z), the terms of such Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the Latest Maturity Date (other than customary offers to repurchase or mandatory prepayment provisions upon a change of control, asset sale or event of loss and customary acceleration rights after an event of default);

(t) Indebtedness of Subsidiaries that are not Loan Parties in an aggregate principal amount outstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(t), would not exceed the greater of $50,000,000 and 30% of Relevant EBITDA, and any Permitted Refinancing Indebtedness in respect thereof;

(u) Indebtedness incurred in the ordinary course of business in respect of obligations of Holdings or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedging Agreements;

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(v) Indebtedness representing deferred compensation to employees, consultants or independent contractors of Holdings (or, to the extent such work is done for Holdings or its Subsidiaries, any direct or indirect parent thereof) or any Subsidiary incurred in the ordinary course of business;

(w) Indebtedness in connection with Permitted Securitization Financings;

(x) obligations in respect of Cash Management Agreements;

(y) Refinancing Notes and any Permitted Refinancing Indebtedness incurred in respect thereof;

(z) Indebtedness in an aggregate principal amount outstanding not to exceed at the time of incurrence the Incremental Amount available at such time, provided that any such Indebtedness if in the form of term loans secured by liens ranking pari passu with liens securing the Term Loans shall be subject to the requirements of Section 2.21(b)(vii), and any Permitted Refinancing Indebtedness in respect thereof;

(aa) Guarantees of Indebtedness under customer financing lines of credit entered into in the ordinary course of business;

(bb) Indebtedness of, incurred on behalf of, or representing Guarantees of Indebtedness of, joint ventures in an aggregate principal amount that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 6.01(bb), would not exceed the greater of $50,000,000 and 30% of Relevant EBITDA, and any Permitted Refinancing Indebtedness in respect thereof;

(cc) Indebtedness issued by Holdings or any Subsidiary 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 any Parent Entity permitted by Section 6.06;

(dd) Indebtedness consisting of obligations of Holdings or any Subsidiary under deferred compensation or other similar arrangements incurred by such person in connection with the Transactions and Permitted Business Acquisitions and acquisitions permitted hereunder or any other Investment permitted hereunder;

(ee) Indebtedness of Holdings or any Subsidiary to or on behalf of any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising in the ordinary course of business in connection with the cash management operations (including with respect to intercompany self-insurance arrangements) of Holdings and its Subsidiaries;

(ff) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business;

(gg) Indebtedness supported by a Letter of Credit, in a principal amount not in excess of the stated amount of such Letter of Credit (or a letter of credit issued under any other revolving credit or letter of credit facility permitted by this Section 6.01);

(hh) (i) Indebtedness in respect of the Senior Unsecured Notes in an aggregate principal amount outstanding pursuant to this Section 6.01(hh)(i) not to exceed $250,000,000 and (ii) any Permitted Refinancing Indebtedness in respect thereof;

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(ii) (i) Indebtedness in respect of the Subordinated Unsecured Notes in an aggregate principal amount outstanding pursuant to this Section 6.01(ii)(i) not to exceed $150,000,000 and (ii) any Permitted Refinancing Indebtedness in respect thereof;

(jj) all premium (if any, including tender premiums) expenses, defeasance costs, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (ii) above or refinancings thereof; and

(kk) (i) (x) Indebtedness in respect of the AR Facility and (y) additional Indebtedness incurred in lieu thereof in an amount (when taken together with (A) the AR Facility and (B) any Permitted Refinancing Indebtedness incurred pursuant to clause (ii) of this paragraph which refinances Indebtedness incurred pursuant to this clause (y)) up to the greater of (A) $250,000,000 and (B) 140% of Relevant EBITDA and (ii) any Permitted Refinancing Indebtedness in respect of the foregoing clause (y), provided that any Indebtedness incurred pursuant to this clause (kk) may, without limitation, be in the form of one or more credit facilities (including any asset based credit facility) or other debt arrangement (a “Specified Facility”), and may be secured or otherwise supported by assets or property of Holdings and its Subsidiaries that would have constituted AR Priority Collateral or which otherwise would customarily secure an “asset–based” credit facility on a first priority basis (for purposes of this clause (kk), the “Specified Assets”), and by other assets which are not Specified Assets but which constitute Collateral on a second priority basis, and provided that, in the event that any Indebtedness incurred pursuant to this clause (kk) is to be secured by Liens on the Collateral, such Indebtedness shall be subject to, and the Administrative Agent agrees to enter into, an Intercreditor Agreement on customary terms reasonably satisfactory to the Administrative Agent with the agent, lender or other financing source providing such Indebtedness, and acknowledged and agreed by the applicable Loan Parties, providing that, among other things, (i) such Indebtedness will be secured by a first-priority lien on any Specified Assets senior to any Lien created under the Loan Documents in favor of the Administrative Agent for the benefit of the Secured Parties and (ii) if such Indebtedness will be secured by a lien on assets constituting Collateral which are not Specified Assets, then such Indebtedness will be secured by a second-priority lien on any Collateral other than Specified Assets, which Lien shall be junior to the Liens on such Collateral created under the Loan Documents in favor of the Administrative Agent for the benefit of the Secured Parties (a “Specified Intercreditor Agreement”); and

(ll) (i) any Indebtedness incurred in lieu of the CPC Facility in an amount (when taken together with any Permitted Refinancing Indebtedness incurred pursuant to clause (ii) of this paragraph) up to the peak amount of net accounts payable under the CPC Facility during the 365 day period ended on the date the CPC Facility is refinanced and (ii) any Permitted Refinancing Indebtedness incurred in respect of Indebtedness incurred pursuant to the foregoing clause (i), which Indebtedness incurred pursuant to this clause (ll) may, without limitation, be in the form of a Specified Facility, and which Indebtedness may be secured by first priority Liens on CPC Priority Collateral or other Specified Assets, and by second priority Liens on other Collateral, and provided that, in the event that any Specified Facility is to be secured by Liens on the Collateral, such Indebtedness shall be subject to, and the Administrative Agent agrees to enter into, a Specified Intercreditor Agreement (provided that, for purposes of this clause (ll), the Administrative Agent hereby agrees that, in determining whether the terms of any Specified Intercreditor Agreement are reasonably satisfactory thereto, the terms contained in the CPC Intercreditor Agreement shall be considered satisfactory to the extent that such Indebtedness is secured solely by Liens on assets which would have constituted CPC Priority Collateral).

For purposes of determining compliance with this Section 6.01 or Section 6.02, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) on or prior to the Closing Date, on the

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Closing Date and, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness) after the Closing Date, on the date on which such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums (including tender premiums), defeasance costs and other costs and expenses incurred in connection with such refinancing.

Further, for purposes of determining compliance with this Section 6.01, (A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a) through (ll) but may be permitted in part under any combination thereof and (B) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of permitted Indebtedness (or any portion thereof) described in Sections 6.01(a) through (ll), the Borrowers may, in their sole discretion, classify or reclassify, or later divide, classify or reclassify (as if incurred at such later time), such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 6.01 and will be entitled to only include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof) without giving pro forma effect to such item (or portion thereof) when calculating the amount of Indebtedness that may be incurred pursuant to any other clause; provided, that (x) all Indebtedness outstanding on the Closing Date under this Agreement shall at all times be deemed to have been incurred pursuant to clause (b) of this Section 6.01, (y) all Indebtedness outstanding on the Closing Date under the Senior Unsecured Notes shall at all times be deemed to have been incurred pursuant to clause (hh) of this Section 6.01, and (z) all Indebtedness outstanding on the Closing Date under the Subordinated Unsecured Notes shall at all times be deemed to have been incurred pursuant to clause (ii) of this Section 6.01. In addition, with respect to any Indebtedness that was permitted to be incurred hereunder on the date of such incurrence, any Increased Amount of such Indebtedness shall also be permitted hereunder after the date of such incurrence.

This Agreement will not treat (1) unsecured Indebtedness as subordinated or junior to secured Indebtedness merely because it is unsecured or (2) senior Indebtedness as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral.

Section 6.02 Liens. Create, incur, assume or permit to exist any Lien on any property or assets (including stock or other securities of any person) of Holdings, either Borrower or any Subsidiary at the time owned by it or on any income or revenues or rights in respect of any thereof, except the following (collectively, “Permitted Liens”):

(a) Liens on property or assets of Holdings and the Subsidiaries existing on the Closing Date (or created following the Closing Date pursuant to agreements in existence on the Closing Date requiring the creation of such Liens to the extent such agreements are set forth on Schedule 6.02(a)) and, to the extent securing Indebtedness in an aggregate principal amount in excess of $5,000,000, set forth on Schedule 6.02(a) and any modifications, replacements, renewals or extensions thereof; provided, that such Liens shall secure only those obligations that they secure on the Closing Date (and any Permitted Refinancing Indebtedness in respect of such obligations permitted by Section 6.01) and shall not subsequently apply to any other property or assets of Holdings or any Subsidiary other than (A) after-acquired property that is affixed or incorporated into the property covered by such Lien, and (B) proceeds and products thereof;

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(b) any Lien created under the Loan Documents (including Liens created under the Security Documents securing obligations in respect of Secured Hedge Agreements and Secured Cash Management Agreements) or permitted in respect of any Mortgaged Property by the terms of the applicable Mortgage;

(c) any Lien on any property or asset of Holdings or any Subsidiary securing Indebtedness or Permitted Refinancing Indebtedness permitted by Section 6.01(h); provided, that (i) in the case of Liens that do not extend to the Collateral, such Lien does not apply to any other property or assets of Holdings or any of the Subsidiaries not securing such Indebtedness at the date of the acquisition of such property or asset and accessions and additions thereto and proceeds and products thereof (other than after-acquired property required to be subjected to such Lien pursuant to the terms of such Indebtedness (and refinancings thereof)), (ii) in the case of Liens on the Collateral that are (or are intended to be) junior in priority to the Liens securing the Term B Loans, such Liens shall be subject to a Permitted Junior Intercreditor Agreement; provided, that in the case of Indebtedness secured by Junior Liens, the Net Secured Leverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger or consolidation, the incurrence of such Indebtedness and the use of proceeds thereof and any related transactions is not greater than 4.50 to 1.00; and (iii) in the case of Liens on the Collateral that are (or are intended to be) pari passu with the Liens on the Collateral securing the Term B Loans, such Liens shall be subject to a Permitted Pari Passu Intercreditor Agreement; provided, that in the case of Indebtedness secured by Other First Liens, the Net First Lien Leverage Ratio on a Pro Forma Basis immediately after giving effect to such acquisition, merger or consolidation, the incurrence of such Indebtedness and the use of proceeds thereof and any related transactions is not greater than 3.50 to 1.00;

(d) Liens for Taxes, assessments or other governmental charges or levies not yet delinquent by more than 30 days or that are being contested in compliance with Section 5.03;

(e) Liens imposed by law, such as landlord’s, carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s, supplier’s, construction or other like Liens, securing obligations that are not overdue by more than 30 days or that are being contested in good faith by appropriate proceedings and in respect of which, if applicable, Holdings or any Subsidiary shall have set aside on its books reserves in accordance with GAAP;

(f) (i) pledges and deposits and other Liens made in the ordinary course of business in compliance with the Federal Employers Liability Act or any other workers’ compensation, unemployment insurance and other social security laws or regulations and deposits securing liability to insurance carriers under insurance or self-insurance arrangements in respect of such obligations and (ii) pledges and deposits and other Liens securing liability for reimbursement or indemnification obligations of (including obligations in respect of letters of credit or bank guarantees for the benefit of) insurance carriers providing property, casualty or liability insurance to Holdings or any Subsidiary;

(g) deposits and other Liens to secure the performance of bids, trade contracts (other than for Indebtedness), leases (other than Capitalized Lease Obligations), statutory obligations, surety and appeal bonds, performance and return of money bonds, bids, leases, government contracts, trade contracts, agreements with utilities, and other obligations of a like nature (including letters of credit in lieu of any such bonds or to support the issuance thereof) incurred in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business;

(h) zoning restrictions, easements, survey exceptions, trackage rights, leases (other than Capitalized Lease Obligations), licenses, special assessments, rights-of-way, covenants, conditions,

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restrictions and declarations on or with respect to the use of Real Property, servicing agreements, development agreements, site plan agreements and other similar encumbrances incurred in the ordinary course of business and title defects or irregularities that are of a minor nature and that, individually or in the aggregate, do not interfere in any material respect with the ordinary conduct of the business of Holdings or any Subsidiary;

(i) Liens securing Indebtedness permitted by Section 6.01(i); provided, that such Liens do not apply to any property or assets of Holdings or any Subsidiary other than the property or assets acquired, leased, constructed, replaced, repaired or improved with such Indebtedness (or the Indebtedness Refinanced thereby) or sold in the applicable Sale and Lease-Back Transaction, and accessions and additions thereto, proceeds and products thereof, customary security deposits and related property; provided, further, that individual financings provided by one lender may be cross-collateralized to other financings provided by such lender (and its Affiliates) (it being understood that with respect to any Liens on the Collateral being incurred under this clause (i) to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens on such Collateral being incurred under this clause (i) to secure Permitted Refinancing Indebtedness shall also be Junior Liens);

(j) Liens arising out of Sale and Lease-Back Transactions permitted under Section 6.03, so long as such Liens attach only to the property sold and being leased in such transaction and any accessions and additions thereto or proceeds and products thereof and related property;

(k) Liens securing judgments that do not constitute an Event of Default under Section 7.01(j);

(l) Liens disclosed by the title insurance policies delivered on or subsequent to the Closing Date and pursuant to the Collateral and Guarantee Requirement, Section 5.10 or Schedule 5.12 and any replacement, extension or renewal of any such consensual Lien; provided, that such replacement, extension or renewal Lien shall not cover any property other than the property that was subject to such Lien prior to such replacement, extension or renewal; provided, further, that the Indebtedness and other obligations secured by such replacement, extension or renewal Lien are permitted by this Agreement;

(m) any interest or title of a lessor or sublessor under any leases or subleases entered into by Holdings or any Subsidiary in the ordinary course of business;

(n) Liens that are contractual rights of set-off (i) relating to the establishment of depository relations with banks and other financial institutions not given in connection with the issuance of Indebtedness, (ii) relating to pooled deposits, sweep accounts, reserve accounts or similar accounts of Holdings or any Subsidiary to permit satisfaction of overdraft or similar obligations incurred in the ordinary course of business of Holdings or any Subsidiary, including with respect to credit card charge-backs and similar obligations, or (iii) relating to purchase orders and other agreements entered into with customers, suppliers or service providers of Holdings or any Subsidiary in the ordinary course of business;

(o) Liens (i) arising solely by virtue of any statutory or common law provision relating to banker’s liens, rights of set-off or similar rights, (ii) attaching to commodity trading accounts or other commodity brokerage accounts incurred in the ordinary course of business, (iii) encumbering reasonable customary initial deposits and margin deposits and similar Liens attaching to brokerage accounts incurred in the ordinary course of business and not for speculative purposes, (iv) in respect of Third Party Funds or (v) in favor of credit card companies pursuant to agreements therewith;

(p) Liens securing obligations in respect of trade-related letters of credit, bankers’ acceptances or similar obligations permitted under Section 6.01(f), (k) or (o) and covering the property (or the documents of title in respect of such property) financed by such letters of credit, bankers’ acceptances or similar obligations and the proceeds and products thereof;

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(q) leases or subleases, licenses or sublicenses (including with respect to Intellectual Property) granted to others in the ordinary course of business and not interfering in any material respect with the business of Holdings and its Subsidiaries, taken as a whole;

(r) 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;

(s) Liens solely on any cash earnest money deposits made by Holdings or any of the Subsidiaries in connection with any letter of intent or purchase agreement in respect of any Investment permitted hereunder;

(t) (i) Liens with respect to property or assets of any Subsidiary that is not a Loan Party securing obligations of a Subsidiary that is not a Loan Party permitted under Section 6.01 and (ii) Liens with respect to property or assets of any person securing Indebtedness permitted under Section 6.01(bb) (it being understood that with respect to any Liens on the Collateral being incurred under this clause (t)(ii) to secure Permitted Refinancing Indebtedness, if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Junior Liens, then any Liens on such Collateral being incurred under this clause (t)(ii) to secure Permitted Refinancing Indebtedness shall also be Junior Liens);

(u) Liens on any amounts held by a trustee under any indenture or other debt agreement issued in escrow pursuant to customary escrow arrangements pending the release thereof, or under any indenture or other debt agreement pursuant to customary discharge, redemption or defeasance provisions;

(v) the prior rights of consignees and their lenders under consignment arrangements entered into in the ordinary course of business;

(w) agreements to subordinate any interest of Holdings or any Subsidiary in any accounts receivable or other proceeds arising from inventory consigned by Holdings or any of their Subsidiaries pursuant to an agreement entered into in the ordinary course of business;

(x) Liens arising from precautionary Uniform Commercial Code financing statements regarding operating leases or other obligations not constituting Indebtedness;

(y) Liens (i) on Equity Interests in joint ventures (A) securing obligations of such joint venture or (B) pursuant to the relevant joint venture agreement or arrangement and (ii) on Equity Interests in Unrestricted Subsidiaries;

(z) Liens on securities that are the subject of repurchase agreements constituting Permitted Investments under clause (c) of the definition thereof;

(aa) Liens in respect of Permitted Securitization Financings that extend only to the assets sold to or financed by the relevant Special Purpose Securitization Subsidiary;

(bb) Liens securing insurance premiums financing arrangements; provided, that such Liens are limited to the applicable unearned insurance premiums;

(cc) in the case of Real Property that constitutes a leasehold interest, any Lien to which the fee simple interest (or any superior leasehold interest) is subject;

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(dd) Liens securing Indebtedness or other obligation (i) of Holdings or a Subsidiary in favor of Holdings or any other Loan Party and (ii) of any Subsidiary that is not Loan Party in favor of any Subsidiary that is not a Loan Party;

(ee) Liens (i) on not more than $10,000,000 of deposits securing Hedging Agreements entered into for non-speculative purposes and (ii) on cash or Permitted Investments securing Hedging Agreements in the ordinary course of business submitted for clearing in accordance with applicable Requirements of Law;

(ff) Liens on goods or inventory the purchase, shipment or storage price of which is financed by a documentary letter of credit, bank guarantee or bankers’ acceptance issued or created for the account of Holdings or any Subsidiary in the ordinary course of business; provided, that such Lien secures only the obligations of Holdings or such Subsidiaries in respect of such letter of credit, bank guarantee or banker’s acceptance to the extent permitted under Section 6.01;

(gg) Liens on Collateral that are Junior Liens so long as immediately after giving effect to the incurrence of Indebtedness secured by such Junior Liens and the use of proceeds thereof, the Net Secured Leverage Ratio on a Pro Forma Basis is not greater than 4.25 to 1.00;

(hh) Liens on Collateral that are Other First Liens securing Other First Lien Debt incurred in the form of notes under an indenture, so long as immediately after giving effect to the incurrence of the Indebtedness secured by such Other First Liens and the use of proceeds thereof, the Net First Lien Leverage Ratio on a Pro Forma Basis is not greater than 3.25 to 1.00, provided that such Liens are subject to the provisions of a Permitted Pari Passu Intercreditor Agreement;

(ii) Liens on Collateral that are Other First Liens, so long as such Other First Liens secure Indebtedness incurred (other than to the extent incurred pursuant to Section 6.01(b) or 6.01(y)) in the form of notes under an indenture and permitted by Section 6.01(b), 6.01(h)(i)(x) (and Permitted Refinancing Indebtedness in respect thereof), 6.01(q), 6.01(y) or 6.01(z), provided that such Liens are subject to the provisions of a Permitted Pari Passu Intercreditor Agreement;

(jj) Liens arising out of conditional sale, title retention or similar arrangements for the sale or purchase of goods by Holdings or any of the Subsidiaries in the ordinary course of business;

(kk) Liens to secure any Indebtedness issued or incurred to Refinance (or successive Indebtedness issued or incurred for subsequent Refinancings) as a whole, or in part, any Indebtedness secured by any Lien permitted by this Section 6.02; provided, however, that (v) with respect to any Liens on the Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) are Junior Liens, then such Liens on such Collateral being incurred under this clause (kk) shall also be Junior Liens, (w) with respect to any Liens on the Collateral being incurred under this clause (kk), if Liens on the Collateral securing the Indebtedness being Refinanced (if any) were Other First Liens, then such Liens on such Collateral being incurred under this clause (kk) may also be Other First Liens (provided that such Liens are subject to the provisions of a Permitted Pari Passu Intercreditor Agreement), as applicable, (x), other than Liens contemplated by the foregoing clauses (v) and (w), such new Lien shall be limited to all or part of the same type of property that secured the original Lien (plus improvements on and accessions to such property, proceeds and products thereof, customary security deposits and any other assets pursuant to after-acquired property clauses to the extent such assets secured (or would have secured) the Indebtedness being Refinanced), (y) the Indebtedness secured by such Lien at such time is not increased to any amount greater than the sum of (A) the outstanding principal amount (or accreted value, if applicable) or, if greater, committed amount of the applicable Indebtedness at the time the original Lien became a Lien permitted hereunder, (B) unpaid accrued interest and premium (including tender premiums) and (C) an amount necessary to pay any associated underwriting discounts, defeasance

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costs, fees, commissions and expenses, and (z) on the date of the incurrence of the Indebtedness secured by such Liens, the grantors of any such Liens shall be no different from the grantors of the Liens securing the Indebtedness being Refinanced or grantors that would have been obligated to secure such Indebtedness or a Loan Party;

(ll) other Liens with respect to property or assets of Holdings or any Subsidiary securing obligations in an aggregate outstanding principal amount that, immediately after giving effect to the incurrence of such Liens, would not exceed the greater of $60,000,000 and 35% of Relevant EBITDA;

(mm) Liens (x) on the CPC Priority Collateral securing obligations under the CPC Facility, subject to the CPC Intercreditor Agreement and (y) securing Indebtedness permitted by Section 6.01(kk);

(nn) Liens securing Indebtedness permitted by Section 6.01(ll); and

(oo) Liens securing accounts payable facilities or other similar inventory financing facilities (an “AP Facility”), provided that such Liens shall apply solely to inventory, accounts receivables relating to such inventory and other assets relating to the applicable inventory and/or accounts payable financed by such AP Facility (including other assets of the same type and nature as the CPC Priority Collateral) (“AP Facility Assets”), and in connection therewith, the Administrative Agent agrees to enter into an Intercreditor Agreement on customary terms reasonably satisfactory to the Administrative Agent (provided that, for purposes of this clause (oo), the Administrative Agent hereby agrees that, in determining whether the terms of any such Intercreditor Agreement are reasonably satisfactory thereto, the terms contained in the CPC Intercreditor Agreement shall be considered satisfactory), with the financing source providing such AP Facility, and acknowledged and agreed by the applicable Loan Parties, providing that, among other things, such AP Facility will be secured by a first-priority lien on any AP Facility Assets senior to any Lien created under the Loan Documents in favor of the Administrative Agent for the benefit of the Secured Parties.

For purposes of determining compliance with this Section 6.02, a Lien securing an item of Indebtedness need not be permitted solely by reference to one category of permitted Liens (or any portion thereof) described in Sections 6.02(a) through (nn) but may be permitted in part under any combination thereof.

Section 6.03 Sale and Lease-Back Transactions. Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter, as part of such transaction, rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property being sold or transferred (a “Sale and Lease-Back Transaction”); provided, that a Sale and Lease-Back Transaction shall be permitted (a) with respect to (i) Excluded Property, (ii) property owned by Holdings or any other Loan Party that is acquired after the Closing Date so long as such Sale and Lease-Back Transaction is consummated within 365 days of the acquisition of such property or (iii) property owned by Holdings and any Subsidiary that is not a Loan Party regardless of when such property was acquired, and (b) with respect to any other property owned by Holdings or any other Loan Party, (x) if such Sale and Lease-Back Transaction is of property owned by Holdings or any other Loan Party as of the Closing Date, the Net Proceeds therefrom are used to prepay the Term Loans to the extent required by Section 2.11(b) and (y) with respect to any Sale and Lease-Back Transaction pursuant to this clause (b) with Net Proceeds in excess of $25,000,000 in the aggregate, the requirements of the last paragraph of Section 6.05 shall apply to such Sale and Lease-Back Transaction to the extent provided therein.

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Section 6.04 Investments, Loans and Advances. (i) Purchase or acquire (including pursuant to any merger with a person that is not a Wholly Owned Subsidiary immediately prior to such merger) any Equity Interests, evidences of Indebtedness or other securities of any other person, (ii) make any loans or advances to or Guarantees of the Indebtedness of any other person (other than in respect of (A) intercompany liabilities incurred in connection with the cash management, tax and accounting operations of Holdings and the Subsidiaries and (B) intercompany loans, advances or Indebtedness having a term not exceeding 364 days (inclusive of any roll-overs or extensions of terms) and made in the ordinary course of business or consistent with industry practices), or (iii) purchase or otherwise acquire, in one transaction or a series of related transactions, (x) all or substantially all of the property and assets or business of another person or (y) assets constituting a business unit, line of business or division of such person (each of the foregoing, an “Investment”), except:

(a) the Transactions;

(b) (i) Investments by Holdings or any Subsidiary in the Equity Interests of Holdings or any Subsidiary; (ii) intercompany loans from Holdings or any Subsidiary to Holdings or any Subsidiary; and (iii) Guarantees by Holdings or any Subsidiary of Indebtedness otherwise permitted hereunder of Holdings or any Subsidiary; provided, that as at any date of determination, the aggregate outstanding amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) of (A) Investments made after the Closing Date by the Loan Parties pursuant to subclause (i) in Subsidiaries that are not Loan Parties, plus (B) net outstanding intercompany loans made after the Closing Date by the Loan Parties to Subsidiaries that are not Loan Parties pursuant to subclause (ii), plus (C) outstanding Guarantees by the Loan Parties of Indebtedness after the Closing Date of Subsidiaries that are not Loan Parties pursuant to subclause (iii) (excluding for purposes of the calculation in this proviso any Investment made at a time when, immediately after giving effect thereto, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed 3.00 to 1.00, which Investment shall be permitted under this Section 6.04(b) without regard to such calculation), shall not, when taken together with Investments by Loan Parties in Subsidiaries that are not Loan Parties pursuant to Section 6.04(c), exceed the sum of (X) the greater of (1) $75,000,000 and (2) 45% of Relevant EBITDA plus (Y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment;

(c) Permitted Investments and Investments that were Permitted Investments when made;

(d) Investments arising out of the receipt by Holdings or any Subsidiary of non-cash consideration for the Disposition of assets permitted under Section 6.05;

(e) loans and advances to officers, directors, employees or consultants of Holdings or any Subsidiary (i) in the ordinary course of business in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the greater of $20,000,000 and 15% of Relevant EBITDA, (ii) in respect of payroll payments and expenses in the ordinary course of business and (iii) in connection with such person’s purchase of Equity Interests of Holdings (or any Parent Entity) solely to the extent that the amount of such loans and advances shall be contributed to either Borrower in cash as common equity;

(f) accounts receivable, security deposits and prepayments arising and trade credit granted in the ordinary course of business and any assets or securities received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss and any prepayments and other credits to suppliers made in the ordinary course of business;

(g) Hedging Agreements entered into for non-speculative purposes;

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(h) Investments existing on, or contractually committed as of, the Closing Date and set forth on Schedule 6.04 and any extensions, renewals, replacements or reinvestments thereof, so long as the aggregate amount of all Investments pursuant to this clause (h) is not increased at any time above the amount of such Investment existing or committed on the Closing Date (other than pursuant to an increase as required by the terms of any such Investment as in existence on the Closing Date or as otherwise permitted by this Section 6.04);

(i) Investments resulting from pledges and deposits under Sections 6.02(f), (g), (o), (r), (s), (ee) and (ll);

(j) other Investments by Holdings or any Subsidiary in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write-downs or write-offs thereof) not to exceed the sum of (X) the greater of $100,000,000 and 60% of Relevant EBITDA, plus (Y) any portion of the Cumulative Credit on the date of such election that the Borrower Representative elects to apply to this Section 6.04(j)(Y) in a written notice of a Responsible Officer thereof or of either Borrower, which notice shall set forth calculations in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied, and plus (Z) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment pursuant to clause (X); provided, that if any Investment pursuant to this Section 6.04(j) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of Holdings, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and not in reliance on this Section 6.04(j);

(k) Investments constituting Permitted Business Acquisitions;

(l) intercompany loans between Subsidiaries that are not Loan Parties and Guarantees by Subsidiaries that are not Loan Parties permitted by Section 6.01(m);

(m) Investments received in connection with the bankruptcy or reorganization of, or settlement of delinquent accounts and disputes with or judgments against, customers and suppliers, in each case in the ordinary course of business or Investments acquired by Holdings or a Subsidiary as a result of a foreclosure by Holdings or any of the Subsidiaries with respect to any secured Investments or other transfer of title with respect to any secured Investment in default;

(n) Investments of a Subsidiary acquired after the Closing Date or of a person merged into Holdings or either Borrower or merged into or consolidated with a Subsidiary after the Closing Date, in each case, (i) to the extent such acquisition, merger or consolidation is permitted under this Section 6.04, (ii) in the case of any acquisition, merger or consolidation, in accordance with Section 6.05 and (iii) to the extent that such Investments were not made in contemplation of or in connection with such acquisition, merger or consolidation and were in existence on the date of such acquisition, merger or consolidation;

(o) acquisitions by Holdings or either Borrower of obligations of one or more officers or other employees of Holdings, any Parent Entity, either Borrower or its Subsidiaries in connection with such officer’s or employee’s acquisition of Equity Interests of Holdings or any Parent Entity, so long as no cash is actually advanced by Holdings or any of the Subsidiaries to such officers or employees in connection with the acquisition of any such obligations;

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(p) Guarantees by Holdings or any Subsidiary of operating leases (other than Capitalized Lease Obligations) or of other obligations that do not constitute Indebtedness, in each case entered into by Holdings or any Subsidiary in the ordinary course of business;

(q) Investments to the extent that payment for such Investments is made with Equity Interests of either Borrower, Holdings or any Parent Entity; provided, that the issuance of such Equity Interests are not included in any determination of the Cumulative Credit, any Excluded Contribution or any Cure Amount;

(r) Investments in the Equity Interests of one or more newly formed persons that are received in consideration of the contribution by Holdings, either Borrower or the applicable Subsidiary of assets (including Equity Interests and cash) to such person or persons; provided, that (i) the fair market value of such assets, determined in good faith by Holdings, so contributed pursuant to this clause (r) shall not in the aggregate exceed $10,000,000 and (ii) in respect of each such contribution, a Responsible Officer of the Borrower Representative shall certify, in a form to be agreed upon by Holdings and the Administrative Agent (x) immediately after giving effect to such contribution, no Default or Event of Default shall have occurred and be continuing or would result therefrom, (y) the fair market value (as determined in good faith by Holdings) of the assets so contributed and (z) that the requirements of clause (i) of this proviso remain satisfied;

(s) Investments consisting of Restricted Payments permitted under Section 6.06;

(t) Investments in the ordinary course of business consisting of Uniform Commercial Code Article 3 endorsements for collection or deposit and Uniform Commercial Code Article 4 customary trade arrangements with customers;

(u) Investments in Subsidiaries that are not Loan Parties after giving effect to the applicable Investments, in an aggregate outstanding amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) not to exceed, when taken together with Investments in Subsidiaries that are not Loan Parties pursuant to Section 6.04(b), (excluding for purposes of this calculation any Investment made at a time when, immediately after giving effect thereto, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed 3.00 to 1.00, which Investment shall be permitted under this Section 6.04(u) without regard to such calculation), the sum of (x) the greater of $75,000,000 and 45% of Relevant EBITDA in the aggregate plus (y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of Investments theretofore made pursuant to this Section 6.04(u);

(v) Guarantees permitted under Section 6.01 (except to the extent such Guarantee is expressly subject to this Section 6.04);

(w) advances in the form of a prepayment of expenses, so long as such expenses are being paid in accordance with customary trade terms of Holdings or such Subsidiary;

(x) Investments by Holdings and its Subsidiaries, including loans to any direct or indirect parent of Holdings, if Holdings or any other Subsidiary would otherwise be permitted to make a Restricted Payment in such amount (provided, that the amount of any such Investment shall also be deemed to be a Restricted Payment under the appropriate clause of Section 6.06 for all purposes of this Agreement);

(y) Investments consisting of Securitization Assets or arising as a result of Permitted Securitization Financings;

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(z) Investments consisting of the licensing or contribution of Intellectual Property pursuant to joint marketing or other arrangements with other persons;

(aa) to the extent constituting Investments, purchases and acquisitions of inventory, supplies, materials and equipment or purchases of contract rights or licenses or leases of Intellectual Property in each case in the ordinary course of business;

(bb) Investments received substantially contemporaneously in exchange for Equity Interests of either Borrower, Holdings or any Parent Entity; provided, that the issuance of such Equity Interests are not included in any determination of the Cumulative Credit, any Excluded Contribution or any Cure Amount;

(cc) Investments made after the Closing Date in joint ventures; provided that the aggregate outstanding amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) of Investments made after the Closing Date pursuant to this Section 6.04(cc) (excluding for purposes of the calculation in this proviso any Investment made at a time when, immediately after giving effect thereto, the Net First Lien Leverage Ratio on a Pro Forma Basis would not exceed 3.00 to 1.00, which Investment shall be permitted under this Section 6.04(cc) without regard to such calculation) shall not exceed the sum of (X) the greater of $50,000,000 and 30% of Relevant EBITDA, plus (Y) an aggregate amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, that if any Investment pursuant to this Section 6.04(cc) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower Representative, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and not in reliance on this Section 6.04(cc);

(dd) Investments in Similar Businesses in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed the sum of (X) the greater of $55,000,000 and 35% of Relevant EBITDA plus (Y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, that if any Investment pursuant to this Section 6.04(dd) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower Representative, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and not in reliance on this Section 6.04(dd);

(ee) Investments in any Unrestricted Subsidiaries after giving effect to the applicable Investments, in an aggregate outstanding amount (valued at the time of the making thereof, and without giving effect to any write downs or write offs thereof) not to exceed the sum of (X) the greater of $50,000,000 and 30% of Relevant EBITDA plus (Y) an amount equal to any returns (including dividends, interest, distributions, returns of principal, profits on sale, repayments, income and similar amounts) actually received in respect of any such Investment; provided, that if any Investment pursuant to this Section 6.04(ee) is made in any person that was not a Subsidiary on the date on which such Investment was made but becomes a Subsidiary thereafter, then such Investment may, at the option of the Borrower Representative, upon such person becoming a Subsidiary and so long as such person remains a Subsidiary, be deemed to have been made pursuant to Section 6.04(b) (to the extent permitted by the proviso thereto in the case of any Subsidiary that is not a Loan Party) and not in reliance on this Section 6.04(ee); and

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(ff) Investments made pursuant to the Merger Agreement.

The amount of Investments that may be made at any time pursuant to Section 6.04(b), 6.04(j) or 6.04(dd) (such Sections, the “Related Sections”) may, at the election of the Borrower Representative, be increased by the amount of Investments that could be made at such time under the other Related Section; provided, that the amount of each such increase in respect of one Related Section shall be treated as having been used under the other Related Section.

Any Investment in any person other than Holdings or another Loan Party that is otherwise permitted by this Section 6.04 may be made through intermediate Investments in Subsidiaries that are not Loan Parties and such intermediate Investments shall be disregarded for purposes of determining the outstanding amount of Investments pursuant to any clause set forth above. The amount of any Investment made other than in the form of cash or cash equivalents shall be the fair market value thereof (as determined by the Borrower Representative in good faith) valued at the time of the making thereof, and without giving effect to any subsequent write-downs or write-offs thereof.

Notwithstanding anything to the contrary in this Agreement, Holdings and its Subsidiaries shall not make any Investments in Unrestricted Subsidiaries or other Investments in any Affiliates of Holding to the extent the proceeds of such Investments are utilized by such Unrestricted Subsidiary or such Affiliate for the purpose of making a distribution to or otherwise transferring funds to the Fund or any Fund Affiliate on account of any Subordinated Indebtedness or any Equity Interests of Holdings or any direct or indirect parent of Holdings (a) at any time during the 12-month period following the Closing Date and (b) at any time after the 12-month period following the Closing Date, unless the Net Total Leverage Ratio of Holdings is less than 4.50 to 1.00 on a Pro Forma Basis.

Section 6.05 Mergers, Consolidations, Sales of Assets and Acquisitions. Merge into or consolidate with any other person, or permit any other person to merge into or consolidate with it, or Dispose of (in one transaction or in a series of related transactions) all or any part of its assets (whether now owned or hereafter acquired), or Dispose of any Equity Interests of any Subsidiary, or purchase, lease or otherwise acquire (in one transaction or a series of related transactions) all of the assets of any other person or division or line of business of a person, except that this Section 6.05 shall not prohibit:

(a) (i) the purchase and Disposition of inventory, or, in the case of Foreign Subsidiaries, the sale of receivables pursuant to non-recourse factoring arrangements, in each case in the ordinary course of business by Holdings or any Subsidiary, (ii) the acquisition or lease (pursuant to an operating lease) of any other asset in the ordinary course of business by Holdings or any Subsidiary or, with respect to operating leases, otherwise for fair market value on market terms (as determined in good faith by the Borrower Representative), (iii) the Disposition of surplus, obsolete, damaged or worn out equipment or other property in the ordinary course of business by Holdings or any Subsidiary, (iv) assignments by Holdings and any Subsidiary in connection with insurance arrangements of their rights and remedies under, and with respect to, the Merger Agreement in respect of any breach by the Company of its representations and warranties set forth therein or (v) the Disposition of Permitted Investments in the ordinary course of business;

(b) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, (i) the merger or consolidation of any Subsidiary (other than a Borrower (unless such entity has been designated as no longer being a Borrower in accordance with Section 9.24)) with or into either Borrower in a transaction in which the applicable Borrower is the survivor, (ii) the merger or consolidation of any Subsidiary (other than a Borrower (unless such entity has been designated as no longer being a Borrower in accordance with Section 9.24)) with or into any Loan Party in a transaction in which the surviving or resulting entity is or becomes a Loan Party and, in the case of each of clauses (i) and (ii), no person other than the Borrowers or another

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Loan Party receives any consideration (unless otherwise permitted by Section 6.04), (iii) the merger or consolidation of any Subsidiary that is not a Loan Party with or into any other Subsidiary that is not a Loan Party, (iv) the liquidation or dissolution or change in form of entity of any Subsidiary (other than a Borrower (unless such entity has been designated as no longer being a Borrower in accordance with Section 9.24)) if the Borrower Representative reasonably determines in good faith that such liquidation, dissolution or change in form is in the best interests of Holdings and its Subsidiaries taken as a whole and is not materially disadvantageous to the Lenders, (v) any Subsidiary (other than a Borrower (unless such entity has been designated as no longer being a Borrower in accordance with Section 9.24)) may merge or consolidate with any other person in order to effect an Investment permitted pursuant to Section 6.04 so long as the continuing or surviving person shall be a Subsidiary (unless otherwise permitted by Section 6.04), which shall be a Loan Party if the merging or consolidating Subsidiary was a Loan Party and which together with each of its Subsidiaries shall have complied with any applicable requirements of Section 5.10 or (vi) any Subsidiary (other than a Borrower (unless such entity has been designated as no longer being a Borrower in accordance with Section 9.24)) may merge or consolidate with any other person in order to effect an Asset Sale otherwise permitted pursuant to this Section 6.05;

(c) Dispositions to Holdings or a Subsidiary (upon voluntary liquidation or otherwise); provided, that any Dispositions by a Loan Party to a Subsidiary that is not a Loan Party in reliance on this clause (c) shall be made in compliance with Section 6.07;

(d) Sale and Lease-Back Transactions permitted by Section 6.03;

(e) (i) Investments permitted by Section 6.04, Permitted Liens, and Restricted Payments permitted by Section 6.06 and (ii) any Disposition made pursuant to the Merger Agreement;

(f) Dispositions of defaulted receivables in the ordinary course of business and not as part of an accounts receivables financing transaction;

(g) other Dispositions of assets; provided, that the Net Proceeds thereof, if any, are applied in accordance with Section 2.11(b) to the extent required thereby;

(h) Permitted Business Acquisitions (including any merger, consolidation or amalgamation in order to effect a Permitted Business Acquisition); provided, that following any such merger, consolidation or amalgamation involving the Company, the Company is the surviving entity or the requirements of Section 6.05(n) are otherwise complied with;

(i) leases, licenses or subleases or sublicenses of any real or personal property in the ordinary course of business;

(j) Dispositions of inventory or Dispositions or abandonment of Intellectual Property of Holdings and its Subsidiaries determined in good faith by the management of Holdings to be no longer useful or necessary in the operation of the business of Holdings or any of the Subsidiaries;

(k) acquisitions and purchases made with the proceeds of any Asset Sale pursuant to the first proviso of clause (a) of the definition of “Net Proceeds”;

(l) the purchase and Disposition (including by capital contribution) of Securitization Assets pursuant to Permitted Securitization Financings, including AR Priority Collateral pursuant to the AR Facility;

(m) any exchange of assets for services and/or other assets of comparable or greater value; provided, that (i) at least 90% of the consideration received by the transferor consists of assets that

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will be used in a business or business activity permitted hereunder, (ii) in the event of a swap with a fair market value (as determined in good faith by the Borrower Representative) in excess of $10,000,000, the Administrative Agent shall have received a certificate from a Responsible Officer of the Borrower Representative with respect to such fair market value and (iii) in the event of a swap with a fair market value (as determined in good faith by the Borrower Representative) in excess of $15,000,000, such exchange shall have been approved by at least a majority of the Board of Directors of Holdings or the Company; provided, further, that (A) no Default or Event of Default exists or would result therefrom, (B) the Net Proceeds, if any, thereof are applied in accordance with Section 2.11(b) to the extent required thereby and (C) with respect to any exchange of assets for services, immediately after giving effect thereto, Holdings shall be in Pro Forma Compliance; and

(n) if at the time thereof and immediately after giving effect thereto no Event of Default shall have occurred and be continuing or would result therefrom, any Subsidiary (other than a Borrower (unless such entity has been designated as no longer being a Borrower in accordance with Section 9.24)) or any other person may be merged, amalgamated or consolidated with or into either Borrower, provided that (A) such Borrower shall be the surviving entity or (B) if the surviving entity is not such Borrower (such other person, the “Successor Borrower”), (1) the Successor Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (2) the Successor Borrower shall expressly assume all the obligations of such Borrower under this Agreement and the other Loan Documents pursuant to a supplement hereto or thereto in form reasonably satisfactory to the Administrative Agent, (3) each Guarantor, unless it is the other party to such merger or consolidation, shall have by a supplement to the Guarantee Agreement, as applicable, confirmed that its guarantee thereunder shall apply to any Successor Borrower’s obligations under this Agreement, (4) each Loan Party, unless it is the other party to such merger or consolidation, shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its guarantee as reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property, unless it is the other party to such merger or consolidation, shall have affirmed that its obligations under the applicable Mortgage shall apply to its guarantee as reaffirmed pursuant to clause (3) and (6) the Successor Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such merger or consolidation does not violate this Agreement or any other Loan Document and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such merger or consolidation does not violate this Agreement or any other Loan Document and covering such other matters as are contemplated by the Collateral and Guarantee Requirement to be covered in opinions of counsel (it being understood that if the foregoing are satisfied, the Successor Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement); provided, further, that (i) giving effect to any merger, amalgamation or consolidation permitted pursuant to this clause (n) could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (ii) assets of such successor Borrower to the extent constituting Collateral shall be secured by perfected Liens to the same extent and with the same priority as immediately prior to such merger, amalgamation or consolidation.

Notwithstanding anything to the contrary contained in Section 6.05 above, no Disposition of assets under Section 6.05(g) or, solely with respect to Sale and Lease-Back Transactions referred to in clause (b)(y) of Section 6.03, under Section 6.05(d), shall be permitted unless (i) such Disposition is for fair market value (as determined in good faith by the Borrower Representative) or, if not for fair market value, the shortfall is permitted as an Investment under Section 6.04, and (ii) at least 75% of the proceeds of such Disposition (except to Loan Parties) consist of cash or Permitted Investments; provided, that the provisions of this clause (ii) shall not apply to any individual transaction or series of related transactions involving assets with a fair market value (as determined in good faith by the Borrower Representative) of less than $15,000,000 or to other transactions involving assets with a fair market value (as determined in good faith by the Borrower Representative) of not more than the greater of $50,000,000 and 30% of Relevant EBITDA in the aggregate for all such transactions during the term of this Agreement; provided, further, that

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for purposes of this clause (ii), each of the following shall be deemed to be cash: (a) the amount of any liabilities (as shown on Holdings’ or such Subsidiary’s most recent balance sheet or in the notes thereto) that are assumed by the transferee of any such assets or are otherwise cancelled in connection with such transaction, (b) any notes or other obligations or other securities or assets received by Holdings or such Subsidiary from the transferee that are converted by Holdings or such Subsidiary into cash within 180 days after receipt thereof (to the extent of the cash received) and (c) any Designated Non-Cash Consideration received by Holdings or any of its Subsidiaries in such Disposition having an aggregate fair market value (as determined in good faith by the Borrower Representative), taken together with all other Designated Non-Cash Consideration received pursuant to this clause (c) , not to exceed the greater of $50,000,000 and 30% of Relevant EBITDA in the aggregate for all such designations during the term this Agreement (with the fair market value of each item of Designated Non-Cash Consideration being measured at the time received and without giving effect to subsequent changes in value).

Section 6.06 Dividends and Distributions. Declare or pay any dividend or make any other distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to purchase or acquire) any of Holdings’ Equity Interests or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the person redeeming, purchasing, retiring or acquiring such shares) (all of the foregoing, “Restricted Payments”); provided, however, that:

(a) Restricted Payments may be made to Holdings or any Wholly Owned Subsidiary of Holdings (or, in the case of non-Wholly Owned Subsidiaries, to Holdings or any Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of Equity Interests of such Subsidiary on a pro rata basis (or more favorable basis from the perspective of Holdings or such Subsidiary) based on their relative ownership interests);

(b) Restricted Payments may be made in respect of (i) overhead, legal, accounting and other professional fees and expenses of Holdings or any Parent Entity, (ii) fees and expenses related to any public offering or private placement of Equity Interests or debt securities of Holdings or any Parent Entity whether or not consummated, (iii) franchise and similar taxes and other fees and expenses in connection with the maintenance of its (and any Parent Entity’s) existence and its (or any Parent Entity’s indirect) ownership of Holdings, (iv) payments permitted by Section 6.07(b) (other than Section 6.07(b)(vii)), (v) Permitted Tax Distributions, and (vi) customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of Holdings or any Parent Entity, in each case in order to permit Holdings or any Parent Entity to make such payments; provided, that in the case of subclauses (i) and (iii), the amount of such Restricted Payments shall not exceed the portion of any amounts referred to in such subclauses (i) and (iii) that are allocable to Holdings and its Subsidiaries (which shall be 100% at any time that any Parent Entity owns directly or indirectly no material assets other than Equity Interests in Holdings and any other Parent Entity that owns no material assets other than Equity Interests in Holdings and assets incidental to such equity ownership);

(c) Restricted Payments by Holdings the proceeds of which are used (directly or indirectly by way of Restricted Payments to any Parent Entity) to purchase or redeem the Equity Interests of Holdings or any such Parent Entity (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers or employees of any Parent Entity, Holdings, the Borrowers or any of the Subsidiaries or by any Plan or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related rights were issued; provided, that the

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aggregate amount of such purchases or redemptions under this clause (c) shall not exceed in any fiscal year $20,000,000 (which shall increase to $40,000,000 subsequent to a Qualified IPO) plus (x) the amount of net proceeds received by or contributed to Holdings that were received by Holdings or any Parent Entity during such calendar year from sales of Equity Interests of Holdings or any Parent Entity to directors, consultants, officers, or employees of Holdings, any Parent Entity, the Borrowers or any Subsidiary in connection with permitted employee compensation and incentive arrangements; provided, that such proceeds are not included in any determination of the Cumulative Credit or as part of any Excluded Contribution, (y) the amount of net proceeds of any key-man life insurance policies received during such calendar year, and (z) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of Holdings, any Parent Entity, the Borrowers or the Subsidiaries in connection with the Transactions that are foregone in return for the receipt of Equity Interests, which aggregate amount to the extent not used in any year, may be carried forward to any subsequent calendar year; and provided, further, that cancellation of Indebtedness owing to Holdings or any Subsidiary from members of management of Holdings, any Parent Entity, the Borrowers or the Subsidiaries in connection with a repurchase of Equity Interests of Holdings or any Parent Entity will not be deemed to constitute a Restricted Payment for purposes of this Section 6.06;

(d) any person may make non-cash repurchases of Equity Interests deemed to occur upon exercise or settlement of stock options or other equity-based awards if such Equity Interests represent a portion of the exercise price of, or withholding obligation with respect to, such options or other equity-based awards;

(e) Restricted Payments may be made in an aggregate amount equal to a portion of the Cumulative Credit on the date of such election that the Borrower Representative elects to apply to this Section 6.06(e), which such election shall (unless such Restricted Payment is made pursuant to clause (a) of the definition of Cumulative Credit) be set forth in a written notice of a Responsible Officer of the Borrower Representative, which notice shall set forth calculations in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided, that no Event of Default shall have occurred and be continuing; provided, further, that with respect to Restricted Payments to be made to the Fund or any Fund Affiliate, the Net Total Leverage Ratio on a Pro Forma Basis immediately after giving effect to any use of the Cumulative Credit pursuant to this clause (e) is not greater than 4.50 to 1.00;

(f) Restricted Payments may be made in connection with the consummation of the Transactions, including the payment of the appraised value of any Appraisal Shares (as defined in the Merger Agreement) in accordance with the Merger Agreement;

(g) Restricted Payments may be made to pay, or to allow Holdings or any Parent Entity to make payments, in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such person;

(h) after a Qualified IPO, Restricted Payments may be made to pay, or to allow Holding or any Parent Entity to pay, dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an amount per annum no greater than 6.0% of the Market Capitalization;

(i) Restricted Payments may be made to Holdings or any Parent Entity to finance any Investment that if made by Holdings or any Subsidiary directly would be permitted to be made pursuant to Section 6.04; provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to Holdings or a Subsidiary or (2) the merger, consolidation or amalgamation (to the extent permitted in Section 6.05) of the person formed or acquired into Holdings or a Subsidiary in order to consummate such Permitted Business Acquisition or Investment, in each case, in accordance with the requirements of Section 5.10;

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(j) other Restricted Payments may be made in an aggregate amount not to exceed $50,000,000; provided, that no Event of Default shall have occurred and be continuing; provided, further, that with respect to Restricted Payments to be made to the Fund or any Fund Affiliate, the Net Total Leverage Ratio on a Pro Forma Basis immediately after giving effect to such Restricted Payments pursuant to this clause (j) is not greater than 4.50 to 1.00;

(k) [reserved]; and

(l) Restricted Payments may be made with Excluded Contributions.

Notwithstanding anything herein to the contrary, the foregoing provisions of Section 6.06 will not prohibit the payment of any Restricted Payment or the consummation of any redemption, purchase, defeasance or other payment within 60 days after the date of declaration thereof or the giving of notice, as applicable, if at the date of declaration or the giving of such notice such payment would have complied with the provisions of this Agreement.

Section 6.07 Transactions with Affiliates. (a) Sell or transfer any property or assets to, or purchase or acquire any property or assets from, or otherwise engage in any other transaction with, any of its Affiliates (other than Holdings, and the Subsidiaries or any person that becomes a Subsidiary as a result of such transaction) in a transaction (or series of related transactions) involving aggregate consideration in excess of $20,000,000, unless such transaction is upon terms that are substantially no less favorable to Holdings or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate, as determined by the Board of Directors of Holdings or such Subsidiary in good faith.

(b) The foregoing clause (a) shall not prohibit, to the extent otherwise permitted under this Agreement,

(i) any issuance of securities, or other payments, awards or grants in cash, securities or otherwise pursuant to, or the funding of, employment arrangements, equity purchase agreements, stock options and stock ownership plans approved by the Board of Directors of Holdings or of either Borrower,

(ii) loans or advances to employees or consultants of Holdings (or any Parent Entity), the Borrowers or any of the Subsidiaries in accordance with Section 6.04(e),

(iii) transactions among Holdings or any Subsidiary or any entity that becomes a Subsidiary as a result of such transaction (including via merger, consolidation or amalgamation in which Holdings or a Subsidiary is the surviving entity),

(iv) the payment of fees, reasonable out-of-pocket costs and indemnities to directors, officers, consultants and employees of Holdings, any Parent Entity, the Borrowers and the Subsidiaries in the ordinary course of business (limited, in the case of any Parent Entity, to the portion of such fees and expenses that are allocable to Holdings and its Subsidiaries (which (x) shall be 100% for so long as such Parent Entity that owns no material assets other than Equity Interests in Holdings, as the case may be, owns no material assets other than the Equity Interests in Holdings and assets incidental to the ownership of its Subsidiaries and (y) in all other cases shall be as determined in good faith by management of Holdings)),

(v) subject to the limitations set forth in Section 6.07(b)(xiv), if applicable, the Transactions and any transactions pursuant to the Transaction Documents and permitted transactions, agreements and arrangements in existence on the Closing Date and, to the extent

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involving aggregate consideration in excess of $5,000,000, set forth on Schedule 6.07 or any amendment thereto or replacement thereof or similar arrangement to the extent such amendment, replacement or arrangement is not adverse to the Lenders when taken as a whole in any material respect (as determined by the Borrower Representative in good faith),

(vi) (A) any employment agreements entered into by Holdings or any of the Subsidiaries in the ordinary course of business, (B) any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with employees, officers or directors, and (C) any employee compensation, benefit plan or arrangement, any health, disability or similar insurance plan which covers employees, and any reasonable employment contract and transactions pursuant thereto,

(vii) Restricted Payments permitted under Section 6.06, including payments to any Parent Entity, and Investments permitted under Section 6.04,

(viii) any purchase by any Parent Entity of the Equity Interests of Holdings,

(ix) payments by Holdings or any of the Subsidiaries to the Fund or any Fund Affiliate made for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with acquisitions or divestitures, which payments are approved by the majority of the Board of Directors of Holdings in good faith,

(x) transactions for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business, and any other ordinary course commercial agreements and transactions relating thereto or arising therefrom,

(xi) any transaction in respect of which the Borrower Representative delivers to the Administrative Agent a letter addressed to the Board of Directors of Holdings from an accounting, appraisal or investment banking firm, in each case of nationally recognized standing that is in the good faith determination of Holdings qualified to render such letter, which letter states that (i) such transaction is on terms that are substantially no less favorable to Holdings or such Subsidiary, as applicable, than would be obtained in a comparable arm’s-length transaction with a person that is not an Affiliate or (ii) such transaction is fair to Holdings or such Subsidiary, as applicable, from a financial point of view,

(xii) subject to subclause (xiv) below, if applicable, the payment of all fees, expenses, bonuses and awards related to the Transactions, including fees to the Fund or any Fund Affiliate,

(xiii) transactions with joint ventures for the purchase or sale of goods, equipment, products, parts and services entered into in the ordinary course of business,

(xiv) any agreement to pay, and the payment of, monitoring, consulting, management, transaction, advisory or similar fees payable to the Fund or any Fund Affiliate unless a Default or Event of Default has occurred and is continuing, (A) in an aggregate amount in any fiscal year not to exceed the sum of (1) the greater of $2,500,000 and 1.50% of EBITDA for any such fiscal year, plus reasonable out of pocket costs and expenses in connection therewith in any fiscal year and unpaid amounts for any prior periods from and including the fiscal year in which the Closing Date occurs; plus (2) any deferred, accrued or other fees in respect of any fiscal years from and including the fiscal year in which the Closing Date occurs (to the extent such fees in the aggregate do not exceed the amounts described in clause (A)(1) above in respect of such fiscal

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years), plus (B) 1% of the value of transactions with respect to which the Fund or any Fund Affiliate provides any transaction, advisory or other services, plus (C) a transaction fee of up to 1.00% of total enterprise value of the Company to be paid to the Fund or a Fund Affiliate in connection with the Transactions, plus (D) so long as no Event of Default has occurred and is continuing, the present value of all future amounts payable pursuant to any agreement referred to in clause (A)(1) above in connection with the termination of such agreement with the Fund and its Fund Affiliates; provided, that if any such payment pursuant to clause (D) is not permitted to be paid as a result of an Event of Default, such payment shall accrue and may be payable when no Events of Default are continuing to the extent that no further Event of Default would result therefrom,

(xv) the issuance, sale or transfer of Equity Interests of Holdings or any Subsidiary to any Parent Entity and capital contributions by any Parent Entity to Holdings, the Borrowers or any Subsidiary,

(xvi) the issuance of Equity Interests to the management of Holdings, any Parent Entity, either Borrower or any Subsidiary in connection with the Transactions,

(xvii) payments by Holdings (and any Parent Entity), the Borrowers and the Subsidiaries pursuant to a tax sharing agreement or arrangement (whether written or as a matter of practice) that complies with clause (v) of Section 6.06(b),

(xviii) transactions pursuant to any Permitted Securitization Financing or the AR Facility,

(xix) payments, loans (or cancellation of loans) or advances to employees or consultants that are (i) approved by a majority of the Disinterested Directors of Holdings or either Borrower in good faith, (ii) made in compliance with applicable law and (iii) otherwise permitted under this Agreement,

(xx) transactions with customers, clients or suppliers, or purchasers or sellers of goods or services, in each case in the ordinary course of business or otherwise in compliance with the terms of this Agreement that are fair to Holdings and the Subsidiaries,

(xxi) transactions between Holdings or any of the Subsidiaries and any person, a director of which is also a director of Holdings or any direct or indirect parent company of Holdings; provided, however, that (A) such director abstains from voting as a director of Holdings or such direct or indirect parent company, as the case may be, on any matter involving such other person and (B) such person is not an Affiliate of Holdings for any reason other than such director’s acting in such capacity,

(xxii) transactions permitted by, and complying with, the provisions of Section 6.05,

(xxiii) intercompany transactions undertaken in good faith (as certified by a Responsible Officer of the Borrower Representative) for the purpose of improving the consolidated tax efficiency of Holdings and the Subsidiaries and not for the purpose of circumventing any covenant set forth herein, and

(xxiv) Investments by the Fund or a Fund Affiliate in securities of Holdings or any of the Subsidiaries (x) so long as (A) the Investment is being offered generally to other investors on the same or more favorable terms and (B) the aggregate of all such Investments constitutes less than 5.0% of the outstanding issue amount of such class of securities or (y) consisting of Investments in the Subordinated Unsecured Notes.

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Notwithstanding the foregoing, any portfolio company that is an Affiliate of the Fund or a Fund Affiliate shall not be considered an Affiliate of Holdings or its Subsidiaries with respect to any transaction, so long as such transaction is in the ordinary course of business.

Section 6.08 Business of Holdings and the Subsidiaries. Notwithstanding any other provisions hereof, engage at any time to any material respect in any business or business activity substantially different from any business or business activity conducted by any of them on the Closing Date or any Similar Business, and in the case of a Special Purpose Securitization Subsidiary, Permitted Securitization Financings.

Section 6.09 Limitation on Payments and Modifications of Indebtedness; Modifications of Certificate of Incorporation, By-Laws and Certain Other Agreements; etc. (a) Amend or modify in any manner materially adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower Representative), or grant any waiver or release under or terminate in any manner (if such granting or termination shall be materially adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower Representative)), the articles or certificate of incorporation, by-laws, limited liability company operating agreement, partnership agreement or other organizational documents of Holdings or any of the other Loan Parties; provided that, notwithstanding anything in this Section 6.09, any Loan Party may convert from a corporation to a limited liability company (or from a limited liability company to a corporation) organized under the laws of the same jurisdiction or of Delaware, Georgia or Florida.

(b) (i) Make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of, or in respect of, principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination in respect of any Junior Financing, except for:

(A) Refinancings with any Indebtedness permitted to be incurred under Section 6.01;

(B) payments of regularly-scheduled interest and fees due thereunder, other non-principal payments thereunder, any mandatory prepayments of principal, interest and fees thereunder, scheduled payments thereon necessary to avoid the Junior Financing from constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(l) of the Code (including scheduled payments on the Subordinated Unsecured Notes necessary to avoid the Subordinated Unsecured Notes constituting “applicable high yield discount obligations” within the meaning of Section 163(i)(1) of the Code), and, to the extent this Agreement is then in effect, principal on the scheduled maturity date of any Junior Financing (or within twelve months thereof);

(C) payments or distributions in respect of all or any portion of the Junior Financing with the proceeds contributed to Holdings from the issuance, sale or exchange by any Parent Entity of Equity Interests that are not Disqualified Stock made within eighteen months prior thereto; provided, that such proceeds are not included in any determination of the Cumulative Credit and do not constitute part of any Excluded Contribution;

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(D) the conversion of any Junior Financing to Equity Interests of Holdings or any Parent Entity;

(E) so long as no Event of Default has occurred and is continuing, payments or distributions in respect of Junior Financings prior to any scheduled maturity made, in an aggregate amount, not to exceed a portion of the Cumulative Credit on the date of such election that the Borrower Representative elects to apply to this Section 6.09(b)(i)(E) in a written notice of a Responsible Officer of the Borrower Representative, which notice shall set forth calculations in reasonable detail of the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; provided that no such payments or distributions shall be permitted to the Fund or Fund Affiliates pursuant to this clause (E), (i) at any time during the 12-month period following the Closing Date and (ii) at any time after the 12-month period following the Closing Date, unless the Net Total Leverage Ratio of Holdings is less than 4.50 to 1.00 on a Pro Forma Basis; and

(F) other payments and distributions in an aggregate amount (valued at the time of the making thereof and without giving effect to any write-downs or write-offs thereof) not to exceed the greater of $50,000,000 and 30% of Relevant EBITDA; provided that no such payments or distributions shall be permitted to the Fund or Fund Affiliates pursuant to this clause (F), (i) at any time during the 12-month period following the Closing Date and (ii) at any time after the 12-month period following the Closing Date, unless the Net Total Leverage Ratio of Holdings is less than 4.50 to 1.00 on a Pro Forma Basis;

(ii) Amend or modify, or permit the amendment or modification of, any provision of any Junior Financing that constitutes Material Indebtedness, or any agreement, document or instrument evidencing or relating thereto, other than amendments or modifications that (A) are not materially adverse to Lenders when taken as a whole (as determined in good faith by the Borrower Representative) and that do not affect the subordination or payment provisions thereof (if any) in a manner adverse to the Lenders when taken as a whole (as determined in good faith by the Borrower Representative) or (B) otherwise comply with the definition of “Permitted Refinancing Indebtedness”; or

(iii) Amend or modify, or permit the amendment or modification of (directly or indirectly), any Subordinated Unsecured Notes held by the Fund or any Fund Affiliate, to reduce the maturity thereof.

(c) Permit any Loan Party or any Material Subsidiary to enter into any agreement or instrument that by its terms restricts (i) the payment of dividends or distributions or the making of cash advances to Holdings or any Subsidiary that is a direct or indirect parent of such Subsidiary or (ii) the granting of Liens by Holdings, the Borrowers or such Loan Party or Material Subsidiary pursuant to the Security Documents, in each case other than those arising under any Loan Document, except, in each case, restrictions existing by reason of:

(A) restrictions imposed by applicable law;

(B) contractual encumbrances or restrictions in effect on the Closing Date under Indebtedness existing on the Closing Date and set forth on Schedule 6.01, the Senior Unsecured Note Documents, the Subordinated Unsecured Note Documents, any Refinancing Notes or any agreements related to any Permitted Refinancing Indebtedness in respect of any such Indebtedness that does not materially expand the scope of any such encumbrance or restriction (as determined in good faith by the Borrower Representative);

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(C) any restriction on a Subsidiary imposed pursuant to an agreement entered into for the sale or disposition of the Equity Interests or assets of a Subsidiary pending the closing of such sale or disposition;

(D) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business;

(E) any restrictions imposed by any agreement relating to secured Indebtedness permitted by this Agreement to the extent that such restrictions apply only to the property or assets securing such Indebtedness (which in any event do not restrict the granting of Liens on the Collateral not included in such property or assets);

(F) any restrictions imposed by any agreement relating to Indebtedness incurred pursuant to Section 6.01 or Permitted Refinancing Indebtedness in respect thereof, to the extent such restrictions are not materially more restrictive, taken as a whole, than the restrictions contained in this Agreement or are market terms at the time of issuance (in each case as determined in good faith by the Borrower Representative) (which in any event do not restrict the granting of Liens on the Collateral pursuant to the Loan Documents);

(G) customary provisions contained in leases or licenses of Intellectual Property and other similar agreements entered into in the ordinary course of business;

(H) customary provisions restricting subletting or assignment of any lease governing a leasehold interest;

(I) customary provisions restricting assignment of any agreement entered into in the ordinary course of business;

(J) customary restrictions and conditions contained in any agreement relating to the sale, transfer, lease or other disposition of any asset permitted under Section 6.05 pending the consummation of such sale, transfer, lease or other disposition;

(K) customary restrictions and conditions contained in the document relating to any Lien, so long as (1) such Lien is a Permitted Lien and such restrictions or conditions relate only to the specific asset subject to such Lien and (2) such restrictions and conditions are not created for the purpose of avoiding the restrictions imposed by this Section 6.09 and (3) such restrictions and conditions do not limit or restrict the granting of Liens on the Collateral not included in such property or assets);

(L) customary net worth provisions contained in Real Property leases entered into by Subsidiaries, so long as Holdings has determined in good faith that such net worth provisions would not reasonably be expected to impair the ability of Holdings and its Subsidiaries to meet their ongoing obligations;

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(M) any agreement in effect at the time such subsidiary becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary and relating only to such Subsidiary;

(N) restrictions in agreements representing Indebtedness permitted under Section 6.01 of a Subsidiary of Holdings that is not a Loan Party and not relating to any Loan Party;

(O) customary restrictions contained in leases, subleases, licenses or Equity Interests or asset sale agreements otherwise permitted hereby as long as such restrictions relate to the Equity Interests and assets subject thereto;

(P) restrictions on cash or other deposits imposed by customers under contracts entered into in the ordinary course of business;

(Q) restrictions contained in any Permitted Securitization Document with respect to any Special Purpose Securitization Subsidiary;

(R) any encumbrances or restrictions of the type referred to in Section 6.09(c)(i) and 6.09(c)(ii) above imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of or similar arrangements to the contracts, instruments or obligations referred to in clauses (A) through (Q) above; provided, that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements, refinancings or similar arrangements are, in the good faith judgment of the Borrower Representative, no more restrictive with respect to such dividend and other payment restrictions than those contained in the dividend or other payment restrictions as contemplated by such provisions prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement, refinancing or similar arrangement;

(S) any restrictions contained in the AR Facility or any Indebtedness or obligations incurred in accordance with Section 6.01(kk)(ii); and

(T) any restrictions contained in the CPC Facility or any Indebtedness or obligations incurred in accordance with Section 6.01(ll)(ii).

Section 6.10 Fiscal Year. In the case of Holdings and the Company, permit any change to its fiscal year without prior notice to the Administrative Agent, in which case, Holdings and the Company and the Administrative Agent will, and are hereby authorized by the Lenders to, make any adjustments to this Agreement that are necessary to reflect such change in fiscal year.

Section 6.11 Financial Covenant. With respect to the Revolving Facility only, permit the Net First Lien Leverage Ratio as of the last day of any fiscal quarter (beginning with the end of the first full fiscal quarter after the Closing Date), solely to the extent that on such date the Testing Condition is satisfied, to exceed 4.60 to 1.00.

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ARTICLE VI

[reserved]

ARTICLE VII

Events of Default

Section 7.01 Events of Default. In case of the happening of any of the following events (each, an “Event of Default”):

(a) any representation or warranty made or deemed made by Holdings or any other Loan Party herein or in any other Loan Document or any certificate or document delivered pursuant hereto or thereto shall prove to have been false or misleading in any material respect when so made or deemed made; provided, that the failure of any representation or warranty made or deemed made by any Loan Party (other than the representations and warranties referred to in clause (i) of Section 4.01(b)) to be true and correct in any material respect on the Closing Date will not constitute an Event of Default hereunder;

(b) default shall be made in the payment of any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;

(c) default shall be made in the payment of any interest on any Loan or the reimbursement with respect to any L/C Disbursement or in the payment of any Fee or any other amount (other than an amount referred to in clause (b) above) due under any Loan Document, when and as the same shall become due and payable, and such default shall continue unremedied for a period of five Business Days;

(d) default shall be made in the due observance or performance by Holdings or either Borrower of any covenant, condition or agreement contained in Section 5.01(a), 5.05(a) or 5.08 or in Article VI; provided, that the failure to observe or perform the Financial Covenant shall not in and of itself constitute an Event of Default with respect to any Term Facility;

(e) default shall be made in the due observance or performance by Holdings or either Borrower or any of the other Loan Parties of any covenant, condition or agreement contained in any Loan Document (other than those specified in clauses (b), (c) and (d) above) and such default shall continue unremedied for a period of 30 days (or 60 days if such default results solely from the failure of a Subsidiary that is not a Loan Party to duly observe or perform any such covenant, condition or agreement) after notice thereof from the Administrative Agent to Holdings;

(f) (i) any event or condition occurs that (A) results in any Material Indebtedness becoming due prior to its scheduled maturity or (B) enables or permits (with all applicable grace periods having expired) the holder or holders of any Material Indebtedness or any trustee or agent on its or their behalf to cause any Material Indebtedness to become due, or to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided, that any breach of the Financial Covenant giving rise to an event described in clause (B) above shall not, by itself, constitute an Event of Default under any Term Facility unless the Revolving Facility Lenders have terminated the Revolving Facility Commitment and have accelerated any Revolving Facility Loans then outstanding as a result of such breach; or (ii) Holdings or any of the Subsidiaries shall fail to pay the principal of any Material Indebtedness at the stated final maturity thereof; provided, that this clause (f) shall not apply to any 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;

(g) there shall have occurred a Change in Control;

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(h) an involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of competent jurisdiction seeking (i) relief in respect of Holdings, either Borrower or any of the Subsidiaries, or of a substantial part of the property or assets of Holdings or any Subsidiary, under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, either Borrower or any of the Subsidiaries or for a substantial part of the property or assets of Holdings, either Borrower or any of the Subsidiaries or (iii) the winding-up or liquidation of Holdings, either Borrower or any Subsidiary (except in a transaction permitted hereunder); and such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

(i) Holdings, either Borrower or any Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking relief under Title 11 of the United States Code, as now constituted or hereafter amended, or any other federal, state or foreign bankruptcy, insolvency, receivership or similar law, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or the filing of any petition described in clause (h) above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, either Borrower or any of the Subsidiaries or for a substantial part of the property or assets of Holdings, either Borrower or any Subsidiary, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) become unable or admit in writing its inability or fail generally to pay its debts as they become due;

(j) the failure by Holdings, either Borrower or any Subsidiary to pay one or more final judgments aggregating in excess of $50,000,000 (to the extent not covered by insurance), which judgments are not discharged or effectively waived or stayed for a period of 45 consecutive days, or any action shall be legally taken by a judgment creditor to levy upon assets or properties of Holdings, either Borrower or any Subsidiary to enforce any such judgment;

(k) (i) an ERISA Event shall have occurred, (ii) the PBGC shall institute proceedings (including giving notice of intent thereof) to terminate any Plan or Plans, (iii) Holdings, either Borrower, any Subsidiary or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, or (iv) Holdings, either Borrower or any Subsidiary shall engage in any “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan; and in the case of each of clauses (i) through (iv) above, such event or condition, together with all other such events or conditions, if any, would reasonably be expected to have a Material Adverse Effect; or

(l) (i) any Loan Document shall for any reason be asserted in writing by Holdings, either Borrower or any Subsidiary Loan Party not to be a legal, valid and binding obligation of any party thereto, (ii) any security interest purported to be created by any Security Document and to extend to assets that constitute a material portion of the Collateral shall cease to be, or shall be asserted in writing by Holdings, either Borrower or any other Loan Party not to be, a valid and perfected security interest (perfected as or having the priority required by this Agreement or the relevant Security Document and subject to such limitations and restrictions as are set forth herein and therein) in the securities, assets or properties covered thereby, except to the extent that any such loss of perfection or priority results from the limitations of foreign laws, rules and regulations as they apply to pledges of Equity Interests in Foreign Subsidiaries or the application thereof, or from the failure of the Collateral Agent to maintain possession of certificates actually delivered to it representing securities pledged under the Collateral Agreement or to file Uniform Commercial Code continuation statements or take the actions described on Schedule 3.04 and except to the extent that such loss is covered by a lender’s title insurance policy and the Collateral Agent shall be reasonably satisfied with the credit of such insurer, or (iii) a material portion of the Guarantees

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pursuant to the Security Documents by Holdings or any other Loan Parties guaranteeing the Obligations shall cease to be in full force and effect (other than in accordance with the terms thereof), or shall be asserted in writing by Holdings or any Loan Party not to be in effect or not to be legal, valid and binding obligations (other than in accordance with the terms thereof); provided, that no Event of Default shall occur under this Section 7.01(l) if the Loan Parties cooperate with the Collateral Agent to replace or perfect such security interest and Lien, such security interest and Lien is promptly replaced and the rights, powers and privileges of the Secured Parties are not materially adversely affected by such replacement;

then, and in every such event (other than an event with respect to either Borrower described in clause (h) or (i) above), and at any time thereafter during the continuance of such event, the Administrative Agent, at the request of the Required Lenders, shall, by notice to the Borrower Representative, take any or all of the following actions, at the same or different times: (i) terminate forthwith the Commitments, (ii) declare the Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Loans so declared to be due and payable, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding and (iii) if the Loans have been declared due and payable pursuant to clause (ii) above, demand Cash Collateral pursuant to Section 2.05(j); and in any event with respect to either Borrower described in clause (h) or (i) above, the Commitments shall automatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and any unpaid accrued Fees and all other liabilities of the Borrowers accrued hereunder and under any other Loan Document, shall automatically become due and payable and the Administrative Agent shall be deemed to have made a demand for Cash Collateral to the full extent permitted under Section 2.05(j), without presentment, demand, protest or any other notice of any kind, all of which are hereby expressly waived by the Borrowers, anything contained herein or in any other Loan Document to the contrary notwithstanding.

For purposes of clauses (h), (i) and (j) of this Section 7.01, “Material Subsidiary” shall mean any Subsidiary that would not be an Immaterial Subsidiary under clause (a) of the definition thereof.

Section 7.02 Treatment of Certain Payments. Subject to the terms of any applicable Intercreditor Agreement, any amount received by the Administrative Agent or the Collateral Agent from any Loan Party (or from proceeds of any Collateral) following any acceleration of the Obligations under this Agreement or any Event of Default with respect to the Borrowers under Section 7.01(h) or (i), in each case that is continuing, shall be applied: (i) first, ratably, to pay any fees, indemnities or expense reimbursements then due to the Administrative Agent or the Collateral Agent from the Borrowers (other than in connection with any Secured Cash Management Agreement or Secured Hedge Agreement), (ii) second, towards payment of interest and fees then due from the Borrowers hereunder, and scheduled periodic payments then due under Secured Hedge Agreements, ratably among the parties entitled thereto in accordance with the amounts of interest, fees and scheduled periodic payments then due to such parties, (iii) third, towards payment of principal of Swingline Loans and unreimbursed L/C Disbursements then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal and unreimbursed L/C Disbursements then due to such parties, (iv) fourth, towards payment of other Obligations (including Obligations of the Loan Parties owing in respect of any premium thereon or breakage or termination fees, costs or expenses related thereto under or in respect of any Secured Cash Management Agreement or Secured Hedge Agreement) then due from the Borrowers hereunder, ratably among the parties entitled thereto in accordance with the amounts of such Obligations then due to such parties and (v) last, the balance, if any, after all of the Obligations have been paid in full, to the Borrower Representative or as otherwise required by Requirements of Law.

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Section 7.03 Right to Cure. Notwithstanding anything to the contrary contained in Section 7.01, in the event that Holdings fails (or, but for the operation of this Section 7.03, would fail) to comply with the requirements of the Financial Covenant, from the first day following the end of the applicable fiscal quarter until the expiration of the 10th Business Day subsequent to the date the certificate calculating such Financial Covenant is required to be delivered pursuant to Section 5.04(c):

(a) [Reserved];

(b) Holdings and any Parent Entity shall have the right to issue Permitted Cure Securities for cash or otherwise receive cash contributions to the capital of such entities, and in each case, to contribute any such cash to the capital of either Borrower (collectively, the “Cure Right”), and upon the receipt by such Borrower of such cash (the “Cure Amount”), pursuant to the exercise of the Cure Right, the Financial Covenant shall be recalculated giving effect to a pro forma adjustment by which EBITDA shall be increased with respect to such applicable quarter and any four-quarter period that contains such quarter, solely for the purpose of measuring the Financial Covenant and not for any other purpose under this Agreement, by an amount equal to the Cure Amount; provided, that (i) in each four consecutive fiscal quarter period there shall be at least two fiscal quarters in which a Cure Right is not exercised, (ii) a Cure Right shall not be exercised more than five times during the term of the Revolving Facility, (iii) for purposes of this Section 7.03, the Cure Amount shall be no greater than the amount required for purposes of complying with the Financial Covenant and (iv) there shall be no pro forma reduction in Indebtedness with the proceeds of the exercise of the Cure Right for determining compliance with the Financial Covenant for the fiscal quarter in respect of which such Cure Right is exercised or for determining compliance with the Financial Covenant for any subsequent Test Period on which such fiscal quarter is included (either directly through prepayment or indirectly as a result of the netting of unrestricted cash) (other than, for other future periods, with respect to any portion of such Cure Amount that is used to repay Term Loans or to prepay Revolving Facility Loans to the extent accompanied by permanent reductions in Revolving Facility Commitments). If, after giving effect to the adjustments in this paragraph (b), the Borrowers shall then be in compliance with the requirements of the Financial Covenant, the Borrowers shall be deemed to have satisfied the requirements of the Financial Covenant 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 that had occurred shall be deemed cured for the purposes of this Agreement.

ARTICLE VIII

The Agents

Section 8.01 Appointment. (a) Each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedging Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedging Agreements) hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement and the other Loan Documents, including as the Collateral Agent for such Lender and the other Secured Parties under the Security Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents, together with such other powers as are reasonably incidental thereto. In addition, to the extent required under the laws of any jurisdiction other than the United States of America, each of the Lenders and the Issuing Banks hereby grants to the Administrative Agent any required powers of attorney to execute any Security Document governed by the laws of such

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jurisdiction on such Lender’s or Issuing Bank’s behalf. Notwithstanding any provision to the contrary elsewhere in this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein, or any fiduciary relationship with any Lender, 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 the Administrative Agent.

(b) In furtherance of the foregoing, each Lender (in its capacities as a Lender and the Swingline Lender (if applicable) and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements or Secured Hedge Agreements) and each Issuing Bank (in such capacities and on behalf of itself and its Affiliates as potential counterparties to Secured Cash Management Agreements and Secured Hedging Agreements) hereby 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 Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Collateral Agent (and any Subagents appointed by the Collateral Agent pursuant to Section 8.02 for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Security Documents, or for exercising any rights or remedies thereunder at the direction of the Collateral Agent) shall be entitled to the benefits of this Article VIII (including, without limitation, Section 8.07) as though the Collateral Agent (and any such Subagents) were an “Agent” under the Loan Documents, as if set forth in full herein with respect thereto.

Section 8.02 Delegation of Duties. The Administrative Agent and the Collateral Agent may execute any of their respective duties under this Agreement and the other Loan Documents (including for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) by or 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. No Agent shall be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable care. Each Agent may also from time to time, when it deems it to be necessary or desirable, appoint one or more trustees, co-trustees, collateral co-agents, collateral subagents or attorneys-in-fact (each, a “Subagent”) with respect to all or any part of the Collateral; provided, that no such Subagent shall be authorized to take any action with respect to any Collateral unless and except to the extent expressly authorized in writing by the Administrative Agent or the Collateral Agent. Should any instrument in writing from Holdings or any other Loan Party be required by any Subagent so appointed by an Agent to more fully or certainly vest in and confirm to such Subagent such rights, powers, privileges and duties, Holdings shall, or shall cause such Loan Party to, execute, acknowledge and deliver any and all such instruments promptly upon request by such Agent. If any Subagent, or successor thereto, shall become incapable of acting, resign or be removed, all rights, powers, privileges and duties of such Subagent, to the extent permitted by law, shall automatically vest in and be exercised by the Administrative Agent or the Collateral Agent until the appointment of a new Subagent. No Agent shall be responsible for the negligence or misconduct of any agent, attorney-in-fact or Subagent that it selects with reasonable care.

Section 8.03 Exculpatory Provisions. None of the Agents, or their respective Affiliates or any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates shall be (a) liable for any action lawfully taken or omitted to be taken by it or such person under or in connection with this Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from its or such person’s own gross negligence or willful misconduct) or (b) responsible in any manner to any of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in, or received by any Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity, effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document or for any failure of any Loan

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Party a party thereto to perform its obligations hereunder or thereunder. No Agent shall be under any obligation to any Lender 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. No Agent shall have any duties or obligations except those expressly set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, (a) no Agent shall be subject to any fiduciary or other implied duties, regardless of whether a Default or Event of Default has occurred and is continuing, and (b) no Agent shall, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall be liable for the failure to disclose, any information relating to Holdings or any of its Affiliates that is communicated to or obtained by such Agent or any of its Affiliates in any capacity. The Agents shall be deemed not to have knowledge of any Default or Event of Default unless and until written notice describing such Default or Event of Default is given to the Administrative Agent by the Borrower Representative, a Lender or Issuing Bank. No Agent shall be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default or Event of Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the Security Documents, (v) the value or the sufficiency of any Collateral, or (vi) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.

Section 8.04 Reliance by Agents. Each Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) or conversation believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper person. Each Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to any Credit Event, that by its terms must be fulfilled to the satisfaction of a Lender or any Issuing Bank, each Agent may presume that such condition is satisfactory to such Lender or Issuing Bank unless such Agent shall have received notice to the contrary from such Lender or Issuing Bank prior to such Credit Event. Each Agent may consult with legal counsel (including counsel to Holdings or the Borrowers), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. Each Agent may deem and treat the Lender specified in the Register with respect to any amount owing hereunder as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof shall have been filed with such Agent. Each Agent shall be fully justified in failing or refusing to take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required Lenders (or, if so specified by this Agreement, all or other Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense that 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 and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all or other Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.

Section 8.05 Notice of Default. No Agent shall be deemed to have knowledge or notice of the occurrence of any Default or Event of Default unless such Agent has received written notice from a Lender, Holdings or either Borrower referring to this Agreement, describing such Default or Event of

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Default and stating that such notice is a “notice of default.” In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified by this Agreement, all or other Lenders); provided, that unless and until the Administrative Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of the Lenders.

Section 8.06 Non-Reliance on Agents and Other Lenders. Each Lender and Issuing Bank expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent 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 any Agent to any Lender. Each Lender and Issuing Bank represents to the Agents that it has, independently and without reliance upon any Agent 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 make its Loans hereunder and enter into this Agreement. Each Lender also represents that it will, independently and without reliance upon any Agent 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 this 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. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or affiliates.

Section 8.07 Indemnification. The Lenders agree to indemnify each Agent and the Revolving Facility Lenders agree to indemnify each Issuing Bank and Swingline Lender, in each case in its capacity as such (to the extent not reimbursed by Holdings or either Borrower and without limiting the obligation of Holdings or the Borrowers to do so), in the amount of its pro rata share (based on its aggregate Revolving Facility Credit Exposure and, in the case of the indemnification of each Agent, outstanding Term Loans and unused Commitments hereunder; provided, that the aggregate principal amount of Swingline Loans owing to the Swingline Lender and of L/C Disbursements owing to any Issuing Bank shall be considered to be owed to the Revolving Facility Lenders ratably in accordance with their respective Revolving Facility Credit Exposure) (determined at the time such indemnity is sought), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent or such Issuing Bank or Swingline Lender in any way relating to or arising out of the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent, Issuing Bank or Swingline Lender under or in connection with any of the foregoing; provided, that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s, Issuing Bank’s or Swingline Lender’s gross negligence or willful misconduct. The failure of any Lender to reimburse any Agent, Issuing Bank or

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Swingline Lender, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lenders to such Agent, Issuing Bank or Swingline Lender, as the case may be, as provided herein shall not relieve any other Lender of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender shall be responsible for the failure of any other Lender to reimburse such Agent, Issuing Bank or Swingline Lender, as the case may be, for such other Lender’s ratable share of such amount. The agreements in this Section shall survive the payment of the Loans and all other amounts payable hereunder.

Section 8.08 Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from, and generally engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed by it and with respect to any Letter of Credit issued, or Letter of Credit or Swingline Loan participated in, by it, each Agent shall have the same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.

Section 8.09 Successor Administrative Agent. (a) The Administrative Agent may resign as Administrative Agent and Collateral Agent upon 10 days’ notice to the Lenders and the Borrowers. If the Administrative Agent shall resign as Administrative Agent and Collateral Agent under this Agreement and the other Loan Documents, then the Required Lenders shall have the right, subject to the reasonable consent of the Borrowers (so long as no Event of Default under Section 7.01(b), (c), (h) or (i) shall have occurred and be continuing), to appoint a successor which shall be a bank with an office in the United States, or an Affiliate of any such bank with an office in the United States, whereupon such successor agent shall succeed to the rights, powers and duties of the Administrative Agent and Collateral Agent, and the term “Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 10 days following a retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall nevertheless thereupon become effective (except in the case of the Collateral Agent holding collateral security on behalf of such Secured Parties, the retiring Collateral Agent shall continue to hold such collateral security as nominee until such time as a successor Collateral Agent is appointed), and the Lenders shall assume and perform all of the duties of the Administrative Agent and Collateral Agent hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 8.09 shall inure to its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and the other Loan Documents.

Section 8.10 Arrangers, Syndication Agent and Documentation Agent. Notwithstanding any other provision of this Agreement or any provision of any other Loan Document, each of the persons named on the cover page hereof as Joint Bookrunner, Joint Lead Arranger, Syndication Agent or Documentation Agent is named as such for recognition purposes only, and in its capacity as such shall have no rights, duties, responsibilities or liabilities with respect to this Agreement or any other Loan Document, except that each such person and its Affiliates shall be entitled to the rights expressly stated to be applicable to them in Section 9.05 and 9.17 (subject to the applicable obligations and limitations as set forth therein).

Section 8.11 Security Documents and Collateral Agent. The Lenders and the other Secured Parties authorize the Collateral Agent to release any Collateral or Guarantors in accordance with Section 9.18 or if approved, authorized or ratified in accordance with Section 9.08.

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The Lenders and the other Secured Parties hereby irrevocably authorize and instruct the Collateral Agent to, without any further consent of any Lender or any other Secured Party, enter into (or acknowledge and consent to) or amend, renew, extend, supplement, restate, replace, waive or otherwise modify any First Lien/First Lien Intercreditor Agreement, any First Lien/Second Lien Intercreditor Agreement, any other Permitted Junior Intercreditor Agreement, any other Permitted Pari Passu Intercreditor Agreement, the CPC Intercreditor Agreement or any other intercreditor agreement with the collateral agent or other representatives of the holders of Indebtedness that is to be secured by a Lien on the Collateral that is not prohibited (including with respect to priority) under this Agreement and to subject the Liens on the Collateral securing the Obligations to the provisions thereof (any of the foregoing, an “Intercreditor Agreement”); provided, that the terms thereof are consistent with market terms governing security arrangements for the sharing of liens on a junior basis or pari passu basis, as applicable, at the time such amendment, renewal, extension, supplement, restatement, replacement, waiver or other modification is proposed to be established in light of the type of Indebtedness to be secured by such liens, as determined by the Administrative Agent and the Borrower Representative in the exercise of reasonable judgment, or the terms of such amendment, renewal, extension, supplement, restatement, replacement, waiver or other modification are otherwise consistent with those permitted with respect to such intercreditor agreements elsewhere in this Agreement. The Lenders and the other Secured Parties irrevocably agree that (x) the Collateral Agent may rely exclusively on a certificate of a Responsible Officer of the Borrower Representative as to whether any such other Liens are not prohibited and (y) any Intercreditor Agreement entered into by the Collateral Agent shall be binding on the Secured Parties, and each Lender and the other Secured Parties hereby agrees that it will take no actions contrary to the provisions of, if entered into and if applicable, any Intercreditor Agreement. The foregoing provisions are intended as an inducement to any provider of any Indebtedness not prohibited by Section 6.01 hereof to extend credit to the Loan Parties and such persons are intended third-party beneficiaries of such provisions. Furthermore, the Lenders and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to release any Lien on any property granted to or held by the Administrative Agent or the Collateral Agent under any Loan Document (i) to the holder of any Lien on such property that is permitted by clauses (i) and (j) of Section 6.02 or Section 6.02(a) (if the Liens thereunder are of a type that is contemplated by any of the foregoing clauses) in each case to the extent the contract or agreement pursuant to which such Lien is granted prohibits any other Liens on such property or (ii) that is or becomes Excluded Property; and the Administrative Agent and the Collateral Agent shall do so upon request of Holdings; provided, that prior to any such request, Holdings shall have in each case delivered to the Administrative Agent a certificate of a Responsible Officer of the Borrower Representative certifying (x) that such Lien is permitted under this Agreement, (y) in the case of a request pursuant to clause (i) of this sentence, that the contract or agreement pursuant to which such Lien is granted prohibits any other Lien on such property and (z) in the case of a request pursuant to clause (ii) of this sentence, that (A) such property is or has become Excluded Property and (B) if such property has become Excluded Property as a result of a contractual restriction, such restriction does not violate Section 6.09(c).

Section 8.12 Right to Realize on Collateral and Enforce Guarantees. In case of the pendency of any receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to any Loan Party, (i) the Administrative Agent (irrespective of whether the principal of any Obligation shall then be due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made any demand on Holdings) 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 any or all of the 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 Issuing Banks and the Administrative Agent and any Subagents 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 (ii) any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such

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judicial proceeding is hereby authorized by each Lender and Issuing Bank to make such payments to the Administrative Agent and, if the Administrative Agent shall consent to the making of such payments directly to the Lenders and the Issuing Banks, to pay to the Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and advances of the Administrative Agent and its agents and counsel, and any other amounts due the Administrative Agent under the Loan Documents. Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender or Issuing Bank any plan of reorganization, arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or Issuing Bank or to authorize the Administrative Agent to vote in respect of the claim of any Lender or Issuing Bank in any such proceeding.

Anything contained in any of the Loan Documents to the contrary notwithstanding, Holdings, each Borrower, the Administrative Agent, the Collateral Agent and each Secured Party hereby agree that (a) no Secured Party shall have any right individually to realize upon any of the Collateral or to enforce the Guarantee, it being understood and agreed that all powers, rights and remedies hereunder may be exercised solely by the Administrative Agent, on behalf of the Secured Parties in accordance with the terms hereof and all powers, rights and remedies under the Security Documents may be exercised solely by the Collateral Agent, and (b) in the event of a foreclosure by the Collateral Agent on any of the Collateral pursuant to a public or private sale or other disposition, the Collateral Agent or any Lender may be the purchaser or licensor of any or all of such Collateral at any such sale or other disposition and the Collateral Agent, as agent for and representative of the Secured Parties (but not any Lender or Lenders in its or their respective individual capacities unless the Required Lenders shall otherwise agree in writing) shall be entitled, for the purpose of bidding and making settlement or payment of the purchase price for all or any portion of the Collateral sold at any such public sale, to use and apply any of the Obligations as a credit on account of the purchase price for any collateral payable by the Collateral Agent at such sale or other Disposition.

Section 8.13 Withholding Tax. To the extent required by any applicable Requirement of Law, the Administrative Agent may withhold from any payment to any Lender an amount equivalent to any applicable withholding Tax. If the Internal Revenue Service or any authority of the United States or other jurisdiction 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 (including because the appropriate form was not delivered, was not properly executed, or because such Lender failed to notify the Administrative Agent of a change in circumstances that rendered the exemption from, or reduction of, withholding Tax ineffective) or if the Administrative Agent makes a payment of Taxes on behalf of a Lender, such Lender shall indemnify the Administrative Agent (to the extent that the Administrative Agent has not already been reimbursed by any applicable Loan Party and without limiting the obligation of any applicable Loan Party to do so) fully for all amounts paid, directly or indirectly, by the Administrative Agent as Tax or otherwise, including penalties, fines, additions to Tax and interest, together with all expenses incurred, including legal expenses, allocated staff costs and any out of pocket expenses. Each Lender hereby authorizes the Administrative Agent to set off and apply any and all amounts at any time owing to such Lender under this Agreement or any other Loan Document against any amount due to the Administrative Agent under this Section 8.13.

ARTICLE IX

Miscellaneous

Section 9.01 Notices; Communications. (a) Except in the case of notices and other communications expressly permitted to be given by telephone (and except as provided in Section 9.01(b) below), 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 or other

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electronic means 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 any Loan Party or the Administrative Agent, the Issuing Bank as of the Closing Date or the Swingline Lender to the address, telecopier number, electronic mail address or telephone number specified for such person on Schedule 9.01; and

(ii) if to any other Lender or Issuing Bank, to the address, telecopier number, electronic mail address or telephone number specified in its Administrative Questionnaire.

(b) Notices and other communications to the Lenders and the Issuing Bank 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 Issuing Bank pursuant to Article II if such Lender or Issuing Bank, as applicable, has notified the Administrative Agent that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent, Holdings, or either Borrower may, in their discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by them, provided that approval of such procedures may be limited to particular notices or communications.

(c) Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be deemed to have been given when received. Notices 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 delivered through electronic communications to the extent provided in Section 9.01(b) above shall be effective as provided in such Section 9.01(b).

(d) Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto.

(e) Documents required to be delivered pursuant to Section 5.04 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically (including as set forth in Section 9.17) and if so delivered, shall be deemed to have been delivered on the date (i) on which either Borrower posts such documents, or provides a link thereto on such Borrower’s website on the Internet at the website address listed on Schedule 9.01, or (ii) on which such documents are posted on the Borrowers’ behalf on an 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 (A) such Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender that requests such Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender, and (B) such Borrower shall notify the Administrative Agent (by telecopier or electronic mail) 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. Except for such certificates required by Section 5.04(c), the Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by such Borrower with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Section 9.02 Survival of Agreement. All covenants, agreements, representations and warranties made by the Loan Parties herein, in the other Loan Documents and in the certificates or other instruments prepared or delivered in connection with or pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and each Issuing Bank and shall

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survive the making by the Lenders of the Loans and the execution and delivery of the Loan Documents and the issuance of the Letters of Credit, regardless of any investigation made by such persons or on their behalf, and shall continue in full force and effect until the Termination Date. Without prejudice to the survival of any other agreements contained herein, indemnification and reimbursement obligations contained herein (including pursuant to Sections 2.15, 2.16, 2.17 and 9.05) shall survive the Termination Date.

Section 9.03 Binding Effect. This Agreement shall become effective when it shall have been executed by Holdings, Intermediate Holdings, the Borrowers and the Administrative Agent and when the Administrative Agent shall have received copies hereof which, when taken together, bear the signatures of each of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of Holdings, Intermediate Holdings, the Borrowers, the Administrative Agent, each Issuing Bank and each Lender and their respective permitted successors and assigns.

Section 9.04 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 (including any Affiliate of an Issuing Bank that issues any Letter of Credit), except that (i) except as permitted by Section 6.05 and Section 9.24, no Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any attempted assignment or transfer by such Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section 9.04. 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 (including any Affiliate of an Issuing Bank that issues any Letter of Credit), Participants (to the extent provided in clause (d) of this Section 9.04), and, to the extent expressly contemplated hereby, the Related Parties of each of the Agents, the Issuing Banks and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement or the other Loan Documents.

(b) (i) Subject to the conditions set forth in subclause (ii) below, any Lender may assign to one or more assignees other than a natural person (each, an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:

(A) the Borrower Representative, which consent, with respect to the assignment of a Term B Loan, will be deemed to have been given if the Borrower Representative has not responded within ten (10) Business Days after the delivery of any request for such consent; provided, that no consent of the Borrowers shall be required for an assignment of a Term B Loan to a Lender, an Affiliate of a Lender, an Approved Fund (as defined below), or in the case of assignments during the primary syndication of the Commitments and Loans to persons identified to and agreed by the Borrower Representative in writing prior to the Closing Date (which may include email), or for an assignment of a Revolving Facility Commitment or Revolving Facility Loan to a Revolving Facility Lender, an Affiliate of a Revolving Facility Lender or Approved Fund with respect to a Revolving Facility Lender, or, in each case, if an Event of Default under Section 7.01(b), (c), (h) or (i) has occurred and is continuing, any other person; and

(B) the Administrative Agent; provided, that no consent of the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund, either Borrower or an Affiliate of either Borrower made in accordance with Section 9.04(i) or Section 9.21; and

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(C) each Issuing Bank and the Swingline Lender; provided, that no consent of an Issuing Bank and the Swingline Lender shall be required for an assignment of all or any portion of a Term Loan.

(ii) Assignments shall be subject to the following additional conditions:

(A) except in the case of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund or an assignment of the entire remaining amount of the assigning Lender’s Commitments or Loans under any Facility, the amount of the Commitments or Loans of the assigning Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered to the Administrative Agent) shall not be less than $1,000,000 or an integral multiple of $1,000,000 in excess thereof in the case of Term Loans and (y) $5,000,000 or an integral multiple of $5,000,000 in excess thereof in the case of Revolving Facility Loans or Revolving Facility Commitments, unless each of the Borrower Representative and the Administrative Agent otherwise consent; provided, that such amounts shall be aggregated in respect of each Lender and its Affiliates or Approved Funds (with simultaneous assignments to or by two or more Related Funds shall be treated as one assignment), if any;

(B) the parties to each assignment shall (1) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement system acceptable to the Administrative Agent or (2) if previously agreed with the Administrative Agent, manually execute and deliver to the Administrative Agent an Assignment and Acceptance, in each case together with a processing and recordation fee of $3,500 (which fee may be waived or reduced in the reasonable discretion of the Administrative Agent);

(C) the Assignee, if it shall not be an existing Lender, shall deliver to the Administrative Agent an Administrative Questionnaire and any tax forms required to be delivered pursuant to Section 2.17; and

(D) the Assignee shall not be a Borrower or any of either Borrower’s Affiliates or Subsidiaries except in accordance with Section 9.04(i) or Section 9.21.

For the purposes of this Section 9.04, “Approved Fund” means any person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender. Notwithstanding the foregoing or anything to the contrary herein, no Lender shall be permitted to assign or transfer any portion of its rights and obligations under this Agreement to (A) any Ineligible Institution, (B) 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 (B), or (C) a natural person. Upon the request of any Lender, the Administrative Agent shall inform such Lender as to whether an actual proposed Participant or Assignee is an Ineligible Institution. Notwithstanding the foregoing or anything to the contrary in this Agreement, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent and the Arrangers shall not have any responsibility or obligation to determine whether any Lender or potential Lender is an Ineligible Institution and the Administrative Agent and the Arrangers shall have no liability with respect to any assignment made to an Ineligible Institution. Without limiting the foregoing, each Loan Party and the Lenders hereby agree that neither the Administrative Agent nor the Arrangers shall be deemed to have exercised gross negligence or willful misconduct or committed a material breach of any Loan Document in connection with any assignment of the Loans or Commitments to any Person that constitutes an Ineligible Institution if (A) such Person is not one of the institutions expressly named by name in any list of Ineligible Institutions provided by the Borrowers to the Administrative Agent, (B) the Borrowers shall have

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consented to such assignment (or shall have been deemed to have so consented pursuant to Section 9.04(b)(i)(A)) or (C) the representation and warranty of such Person that it is not an Ineligible Institution, as contained in any Assignment and Acceptance to which such Person is party as assignee, was not true and correct both when made and at the time such Assignment and Acceptance is accepted by the Administrative Agent. Any assigning Lender shall, in connection with any potential assignment, provide to the Borrower Representative a copy of its request (including the name of the prospective assignee) concurrently with its delivery of the same request to the Administrative Agent irrespective of whether or not an Event of Default under Section 7.01(b), (c), (h) or (i) has occurred and is continuing.

(iii) Subject to acceptance and recording thereof pursuant to subclause (v) below, from and after the effective date specified in each Assignment and Acceptance the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance, 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 Acceptance, be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance 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 2.15, 2.16, 2.17 and 9.05 (subject to the limitations and requirements of those Sections)); provided, that an Assignee shall not be entitled to receive any greater payment pursuant to Section 2.17 than the applicable Assignor would have been entitled to receive had no such assignment occurred. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 9.04 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 clause (d) of this Section 9.04 (except to the extent such participation is not permitted by such clause (d) of this Section 9.04, in which case such assignment or transfer shall be null and void).

(iv) The Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal and interest amounts of the Loans and Revolving L/C Exposure owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrowers, the Administrative Agent, the Issuing Banks, the Swingline Lender 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. The Register shall be available for inspection by the Borrowers, the Issuing Banks, the Swingline Lender and any Lender, at any reasonable time and from time to time upon reasonable prior notice.

(v) Upon its receipt of a duly completed Assignment and Acceptance executed by an assigning Lender and an Assignee, the Assignee’s completed Administrative Questionnaire (unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in clause (b) of this Section, if applicable, and any written consent to such assignment required by clause (b) of this Section and any applicable tax forms, the Administrative Agent shall accept such Assignment and Acceptance and promptly record the information contained therein in the Register. No assignment, whether or not evidenced by a promissory note, shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this subclause (v).

(c) [Reserved].

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(d) (i) Any Lender may, without the consent of the Borrower Representative or the Administrative Agent, sell participations in Loans and Commitments to one or more banks or other entities other than (I) any Ineligible Institution (to the extent that the list of Ineligible Institutions has been made available to all Lenders) or (II) 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 (II) (a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided, that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower Representative, the Borrowers, the Administrative Agent, the Issuing Bank 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. Any agreement pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and the other Loan Documents and to approve any amendment, modification or waiver of any provision of this Agreement and the other Loan Documents; provided, that (x) such agreement may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver that both (1) requires the consent of each Lender directly affected thereby pursuant to clauses (i), (ii), (iii) or (vi) of the first proviso to Section 9.08(b) and (2) directly affects such Participant (but, for the avoidance of doubt, not any waiver of any Default or Event of Default) and (y) no other agreement with respect to amendment, modification or waiver may exist between such Lender and such Participant. Subject to clause (d)(iii) of this Section 9.04, the Borrower Representative agrees that each Participant shall be entitled to the benefits of Sections 2.15, 2.16 and 2.17 (subject to the limitations and requirements of those Sections and Section 2.19) to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to clause (b) of this Section 9.04 (it being understood that the documentation required under Sections 2.17(d) and 2.17(e) shall be delivered to the Lender who sells the participation). A Participant shall not be entitled to the benefits of Section 2.17 to the extent such Participant fails to comply with Sections 2.17(d) and 2.17(e) as though it were a Lender. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.06 as though it were a Lender; provided, that such Participant shall be subject to Section 2.18(c) as though it were a Lender. Notwithstanding anything to the contrary in this Agreement, each Loan Party and the Lenders acknowledge and agree that the Administrative Agent and the Arrangers shall not have any responsibility or obligation to determine whether any participant or potential participant is an Ineligible Institution and the Administrative Agent and the Arrangers shall have no liability with respect to any participation made to an Ineligible Institution. Without limiting the foregoing, each Loan Party and the Lenders hereby agree that neither the Administrative Agent nor the Arrangers shall be deemed to have exercised gross negligence or willful misconduct or committed a material breach of any Loan Document in connection with any participation of the Loans or Commitments to any Person that constitutes an Ineligible Institution if (A) such Person is not one of the institutions expressly named by name in any list of Ineligible Institutions provided by the Borrowers to the Administrative Agent, (B) the Borrowers shall have consented to such participation or (C) the representation and warranty of such Person that it is not an Ineligible Institution, as contained in any agreement pursuant to which a Lender sells such a participation, was not true and correct both when made and at the time such participation agreement is accepted by the Administrative Agent.

(ii) Each Lender that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrowers, maintain a register on which it enters the name and address of each Participant and the principal amounts and interest amounts of each Participant’s interest in the Loans or other obligations under the Loan Documents (the “Participant Register”). The entries in the Participant Register shall be conclusive absent manifest error, and each party hereto shall treat each person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary. Without limitation of the requirements of this Section 9.04(d), no Lender shall have any obligation to disclose all or any portion of a Participant Register to any person (including the identity of any

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Participant or any information relating to a Participant’s interest in any Commitments, Loans or other Loan Obligations under any Loan Document), except to the extent that such disclosure is necessary to establish that such Commitment, Loan or other Loan Obligation is in registered form for U.S. federal income tax purposes or is otherwise required by applicable law. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.

(iii) A Participant shall not be entitled to receive any greater payment under Section 2.15, 2.16 or 2.17 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 Borrowers’ prior written consent, which consent shall state that it is being given pursuant to this Section 9.04(d)(iii); provided, that each potential Participant shall provide such information as is reasonably requested by the Borrower Representative in order for the Borrower Representative to determine whether to provide its consent.

(e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank or any other central bank and in the case of any Lender that is an Approved Fund, any pledge or assignment to any holders of obligations owed, or securities issued, by such Lender, including to any trustee for, or any other representative of, such holders, and this Section 9.04 shall not apply to any such pledge or assignment of a security interest; provided, that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or Assignee for such Lender as a party hereto.

(f) The Borrower Representative, upon receipt of written notice from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of the type described in clause (e) above.

(g) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its designating Lender without the consent of the Borrower Representative or the Administrative Agent. Each of Holdings, the Borrowers, each Lender and the Administrative Agent hereby confirms that it will not institute against a Conduit Lender or join any other person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto and each Loan Party for any loss, cost, damage or expense arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.

(h) If the Borrower Representative wishes to replace the Loans or Commitments under any Facility with ones having different terms, it shall have the option, with the consent of the Administrative Agent and subject to at least three Business Days’ advance notice to the Lenders under such Facility, instead of prepaying the Loans or reducing or terminating the Commitments to be replaced, to (i) require the Lenders under such Facility to assign such Loans or Commitments to the Administrative Agent or its designees and (ii) amend the terms thereof in accordance with Section 9.08 (with such replacement, if applicable, being deemed to have been made pursuant to Section 9.08(d)). Pursuant to any such assignment, all Loans and Commitments to be replaced shall be purchased at par (allocated among the Lenders under such Facility in the same manner as would be required if such Loans were being optionally prepaid or such Commitments were being optionally reduced or terminated by the Borrowers), accompanied by payment of any accrued interest and fees thereon and any amounts owing pursuant to Section 9.05(b) and 2.12(d)(y) (if applicable). By receiving such purchase price, the Lenders under such

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Facility shall automatically be deemed to have assigned the Loans or Commitments under such Facility pursuant to the terms of the form of Assignment and Acceptance attached hereto as Exhibit A, and accordingly no other action by such Lenders shall be required in connection therewith. The provisions of this clause (h) are intended to facilitate the maintenance of the perfection and priority of existing security interests in the Collateral during any such replacement.

(i) Notwithstanding anything to the contrary in this Agreement, including Section 2.18(c) (which provisions shall not be applicable to clauses (i) or (j) of this Section 9.04), any of Holdings or its Subsidiaries, including the Borrowers, may purchase by way of assignment and become an Assignee with respect to Term Loans at any time and from time to time from Lenders in accordance with Section 9.04(b) hereof (each, a “Permitted Loan Purchase”); provided, that, in respect of any Permitted Loan Purchase, (A) no Permitted Loan Purchase shall be made from the proceeds of any extensions of credit under the Revolving Facility, (B) upon consummation of any such Permitted Loan Purchase, the Loans purchased pursuant thereto shall be deemed to be automatically and immediately cancelled and extinguished in accordance with Section 9.04(j), (C) in connection with any such Permitted Loan Purchase, any of Holdings or its Subsidiaries, including the Borrowers and such Lender that is the Assignor shall execute and deliver to the Administrative Agent a Permitted Loan Purchase Assignment and Acceptance (and for the avoidance of doubt, (x) shall make the representations and warranties set forth in the Permitted Loan Purchase Assignment and Acceptance and (y) shall not be required to execute and deliver an Assignment and Acceptance pursuant to Section 9.04(b)(ii)(B)) and shall otherwise comply with the conditions to Assignments under this Section 9.04 and (D) no Default or Event of Default would exist immediately after giving effect on a Pro Forma Basis to such Permitted Loan Purchase.

(j) Each Permitted Loan Purchase shall, for purposes of this Agreement be deemed to be an automatic and immediate cancellation and extinguishment of such Term Loans and the Borrower Representative shall, upon consummation of any Permitted Loan Purchase, notify the Administrative Agent that the Register be updated to record such event as if it were a prepayment of such Loans.

(k) 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 Representative 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, each Issuing Bank, each Swingline Lender or any other 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 and Swingline Loans in accordance with its Revolving Facility Percentage; 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.

Section 9.05 Expenses; Indemnity. (a) The Borrowers agree to pay (i) all reasonable and documented out-of-pocket expenses (including Other Taxes) incurred by the Administrative Agent or the Collateral Agent in connection with the preparation of this Agreement and the other Loan Documents, or by the Administrative Agent or the Collateral Agent in connection with the administration of this Agreement and any amendments, modifications or waivers of the provisions hereof or thereof, including the reasonable fees, charges and disbursements of Latham & Watkins LLP, counsel for

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the Administrative Agent, the Collateral Agent and the Arrangers, and, if necessary, the reasonable fees, charges and disbursements of one local counsel per jurisdiction, and (ii) all out-of-pocket expenses (including Other Taxes) incurred by the Agents, any Issuing Bank or any Lender in connection with the enforcement of their rights in connection with this Agreement and the other Loan Documents, in connection with the Loans made or the Letters of Credit issued hereunder, including the fees, charges and disbursements of a single counsel for all such persons, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction for all such persons, taken as a whole (and, in the case of an actual or perceived conflict of interest where such person affected by such conflict informs the Borrower Representative of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another firm of such for such affected person).

(b) The Borrowers agree to indemnify the Administrative Agent, the Collateral Agent, the Arrangers, the Joint Bookrunners, each Issuing Bank, each Lender, the Syndication Agent, the Documentation Agent, each of their respective Affiliates, successors and assignors, and each of their respective directors, officers, employees, agents, trustees, advisors, controlling persons and members (each such person being called an “Indemnitee”) against, and to hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and disbursements (excluding the allocated costs of in house counsel and limited to not more than one counsel for all such Indemnitees, taken as a whole, and, if necessary, a single local counsel in each appropriate jurisdiction for all such Indemnitees, taken as a whole (and, in the case of an actual or perceived conflict of interest where the Indemnitee affected by such conflict informs the Borrower Representative of such conflict and thereafter retains its own counsel with the Borrowers’ prior written consent (not to be unreasonably withheld), of another firm of counsel for such affected Indemnitee)), incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the execution or delivery of this Agreement, the Commitment Letter, the Fee Letter or any other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto and thereto of their respective obligations thereunder or the consummation of the Transactions, the Merger and the other transactions contemplated hereby, (ii) the use of the proceeds of the Loans or the use of any Letter of Credit (including any refusal by any Issuing Bank 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), (iii) any violation of or liability under Environmental Laws by Holdings, the Borrowers or any Subsidiary, (iv) any actual or alleged presence, Release or threatened Release of or exposure to Hazardous Materials at, under, on, from or to any property owned, leased or operated by Holdings, the Borrowers or any Subsidiary or (v) any claim, action, suit, inquiry, litigation, investigation or other proceeding relating to any of the foregoing, whether or not any Indemnitee is a party thereto and regardless of whether such matter is initiated by a third party or by Holdings, the Borrowers or any of their subsidiaries or Affiliates, or the equity holders or creditors of Holdings or the Borrowers; provided, that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, liabilities or related expenses (x) are determined by a final, non-appealable judgment of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or willful misconduct of such Indemnitee or any of its Related Parties, (y) arose from a material breach of such Indemnitee’s or any of its Related Parties’ obligations under any Loan Document (as determined by a court of competent jurisdiction in a final, non-appealable judgment) or (z) arose from any claim, actions, suits, inquiries, litigation, investigation or proceeding that does not involve an act or omission of the Borrowers or any of its Affiliates and is brought by an Indemnitee against another Indemnitee (other than any claim, actions, suits, inquiries, litigation, investigation or proceeding against any Agent, Arranger, Issuing Bank or Swingline Lender in its capacity as such). None of the Indemnitees (or any of their respective affiliates) shall be responsible or liable to the Fund, Holdings, the Borrowers or any of their respective subsidiaries, Affiliates or stockholders or any other person or entity for any special, indirect, consequential or punitive damages, which may be alleged as a result of the Facilities or the Transactions. The provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the consummation of the

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transactions contemplated hereby, the repayment of any of the Obligations, the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf of the Administrative Agent, any Issuing Bank or any Lender. All amounts due under this Section 9.05 shall be payable within 15 days after written demand therefor accompanied by reasonable documentation with respect to any reimbursement, indemnification or other amount requested.

(c) Except as expressly provided in Section 9.05(a) with respect to Other Taxes, which shall not be duplicative with any amounts paid pursuant to Section 2.17, this Section 9.05 shall not apply to any Taxes (other than Taxes that represent losses, claims, damages, liabilities and related expenses resulting from a non-Tax claim), which shall be governed exclusively by Section 2.17 and, to the extent set forth therein, Section 2.15.

(d) To the fullest extent permitted by applicable law, Holdings and the Borrowers shall not assert, and hereby waive, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof. No Indemnitee shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed by it through telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.

(e) The agreements in this Section 9.05 shall survive the resignation of the Administrative Agent, the Collateral Agent or any Issuing Bank, the replacement of any Lender, the termination of the Commitments and the repayment, satisfaction or discharge of all the other Obligations and the termination of this Agreement.

Section 9.06 Right of Set-off. If an Event of Default shall have occurred and be continuing, each Lender and each Issuing Bank 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 Lender or such Issuing Bank to or for the credit or the account of Holdings, either Borrower or any Subsidiary against any of and all the obligations of Holdings or either Borrower now or hereafter existing under this Agreement or any other Loan Document held by such Lender or such Issuing Bank, irrespective of whether or not such Lender or such Issuing Bank shall have made any demand under this Agreement or such other Loan Document and although the obligations may be unmatured; 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 2.22 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 Obligations owing to such Defaulting Lender as to which it exercised such right of setoff. The rights of each Lender and each Issuing Bank under this Section 9.06 are in addition to other rights and remedies (including other rights of set-off) that such Lender or such Issuing Bank may have.

Section 9.07 Applicable Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (OTHER THAN AS EXPRESSLY SET FORTH IN OTHER LOAN DOCUMENTS) SHALL BE CONSTRUED IN

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ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

Section 9.08 Waivers; Amendment. (a) No failure or delay of the Administrative Agent, any Issuing Bank or any Lender in exercising any right or power hereunder or under any Loan Document 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 Administrative Agent, the Collateral Agent, each Issuing Bank and the Lenders hereunder and under the other Loan Documents 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 any other Loan Document or consent to any departure by Holdings, the Borrowers or any other Loan Party therefrom shall in any event be effective unless the same shall be permitted by clause (b) below, 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 Holdings, Borrowers or any other Loan Party in any case shall entitle such person to any other or further notice or demand in similar or other circumstances.

(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived, amended or modified except (x) as provided in Section 2.21, (y) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by Holdings, the Borrowers and the Required Lenders (or, (A) in respect of any waiver, amendment or modification of Section 6.11 (or any Default or Event of Default in respect thereof) or of Section 4.01 after the Closing Date, the Required Revolving Facility Lenders voting as a single Class, rather than the Required Lenders, or (B) in respect of any waiver, amendment or modification of Section 2.11(b) or (c), the Required Prepayment Lenders, rather than the Required Lenders), and (z) in the case of any other Loan Document, pursuant to an agreement or agreements in writing entered into by each Loan Party party thereto and the Administrative Agent and consented to by the Required Lenders; provided, however, that no such agreement shall:

(i) decrease or forgive the principal amount of, or extend the final maturity of, or decrease the rate of interest on, any Loan or any L/C Disbursement, or extend the stated expiration of any Letter of Credit beyond the applicable Revolving Facility Maturity Date (except as provided in Section 2.05(c)), without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification); provided, that any amendment to the financial definitions in this Agreement shall not constitute a reduction in the rate of interest for purposes of this clause (i),

(ii) increase or extend the Commitment of any Lender, or decrease the Commitment Fees, L/C Participation Fees or any other Fees of any Lender or extended the time for payment thereof without the prior written consent of such Lender (which, notwithstanding the foregoing, such consent of such Lender shall be the only consent required hereunder to make such modification); provided, that waivers or modifications of conditions precedent, covenants, Defaults or Events of Default, mandatory prepayments or of a mandatory reduction in the aggregate Commitments shall not constitute an increase or extension of the Commitments of any Lender for purposes of this clause (ii),

(iii) extend or waive any Term Loan Installment Date or reduce the amount due on any Term Loan Installment Date or extend any date on which payment of interest on any Loan or any L/C Disbursement or any Fees is due, without the prior written consent of each Lender directly adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),

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(iv) amend the provisions of Section 7.02 in a manner that would by its terms alter the pro rata sharing of payments required thereby, without the prior written consent of each Lender adversely affected thereby (which, notwithstanding the foregoing, such consent of such Lender directly adversely affected thereby shall be the only consent required hereunder to make such modification),

(v) amend or modify the provisions of this Section 9.08 or the definition of the terms “Required Lenders,” “Majority Lenders” or any other provision hereof specifying the number or percentage of Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the prior written consent of each Lender adversely affected thereby (it being understood that, with the consent of the Required Lenders, additional extensions of credit pursuant to this Agreement may be included in the determination of the Required Lenders on substantially the same basis as the Loans and Commitments are included on the Closing Date),

(vi) release all or substantially all of the Collateral or all or substantially all of the Loan Parties from their respective Guarantees under the Guarantee Agreement, unless, in the case of a Loan Party, all or substantially all the Equity Interests of such Loan Party, is sold or otherwise disposed of in a transaction permitted by this Agreement, without the prior written consent of each Lender other than a Defaulting Lender,

(vii) effect any waiver, amendment or modification that by its terms adversely affects the rights in respect of payments or collateral of Lenders participating in any Facility differently from those of Lenders participating in another Facility, without the consent of the Majority Lenders participating in the adversely affected Facility (it being agreed that the Required Lenders may waive, in whole or in part, any prepayment or Commitment reduction required by Section 2.11 so long as the application of any prepayment or Commitment reduction still required to be made is not changed);

provided, further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent, Swingline Lender or an Issuing Bank hereunder without the prior written consent of the Administrative Agent, Swingline Lender or such Issuing Bank acting as such at the effective date of such agreement, as applicable. Each Lender shall be bound by any waiver, amendment or modification authorized by this Section 9.08 and any consent by any Lender pursuant to this Section 9.08 shall bind any Assignee of such Lender.

Notwithstanding anything to the contrary herein, no Defaulting Lender shall have the 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 affected 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 without the consent of such 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 disproportionately adversely relative to other affected Lenders shall require the consent of such Defaulting Lender.

(c) Without the consent of any Lender or Issuing Bank, the Loan Parties and the Administrative Agent may (in their respective sole discretion, or shall, to the extent required by any Loan Document) enter into any amendment, modification or waiver of any Loan Document, or enter into any new agreement or instrument, to effect the granting, perfection, protection, expansion or enhancement of any

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security interest in any Collateral or additional property to become Collateral for the benefit of the Secured Parties, to include holders of Other First Liens securing Other First Lien Debt on a pari passu basis with the Collateral in the benefit of the Security Documents in connection with the incurrence of any Other First Lien Debt, or as required by local law to give effect to, or protect any security interest for the benefit of the Secured Parties, in any property or so that the security interests therein comply with applicable law or this Agreement or in each case to otherwise enhance the rights or benefits of any Lender under any Loan Document.

(d) Notwithstanding the foregoing, this Agreement may be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent, Holdings and the Borrowers (a) to permit additional extensions of credit to be outstanding hereunder from time to time and the accrued interest and fees and other obligations in respect thereof to share ratably in the benefits of this Agreement and the other Loan Documents with the Term Loans and the Revolving Facility Loans and the accrued interest and fees and other obligations in respect thereof and (b) to include appropriately the holders of such extensions of credit in any determination of the requisite lenders required hereunder, including Required Lenders and the Required Revolving Facility Lenders.

(e) Notwithstanding the foregoing, technical and conforming modifications to the Loan Documents may be made with the consent of Holdings, the Borrowers and the Administrative Agent (but without the consent of any Lender) to the extent necessary (A) to integrate any Incremental Term Loan Commitments or Incremental Revolving Facility Commitments in a manner consistent with Section 2.21, including, with respect to Other Revolving Loans or Other Term Loans, as may be necessary to establish such Incremental Term Loan Commitments or Revolving Facility Loans as a separate Class or tranche from the existing Term Facility Commitments or Incremental Revolving Facility Commitments, as applicable, and, in the case of Extended Term Loans, to reduce the amortization schedule of the related existing Class of Term Loans proportionately, (B) to integrate any Other First Lien Debt incurred hereunder or (C) to cure any ambiguity, omission, defect or inconsistency; provided, that the Administrative Agent shall notify the Lenders of any such proposed modifications and no such modification shall become effective if the Required Lenders have objected thereto within five (5) Business Days after the delivery of such notice.

(f) Each of the parties hereto hereby agrees that the Administrative Agent may take any and all action as may be necessary to ensure that all Term Loans established pursuant to Section 2.21 after the Closing Date that will be included in an existing Class of Term Loans outstanding on such date (an “Applicable Date”), when originally made, are included in each Borrowing of outstanding Term Loans of such Class (the “Existing Class Loans”), on a pro rata basis, and/or to ensure that, immediately after giving effect to such new Term Loans (the “New Class Loans” and, together with the Existing Class Loans, the “Class Loans”), each Lender holding Class Loans will be deemed to hold its Pro Rata Share of each Class Loan on the Applicable Date (but without changing the amount of any such Lender’s Term Loans), and each such Lender shall be deemed to have effectuated such assignments as shall be required to ensure the foregoing. The “Pro Rata Share” of any Lender on the Applicable Date is the ratio of (1) the sum of such Lender’s Existing Class Loans immediately prior to the Applicable Date plus the amount of New Class Loans made by such Lender on the Applicable Date over (2) the aggregate principal amount of all Class Loans on the Applicable Date.

(g) With respect to the incurrence of any secured or unsecured Indebtedness (including any intercreditor agreement relating thereto), the Borrower Representative may elect (in its discretion, but shall not be obligated) to deliver to the Administrative Agent a certificate of a Responsible Officer thereof at least three Business Days prior to the incurrence thereof (or such shorter time as the Administrative Agent may agree in its reasonable discretion), together with either drafts of the material documentation relating to such Indebtedness or a description of such Indebtedness (including a description of the Liens intended to secure the same or the subordination provisions thereof, as applicable) in

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reasonably sufficient detail to be able to make the determinations referred to in this paragraph, which certificate shall either, at the Borrower Representative’s election, as applicable, (x) state that the Borrower Representative has determined in good faith that such Indebtedness satisfies the requirements of the applicable provisions of Section 6.01 and 6.02 (taking into account any other applicable provisions of this Section 9.08), in which case such certificate shall be conclusive evidence thereof, or (y) request the Administrative Agent to confirm, based on the information set forth in such certificate and any other information reasonably requested by the Administrative Agent, that such Indebtedness satisfies such requirements, in which case the Administrative Agent may determine whether, in its reasonable judgment, such requirements have been satisfied (in which case it shall deliver to the Borrower Representative, as applicable, a written confirmation of the same), with any such determination of the Administrative Agent to be conclusive evidence thereof, and the Lenders hereby authorize the Administrative Agent to make such determinations.

(h) Notwithstanding the foregoing, this Agreement may be amended, waived or otherwise modified with the written consent of the Required Revolving Facility Lenders, the Administrative Agent, Holdings, Intermediate Holdings and the Borrowers with respect to (i) the provisions of Section 4.01, solely as they relate to the Revolving Facility Loans, Swingline Loans and Letters of Credit and (ii) the provisions of Section 6.11.

(i) Notwithstanding the foregoing, this Agreement may be amended, with the written consent of each Revolving Facility Lender, any Issuing Bank, the Administrative Agent, Holdings, Intermediate Holdings and the Borrowers to the extent necessary to integrate any Alternate Currency.

Section 9.09 Interest Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the applicable interest rate, together with all fees and charges that are treated as interest under applicable law (collectively, the “Charges”), as provided for herein or in any other document executed in connection herewith, or otherwise contracted for, charged, received, taken or reserved by any Lender or any Issuing Bank, shall exceed the maximum lawful rate (the “Maximum Rate”) that may be contracted for, charged, taken, received or reserved by such Lender in accordance with applicable law, the rate of interest payable hereunder, together with all Charges payable to such Lender or such Issuing Bank, shall be limited to the Maximum Rate; provided, that such excess amount shall be paid to such Lender or such Issuing Bank on subsequent payment dates to the extent not exceeding the legal limitation.

Section 9.10 Entire Agreement. This Agreement, the other Loan Documents and the agreements regarding certain Fees referred to herein constitute the entire contract between the parties relative to the subject matter hereof. Any previous agreement among or representations from the parties or their Affiliates with respect to the subject matter hereof is superseded by this Agreement and the other Loan Documents. Notwithstanding the foregoing, the Fee Letter shall survive the execution and delivery of this Agreement and remain in full force and effect. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon any party other than the parties hereto and thereto any rights, remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

Section 9.11 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE

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FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

Section 9.12 Severability. In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby. 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 9.13 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall constitute an original but all of which, when taken together, shall constitute but one contract, and shall become effective as provided in Section 9.03. Delivery of an executed counterpart to this Agreement by facsimile transmission (or other electronic transmission pursuant to procedures approved by the Administrative Agent) shall be as effective as delivery of a manually signed original.

Section 9.14 Headings. Article and Section headings and the Table of Contents used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

Section 9.15 Jurisdiction; Consent to Service of Process. (a) Each Borrower and each other Loan Party irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Administrative Agent, the Collateral Agent, any Issuing Bank, any Lender, or any Affiliate of the foregoing in any way relating to this Agreement or any other Loan Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation 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, litigation 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 the Administrative Agent, any Issuing Bank or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Holdings or any other Loan Party or its properties in the courts of any jurisdiction.

(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or the other Loan Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01. Nothing in this Agreement will affect the right of any party to this Agreement or any other Loan Document to serve process in any other manner permitted by law.

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Section 9.16 Confidentiality. Each of the Lenders, each Issuing Bank and each of the Agents agrees that it shall maintain in confidence any information relating to Holdings, any Parent Entity, either Borrower and any Subsidiary furnished to it by or on behalf of Holdings, any Parent Entity, either Borrower or any Subsidiary (other than information that (a) has become generally available to the public other than as a result of a disclosure by such party, (b) has been independently developed by such Lender, such Issuing Bank or such Agent without violating this Section 9.16 or (c) was available to such Lender, such Issuing Bank or such Agent from a third party having, to such person’s knowledge, no obligations of confidentiality to Holdings, any Parent Entity, either Borrower or any other Loan Party) and shall not reveal the same other than to its directors, trustees, officers, employees and advisors with a need to know and any numbering, administration or settlement service providers or to any person that approves or administers the Loans on behalf of such Lender (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), except: (A) on a confidential basis to (x) any rating agency in connection with rating Holdings or a Borrower or the Subsidiaries or the Facilities hereunder or (y) the CUSIP Service Bureau or any similar agency in connection with the issuance and monitoring of CUSIP numbers with respect to the facilities or market data collectors, similar service providers to the lending industry and service providers to the Administrative Agent in connection with the administration and management of this Agreement and the Loan Documents, (B) to the extent necessary to comply with law or any legal process or the requirements of any Governmental Authority, the National Association of Insurance Commissioners or of any securities exchange on which securities of the disclosing party or any Affiliate of the disclosing party are listed or traded, (in which case such person shall promptly notify the Borrower Representative, in advance, to the extent permitted by law), (D) as part of normal reporting or review procedures to, or examinations by, Governmental Authorities or self-regulatory authorities, including the National Association of Insurance Commissioners or the National Association of Securities Dealers, Inc., (E) to any pledgee under Section 9.04(d) or any other prospective assignee of, or prospective Participant in, any of its rights under this Agreement (so long as such person shall have been instructed to keep the same confidential in accordance with this Section 9.16), (F) to any direct or indirect contractual counterparty in Hedging Agreements or such contractual counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to such contractual counterparty agrees to be bound by the provisions of this Section 9.16), (G) to its Affiliates and to its and its Affiliates’ officers, directors, employees, legal counsel, independent auditors, professionals and other experts or agents (so long as each such person shall have been instructed to keep the same confidential in accordance with this Section 9.16) with a need to know, and (H) for purposes of establishing a “due diligence” defense (in which case such party shall promptly notify the Borrower Representative, in advance, to the extent permitted by law).

Section 9.17 Platform; Borrower Materials. The Borrowers hereby acknowledge that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders and the Issuing Banks materials and/or information provided by or on behalf of the Borrowers hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”), and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to Holdings, the Borrowers or its Subsidiaries or any of their respective securities) (each, a “Public Lender”). The Borrowers hereby agree that they will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (i) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Borrower Materials “PUBLIC,” the Borrowers shall be deemed to have authorized the Administrative Agent, the Arrangers, the Issuing Banks and the Lenders to treat such Borrower Materials as solely containing information that is either (A) publicly available information or (B) not material (although it may be sensitive and proprietary) with respect to Holdings, the Borrowers or the Subsidiaries or any of their respective securities for purposes of United States Federal and state securities laws (provided, however, that such Borrower Materials shall be treated as set forth in Section 9.16, to the extent such Borrower Materials constitute information subject to the terms thereof), (iii)

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all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (iv) 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 Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be deemed to be marked “PUBLIC,” unless the Borrower Representative notifies the Administrative Agent promptly that any such document contains material nonpublic information: (1) the Loan Documents, (2) any notification of changes in the terms of the Facilities, (3) any notification of the identity of Ineligible Institutions and (4) all information delivered pursuant to Section 5.04 (other than the information delivered pursuant to clause (e) thereof).

Section 9.18 Release of Liens and Guarantees.

(a) The Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that the Liens granted to the Collateral Agent by the Loan Parties on any Collateral shall be automatically released: (i) in full upon the occurrence of the Termination Date as set forth in Section 9.18(d) below; (ii) upon the Disposition of such Collateral by any Loan Party to a person that is not (and is not required to become) a Loan Party in a transaction not prohibited by this Agreement (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent that such Collateral comprises property leased to a Loan Party, upon termination or expiration of such lease (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iv) if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 9.08), (v) to the extent that the property constituting such Collateral is owned by any Guarantor, upon the release of such Guarantor from its obligations under the Guarantee in accordance with the Guarantee Agreement or, in the case of a Borrower, from its obligations hereunder in accordance with and subject to compliance with the requirements of Section 9.24 or clause (b) below (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (vi) as provided in Section 8.11 (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), and (vii) as required by the Collateral Agent to effect any Disposition of Collateral in connection with any exercise of remedies of the Collateral Agent pursuant to the Security Documents. Any such release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those being released) upon (or obligations (other than those being released) of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any Disposition, all of which shall continue to constitute part of the Collateral except to the extent otherwise released in accordance with the provisions of the Loan Documents.

(b) In addition, the Lenders, the Issuing Banks and the other Secured Parties hereby irrevocably agree that any Subsidiary Loan Party shall be automatically released from its Guarantee upon consummation of any transaction not prohibited hereunder resulting in such Subsidiary ceasing to constitute a Subsidiary Loan Party or otherwise becoming an Excluded Subsidiary (and the Collateral Agent may rely conclusively on a certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry).

(c) The Lenders, the Issuing Banks and the other Secured Parties hereby authorize the Administrative Agent and the Collateral Agent, as applicable, to execute and deliver any instruments, documents, and agreements necessary or desirable to evidence and confirm the release of any Guarantor or Collateral pursuant to the foregoing provisions of this Section 9.18, all without the further consent or joinder of any Lender or any other Secured Party. Any representation, warranty or covenant contained in any Loan Document relating to any such Collateral or Guarantor shall no longer be deemed to be made. In

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connection with any release hereunder, the Administrative Agent and the Collateral Agent shall promptly (and the Secured Parties hereby authorize the Administrative Agent and the Collateral Agent to) take such action and execute any such documents as may be reasonably requested by the Borrower Representative and at the Borrowers’ expense in connection with the release of any Liens created by any Loan Document in respect of such Subsidiary, property or asset; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower Representative containing such certifications as the Administrative Agent shall reasonably request.

(d) Notwithstanding anything to the contrary contained herein or any other Loan Document, on the Termination Date, upon request of the Borrower Representative, the Administrative Agent and/or the Collateral Agent, as applicable, shall (without notice to, or vote or consent of, any Secured Party) take such actions as shall be required to release its security interest in all Collateral, and to release all obligations under any Loan Document, whether or not on the date of such release there may be any (i) obligations in respect of any Secured Hedge Agreements or any Secured Cash Management Agreements and (ii) any contingent indemnification obligations or expense reimburse claims not then due; provided, that the Administrative Agent shall have received a certificate of a Responsible Officer of the Borrower Representative containing such certifications as the Administrative Agent shall reasonably request. Any such release of obligations shall be deemed subject to the provision that such obligations shall be reinstated if after such release any portion of any payment in respect of the obligations guaranteed thereby shall be rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of either Borrower or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, either Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payment had not been made. Each Borrower agrees to pay all reasonable and documented out-of-pocket expenses incurred by the Administrative Agent or the Collateral Agent (and their respective representatives) in connection with taking such actions to release security interest in all Collateral and all obligations under the Loan Documents as contemplated by this Section 9.18(d).

(e) Obligations of Holdings or any of its Subsidiaries under any Secured Cash Management Agreement or Secured Hedge Agreement (after giving effect to all netting arrangements relating to such Secured Hedge Agreements) shall be secured and guaranteed pursuant to the Security Documents only to the extent that, and for so long as, the other Obligations are so secured and guaranteed. No person shall have any voting rights under any Loan Document solely as a result of the existence of obligations owed to it under any such Secured Hedge Agreement or Secured Cash Management Agreement. For the avoidance of doubt, no release of Collateral or Guarantors effected in the manner permitted by this Agreement shall require the consent of any holder of obligations under Secured Hedge Agreements or any Secured Cash Management Agreements.

Section 9.19 Judgment Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on which final judgment is given. The obligation of the Borrowers in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement (the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is less than the sum originally due to the Administrative Agent from the Borrowers in the Agreement Currency, the Borrowers agree, as a

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separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the person to whom such obligation was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative Agent in such currency, the Administrative Agent agrees to return the amount of any excess to the Borrower Representative (or to any other person who may be entitled thereto under applicable law).

Section 9.20 USA PATRIOT Act Notice. Each Lender that is subject to the USA PATRIOT Act and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Borrowers that pursuant to the requirements of the USA PATRIOT Act, 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 Lender or the Administrative Agent, as applicable, to identify each Loan Party in accordance with the USA PATRIOT Act.

Section 9.21 Affiliate Lenders.

(a) Each Lender who is an Affiliate of either Borrower, excluding (x) Holdings, the Borrowers and their respective Subsidiaries and (y) any Debt Fund Affiliate Lender (each, an “Affiliate Lender”; it being understood that (x) neither Holdings, the Borrowers, nor any of their Subsidiaries may be Affiliate Lenders and (y) Debt Fund Affiliate Lenders and Affiliate Lenders may be Lenders hereunder in accordance with Section 9.04, subject in the case of Affiliate Lenders, to this Section 9.21), in connection with any (i) consent (or decision not to consent) to any amendment, modification, waiver, consent or other action with respect to any of the terms of any Loan Document, (ii) other action on any matter related to any Loan Document or (iii) direction to the Administrative Agent, the Collateral Agent or any Lender to undertake any action (or refrain from taking any action) with respect to or under any Loan Document, agrees that, except with respect to any amendment, modification, waiver, consent or other action (1) described in clauses (i), (ii), (iii) or (iv) of the first proviso of Section 9.08(b) or (2) that adversely affects such Affiliate Lender (in its capacity as a Lender) in a disproportionately adverse manner as compared to other Lenders, such Affiliate Lender shall be deemed to have voted its interest as a Lender without discretion in such proportion as the allocation of voting with respect to such matter by Lenders who are not Affiliate Lenders. Each Affiliate Lender hereby irrevocably appoints the Administrative Agent (such appointment being coupled with an interest) as such Affiliate Lender’s attorney-in-fact, with full authority in the place and stead of such Affiliate Lender and in the name of such Affiliate Lender, from time to time in the Administrative Agent’s discretion to take any action and to execute any instrument that the Administrative Agent may deem reasonably necessary to carry out the provisions of this clause (a).

(b) Notwithstanding anything to the contrary in this Agreement, no Affiliate Lender shall have any right to (1) attend (including by telephone) any meeting or discussions (or portion thereof) among the Administrative Agent or any Lender to which representatives of the Borrowers are not then present, (2) receive any information or material prepared by Administrative Agent or any Lender or any communication by or among Administrative Agent and/or one or more Lenders, except to the extent such information or materials have been made available to the Borrowers or their representatives, (3) make or bring (or participate in, other than as a passive participant in or recipient of its pro rata benefits of) any claim, in its capacity as a Lender, against Administrative Agent, the Collateral Agent or any other Lender with respect to any duties or obligations or alleged duties or obligations of such Agent or any other such Lender under the Loan Documents, (4) purchase any Term Loan if, immediately after giving effect to such purchase, Affiliate Lenders in the aggregate would own Term Loans with an aggregate principal amount in excess of 30% of the aggregate principal amount of all Term Loans then outstanding or (5) purchase any Revolving Facility Loans or Revolving Facility Commitments. It shall be a condition precedent to each assignment to an Affiliate Lender that such Affiliate Lender shall have (x) represented to the assigning Lender in the applicable Assignment and Assumption Agreement, and notified the Administrative Agent, that it is (or will be, following the consummation of such assignment) an Affiliate Lender and that the

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aggregate amount of Term Loans held by it giving effect to such assignments shall not exceed the amount permitted by clause (4) of the preceding sentence and (y) represented in the applicable Assignment and Assumption Agreement that it is not in possession of material non-public information (within the meaning of United States federal and state securities laws) with respect to Holdings, either Borrower, the Subsidiaries or their respective securities (or, if Holdings is not at the time a public reporting company, material information of a type that would not be reasonably expected to be publicly available if Holdings were a public reporting company) that (A) has not been disclosed to the assigning Lender or the Lenders generally (other than because any such Lender does not wish to receive material non-public information with respect to Holdings, either Borrowers or the Subsidiaries) and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, the assigning Lender’s decision make such assignment.

Section 9.22 Agency of the Borrowers for the Loan Parties. Each of the other Loan Parties hereby appoints the Borrower Representative as its agent for all purposes relevant to this Agreement and the other Loan Documents, including the giving and receipt of notices and the execution and delivery of all documents, instruments and certificates contemplated herein and therein and all modifications hereto and thereto.

Section 9.23 No Liability of the Issuing Banks. The Borrowers assume all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrowers shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrowers, to the extent of any direct, but not consequential, damages suffered by the Borrowers that the Borrowers prove were caused by (i) such Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank 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.

Section 9.24 Guarantor Redesignation. Upon three (3) Business Days’ prior written notice to the Administrative Agent, the Borrower Representative may designate any Borrower (other than the Company) as a Guarantor (but not a Borrower) hereunder, provided that (1) the Company (or, to the extent permitted by Section 6.05(n), any Successor Borrower in respect of the Company) shall have expressly assumed all the obligations of such Borrower under this Agreement pursuant to a supplement hereto or thereto reasonably satisfactory to the Administrative Agent (such Borrower, the “Assuming Borrower”), (2) the Assuming Borrower shall be an entity organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, (3) each Guarantor (including such Borrower after giving effect to such redesignation), shall have by a supplement to the Guarantee Agreement, as applicable, confirmed that its guarantee thereunder shall apply to the remaining Borrower’s obligations under the Loan Documents after giving effect to such redesignation, (4) each Loan Party (including such Borrower after giving effect to such redesignation) shall have by a supplement to any applicable Security Document affirmed that its obligations thereunder shall apply to its guarantee as

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reaffirmed pursuant to clause (3), (5) each mortgagor of a Mortgaged Property (including such Borrower after giving effect to such redesignation) shall have affirmed that its obligations under the applicable Mortgage shall apply to its guarantee as reaffirmed pursuant to clause (3) and (6) the Assuming Borrower shall have delivered to the Administrative Agent (x) an officer’s certificate stating that such redesignation does not violate this Agreement or any other Loan Document and (y) if requested by the Administrative Agent, an opinion of counsel to the effect that such redesignation does not violate this Agreement or any other Loan Document and covering such other matters as are contemplated by the Collateral and Guarantee Requirement to be covered in opinions of counsel (it being understood that if the foregoing are satisfied, the Assuming Borrower will succeed to, and be substituted for, the applicable Borrower under this Agreement (solely in respect to such Borrower’s obligations as a “Borrower” hereunder); provided further, that (i) giving effect to any redesignation permitted pursuant to this Section 9.24 could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (ii) assets of such Assuming Borrower and such Guarantor (after giving effect to such redesignation) to the extent constituting Collateral shall be secured by perfected Liens to the same extent and with the same priority as immediately prior to such redesignation.

[Signature Pages Follow]

175

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 written above.

PRESIDIO HOLDINGS INC.
By:	/s/ Paul D. Fletcher
	Name: Paul D. Fletcher
	Title: Vice President and Treasurer
PRESIDIO IS CORP.
By:	/s/ Paul D. Fletcher
	Name: Paul D. Fletcher
	Title: Vice President and Treasurer
PRESIDIO, INC.
By:	/s/ Paul D. Fletcher
	Name: Paul D. Fletcher
	Title: Chief Financial Officer and Executive           Vice President
PRESIDIO NETWORKED SOLUTIONS, INC.
By:	/s/ Paul D. Fletcher
	Name: Paul D. Fletcher
	Title: Chief Financial Officer and Executive           Vice President
ATLANTIX GLOBAL SYSTEMS, LLC
By:	/s/ Paul D. Fletcher
	Name: Paul D. Fletcher
	Title: Executive Vice President-Finance and           Treasurer
PRESIDIO TECHNOLOGY CAPITAL, LLC
By:	/s/ Paul D. Fletcher
	Name: Paul D. Fletcher
	Title: Executive Vice President-Finance and           Treasurer

3RD AVE. CREATIVE MARKETING & BRANDING LLC
By:	/s/ Paul D. Fletcher
	Name: Paul D. Fletcher
	Title: Chief Financial Officer and Executive           Vice President of the Managing Member

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,
as Administrative Agent, Collateral Agent and as a Lender
By:	/s/ Robert Hetu
	Name: Robert Hetu
	Title: Authorized Signature
By:	/s/ Lingzi Huang
	Name: Lingzi Huang
	Title: Authorized Signature

PNC BANK, NATIONAL ASSOCIATION, as a Revolving Facility Lender
By:	/s/ John T Wilden
	Name: John T Wilden
	Title: Senior Vice President

[Presidio, Inc. Credit Agreement]

BARCLAYS BANK PLC, as a Revolving Facility Lender
By:	/s/ Ritam Bhalla
	Name: Ritam Bhalla Title: Director

[Presidio, Inc. Credit Agreement]

NATIXIS, NEW YORK BRANCH, as a Revolving Facility Lender
By:	/s/ Michael Plotnik
	Name: Michael Plotnik Title : Managing Director

By:	/s/ Matthieu Fulchiron
	Name: Matthieu Fulchiron Title: Vice President

[Presidio, Inc. Credit Agreement]

BANK OF MONTREAL, as a Revolving Facility Lender
By:	/s/ Gregory F. Tomczyk
	Name: Gregory F. Tomczyk
	Title: Director

[Presidio, Inc. Credit Agreement]

CITIBANK, N.A., as a Revolving Facility Lender
By	/s/ Stuart G. Dickson
	Name: Stuart G. Dickson
	Title : Vice President

[Presidio, Inc. Credit Agreement]

GOLDMAN SACHS BANK USA, as a Revolving Facility Lender
By:	/s/ Robert Ehudin
	Name: Robert Ehudin
	Titel: Authorized Signatory

[Presidio, Inc. Credit Agreement]

ROYAL BANK OF CANADA, as a Revolving Facility Lender
By:	/s/ J. Christian Gutierrez
	Name: J. Christian Gutierrez Title: AUTHORIZED SIGNATORY

[Presidio, Inc. Credit Agreement]

Schedule 1.01(A)

Certain Excluded Equity Interests

None.

Schedule 1.01(B)

Immaterial Subsidiaries

None.

Schedule 1.01(C)

Existing Rollover Letters of Credit

1. $1,500,000 standby letter of credit number 1811694200000, issued 3/15/2012, maturing 3/15/2016

2. $293,041.25 standby letter of credit number 1811944800000, issued 4/10/2013, maturing 3/24/2015

3. $750,000 standby letter of credit number 18122777200000, issued 12/31/2014, maturing 12/31/2015

Schedule 1.01(D)

Closing Date Unrestricted Subsidiaries

None.

Schedule 1.01(E)

Closing Date Mortgaged Properties

Approximately 7.8805 acres of real estate located in Norcross, Unincorporated Gwinnett County, Georgia, containing an office building of 82,000± square feet. Street Address: One Sun Court, Norcross, Georgia 30092. Tax Parcel ID #: R6302-152. Property legal description:

ALL THAT TRACT OR PARCEL OF LAND lying and being in Land Lots 285 and 302 of the 6^th District of Gwinnett County, Georgia known as Lot 1, Block “K”, Unit 9A, Technology Park/Atlanta, Inc., as recorded in Nat Book 71, page 157, Gwinnett County, Georgia Records.

Schedule 2.01

Commitments

Term B Loan Commitment:

Lender	Amount		Percentage
Credit Suisse AG, Cayman Islands Branch	$	600,000,000		100	%
Total	$	600,000,000		100	%

Revolving Facility Commitments:

Lender	Amount		Percentage
PNC Bank, National Association	$	15,000,000		30.0	%
Credit Suisse AG, Cayman Islands Branch	$	7,218,750		14.4375	%
Barclays Bank PLC	$	7,218,750		14.4375	%
Citibank, N.A.	$	5,250,000		10.50	%
Bank of Montreal	$	5,000,000		10.0	%
Natixis, New York Branch	$	3,750,000		7.50	%
Goldman Sachs Bank USA	$	3,281,250		6.5625	%
Royal Bank of Canada	$	3,281,250		6.5625	%
Total	$	50,000,000		100	%

Schedule 3.01

Organization and Good Standing

None.

Schedule 3.04

Governmental Approvals

None.

Schedule 3.05

Financial Statements

None.

Schedule 3.07(c)

Notices of Condemnation

None.

Schedule 3.08(a)

Subsidiaries

	Subsidiaries	Jurisdiction of Formation	Record Owner	Percentage of Equity Interest Owned Directly or Indirectly by Presidio, Inc.
1.	Presidio Capital Funding LLC	Delaware	Presidio, Inc.		100	%
2.	Atlantix Global Systems, LLC	Georgia	Presidio, Inc.		100	%
3.	Presidio Technology Capital, LLC	Georgia	Presidio, Inc.		100	%
4.	Presidio Networked Solutions, Inc.	Florida	Presidio, Inc.		100	%
5.	3rd Ave. Creative Marketing & Branding LLC	Delaware	Presidio Networked Solutions, Inc.		100	%
6.	Presidio Networked Solutions Group, LLC	Delaware	Presidio Networked Solutions, Inc.		100	%
7.	Presidio IS Corp.	Delaware	Presidio Holdings Inc.		100	%

Schedule 3.08(b)

Subscriptions

None.

Schedule 3.13

Taxes

None.

Schedule 3.16

Environmental Matters

None.

Schedule 3.21

Insurance

Effective Date	Type of Insurance	Carrier
3/31/14 to 3/31/15	Private Company Management Indemnity Package (Employment Practice Liability, Directors & Officers and Company, Fiduciary Liability)	Westchester Fire Insurance Company
3/31/14 to 3/31/15	Executive Elite Side A Difference in Conditions Directors and Officers Liability	Federal Insurance Company (Chubb)
3/31/14 to 3/31/15	Employed Lawyers Professional Liability	Executive Risk Indemnity Inc. (Chubb)
3/1/14 to 3/1/15	Workers Compensation	Zurich American Insurance Co
10/1/14 to 10/1/15	Real and Personal Property Package	Great Northern Insurance Company (Chubb)
10/1/14 to 10/1/15	Automobile	Great Northern Insurance Company (Chubb)
10/1/14 to 10/1/15	Professional Liability / Errors & Omissions	Federal Insurance Company (Chubb)
10/1/14 to 10/1/15	Umbrella	Federal Insurance Company (Chubb)
10/1/14 to 10/1/15	International Package	Great Northern Insurance Company (Chubb)
10/1/14 to 10/1/15	Crime	Travelers
10/1/14 to 10/1/15	Inland Marine (Domestic Transit) and Ocean Cargo	Travelers Property Casualty

Schedule 3.23

Intellectual Property

None.

Schedule 5.12

Post-Closing Items

None.

Schedule 6.01

Indebtedness

None.

Schedule 6.02(a)

Liens

None.

Schedule 6.04

Investments

None.

Schedule 6.07

Transactions with Affiliates

None.

Schedule 9.01

Notice Information

Party	Notice Address
Any Loan Party	Presidio Holdings Inc.
	12120 Sunset Hills Rd, Suite 202
	Reston, VA 20190
	Facsimile: (770) 326-7641
	Attention: Robert Cagnazzi and Paul Fletcher
	with copy to:
	Aegis Holdings, Inc.
	c/o Apollo Management VIII, L.P.
	9 West 57th Street
	Facsimile: (646) 607-0546
	Attention: Matthew Nord and Christopher Edson
	with copy to:
	Wachtell, Lipton, Rosen & Katz
	51 West 52nd Street
	New York, NY 10019
	Facsimile: (212) 403-2000
	Attention: Joshua A. Feltman, Esq. and John R.
	Sobolewski, Esq.
Administrative Agent	Credit Suisse AG
	Eleven Madison Avenue, 6th Floor
	New York, NY 10010
	Facsimile: (212) 322-2291
	Attention: Loan Operations – Agency Manager
	with copy to:
	Latham & Watkins LLP
	885 Third Avenue
	New York, NY 10022-4834
	Facsimile: (212) 751-4864
	Attention: Christopher R. Plaut
Issuing Bank	PNC Bank, National Association
	6750 Miller Road, (Mail Stop: BR-YB58-01-P)
	Brecksville, OH 44141
	Facsimile: (877) 718-7658
	Attention: Montreal Phillips

Swingline Lender	PNC Bank, National Association
	6750 Miller Road, (Mail Stop: BR-YB58-01-P)
	Brecksville, OH 44141
	Facsimile: (877) 718-7658
	Attention: Montreal Phillips

EXHIBIT A

FORM OF ASSIGNMENT AND ACCEPTANCE

Reference is made to the Credit Agreement dated as of February 2, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation, Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the lenders from time to time party thereto (“Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

1. The Assignor hereby sells and assigns, without recourse, to the Assignee, and the Assignee hereby purchases and assumes, without recourse, from the Assignor, effective as of the Effective Date set forth below (the “Effective Date”) (but not prior to the registration of the information contained herein in the Register pursuant to Section 9.04(b)(v) of the Credit Agreement), the interests set forth below (the “Assigned Interest”) in the Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, including, without limitation, the amounts and percentages set forth below of (i) the Commitments of the Assignor on the Effective Date set forth below and (ii) the Loans owing to the Assignor which are outstanding on the Effective Date. Each of the Assignor and the Assignee hereby makes and agrees to be bound by all the representations, warranties and agreements set forth in Exhibit A hereto. From and after the Effective Date (i) the Assignee shall be a party to and be bound by the provisions of the Credit Agreement and, to the extent of the interests assigned by this Assignment and Acceptance, have the rights and obligations of a Lender thereunder and under the Loan Documents and (ii) the Assignor shall, to the extent of the interests assigned by this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

2. Pursuant to Section 9.04(b)(ii) of the Credit Agreement, this Assignment and Acceptance is being delivered to the Administrative Agent together with (i) if required by Section 9.04(b)(ii)(B) of the Credit Agreement, a processing and recordation fee of $3,500 and (ii) if the Assignee is not already a Lender under the Credit Agreement, a completed Administrative Questionnaire and any tax forms required to be delivered pursuant to Section 2.17 of the Credit Agreement.

3. This Assignment and Acceptance shall be construed in accordance with and governed by the laws of the State of New York, without regard to any principle of conflicts of law that could require the application of any other law.

Date of Assignment:                                                                                                                           

Legal Name of Assignor (“Assignor”):                                                                                               

Legal Name of Assignee (“Assignee”):                                                                                               

Assignee’s Address for Notices:                                                                                                                                                                        

Effective Date of Assignment:                                                                                                                                                                           

Facility/Commitment	Principal Amount Assigned1	Percentage Assigned of Commitment (set forth, to at least 8 decimals, as a percentage of the Facility and the Aggregate Commitments of all Lenders thereunder)
Term Loans/Facility
Commitments	$		%
Revolving Facility
Loans/Commitments	$		%

[Remainder of page intentionally left blank]

¹  Minimum amount of Commitments and/or Loans assigned is governed by Section 9.04(b)(ii) of the Credit Agreement.

2

The terms set forth above are hereby agreed to:	Accepted2
, as Assignor	[CREDIT SUISSE AG, CAYMAN
	ISLANDS BRANCH,
	as Administrative Agent]3
by:
Name:	by:
Title:	Name:
	Title:
, as Assignee
by:	by:
Name:	Name:
Title:	Title:
	[INSERT NAME,
	as Swingline Lender]
	by:
	Name:
	Title:
	[INSERT NAME,
	as Issuing Bank]4
	by:
	Name:
	Title:
	[PRESIDIO HOLDINGS INC.,
	as Borrower Representative]5

² To be completed to the extent consents are required under Section 9.04(b)(i) of the Credit Agreement.

³  Consent of the Administrative Agent shall not be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of a Lender or an Approved Fund or an Affiliate of the Borrower made in accordance with Section 9.04(i) (see Exhibit G to the Credit Agreement) or Section 9.21 of the Credit Agreement.

⁴  Consent of the Issuing Bank and the Swingline Lender shall not be required for an assignment of all or any portion of a Term Loan.

⁵  Consent of the Borrower Representative shall not be required for an assignment of a Term Loan to a Lender, an Affiliate of a Lender, an Approved Fund, or in the case of assignments during the primary syndication of the Commitments and Loans to persons identified to and agreed by the Borrower Representative in writing prior to the Closing Date (which may include email), or for an assignment of a Revolving Facility Commitment or Revolving Facility Loan to a Revolving Facility Lender, an Affiliate of a Revolving Facility Lender or Approved Fund with respect to a Revolving Facility Lender, or, in each case, if an Event of Default under Section 7.01(b), (c), (h) or (i) of the Credit

[Signature Page to the Assignment and Acceptance]

by:
	Name:
	Title:

Agreement has occurred and is continuing, any other person. Consent of the Borrower Representative, with respect to the assignment of a Term Loan, shall be deemed to have been given if the Borrower Representative has not responded within ten (10) Business Days after the delivery of any request for such consent.

[Signature Page to the Assignment and Acceptance]

EXHIBIT A

REPRESENTATIONS, WARRANTIES AND AGREEMENTS

Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

By executing and delivering this Assignment and Acceptance, the Assignor and the Assignee hereunder shall be deemed to confirm to and agree with each other and the other parties hereto as follows:

1. Such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned hereby free and clear of any lien, encumbrance or other adverse claim, that it has full power and authority, and has taken all action necessary, to execute and deliver this Assignment and to consummate the transactions contemplated hereby and that its applicable Commitment, and the outstanding balances of its Term Loans and Revolving Facility Loans, in each case without giving effect to assignments hereof which have not become effective, are as set forth in such Assignment and Acceptance.

2. Except as set forth in (1) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or any other Loan Document, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or any collateral thereunder, or the financial condition of Holdings, the Borrowers or any Subsidiary or the performance or observance by Holdings, the Borrowers or any Subsidiary of any of its obligations under the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto.

3. The Assignee represents and warrants that it is legally authorized to enter into such Assignment and Acceptance.

4. The Assignee confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements referred to in Section 3.05 (or delivered pursuant to Section 5.04) of the Credit Agreement, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance.

5. The Assignee will independently and without reliance upon any Agent, such assigning Lender 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 Credit Agreement.

6. The Assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to such Agents by the terms of the Credit Agreement and the other Loan Documents, together with such powers as are reasonably incidental thereto.

7. The Assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender.

8. 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.

9. The Assignee hereby represents and warrants to the Assignor and the Administrative Agent that it [is][is not] an Affiliate Lender.

10. [The Assignee hereby represents to the Assignor, and notifies the Administrative Agent that, that it is an Affiliate Lender acknowledges and agrees to the provisions of Section 9.21 of the Credit Agreement. The Assignee hereby represents and warrants, as of the date hereof, (x) immediately after giving effect to this assignment, the Affiliate Lenders in the aggregate will not own Term Loans with an aggregate principal amount in excess of 30% of the aggregate principal amount of all Term Loans then outstanding and (y) it is not in possession of material non-public information (within the meaning of United States federal and state securities laws) with respect to Holdings, either Borrower, the Subsidiaries or their respective securities (or, if Holdings is not at the time a public reporting company, material information of a type that would not be reasonably expected to be publicly available if Holdings were a public reporting company) that (A) has not been disclosed to the Assignor or the Lenders generally (other than because any such Lender does not wish to receive material non-public information with respect to Holdings, either Borrowers or the Subsidiaries) and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, the Assignor’s decision make such assignment.]¹

¹ To be included only if the Assignee is an Affiliate Lender.

2

EXHIBIT B

FORM OF ADMINISTRATIVE QUESTIONNAIRE

PLEASE PROVIDE ONE OF THE FOLLOWING TAX FORMS

W-9, W-8BEN, W-8ECI, W-8EXP, W-8IMY

LEGAL NAME

LEGAL ADDRESS

MEI

CREDIT CONTACT

Name

Title

Address

Phone

Fax

Email

DAILY OPERATIONS CONTACT

Name

Address

Phone

Email

USD – WIRE INSTRUCTIONS

Bank Name

ABA

Acct Name

Acct#

EUR – WIRE INSTRUCTIONS

Acct W/Inst

Bene

IBAN

Acct #

GBP – WIRE INSTRUCTIONS

Acct W/ Ins

Sort Code

Bene

Acct #

CAD – WIRE INSTRUCTIONS

Acct W/ Inst.

Bene

Acct #

JPY – WIRE INSTRUCTIONS

Acct W/ Inst.

Bene

Acct #

AUD – WIRE INSTRUCTIONS

Acct W/ Inst.

Bene:

Acct #

2

EXHIBIT C

SOLVENCY CERTIFICATE

February 2, 2015

This Solvency Certificate is delivered pursuant to Section 4.02(i) of the Credit Agreement dated as of February 2, 2015, among Presidio Holdings Inc., a Delaware corporation (“Holdings”), Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the lenders from time to time party thereto (“Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The undersigned hereby certifies, solely in his capacity as an officer of the Company and not in his individual capacity, as follows:

1. I am the Treasurer of the Company. I am familiar with the Transactions, and have reviewed the Credit Agreement, financial statements referred to in Section 3.05 of the Credit Agreement and such documents and made such investigation as I have deemed relevant for the purposes of this Solvency Certificate.

2. As of the date hereof, immediately after giving effect to the consummation of the Transactions, on and as of such date (i) the fair value of the assets of Holdings and its subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts and liabilities, direct, subordinated, contingent or otherwise, of Holdings and its subsidiaries on a consolidated basis; (ii) the present fair saleable value of the property of Holdings and its subsidiaries on a consolidated basis will be greater than the amount that will be required to pay the probable liability of Holdings and its subsidiaries on a consolidated basis on their debts and other liabilities, direct, subordinated, contingent or otherwise, as such debts and other liabilities become absolute and matured; (iii) Holdings and its subsidiaries on a consolidated basis will be able to pay their debts and liabilities, direct, subordinated, contingent or otherwise, as such debts and liabilities become absolute and matured; and (iv) Holdings and its subsidiaries on a consolidated basis will not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

3. As of the date hereof, immediately after giving effect to the consummation of the Transactions, Holdings does not intend to, and Holdings does not believe that it or any of its subsidiaries will, incur debts beyond its ability to pay such debts as they mature, taking into account the timing and amounts of cash to be received by it or any such subsidiary and the timing and

amounts of cash to be payable on or in respect of its debts or the debts of any such subsidiary.

This Solvency Certificate is being delivered by the undersigned officer only in his capacity as Treasurer of the Company and not individually and the undersigned shall have no personal liability to the Administrative Agent or the Lenders with respect thereto.

[Signature Page Follows. Remainder of Page Intentionally Left Blank]

2

IN WITNESS WHEREOF, the undersigned has executed this Solvency Certificate on the date first written above.

PRESIDIO HOLDINGS INC.
By:
	Name: Paul D. Fletcher
	Title: Vice President and Treasurer

[Signature Page to Solvency Certificate]

EXHIBIT D-1

FORM OF BORROWING REQUEST

Date:1

,

To:

Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit Agreement dated as of February 2, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation, Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), PNC Bank, National Association, as a Swingline Lender and a Issuing Bank, and the other Lenders from time to time party thereto and the Administrative Agent.

Ladies and Gentlemen:

Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably notifies you, pursuant to Section 2.03 of the Credit Agreement, of the Borrowing specified below:

1. The Borrowing will be a Borrowing of                     Loans.²

2. The aggregate amount of the proposed Borrowing is: $                    .

3. The Business Day of the proposed Borrowing is:                     .

4. The Borrowing is comprised of $                     of ABR Loans and $                     of the Eurocurrency Loans.

5. The duration of the initial Interest Period for the Eurocurrency Loans, if any, included in the Borrowing shall be                      month(s).³

6. [The currency in which the Eurocurrency Revolving Facility Borrowing is to be denominated is                     .]⁴

7. The location and number of the account to which the proceeds of such Borrowing are to be disbursed is                     .

8. The legal name of the Borrower is                     ⁵.

¹  The Borrower Representative must notify the Administrative Agent by telephone (a) in the case of a Eurocurrency Borrowing, not later than 12:00 noon, Local Time, three Business Days before the date of the proposed Borrowing or (b) in the case of an ABR Borrowing, not later than 10:00 a.m., Local Time, on the Business Day of the proposed Borrowing. Each telephonic Borrowing Request will be irrevocable and must be confirmed promptly by hand delivery or electronic means of this form to the Administrative Agent.

² Term Loans, Other Term Loans, Initial Revolving Loans or Other Revolving Loans.

³  1, 2, 3 or 6 months (or 12 months, if at the time of the Borrowing, all relevant Lenders make interest periods of such length available or, if agreed to by the Administrative Agent, any shorter period).

⁴  To be Dollars or any currency other than Dollars that is approved in accordance with Section 1.05 of the Credit Agreement.

[The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Borrowing, before and after giving effect thereto and to the application of the proceeds thereof:

(A) The representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); and

(B) No Event of Default or Default has occurred and is continuing.]⁶

(signature page follows)

⁵  Any Borrowing request submitted with respect to Term Loans to be made on the Closing Date shall specify the Company as the Borrower thereof.

⁶  To be included in any borrowing request, other than a borrowing request for a Borrowing on the Closing Date. Any borrowing request for a Borrowing on the Closing Date may be conditioned on the consummation of the Merger.

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This Borrowing Request is issued pursuant to and is subject to the Credit Agreement, executed as of the date first written above.

PRESIDIO HOLDINGS INC.
By:
	Name:
	Title:

[Signature Page to the Borrowing Request]

EXHIBIT D-2

FORM OF SWINGLINE BORROWING REQUEST

Date:1

,

To:

Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) and [PNC Bank, National Association], as Swingline Lender under that certain Credit Agreement dated as of February 2, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation, Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the Lenders from time to time party thereto and the Administrative Agent.

Ladies and Gentlemen:

Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. The undersigned hereby irrevocably notifies you, pursuant to Section 2.04(b) of the Credit Agreement, of the Swingline Borrowing specified below:

1. The Business Day of the proposed Swingline Borrowing is:                     .

2. The aggregate amount of the proposed Swingline Borrowing is: $                    .

3. The location and number of the account to which the proceeds of such Swingline Borrowing are to be disbursed is                     .

4. The legal name of the Borrower is                     .

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the proposed Swingline Borrowing, before and after giving effect thereto and to the application of the proceeds thereof:

(A) The representations and warranties set forth in the Loan Documents are true and correct in all material respects as of the date hereof, with the same effect as though made on and as of the date hereof, except to the extent such representations and warranties expressly relate to an earlier date (in which case such representations and warranties were true and correct in all material respects as of such earlier date); and

(B) No Event of Default or Default has occurred and is continuing.

(signature page follows)

¹  Except for Swingline Borrowings under a Working Cash Agreement, the Borrower Representative must notify the Administrative Agent and the Swingline Lender by telephone not later than 2:00 p.m., Local Time, on the day of the proposed Swingline Borrowing. Each telephonic Swingline Borrowing Request will be irrevocable and must be confirmed by delivery of this form by electronic means to the Administrative Agent.

This Swingline Borrowing Request is issued pursuant to and is subject to the Credit Agreement, executed as of the date first written above.

PRESIDIO HOLDINGS INC.
By:
	Name:
	Title:

[Signature Page to the Swingline Borrowing Request]

EXHIBIT E

FORM OF INTEREST ELECTION REQUEST

Date:1

,

To:

Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) under that certain Credit Agreement dated as of February 2, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation, Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the Lenders from time to time party thereto and the Administrative Agent.

Ladies and Gentlemen:

Reference is made to the above-described Credit Agreement. Terms defined in the Credit Agreement, wherever used herein, unless otherwise defined herein, shall have the same meanings herein as are prescribed by the Credit Agreement. This notice constitutes an Interest Election Request and the undersigned Borrower Representative hereby makes an election with respect to Loans under the Credit Agreement, and in that connection the Borrower Representative specifies the following information with respect to such election:

5. Borrowing to which this request applies (including Facility, principal amount and Type of Loans subject to election):                     ²

6. Effective date of election (which shall be a Business Day):                     .

7. The Loans are to be [converted into] [continued as] [ABR] [Eurocurrency] Loans.

8. The duration of the Interest Period for the Eurocurrency Loans, if any, included in the election shall be                      months.³

(signature page follows)

¹  The Borrower Representative must notify the Administrative Agent of such election by telephone by the time that a Borrowing Request would be required under Section 2.03 if such Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such election. Each telephonic Interest Election Request will be irrevocable and must be confirmed promptly by hand delivery or electronic means of this form to the Administrative Agent.

²  If different options are being elected with respect to different portions of the Borrowing, the portions thereof must be allocated to each resulting Borrowing (in which case the information to be specified pursuant to Paragraphs 3 and 4 shall be specified for each resulting Borrowing).

³  1, 2, 3 or 6 months (or 12 months, if at the time of the Borrowing, all relevant Lenders make interest periods of such length available or, if agreed to by the Administrative Agent, any shorter period).

This Interest Election Request is issued pursuant to and is subject to the Credit Agreement, executed as of the date first written above.

PRESIDIO HOLDINGS INC.

By:

Name:

Title:

[Signature Page to the Interest Election Request (First Lien)]

Exhibit F to

Credit Agreement

FORM OF MORTGAGE

CONFIDENTIAL

MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES

AND FIXTURE FILING

by and from

[                             ],

“Mortgagor”

to

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, in its capacity as Collateral Agent,

“Mortgagee”

Dated as of                              , 201  

Location:	[                    ]
Municipality:	[                    ]
County:	[                    ]
State:	[                    ]

RECORDING REQUESTED BY,

AND WHEN RECORDED MAIL TO:

[                             ]

Prepared by [                            ]

MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND

FIXTURE FILING

THIS MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF RENTS AND LEASES AND FIXTURE FILING (this “Mortgage”) is dated as of                     , 201   by and from [                            ], a [                    ], as mortgagor, assignor and debtor (in such capacities and, together with any successors and assigns in such capacities, “Mortgagor”), whose address is [                            ], to CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent for the Secured Parties, as mortgagee, assignee and secured party (in such capacities and, together with its successors and assigns in such capacities, “Mortgagee”), having an address at [●].

WHEREAS, reference is made to (a) that certain Credit Agreement dated as of February 2, 2015 (as amended, renewed, extended, restated, replaced, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation, Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the Lenders party thereto from time to time, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the other parties party thereto and (b) that certain Collateral Agreement dated as of February 2, 2015 (as amended, renewed, extended, restated, replaced, supplemented or otherwise modified from time to time, “Collateral Agreement”), among the Borrowers, each other Loan Party party thereto and the Collateral Agent; and

WHEREAS, the Lenders have agreed to extend credit to the Borrowers subject to the terms and conditions set forth in the Credit Agreement. The obligations of the Lenders to extend such credit are conditioned upon, among other things, the execution and delivery of this Mortgage.

Accordingly, the parties hereto agree as follows:

ARTICLE I DEFINITIONS

Section 1.1 Definitions. All capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement. The rules of construction specified in Section 1.02 of the Credit Agreement also apply to this Mortgage. As used herein, the following terms shall have the following meanings:

(a) “Bankruptcy Code” has the meaning assigned to such term in Section 5.2.

(b) “Borrowers” has the meaning assigned to such term in the recitals hereof.

(c) “Charges” means any and all present and future real estate, property and other taxes, assessments and special assessments, levies, fees, all water and sewer rents and charges and all other governmental charges imposed upon or assessed against, and all claims (including, without limitation, claims for landlords’, carriers’, mechanics’, workmen’s, repairmen’s, laborer’s, materialmen’s, suppliers’ and warehousemen’s liens and other claims arising by operation of law), judgments or demands against, all or any portion of the Mortgaged

Property or other amounts of any nature which, if unpaid, might result in or permit the creation of, a Lien on the Mortgaged Property or which might result in foreclosure of all or any portion of the Mortgaged Property except, in each case, Permitted Liens.

(d) “Collateral Agent” means Mortgagee acting as the collateral agent for the Secured Parties, together with its successors in such capacity.

(e) “Collateral Agreement” has the meaning assigned to such term in the recitals of this Mortgage.

(f) “Company” has the meaning assigned to such term in the recitals hereof.

(g) “Credit Agreement” has the meaning assigned to such term in the recitals of this Mortgage.

(h) “Credit Agreement Documents” has the meaning assigned to such term in the Collateral Agreement.

(i) “Event of Default” has the meaning assigned to such term in the Collateral Agreement.

(j) “Excluded Property” has the meaning assigned to such term in the Collateral Agreement.

(k) “Intercreditor Agreements” has the meaning assigned to such term in the Collateral Agreement.

(l) “Mortgage” has the meaning assigned to such term in the preamble hereof.

(m) “Mortgaged Property” means the fee interest in the real property described in Exhibit A attached hereto and incorporated herein by this reference, together with any greater estate therein as hereafter may be acquired by Mortgagor and all of Mortgagor’s right, title and interest in, to and under all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing in each case whether now owned or hereinafter acquired, including without limitation all water rights, mineral, oil and gas rights, easements and rights of way (collectively, the “Land”), and all of Mortgagor’s right, title and interest now or hereafter acquired in, to and under the following (in each case other than Excluded Property): (1) all buildings, structures and other improvements now owned or hereafter acquired by Mortgagor, now or at any time situated, placed or constructed upon the Land (the “Improvements”; the Land and Improvements are collectively referred to as the “Premises”), (2) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by Mortgagor and now or hereafter attached to, installed in or used in connection with any of the Improvements or the Land, and water, gas, electrical, telephone, storm and sanitary sewer facilities and all other utilities whether or not situated in easements, and all equipment, inventory and other goods in which Mortgagor now has or hereafter acquires any rights or any power to transfer rights and (in each case in this clause (2)) that are or are to become fixtures (as defined in the UCC, defined below) related to

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the Land (the “Fixtures”), (3) all reserves, escrows or impounds required under the Credit Agreement or any of the other Credit Agreement Documents and all of Mortgagor’s right, title and interest in all reserves, deferred payments, deposits, refunds and claims of any nature that (in each case in this clause (3)) are specifically related to the Mortgaged Property (the “Deposit Accounts”), (4) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any person a possessory interest in, or the right to use, all or any part of the Mortgaged Property, together with all related security and other deposits (the “Leases”), (5) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security and other types of deposits, and other benefits paid or payable by parties to the Leases for using, leasing, licensing, possessing, operating from, residing in, selling or otherwise enjoying the Mortgaged Property (the “Rents”), (6) all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, indemnities, warranties, permits, licenses, certificates and entitlements in any way relating specifically to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Mortgaged Property (the “Property Agreements”), (7) all property tax refunds payable with respect to the Mortgaged Property (the “Tax Refunds”), (8) all accessions, replacements and substitutions for any of the foregoing and all proceeds thereof (the “Proceeds”), (9) all insurance policies, unearned premiums therefor and proceeds from such policies covering any of the above property now or hereafter acquired by Mortgagor (the “Insurance”), (10) all awards, damages, remunerations, reimbursements, settlements or compensation heretofore made or hereafter to be made by any governmental authority pertaining to any condemnation or other taking (or any purchase in lieu thereof) of all or any portion of the Land, Improvements or Fixtures (the “Condemnation Awards”) and (11) any and all right, title and interest of Mortgagor in and to any and all drawings, plans, specifications, file materials, operating and maintenance records, catalogues, tenant lists, correspondence, advertising materials, operating manuals, warranties, guarantees, appraisals, studies and data relating specifically to the Mortgaged Property or the construction of any alteration relating to the Premises or the maintenance of any Property Agreement (the “Records”). As used in this Mortgage, the term “Mortgaged Property” shall mean all or, where the context permits or requires, any portion of the above or any interest therein.

(n) “Mortgagee” has the meaning assigned to such term in the preamble hereof.

(o) “Mortgagor” has the meaning assigned to such term in the preamble hereof.

(p) “Permitted Liens” has the meaning assigned to such term in the Collateral Agreement. Without limiting the generality of the foregoing, the matters that are set forth on Exhibit B attached hereto are Permitted Liens.

(q) “Secured Amount” has the meaning assigned to such term in Section 2.4.

(r) “Secured Obligations” has the meaning assigned to such term in the Collateral Agreement.

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(s) “Secured Parties” has the meaning assigned to such term in the Collateral Agreement.

(t) “UCC” means the Uniform Commercial Code of [            ] or, if the creation, perfection and enforcement of any security interest herein granted is governed by the laws of a state other than [            ], then, as to the matter in question, the Uniform Commercial Code in effect in that state.

ARTICLE II GRANT

Section 2.1 Grant. To secure the payment or performance, as the case may be, in full of the Secured Obligations, Mortgagor MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to Mortgagee, for the benefit of the Secured Parties, and hereby grants to Mortgagee, for the benefit of the Secured Parties, a mortgage lien upon and a security interest in all of Mortgagor’s estate, right, title and interest in and to the Mortgaged Property, subject, however, to Permitted Liens, TO HAVE AND TO HOLD the Mortgaged Property to Mortgagee, for the benefit of the Secured Parties, and Mortgagor does hereby bind itself, its successors and assigns to WARRANT AND FOREVER DEFEND the title to the Mortgaged Property unto Mortgagee.

Section 2.2 Secured Obligations. This Mortgage secures, and the Mortgaged Property is collateral security for, the payment and performance in full when due of the Secured Obligations.

Section 2.3 Future Advances. This Mortgage shall secure all Secured Obligations including, without limitation, future advances whenever hereafter made with respect to or under any Credit Agreement Document and shall secure not only Secured Obligations with respect to presently existing indebtedness under the Credit Agreement Documents, but also any and all other indebtedness which may hereafter be owing to the Secured Parties under the Credit Agreement Documents, however incurred, whether interest, discount or otherwise, and whether the same shall be deferred, accrued or capitalized, including future advances and re-advances, pursuant to the Credit Agreement Documents, whether such advances are obligatory or to be made at the option of the Secured Parties, or otherwise, and any extensions, modifications or renewals of all such Secured Obligations whether or not Mortgagor executes any extension agreement or renewal instrument and, in each case, to the same extent as if such future advances were made on the date of the execution of this Mortgage.

Section 2.4 Maximum Amount of Indebtedness. The maximum aggregate amount of all indebtedness that is, or under any contingency may be secured at the date hereof or at any time hereafter by this Mortgage is $[ ]¹ (the “Secured Amount”), plus, to the extent permitted by applicable law, collection costs, sums advanced for the payment of taxes, assessments, maintenance and repair charges, insurance premiums and any other costs incurred to protect the security encumbered hereby or the lien hereof, expenses incurred by Mortgagee by

¹  In a jurisdiction where the recording of this instrument would be subject to a tax, the amount secured shall be limited to the value of the real estate so encumbered, if such limitation shall reduce the tax owed.

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reason of any default by Mortgagor under the terms hereof, together with interest thereon, all of which amount shall be secured hereby.

Section 2.5 Last Dollar Secured. So long as the aggregate amount of the Secured Obligations exceeds the Secured Amount, any payments and repayments of the Secured Obligations shall not be deemed to be applied against or to reduce the Secured Amount.

Section 2.6 No Release. Nothing set forth in this Mortgage shall relieve Mortgagor from the performance of any term, covenant, condition or agreement on Mortgagor’s part to be performed or observed under or in respect of any of the Mortgaged Property or from any liability to any person under or in respect of any of the Mortgaged Property or shall impose any obligation on Mortgagee or any other Secured Party to perform or observe any such term, covenant, condition or agreement on Mortgagor’s part to be so performed or observed or shall impose any liability on Mortgagee or any other Secured Party for any act or omission on the part of Mortgagor relating thereto or for any breach of any representation or warranty on the part of Mortgagor contained in this Mortgage or any other Credit Agreement Document or under or in respect of the Mortgaged Property or made in connection herewith or therewith. The obligations of Mortgagor contained in this Section 2.6 shall survive the termination hereof and the discharge of Mortgagor’s other obligations under this Mortgage and the other Credit Agreement Documents.

ARTICLE III WARRANTIES, REPRESENTATIONS AND COVENANTS

Mortgagor warrants, represents and covenants to Mortgagee as follows:

Section 3.1 Title to Mortgaged Property and Lien of this Instrument. Mortgagor has valid fee simple title to the Mortgaged Property free and clear of any liens, claims or interests, except Permitted Liens. Upon recordation in the official real estate records in the county (or other applicable jurisdiction) in which the Premises are located, this Mortgage will constitute a valid and enforceable mortgage lien, with record notice to third parties, on the Mortgaged Property in favor of Mortgagee for the benefit of the Secured Parties subject only to Permitted Liens.

Section 3.2 Priority. Mortgagor shall preserve and protect the priority of the lien and security interest of this Mortgage. If any lien or security interest other than a Permitted Lien is asserted against the Mortgaged Property, Mortgagor shall promptly, and at its expense, pay the underlying claim in full or take such other commercially reasonable action so as to cause it to be released or contest the same in compliance with the requirements of the Credit Agreement.

Section 3.3 Replacement of Fixtures. Mortgagor shall not, without the prior written consent of Mortgagee, permit any of the Fixtures owned or leased by Mortgagor to be removed at any time from the Land or Improvements, unless the removed item is (a) removed temporarily for its protection, maintenance or repair, (b) replaced by an item of similar functionality and quality, (c) obsolete or unnecessary for the then-current operation of the Premises, or (d) not prohibited from being removed by the Credit Agreement or the Collateral Agreement.

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Section 3.4 Inspection. Mortgagor shall permit Mortgagee and its agents, representatives and employees, upon reasonable prior notice to Mortgagor and at reasonable times during regular business hours, to inspect the Mortgaged Property and all books and records of Mortgagor located thereon, and to conduct such environmental and engineering studies as Mortgagee may reasonably require, provided that such inspections and studies shall not materially or unreasonably interfere with the use and operation of the Mortgaged Property. The expense of any inspection shall be borne by the Mortgagee unless an Event of Default shall have occurred and be continuing at the time of such inspection, in which case the Mortgagor shall pay, or reimburse the Mortgagee for, such expense.

Section 3.5 Insurance; Condemnation Awards and Insurance Proceeds.

(a) Insurance. Mortgagor shall maintain or cause to be maintained the insurance required by Section 5.02 of the Credit Agreement.

(b) Condemnation Awards. Mortgagor shall cause all condemnation awards that constitute Net Proceeds (or any equivalent term) in accordance with the Credit Agreement to be applied in accordance with Section 2.11(b) of the Credit Agreement.

(c) Insurance Proceeds. Mortgagor shall cause all proceeds of any insurance policies insuring against loss or damage to the Mortgaged Property that constitute Net Proceeds (or any equivalent term) in accordance with the Credit Agreement to be applied in accordance with Section 2.11(b) of the Credit Agreement.

(d) Payment of Charges. Unless and to the extent not prohibited by the terms of the Credit Agreement, Mortgagor shall pay and discharge, or cause to be paid and discharged, from time to time prior to same becoming delinquent, all Charges. Mortgagor shall deliver to Mortgagee, upon Mortgagee’s reasonable written request, to the extent reasonably available to Mortgagor, receipts evidencing the payment of all such Charges.

ARTICLE IV DEFAULT AND FORECLOSURE

Section 4.1 Remedies. Subject to the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, Mortgagee may, at Mortgagee’s election, exercise any or all of the following rights, remedies and recourses:

(a) Entry on Mortgaged Property. Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

(b) Operation of Mortgaged Property. Hold, lease, develop, manage, operate, carry on the business thereof or otherwise use the Mortgaged Property upon such terms and conditions as Mortgagee may deem reasonable under the circumstances (making such repairs, alterations, additions and improvements and taking other actions, from time to time, as Mortgagee deems necessary or desirable), and apply all Rents and other amounts collected by Mortgagee in connection therewith in accordance with the provisions of Section 4.7.

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(c) Foreclosure and Sale. Institute proceedings for the complete foreclosure of this Mortgage by judicial action or by power of sale, in which case the Mortgaged Property may be sold for cash or credit in one or more parcels. With respect to any notices required or permitted under the UCC, Mortgagor agrees that ten (10) Business Days’ prior written notice shall be deemed commercially reasonable. At any such sale by virtue of any judicial proceedings, power of sale, or any other legal right, remedy or recourse, the title to and right of possession of any such property shall pass to the purchaser thereof, and to the fullest extent permitted by law, Mortgagor shall be completely and irrevocably divested of all of its right, title, interest, claim, equity, equity of redemption, and demand whatsoever, either at law or in equity, in and to the property sold and such sale shall be a perpetual bar both at law and in equity against Mortgagor, and against all other persons claiming or to claim the property sold or any part thereof, by, through or under Mortgagor. Mortgagee or any of the other Secured Parties may be a purchaser at such sale. If Mortgagee or such other Secured Party is the highest bidder, Mortgagee or such other Secured Party may credit the portion of the purchase price that would be distributed to Mortgagee or such other Secured Party against the Secured Obligations in lieu of paying cash. In the event this Mortgage is foreclosed by judicial action, appraisement of the Mortgaged Property is waived. Mortgagee may adjourn from time to time any sale by it to be made under or by virtue hereof by announcement at the time and place appointed for such sale or for such adjourned sale or sales, and Mortgagee, without further notice or publication, may make such sale at the time and place to which the same shall be so adjourned.

(d) Receiver. Make application to a court of competent jurisdiction for, and obtain from such court as a matter of strict right and without notice to Mortgagor or regard to the adequacy of the Mortgaged Property for the repayment of the Secured Obligations, the appointment of a receiver of the Mortgaged Property, and Mortgagor irrevocably consents to such appointment. Any such receiver shall have all the usual powers and duties of receivers in similar cases, including the full power to rent, maintain and otherwise operate the Mortgaged Property upon such terms as may be approved by the court, and shall apply such Rents in accordance with the provisions of Section 4.7; provided, however, notwithstanding the appointment of any receiver, Mortgagee shall be entitled as pledgee to the possession and control of any cash, deposits or instruments at the time held by or payable or deliverable under the terms of the Credit Agreement to Mortgagee.

(e) Other. Exercise all other rights, remedies and recourses granted under the Credit Agreement Documents or otherwise available at law or in equity.

Section 4.2 Separate Sales. The Mortgaged Property may be sold in one or more parcels and in such manner and order as Mortgagee in its sole discretion may elect. The right of sale arising out of any Event of Default shall not be exhausted by any one or more sales.

Section 4.3 Remedies Cumulative, Concurrent and Nonexclusive. Subject to the Intercreditor Agreements and Section 5.17 of the Collateral Agreement, Mortgagee and the other Secured Parties shall have all rights, remedies and recourses granted in the Credit Agreement Documents and available at law or equity (including the UCC), which rights (a) shall be cumulative and concurrent, (b) may be pursued separately, successively or concurrently against Mortgagor or others obligated under the Credit Agreement Documents, or against the Mortgaged Property, or against any one or more of them, at the sole discretion of Mortgagee or

7

such other Secured Party, as the case may be, (c) may be exercised as often as occasion therefor shall arise, and the exercise or failure to exercise any of them shall not be construed as a waiver or release thereof or of any other right, remedy or recourse, and (d) are intended to be, and shall be, nonexclusive. No action by Mortgagee or any other Secured Party in the enforcement of any rights, remedies or recourses under the Credit Agreement Documents or otherwise at law or equity shall be deemed to cure any Event of Default.

Section 4.4 Release of and Resort to Collateral. Mortgagee may release, regardless of consideration and without the necessity for any notice to or consent by the holder of any subordinate lien on the Mortgaged Property, any part of the Mortgaged Property without, as to the remainder, in any way impairing, affecting, subordinating or releasing the lien or security interest created in or evidenced by the Credit Agreement Documents or the lien priority and security interest in and to the Mortgaged Property. For payment of the Secured Obligations, Mortgagee may resort to any other security in such order and manner as Mortgagee may elect.

Section 4.5 Appearance, Waivers, Notice and Marshalling of Assets. After the occurrence and during the continuance of any Event of Default and immediately upon the commencement of any action, suit or legal proceedings to obtain judgment for the payment or performance of the Secured Obligations or any part thereof, or of any proceedings to foreclose the lien and security interest created and evidenced hereby or otherwise enforce the provisions hereof or of any other proceedings in aid of the enforcement hereof, Mortgagor shall enter its voluntary appearance in such action, suit or proceeding. To the fullest extent permitted by law, Mortgagor hereby irrevocably and unconditionally waives and releases (a) all benefit that might accrue to Mortgagor by virtue of any present or future statute of limitations or law or judicial decision exempting the Mortgaged Property from attachment, levy or sale on execution or providing for any stay of execution, exemption from civil process, redemption or extension of time for payment, (b) all notices of any Event of Default or of Mortgagee’s election to exercise or the actual exercise of any right, remedy or recourse provided for under the Credit Agreement Documents, and (c) any right to a marshalling of assets or a sale in inverse order of alienation. Mortgagor shall not claim, take or insist on any benefit or advantage of any law now or hereafter in force providing for the valuation or appraisal of the Mortgaged Property, or any part thereof, prior to any sale or sales of the Mortgaged Property which may be made pursuant to this Mortgage, or pursuant to any decree, judgment or order of any court of competent jurisdiction. Mortgagor covenants not to hinder, delay or impede the execution of any power granted or delegated to Mortgagee by this Mortgage but to suffer and permit the execution of every such power as though no such law or laws had been made or enacted.

Section 4.6 Discontinuance of Proceedings. If Mortgagee or any other Secured Party shall have proceeded to invoke any right, remedy or recourse permitted under the Credit Agreement Documents and shall thereafter elect to discontinue or abandon it for any reason, Mortgagee or such other Secured Party, as the case may be, shall have the unqualified right to do so and, in such an event, Mortgagor, Mortgagee and the other Secured Parties shall be restored to their former positions with respect to the Secured Obligations, the Credit Agreement Documents, the Mortgaged Property and otherwise, and the rights, remedies, recourses and powers of Mortgagee and the other Secured Parties shall continue as if the right, remedy or recourse had never been invoked, but no such discontinuance or abandonment shall waive any Event of Default which may then exist or the right of Mortgagee or any other Secured Party

8

thereafter to exercise any right, remedy or recourse under the Credit Agreement Documents for such Event of Default.

Section 4.7 Application of Proceeds. Subject to the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, Mortgagee shall promptly apply the proceeds of any sale of the Mortgaged Property, in accordance with Section 4.02 of the Collateral Agreement.

Mortgagee shall have absolute discretion as to the time of application of any such proceeds, moneys or balances in accordance with this Mortgage. Upon any sale of Mortgaged Property by Mortgagee (including pursuant to a power of sale granted by statute or under a judicial proceeding), the receipt of the purchase money by Mortgagee or of the officer making the sale shall be a sufficient discharge to the purchaser or purchasers of the Mortgaged Property so sold and such purchaser or purchasers shall not be obligated to see to the application of any part of the purchase money paid over to Mortgagee or such officer or be answerable in any way for the misapplication thereof.

Section 4.8 Occupancy After Foreclosure. Any sale of the Mortgaged Property or any part thereof in accordance with Section 4.1(d) will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.

Section 4.9 Additional Advances and Disbursements; Costs of Enforcement.

(a) Upon the occurrence and during the continuance of any Event of Default, Mortgagee shall have the right, but not the obligation, to cure such Event of Default in the name and on behalf of Mortgagor. All reasonable sums advanced and reasonable documented out-of-pocket expenses incurred at any time by Mortgagee under this Section 4.9, or otherwise under this Mortgage or applicable law, that is payable under Section 4.9(b) shall, if not paid when due, bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement and all such sums, together with interest thereon, shall be secured by this Mortgage.

(b) To the extent contemplated by Section 9.05 of the Credit Agreement, Mortgagor shall pay all reasonable documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses) of or incidental to the perfection and enforcement of this Mortgage or the enforcement, compromise or settlement of the Secured Obligations or any claim under this Mortgage, and for the curing thereof, or for defending or asserting the rights and claims of Mortgagee in respect thereof, by litigation or otherwise.

Section 4.10 No Mortgagee in Possession. Neither the enforcement of any of the remedies under this Article 4, the assignment of the Rents and Leases under Article 5, the security interests under Article 6, nor any other remedies afforded to Mortgagee under the Credit

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Agreement Documents, at law or in equity shall cause Mortgagee or any other Secured Party to be deemed or construed to be a mortgagee in possession of the Mortgaged Property, to obligate Mortgagee or any other Secured Party to lease the Mortgaged Property or attempt to do so, or to take any action, incur any expense, or perform or discharge any obligation, duty or liability whatsoever under any of the Leases or otherwise.

ARTICLE V ASSIGNMENT OF RENTS AND LEASES

Section 5.1 Assignment. In furtherance of and in addition to the assignment made by Mortgagor in Section 2.1 of this Mortgage, Mortgagor hereby absolutely and unconditionally assigns, sells, transfers and conveys to Mortgagee all of its right, title and interest in and to all Leases (but only to the extent permitted under the existing Leases), whether now existing or hereafter entered into, and all of its right, title and interest in and to all Rents. This assignment is an absolute assignment and not an assignment for additional security only. So long as no Event of Default shall have occurred and be continuing and Mortgagee shall not have made the election below, Mortgagor shall have a revocable license from Mortgagee to exercise all rights extended to the landlord under the Leases, including the right to receive and collect all Rents and to otherwise use the same. The foregoing license is granted subject to the conditional limitation that no Event of Default shall have occurred and be continuing. Upon the occurrence and during the continuance of an Event of Default, whether or not legal proceedings have commenced, and without regard to waste, adequacy of security for the Secured Obligations or solvency of Mortgagor, the license herein granted shall, at the election of Mortgagee, expire and terminate, upon written notice to Mortgagor by Mortgagee.

Section 5.2 Perfection Upon Recordation. Mortgagor acknowledges that upon recordation of this Mortgage Mortgagee shall have, to the extent permitted under applicable law and by the terms of the Leases, a valid and fully perfected, present assignment of the Rents arising out of the Leases and all security for such Leases. Mortgagor acknowledges and agrees that upon recordation of this Mortgage, Mortgagee’s interest in the Rents shall be deemed to be fully perfected, “choate” and enforced as to Mortgagor and to the extent permitted under applicable law, all third parties, including, without limitation, any subsequently appointed trustee in any case under Title 11 of the United States Code (the “Bankruptcy Code”), without the necessity of commencing a foreclosure action with respect to this Mortgage, making formal demand for the Rents, obtaining the appointment of a receiver or taking any other affirmative action.

Section 5.3 Bankruptcy Provisions. Without limitation of the absolute nature of the assignment of the Rents hereunder, Mortgagor and Mortgagee agree that (a) this Mortgage shall constitute a “security agreement” for purposes of Section 552(b) of the Bankruptcy Code, (b) the security interest created by this Mortgage extends to property of Mortgagor acquired before the commencement of a case in bankruptcy and to all amounts paid as Rents and (c) such security interest shall extend to all Rents acquired by the estate after the commencement of any case in bankruptcy.

ARTICLE VI SECURITY AGREEMENT

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Section 6.1 Security Interest. This Mortgage constitutes a “security agreement” on personal property within the meaning of the UCC and other applicable law with respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records. To this end, Mortgagor grants to Mortgagee a security interest in the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards, Records and all other Mortgaged Property which is personal property to secure the payment and performance of the Secured Obligations, and agrees that Mortgagee shall have all the rights and remedies of a secured party under the UCC with respect to such property. Any notice of sale, disposition or other intended action by Mortgagee with respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records sent to Mortgagor at least ten (10) Business Days prior to any action under the UCC shall constitute reasonable notice to Mortgagor. In the event of any conflict or inconsistency whatsoever between the terms of this Mortgage and the terms of the Collateral Agreement with respect to the collateral covered both therein and herein, including, but not limited to, with respect to whether any such Mortgaged Property is to be subject to a security interest or the use, maintenance or transfer of any such Mortgaged Property, or the exercise or applicability of any remedies in respect thereof, the Collateral Agreement shall control, govern, and prevail, to the extent of any such conflict or inconsistency. For the avoidance of doubt, no personal property of Mortgagor that constitutes Excluded Property under the Collateral Agreement shall be subject to any security interest of Mortgagee or any Secured Party or constitute collateral hereunder.

Section 6.2 Financing Statements. Mortgagor shall prepare and deliver to Mortgagee such financing statements, and shall execute and deliver to Mortgagee such other documents, instruments and further assurances, in each case in form and substance reasonably satisfactory to Mortgagee, as Mortgagee may, from time to time, reasonably consider necessary to create, perfect and preserve Mortgagee’s security interest hereunder. Mortgagor hereby irrevocably authorizes Mortgagee to cause financing statements (and amendments thereto and continuations thereof) and any such documents, instruments and assurances to be recorded and filed, at such times and places as may be required or permitted by law to so create, perfect and preserve such security interest.

Section 6.3 Fixture Filing. This Mortgage shall also constitute a “fixture filing” for the purposes of the UCC against all of the Mortgaged Property which is or is to become fixtures. The information provided in this Section 6.3 is provided so that this Mortgage shall comply with the requirements of the UCC for a mortgage instrument to be filed as a financing statement. Mortgagor is the “Debtor” and its name and mailing address are set forth in the preamble of this Mortgage. Mortgagee is the “Secured Party” and its name and mailing address from which information concerning the security interest granted herein may be obtained are also set forth in the preamble of this Mortgage. A statement describing the portion of the Mortgaged Property comprising the fixtures hereby secured is set forth in the definition of “Mortgaged Property” in Section 1.1 of this Mortgage. Mortgagor represents and warrants to Mortgagee that Mortgagor is the record owner of the Mortgaged Property.

ARTICLE VII MISCELLANEOUS

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Section 7.1 Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given as provided in Section 9.01 of the Credit Agreement, as such address may be changed by written notice to the Mortgagee and the Borrower Representative. All communications and notices hereunder to Mortgagor shall be given to it in care of the Borrower Representative, with such notice to be given as provided in Section 9.01 of the Credit Agreement.

Section 7.2 Covenants Running with the Land. All grants, covenants, terms, provisions and conditions contained in this Mortgage are intended by Mortgagor and Mortgagee to be, and shall be construed as, covenants running with the Land. As used herein, “Mortgagor” shall refer to the party named in the first paragraph of this Mortgage and to any subsequent owner of all or any portion of the Mortgaged Property. All persons who may have or acquire an interest in the Mortgaged Property shall be deemed to have notice of, and be bound by, the terms of the Credit Agreement, the other Credit Agreement Documents; provided, however, that no such party shall be entitled to any rights thereunder without the prior written consent of Mortgagee.

Section 7.3 Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Section 7.4 Successors and Assigns. Whenever in this Mortgage any of the parties hereto is referred to, such reference shall be deemed to include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of Mortgagor or Mortgagee that are contained in this Mortgage shall bind and inure to the benefit of

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their respective permitted successors and assigns. Mortgagee hereunder shall at all times be the same person that is the “Collateral Agent” under the Collateral Agreement. Written notice of resignation by the “Collateral Agent” pursuant to the Collateral Agreement shall also constitute notice of resignation as Mortgagee under this Mortgage. Upon the acceptance of any appointment as the “Collateral Agent” under the Collateral Agreement by a successor “Collateral Agent”, that successor “Collateral Agent” shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Mortgagee pursuant hereto.

Section 7.5 Waivers; Amendment.

(a) No failure or delay by Mortgagee or any other Secured Party in exercising any right, power or remedy hereunder or under any other Credit Agreement Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy, or any abandonment or discontinuance of steps to enforce such a right, power or remedy, preclude any other or further exercise thereof or the exercise of any other right, power or remedy. The rights, powers and remedies of Mortgagee or any other Secured Party hereunder and under the other Credit Agreement Documents are cumulative and are not exclusive of any rights, powers or remedies that they would otherwise have. No waiver of any provision of this Mortgage or consent to any departure by Mortgagor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section 7.5, 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 Mortgagor in any case shall entitle any Loan Party to any other or further notice or demand in similar or other circumstances.

(b) Neither this Mortgage nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by Mortgagee and Mortgagor, subject to any consent required in accordance with Section 9.08 of the Credit Agreement, and except as otherwise provided in the Intercreditor Agreements. Mortgagee may conclusively rely on a certificate of an officer of Mortgagor as to whether any amendment contemplated by this Section 7.5(b) is permitted.

(c) Notwithstanding anything to the contrary contained herein, Mortgagee may grant extensions of time or waivers of the requirement for the creation or perfection of security interests in or the obtaining of insurance (including title insurance) or surveys with respect to particular assets (including extensions beyond the date hereof for the perfection of security interests in the assets of Mortgagor on such date) where it reasonably determines, in consultation with the Borrower Representative, that perfection or obtaining of such items cannot be accomplished by the time or times at which it would otherwise be required by this Mortgage or the other Credit Agreement Documents.

Section 7.6 WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS MORTGAGE (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR

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OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS MORTGAGE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 7.6.

Section 7.7 Termination or Release.

In each case subject to the terms of the Intercreditor Agreements:

(a) This Mortgage and the Liens and security interests created by this Mortgage shall automatically terminate and be released upon the occurrence of the Termination Date.

(b) Mortgagor shall automatically be released from its obligations hereunder and the security interests in the Mortgaged Property shall be automatically released upon the consummation of any transaction not prohibited by the Credit Agreement as a result of which Mortgagor ceases to be a Subsidiary of Holdings or otherwise becomes an Excluded Subsidiary or ceases to be a Guarantor or is otherwise released from its obligations under the Guarantee.

(c) The security interests in the Mortgaged Property shall automatically be released (i) upon any sale or other transfer thereof by Mortgagor that is not prohibited by the Credit Agreement to any person that is not a Loan Party, (ii) upon the effectiveness of any written consent to the release of the security interest granted hereby in such Mortgaged Property pursuant to Section 9.08 of the Credit Agreement (to the extent required), or (iii) as otherwise may be provided in the Intercreditor Agreements.

(d) If the Mortgaged Property shall become subject to the release provisions set forth in Section [            ] of the applicable Intercreditor Agreement or Section 8.11 of the Credit Agreement, the Mortgaged Property shall be automatically released from the security interest hereunder in the Mortgaged Property to the extent provided therein.

(e) Mortgagor shall automatically be released from its obligations hereunder and/or the security interests in the Mortgaged Property shall in each case be automatically released upon the occurrence of any of the circumstances set forth in Section 9.18 of the Credit Agreement without delivery of any instrument or performance of any act by any party, and all rights to the Mortgaged Property shall revert to Mortgagor.

(f) In connection with any termination or release pursuant to this Section 7.7, Mortgagee shall execute and deliver to Mortgagor all documents that Mortgagor shall reasonably request to evidence such termination or release (including, without limitation, mortgagee releases or UCC termination statements), and will duly assign and transfer to Mortgagor, such of the Mortgaged Property that may be in the possession of Mortgagee and has not theretofore been sold or otherwise applied or released pursuant to this Mortgage. Any execution and delivery of documents pursuant to this Section 7.7 shall be made without recourse to or warranty by Mortgagee. In connection with any termination or release pursuant to this Section 7.7, Mortgagor shall be permitted to take any action in connection therewith consistent with such release including, without limitation, the filing of mortgage releases or UCC termination statements.

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Upon the receipt of any necessary or proper instruments of termination, satisfaction or release prepared by Mortgagor, Mortgagee shall execute, deliver or acknowledge such instruments or releases to evidence the release of any Mortgaged Property permitted to be released pursuant to this Mortgage. Mortgagor agrees to pay all reasonable and documented out-of-pocket expenses incurred by Mortgagee (and its representatives) in connection with the execution and delivery of such release documents or instruments.

Section 7.8 Waiver of Stay, Moratorium and Similar Rights. Mortgagor agrees, to the full extent that it may lawfully do so, that it will not at any time insist upon or plead or in any way take advantage of any stay, marshalling of assets, extension, redemption or moratorium law now or hereafter in force and effect so as to prevent or hinder the enforcement of the provisions of this Mortgage or the Secured Obligations secured hereby, or any agreement between Mortgagor and Mortgagee or any rights or remedies of Mortgagee or any other Secured Party.

Section 7.9 Applicable Law. The provisions of this Mortgage shall be governed by and construed under the laws of the state in which the Mortgaged Property is located.

Section 7.10 Headings. Article and Section headings used herein are for convenience of reference only, are not part of this Mortgage and are not to affect the construction of, or to be taken into consideration in interpreting, this Mortgage.

Section 7.11 Severability. In the event any one or more of the provisions contained in this Mortgage should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. 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 7.12 Mortgagee as Agent. Mortgagee has been appointed to act as Agent by the other Secured Parties pursuant to the Credit Agreement and the Collateral Agreement. Mortgagee shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking any action (including, without limitation, the release or substitution of the Mortgaged Property) in accordance with the terms of the Credit Agreement, the Collateral Agreement and this Mortgage. Mortgagor and all other persons shall be entitled to rely on releases, waivers, consents, approvals, notifications and other acts of Mortgagee, without inquiry into the existence of required consents or approvals of the Secured Parties therefor.

Section 7.13 Recording Documentation To Assure Security. Mortgagor shall promptly, from time to time, cause this Mortgage and any financing statement, continuation statement or similar instrument relating to any of the Mortgaged Property or to any property intended to be subject to the lien hereof or the security interests created hereby to be filed, registered and recorded in such manner and in such places as may be required by any present or future law and shall take such actions as Mortgagee shall reasonably deem necessary in order to publish notice of and fully to protect the validity and priority of the liens, assignment, and

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security interests purported to be created upon the Mortgaged Property and the interest and rights of Mortgagee therein. Mortgagor shall pay or cause to be paid all taxes and fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment thereof, and of any instrument of further assurance, and all Federal or state stamp taxes or other taxes, duties and charges arising out of or in connection with the execution and delivery of such instruments. In the event Mortgagee advances any sums to pay the amounts set forth in the preceding sentence, such advances shall be secured by this Mortgage.

Section 7.14 Further Acts. Mortgagor shall, at the sole cost and expense of Mortgagor, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignment, transfers, financing statements, continuation statements, instruments and assurances as Mortgagee shall from time to time reasonably request, which may be necessary in the reasonable judgment of Mortgagee from time to time to assure, perfect, convey, assign, mortgage, transfer and confirm unto Mortgagee, the property and rights hereby conveyed or assigned or which Mortgagor may be or may hereafter become bound to convey or assign to Mortgagee or for carrying out the intention or facilitating the performance of the terms hereof or the filing, registering or recording hereof. In the event Mortgagor shall fail after written demand to execute any instrument or take any action required to be executed or taken by Mortgagor under this Section 7.14, Mortgagee may execute or take the same as the attorney-in-fact for Mortgagor, such power of attorney being coupled with an interest and is irrevocable. Mortgagor shall pay or cause to be paid all taxes and fees incident to such filing, registration and recording, and all expenses incident to the preparation, execution and acknowledgment thereof, and of any instrument of further assurance, and all Federal or state stamp taxes or other taxes, duties and charges arising out of or in connection with the execution and delivery of such instruments. In the event Mortgagee advances any sums to pay the amounts set forth in the preceding sentence, such advances shall be secured by this Mortgage.

Section 7.15 Additions to Mortgaged Property. All right, title and interest of Mortgagor in and to all extensions, amendments, relocations, restakings, improvements, betterments, renewals, substitutes and replacements of, and all additions and appurtenances to, the Mortgaged Property hereafter acquired by or released to Mortgagor or constructed, assembled or placed by Mortgagor upon the Land, and all conversions of the security constituted thereby, immediately upon such acquisition, release, construction, assembling, placement or conversion, as the case may be, and in each such case without any further mortgage, conveyance, assignment or other act by Mortgagor, shall become subject to the Lien and security interest of this Mortgage as fully and completely and with the same effect as though now owned by Mortgagor and specifically described in the grant of the Mortgaged Property above, but at any and all times Mortgagor will execute and deliver to Mortgagee any and all such further assurances, mortgages, conveyances or assignments thereof as Mortgagee may reasonably require for the purpose of expressly and specifically subjecting the same to the Lien and security interest of this Mortgage.

Section 7.16 Relationship. The relationship of Mortgagee to Mortgagor hereunder is strictly and solely that of lender and borrower and mortgagor and mortgagee and nothing contained in the Credit Agreement, this Mortgage or any other document or instrument now existing and delivered in connection therewith or otherwise in connection with the Secured Obligations is intended to create, or shall in any event or under any circumstance be construed as

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creating a partnership, joint venture, tenancy-in-common, joint tenancy or other relationship of any nature whatsoever between Mortgagee and Mortgagor other than as lender and borrower and mortgagor and mortgagee.

Section 7.17 No Claims Against Mortgagee. Nothing contained in this Mortgage shall constitute any consent or request by Mortgagee, express or implied, for the performance of any labor or services or the furnishing of any materials or other property in respect of the Mortgaged Property or any part thereof, nor as giving Mortgagor any right, power or authority to contract for or permit the performance of any labor or services or the furnishing of any materials or other property in such fashion as would permit the making of any claim against Mortgagee in respect thereof or any claim that any lien based on the performance of such labor or services or the furnishing of any such materials or other property is prior to the lien hereof, except Permitted Liens.

Section 7.18 Mortgagee’s Fees and Expenses; Indemnification.

(a) Mortgagor agrees that Mortgagee shall be entitled to reimbursement of its expenses incurred hereunder by the Mortgagor and Mortgagee and other indemnitees shall be indemnified by the Mortgagor, in each case of this clause (a), mutatis mutandis, as provided in Section 9.05 of the Credit Agreement.

(b) Any such amounts payable as provided hereunder shall be additional Secured Obligations secured hereby. The provisions of this Section 7.18 shall remain operative and in full force and effect regardless of the termination of this Mortgage, any other Credit Agreement Document, the consummation of the transactions contemplated hereby, the repayment of any of the Secured Obligations, the invalidity or unenforceability of any term or provision of this Mortgage, any other Credit Agreement Document, or any investigation made by or on behalf of Mortgagee or any other Secured Party. All amounts due under this Section 7.18 shall be payable within fifteen days (or such longer period as Mortgagee may reasonably agree to) on written demand therefor.

Section 7.19 Jurisdiction; Consent to Service of Process.

(a) Mortgagor irrevocably and unconditionally agrees that it will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the Mortgagee, any Secured Party, or any Affiliate of the foregoing, in any way relating to this Mortgage, any other Credit Agreement Document or the transactions relating hereto or thereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, and each of the parties hereto irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees that all claims in respect of any such action, litigation 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, litigation 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 Mortgage or in any other Credit Agreement Document shall affect any right that Mortgagee or any Secured Party may

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otherwise have to bring any action or proceeding relating to this Mortgage or any other Credit Agreement Document against Mortgagor or its properties in the courts of any jurisdiction.

(b) Each of the parties hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Mortgage or the other Credit Agreement Documents in any New York State or federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(c) Each party to this Mortgage irrevocably consents to service of process in the manner provided for notices in Section 7.1. Nothing in this Mortgage will affect the right of any party to this Mortgage or any other Credit Agreement Document to serve process in any other manner permitted by law.

Section 7.20 Subject to Intercreditor Agreements. Notwithstanding anything herein to the contrary, (i) the Liens and security interests granted to the Mortgagee for the benefit of the Secured Parties pursuant to this Mortgage and (ii) the exercise of any right or remedy by the Mortgagee hereunder or the application of proceeds (including insurance and condemnation proceeds) of the Mortgaged Property are subject to the provisions of the Intercreditor Agreements to the extent provided therein. In the event of any conflict between the terms of the Intercreditor Agreements and the terms of this Mortgage, the terms of the applicable Intercreditor Agreement shall govern.

ARTICLE VIII LOCAL LAW PROVISIONS

Section 8.1 Local Law Provisions. Notwithstanding anything to the contrary contained in this Mortgage but subject to the Intercreditor Agreements and to Section V.17 of the Collateral Agreement, in the event of any conflict or inconsistency between the provisions of this Article 8 and the other provisions of this Mortgage, the provisions of this Article 8 will govern.

[LOCAL LAW PROVISIONS TO FOLLOW]

[remainder of this page intentionally left blank; signature pages follow]

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IN WITNESS WHEREOF, Mortgagor has on the date set forth in the acknowledgement hereto, effective as of the date first above written, caused this instrument to be duly EXECUTED AND DELIVERED by authority duly given.

MORTGAGOR: [                    ], a [                    ]

By:
	Name:
	Title:

[Signature Page to Mortgage]

STATE OF NEW YORK	)
	)	ss:
COUNTY OF NEW YORK	)

I, the undersigned, a notary public in and for said County and State aforesaid, DO HEREBY CERTIFY, that [                    ], personally known to me to be the Secretary, of [                    ], a [                    ], personally known to me to be the person whose name is subscribed to the foregoing instrument, appeared before me this day in person and acknowledged that as such Secretary, he signed and delivered the said instrument of said corporation, pursuant to the authority given by the Board of Directors of said corporation a free and voluntary act, and as the free and voluntary act and deed of said corporation, for the uses and purposes therein set forth.

Given under my hand and official seal, this                      day of             , 201    .

Signature of Notary                                                                                                       

Commission expires                     , 201    .

[local counsel to advise on how to conform to state law]

EXHIBIT A

LEGAL DESCRIPTION

Legal Description of premises commonly known as [COMMON NAME, IF ANY] and located at [INSERT ADDRESS]:

[to come from title policy]

Exh. A-1

EXHIBIT B

PERMITTED ENCUMBRANCES

Each of the liens and other encumbrances excepted as being prior to the Lien hereof as set forth in Schedule B to the marked [Pro Forma Policy] issued by [Title Insurance Company], dated as of the date hereof and delivered to Mortgagee on the date hereof, bearing [Title Insurance Company] reference number [Title Number] relating to the real property described in Schedule A attached hereto.

Exh. B-1

EXHIBIT G

FORM OF PERMITTED LOAN PURCHASE ASSIGNMENT AND

ACCEPTANCE

Reference is made to the Credit Agreement, dated as of February 2, 2015 (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation (“Holdings”), Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the lenders from time to time party thereto (“Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent and collateral agent (in such capacity, the “Administrative Agent”). Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit Agreement.

The Assignor identified on Schedule 1 hereto (the “Assignor”) and the [Borrower][Holdings] agree as follows:

1. The Assignor hereby irrevocably sells and assigns to the Assignee without recourse to the Assignor, and the Assignee hereby irrevocably purchases and assumes from the Assignor without recourse to the Assignor, as of the Effective Date (as defined below) and pursuant to the terms and conditions set forth in the Credit Agreement for Permitted Loan Purchases (including, without limitation, Section 9.04(i) and 9.04(j) thereof), the interest described in Schedule 1 hereto (the “Assigned Interest”) in and to the Assignor’s rights and obligations under the Credit Agreement with respect to those credit facilities contained in the Credit Agreement as are set forth on Schedule 1 hereto (individually, an “Assigned Facility”; collectively, the “Assigned Facilities”), in a principal amount for each Assigned Facility as set forth on Schedule 1 hereto.

2. 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 and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this Permitted Loan Purchase Assignment and Acceptance and to consummate the transactions contemplated hereby; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement, any other Loan Document or any other instrument or document furnished pursuant thereto or the collateral thereunder, other than that the Assignor has not created any adverse claim upon the interest being assigned by it hereunder and that such interest is free and clear of any such adverse claim; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of Holdings, the Borrowers, any of the Subsidiaries or any other obligor or the performance or observance by the Borrowers, any of the Subsidiaries or any other obligor of any of their respective obligations under the Credit Agreement or any other Loan Document or any other instrument or document furnished pursuant hereto or thereto; and (d) attaches any Notes held by it evidencing the Assigned Facilities. To

the extent the Assignor has retained any interest in the Assigned Facility and holds a Note evidencing such interest, the Assignor hereby requests that the Administrative Agent exchange the attached Notes for a new Note or Notes payable to the Assignor, in each case in amounts which reflect the assignment being made hereby (and after giving effect to any other assignments which have become effective on the Effective Date).

3. The Assignee (a) represents and warrants that it is legally authorized to enter into this Permitted Loan Purchase Assignment and Acceptance and has taken all action necessary to execute and deliver this Permitted Loan Purchase Assignment and Acceptance and to consummate the transaction contemplated hereby; (b) represents and warrants that it satisfied the requirements, if any, specified in the Credit Agreement that are required to be satisfied in order to make a Permitted Loan Purchase of the Assigned Interest, (c) represents and warrants that it is not in possession of material non-public information (within the meaning of United States federal and state securities laws) with respect to Holdings, the Borrowers, their Subsidiaries or their respective securities (or, if Holdings is not at the time a public reporting company, material information of a type that would not be reasonably expected to be publicly available if Holdings were a public reporting company) that (A) has not been disclosed to the Assignor or the Lenders generally (other than because any such Lender does not wish to receive material non-public information with respect to Holdings, the Borrowers or their Subsidiaries) and (B) could reasonably be expected to have a material effect upon, or otherwise be material to, Assignor’s decision to assign the Assigned Facilities to the Assignee and (d) represents and warrants that it is [Holdings][a Subsidiary of Holdings].

4. The effective date of this Permitted Loan Purchase Assignment and Acceptance shall be the Effective Date of Assignment described in Schedule 1 hereto (the “Effective Date”). Following the execution of this Permitted Loan Purchase Assignment and Acceptance, the Assigned Interest shall be deemed to be automatically and immediately (contributed to a Borrower, if applicable, and) cancelled and extinguished. The Administrative Agent shall update the Register, effective as of the Effective Date, to record such event as if it were a prepayment of such Assigned Interest pursuant to Section 9.04(j) of the Credit Agreement.

5. Upon such acceptance and recording, 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 prior to the Effective Date. No payments in respect of the Assigned Interest (which shall be deemed to have been cancelled and extinguished as of the Effective Date) other than with respect to amounts accrued prior to the Effective Date shall be due to the Assignor or the Assignee from and after the Effective Date.

6. As of the Effective Date, the Assignor shall, to the extent of the interests assigned pursuant to this Permitted Loan Purchase Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement.

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7. This Permitted Loan Purchase Assignment and Acceptance shall be binding upon, and inure to the benefit of the parties hereto and their respective successors and assigns. This Permitted Loan Purchase Assignment and Acceptance 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 Permitted Loan Purchase Assignment and Acceptance by electronic means shall be effective as delivery of a manually executed counterpart of this Permitted Loan Purchase Assignment and Acceptance.

8. This Permitted Loan Purchase Assignment and Acceptance shall be governed by and construed in accordance with the laws of the State of New York, without regard to any principle of conflicts of law that could require the application of any other law.

(signature page follows)

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IN WITNESS WHEREOF, the parties hereto have caused this Permitted Loan Purchase Assignment and Acceptance to be executed as of the date first above written by their respective duly authorized officers on Schedule 1 hereto.

[INSERT NAME], as Assignor
By:
	Name:
	Title:
[INSERT NAME], as Assignee
By:
	Name:
	Title:

[Signature Page to the Permitted Loan Purchase Assignment and Acceptance]

SCHEDULE 1

Assigned Interests

Facility Assigned	(1) Amount of Loans Assigned	(2) Aggregate Amount of Loans of the Assigned Facility	(3) Aggregate Amount of Outstanding Term Loans	(1) / (2) x 100%	(1) / (3) x 100%
Term Loans
Refinancing Term Loans
Other Term Loans
Extended Term Loans

EXHIBIT H

FORM OF

FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT

dated as of

[    ], 20[    ]

among

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Collateral Agent under the Credit Agreement,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Authorized Representative under the Credit Agreement,

[    ],

as the Initial Other Collateral Agent,

[    ],

as the Initial Other Authorized Representative,

each additional Collateral Agent and Authorized Representative from time to time party

hereto

relating to

PRESIDIO, INC.

PRESIDIO NETWORKED SOLUTIONS, INC.,

AND THE OTHER LOAN PARTIES

TABLE OF CONTENTS

		Page
ARTICLE I
Definitions
SECTION 1.01	Construction; Certain Defined Terms		1
ARTICLE II
Priorities and Agreements with Respect to Common Collateral
SECTION 2.01	Priority of Claims		11
SECTION 2.02	Actions with Respect to Common Collateral; Prohibition on Contesting Liens		13
SECTION 2.03	No Interference; Payment Over		15
SECTION 2.04	Automatic Release of Liens		16
SECTION 2.05	Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings		17
SECTION 2.06	Reinstatement		18
SECTION 2.07	Insurance		18
SECTION 2.08	Refinancings		18
SECTION 2.09	Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection		19
ARTICLE III
Existence and Amounts of Liens and Obligations
ARTICLE IV
The Applicable Collateral Agent
SECTION 4.01	Appointment and Authority		20
SECTION 4.02	Rights as a First-Priority Secured Party		21
SECTION 4.03	Power of Attorney		21
SECTION 4.04	Exculpatory Provisions		22
SECTION 4.05	Reliance by Collateral Agent		23
SECTION 4.06	Delegation of Duties		23
SECTION 4.07	Resignation of Collateral Agent		23
SECTION 4.08	Non-Reliance on Collateral Agent and Other First-Priority Secured Parties		25
SECTION 4.09	Collateral and Guaranty Matters		25

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ARTICLE V
Miscellaneous
SECTION 5.01	Notices	25
SECTION 5.02	Waivers; Amendment; Joinder Agreements	26
SECTION 5.03	Parties in Interest	27
SECTION 5.04	Survival of Agreement	27
SECTION 5.05	Counterparts	27
SECTION 5.06	Effectiveness; Continuing Nature of this Agreement; Severability	27
SECTION 5.07	Governing Law	28
SECTION 5.08	Submission to Jurisdiction; Waivers	28
SECTION 5.09	WAIVER OF JURY TRIAL	29
SECTION 5.10	Headings	29
SECTION 5.11	Conflicts	29
SECTION 5.12	Provisions Solely to Define Relative Rights	29
SECTION 5.13	Authorized Representatives	29
SECTION 5.14	Other First Lien Obligations	29
SECTION 5.15	Junior Lien Intercreditor Agreements	31
Annexes
Annex A	Consent of Grantors
Annex B	Form of Joinder Agreement
Annex C	Form of Debt Designation

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This FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT (as amended, restated, modified or supplemented from time to time, this “Agreement”), dated as of [    ], 20[    ], is among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Collateral Agent for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Authorized Representative for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Administrative Agent”), [    ], as Collateral Agent for the Initial Other First-Priority Secured Parties (the “Initial Other Collateral Agent”), [    ], as Authorized Representative for the Initial Other First-Priority Secured Parties (in such capacity and together with its successors in such capacity, the “Initial Other Authorized Representative”), and each additional Collateral Agent and Authorized Representative from time to time party hereto for the Other First-Priority Secured Parties of the Series with respect to which it is acting in such capacity, as consented to by the Grantors in the Consent of Grantors.

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Collateral Agent, the Administrative Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Initial Other Authorized Representative (for itself and on behalf of the Initial Other First-Priority Secured Parties) and each additional Collateral Agent and Authorized Representative (for itself and on behalf of the Other First-Priority Secured Parties of the applicable Series) agree as follows:

ARTICLE I

DEFINITIONS

SECTION 1.01 Construction; Certain Defined Terms.

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein”, “hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) unless otherwise expressly stated herein, all references herein to Articles, Sections and Annexes shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, the words “asset” and “property” shall be construed to have the same

meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights and (vi) the term “or” is not exclusive.

(b) It is the intention of the First-Priority Secured Parties of each Series that the holders of First-Priority Obligations of such Series (and not the First-Priority Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First-Priority Obligations of such Series are unenforceable under applicable law or are subordinated to any other obligations (other than another Series of First-Priority Obligations), (y) any of the First-Priority Obligations of such Series do not have a valid and perfected security interest in any of the Collateral securing any other Series of First-Priority Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First-Priority Obligations and, without limiting the foregoing, after taking into account the effect of any applicable intercreditor agreements) on a basis ranking prior to the security interest of such Series of First-Priority Obligations but junior to the security interest of any other Series of First-Priority Obligations or (ii) the existence of any Collateral for any other Series of First-Priority Obligations that is not Common Collateral (any such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First-Priority Obligations, an “Impairment” of such Series). In the event of any Impairment with respect to any Series of First-Priority Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First-Priority Obligations, and the rights of the holders of such Series of First-Priority Obligations (including, without limitation, the right to receive distributions in respect of such Series of First-Priority Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series of such First-Priority Obligations subject to such Impairment. Additionally, in the event the First-Priority Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy Code), any reference to such First-Priority Obligations or the Secured Credit Documents governing such First-Priority Obligations shall refer to such obligations or such documents as so modified.

(c) Capitalized terms used and not otherwise defined herein shall have the meanings set forth in the Credit Agreement. As used in this Agreement, the following terms have the meanings specified below:

“Additional First-Priority Secured Parties” has the meaning set forth in Section 5.14.

“Additional First-Priority Collateral Agent” means with respect to each Series of Other First Lien Obligations, the Person serving as collateral agent (or the equivalent), that becomes subject to the terms of this Agreement after the date hereof, for such Series of Other First Lien Obligations and named as such in the applicable Joinder Agreement delivered pursuant to Section 5.14 hereof, together with its successors from time to time in such capacity.

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“Additional First-Priority Debt” has the meaning set forth in Section 5.14.

“Additional First-Priority Representative” means with respect to each Series of Other First-Priority Obligations, the Person serving as administrative agent, trustee or in a similar capacity, that becomes subject to the terms of this Agreement after the date hereof, for such Series of Other First-Priority Obligations and named as such in the applicable Joinder Agreement delivered pursuant to Section 5.14 hereof, together with its successors from time to time in such capacity.

“Administrative Agent” has the meaning assigned to such term in the introductory paragraph of this Agreement, together with its successors and assigns.

“Agreement” has the meaning assigned to such term in the introductory paragraph of this Agreement.

“Applicable Authorized Representative” means, with respect to any Common Collateral, (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Administrative Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Major Non-Controlling Authorized Representative.

“Applicable Collateral Agent” means (i) until the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Credit Agreement Collateral Agent and (ii) from and after the earlier of (x) the Discharge of Credit Agreement Obligations and (y) the Non-Controlling Authorized Representative Enforcement Date, the Collateral Agent for the Series of First-Priority Obligations represented by the Major Non-Controlling Authorized Representative.

“Authorized Representative” means (i) in the case of any Credit Agreement Secured Obligations or the Credit Agreement Secured Parties, the Administrative Agent, (ii) in the case of the Initial Other First-Priority Obligations or the Initial Other First-Priority Secured Parties, the Initial Other Authorized Representative and (iii) in the case of any Series of Other First-Priority Obligations or Other First-Priority Secured Parties of such Series that becomes subject to this Agreement after the date hereof, the Additional First-Priority Representative for such Series.

“Bankruptcy Case” has the meaning assigned to such term in Section 2.05(b).

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Bankruptcy Law” means the Bankruptcy Code and any similar Federal, state or foreign law for the relief of debtors.

“Cash Management Obligations” means, with respect to any Person, all obligations, whether now owing or hereafter arising, of such Person in respect of overdrafts or other liabilities owed to any other Person that arise from treasury,

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depositary or cash management services, including any automated clearing house or other electronic transfers of funds, credit cards, purchase or debit cards, e-payable services or any similar transactions, including any services or transactions of the type referred to in the definition of “Cash Management Agreement” in the Credit Agreement.

“Collateral” means all assets and properties subject to Liens created pursuant to any First-Priority Collateral Document to secure one or more Series of First-Priority Obligations.

“Collateral Agent” means (i) in the case of any Credit Agreement Secured Obligations, the Credit Agreement Collateral Agent and (ii) in the case of the Other First-Priority Obligations, the Other First-Priority Collateral Agent (which in the case of the Initial Other First-Priority Obligations shall be the Initial Other Collateral Agent and in the case of any other Series of Other First-Priority Obligations shall be the Additional First-Priority Collateral Agent for such Series).

“Collateral Agreement” means the Collateral Agreement dated as of [        ] among the Companies, each other pledgor party thereto, the Credit Agreement Collateral Agent and the other parties thereto, as amended, modified, supplemented, replaced or restated from time to time.

“Common Collateral” means, at any time, Collateral in which the holders of two or more Series of First-Priority Obligations (or their respective Authorized Representatives or Collateral Agent on behalf of such holders) hold a valid and perfected security interest or Lien (including, without limitation, in respect of equity interests of Foreign Subsidiaries directly owned by any Grantor that have been pledged as Collateral) at such time. If more than two Series of First-Priority Obligations are outstanding at any time and the holders of less than all Series of First-Priority Obligations hold a valid and perfected security interest or Lien in any Collateral at such time, then such Collateral shall constitute Common Collateral for those Series of First-Priority Obligations that hold a valid and perfected security interest or Lien in such Collateral at such time and shall not constitute Common Collateral for any Series which does not have a valid and perfected security interest or Lien in such Collateral at such time.

“Companies” means the collective reference to Presidio, Inc., a Georgia corporation and Presidio Networked Solutions, Inc., a Florida corporation.

“Consent of Grantors” means the Consent of Grantors in the form of Annex A attached hereto.

“Controlled” 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 ownership of voting securities, by contract or otherwise.

“Control Collateral” means any Common Collateral in the “control” (within the meaning of Section 9-104, 9-105, 9-106, 9-107 or 8-106 of the Uniform Commercial Code of any applicable jurisdiction) of any Collateral Agent (or its agents or bailees), to the extent that control thereof perfects a Lien thereon under the Uniform Commercial

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Code of any applicable jurisdiction. Control Collateral includes any Deposit Accounts, Securities Accounts, Securities Entitlements, Commodity Accounts, Commodity Contracts, Letter of Credit Rights or Electronic Chattel Paper over which any Collateral Agent has “control” under the applicable Uniform Commercial Code.

“Controlling Secured Parties ” means, with respect to any Common Collateral, the Series of First-Priority Secured Parties whose Authorized Representative is the Applicable Authorized Representative for such Common Collateral.

“Credit Agreement” means that certain Credit Agreement, dated as of [February 2], 2015, among the Companies, as borrowers, Holdings, Intermediate Holdings, the lending institutions from time to time parties thereto, the Administrative Agent and the other parties thereto as amended, restated, supplemented or otherwise modified, refinanced or replaced from time to time, including, in the event such Credit Agreement is terminated or replaced and the Companies subsequently enter into any “Credit Agreement” (as defined in the Initial Other First-Priority Agreement (or the Equivalent Provision thereof)), the Credit Agreement designated by the Companies to be the “Credit Agreement” hereunder.

“Credit Agreement Collateral Documents” means the Collateral Agreement and any agreement, instrument or document entered into in favor of the Credit Agreement Collateral Agent for purposes of securing any Credit Agreement Secured Obligation or for the purpose of granting a Lien to secure any Credit Agreement Secured Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Credit Agreement Documents” means the Credit Agreement, each Credit Agreement Collateral Document and the other “Loan Documents” as defined in the Credit Agreement (or any Equivalent Provision thereof), and each other agreement, document and instrument providing for or evidencing any other Credit Agreement Secured Obligation, as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

“Credit Agreement Obligations” means all “Loan Obligations” (as such term is defined in the Credit Agreement (or the Equivalent Provision thereof)) of the Companies and other obligors under the Credit Agreement or any of the other Credit Agreement Documents, and all other obligations to pay principal, premium, if any, and interest (including any interest accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding) when due and payable, and all other amounts due or to become due under or in connection with the Credit Agreement Documents and the performance of all other Obligations of the obligors thereunder to the lenders and agents under the Credit Agreement Documents, according to the respective terms thereof.

“Credit Agreement Secured Obligations” means, collectively, (i) the Credit Agreement Obligations and (ii) any First-Priority Cash Management Obligations and

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First-Priority Hedging Obligations included in the term “Secured Obligations” as defined in the Collateral Agreement (or the Equivalent Provision thereof).

“Credit Agreement Secured Parties” means the “Secured Parties” as defined in the Credit Agreement (or the Equivalent Provision thereof).

“Designation” means a designation of Additional First-Priority Debt in substantially the form of Annex C attached hereto.

“DIP Financing” has the meaning assigned to such term in Section 2.05(b).

“DIP Financing Liens” has the meaning assigned to such term in Section 2.05(b).

“DIP Lenders” has the meaning assigned to such term in Section 2.05(b).

“Discharge” means, with respect to any Common Collateral and any Series of First-Priority Obligations, the date on which such Series of First-Priority Obligations is no longer secured by, and no longer required to be secured by, such Common Collateral. The term “Discharged” has a corresponding meaning.

“Discharge of Credit Agreement Obligations” means, with respect to any Common Collateral, the Discharge of the Credit Agreement Obligations; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a Refinancing of such Credit Agreement Obligations or an incurrence of future Credit Agreement Obligations with additional First-Priority Obligations secured by Common Collateral under an Other First-Priority Agreement which has been designated in writing by the Borrower Representative (in each instance used herein, as defined in the Credit Agreement) to the Collateral Agent and each other Authorized Representative as the “Credit Agreement” for purposes of this Agreement.

“Equivalent Provision” means, with respect to any reference to a specific provision of an agreement in effect on the date hereof (the “original agreement”), if such agreement is amended, restated, supplemented, modified or replaced after the date hereof in a manner permitted hereby, the provision in such amended, restated, supplemented, modified or replacement agreement that is the equivalent to such specific provision in such original agreement.

“Event of Default” means an Event of Default under and as defined in the Credit Agreement or any Other First-Priority Agreement (or, in each case, the Equivalent Provision thereof).

“First-Priority Cash Management Obligations” means any Cash Management Obligations secured by any Common Collateral under the First-Priority Collateral Documents.

“First-Priority Collateral Documents” means collectively, (i) the Credit Agreement Collateral Documents and (ii) the Other First Priority Collateral Documents.

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“First -Priority Hedging Obligations” means any Hedging Obligations secured by any Common Collateral under the First-Priority Collateral Documents.

“First-Priority Obligations” means, collectively, (i) the Credit Agreement Secured Obligations, (ii) each Series of Other First-Priority Obligations and (iii) any other First-Priority Hedging Obligations and First-Priority Cash Management Obligations (which shall be deemed to be part of the Series of Other First-Priority Obligations to which they relate to the extent provided in the applicable Other First-Priority Agreement).

“First-Priority Secured Parties” means (a) the Credit Agreement Secured Parties and (ii) the Other First-Priority Secured Parties with respect to each Series of Other First-Priority Obligations.

“Grantors” means each of Holdings, Intermediate Holdings, the Companies and such Subsidiaries of Holdings that, in each case, has executed and delivered a First-Priority Collateral Document as a grantor thereunder with respect to two or more Series of First-Priority Obligations.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under (a) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements, and currency exchange, interest rate or commodity collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates or commodity prices, including any obligations of the type referred to in the definition of “Hedging Agreement” in the Credit Agreement.

“Holdings” means Presidio Holdings Inc., a Delaware corporation.

“Impairment” has the meaning assigned to such term in Section 1.01(b).

“Initial Other Authorized Representative” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Initial Other First-Priority Agreement” means [    ], as amended, supplemented or otherwise modified from time to time.

“Initial Other Collateral Agent” has the meaning assigned to such term in the introductory paragraph to this Agreement.

“Initial Other First-Priority Obligations” means the Other First-Priority Obligations arising under or pursuant to the Initial Other First-Priority Agreement.

“Initial Other First-Priority Secured Parties” means the holders of any Initial Other First-Priority Obligations and the Initial Other Authorized Representative.

“Insolvency or Liquidation Proceeding” means:

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(1)    any case commenced by or against either of the Companies or any other Grantor under any Bankruptcy Law, any other proceeding for the reorganization, recapitalization or adjustment or marshalling of the assets or liabilities of either of the Companies or any other Grantor, any receivership or assignment for the benefit of creditors relating to either of the Companies or any other Grantor or any similar case or proceeding relative to either of the Companies or any other Grantor or its creditors, as such, in each case whether or not voluntary;

(2)    any liquidation, dissolution, marshalling of assets or liabilities or other winding up of or relating to either of the Companies or any other Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency (except for any voluntary liquidation, dissolution or other winding up to the extent permitted by the applicable Secured Credit Documents); or

(3)    any other proceeding of any type or nature in which substantially all claims of creditors of either of the Companies or any other Grantor are determined and any payment or distribution is or may be made on account of such claims.

“Intermediate Holdings” means Presidio IS Corp., a Delaware corporation.

“Intervening Creditor” has the meaning assigned to such term in Section 2.01(b).

“Joinder Agreement” means a document in the form of Annex B to this Agreement required to be delivered by an Authorized Representative to each Collateral Agent and each other Authorized Representative pursuant to Section 5.14 of this Agreement in order to create an additional Series of Other First-Priority Obligations or a Refinancing of any Series of First-Priority Obligations.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Major Non-Controlling Authorized Representative” means, with respect to any Common Collateral, the Authorized Representative of the Series of Other First-Priority Obligations that constitutes the largest outstanding principal amount of any then outstanding Series of First-Priority Obligations with respect to such Common Collateral.

“New York UCC” means the Uniform Commercial Code as from time to time in effect in the State of New York.

“Non-Controlling Authorized Representative” means, at any time with respect to any Common Collateral, any Authorized Representative that is not the Applicable Authorized Representative at such time with respect to such Common Collateral.

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“Non-Controlling Authorized Representative Enforcement Date” means, with respect to any Non-Controlling Authorized Representative, the date which is 180 days (throughout which 180 day period such Non-Controlling Authorized Representative was the Major Non-Controlling Authorized Representative) after the occurrence of both (i) an Event of Default (under and as defined in the Secured Credit Documents under which such Non -Controlling Authorized Representative is the Authorized Representative) and (ii) each Collateral Agent’s and each other Authorized Representative’s receipt of written notice from such Non-Controlling Authorized Representative certifying that (x) such Non-Controlling Authorized Representative is the Major Non-Controlling Authorized Representative and that an Event of Default (under and as defined in the Secured Credit Documents under which such Non-Controlling Authorized Representative is the Authorized Representative) has occurred and is continuing and (y) the First-Priority Obligations of the Series with respect to which such Non-Controlling Authorized Representative is the Authorized 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 Secured Credit Documents; provided that the Non-Controlling Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed not to have occurred with respect to any Common Collateral (1) at any time the Applicable Collateral Agent acting on the instructions of the Applicable Representative has commenced and is diligently pursuing any enforcement action with respect to Common Collateral or (2) at any time the Grantor that has granted a security interest in Common Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding.

“Non-Controlling Secured Parties” means, with respect to any Common Collateral, the First-Priority Secured Parties which are not Controlling Secured Parties with respect to such Common Collateral.

“Obligations” means any principal, interest (including any interest accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding), penalties, fees indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any indebtedness[; provided, that Obligations with respect to the Initial Other First-Priority Obligations shall not include fees or indemnifications in favor of third parties other than the Initial Other Authorized Representative and the Initial Other First-Priority Secured Parties.]¹

“Other First-Priority Agreement” means any credit agreement (other than the Credit Agreement), indenture or other agreement, document or instrument pursuant to which any Grantor has or will incur Other First-Priority Obligations; provided that, in each case, the indebtedness thereunder has been designated as Other First-Priority Obligations pursuant to and in accordance with Section 5.14.

¹  Insert bracketed language only if applicable.

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“Other First-Priority Collateral Documents” means the Security Documents or Collateral Documents or similar term (in each case as defined in the applicable Other First-Priority Agreement) and any other agreement, document or instrument entered into for the purpose of granting a Lien to secure any Other First-Priority Obligations or to perfect such Lien (as each may be amended, restated, amended and restated, supplemented or otherwise modified from time to time).

“Other First-Priority Obligations ” means (a) the due and punctual payment by any Grantor of (i) the unpaid principal of and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable as a claim in such proceeding) on indebtedness under any Other First-Priority Agreement, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (ii) all other monetary obligations of such Grantor to any Other First-Priority Secured Party under any Other First-Priority Agreement, including obligations to pay fees, expense reimbursement obligations and indemnification obligations, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable as a claim in such proceeding), (b) the due and punctual performance of all other obligations of such Grantor under or pursuant to any Other First-Priority Agreement, and (c) the due and punctual payment and performance of all the obligations of each other Grantor under or pursuant to any Other First-Priority Agreement.

“Other First-Priority Secured Party” means the holders of any Other First-Priority Obligations and any Authorized Representative with respect thereto and includes the Initial Other First-Priority Secured Parties.

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“Possessory Collateral ” means any Common Collateral in the possession of any Collateral Agent (or its agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or otherwise. Possessory Collateral includes, without limitation, any Certificated Securities, Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of any Collateral Agent under the terms of the First-Priority Collateral Documents. All capitalized terms used in this definition and not defined elsewhere in this Agreement have the meanings assigned to them in the New York UCC.

“Proceeds” has the meaning assigned to such term in Section 2.01(a).

“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

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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, indenture or other agreement. “Refinanced” and “Refinancing” have correlative meanings.

“Secured Credit Document” means (i) the Credit Agreement Documents, (ii) the Initial Other First-Priority Agreement and (iii) each Other First-Priority Agreement.

‘‘Series” means (a) with respect to the First-Priority Secured Parties, each of (i) the Credit Agreement Secured Parties (in their capacities as such), (ii) the Initial Other First-Priority Secured Parties (in their capacity as such) and (iii) the Other First-Priority Secured Parties that become subject to this Agreement after the date hereof that are represented by a common Authorized Representative (in its capacity as such for such Other First-Priority Secured Parties) and (b) with respect to any First-Priority Obligations, each of (i) the Credit Agreement Secured Obligations, (ii) the Initial Other First-Priority Obligations and (iii) the Other First-Priority Obligations incurred pursuant to any Other First-Priority Agreement (other than the Initial Other First-Priority Agreement), which pursuant to any Joinder Agreement, are to be represented hereunder by a common Authorized Representative (in its capacity as such for such Other First-Priority Obligations).

“Subsidiary” means, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

ARTICLE II

PRIORITIES AND AGREEMENTS WITH RESPECT TO COMMON

COLLATERAL

SECTION 2.01 Priority of Claims.

(a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.01(b)), if an Event of Default has occurred and is continuing, and the Applicable Collateral Agent or any First-Priority Secured Party is taking action to enforce rights in respect of any Common Collateral, or any distribution is made in respect of any Common Collateral in any Bankruptcy Case of any Grantor or any First-Priority Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) or otherwise with respect to any Common Collateral, the proceeds of any sale, collection or other liquidation of any Common Collateral by the Applicable Collateral Agent or any First-Priority Secured Party or received by the Applicable Collateral Agent or any First-

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Priority Secured Party pursuant to any such intercreditor agreement or otherwise with respect to such Collateral and proceeds of any such distribution (subject, in the case of any such distribution, to paragraph (b) below) to which the First-Priority Obligations are entitled under any intercreditor agreement (other than this Agreement) or otherwise (all proceeds of any sale, collection or other liquidation of any Collateral comprising either Common Collateral and all proceeds of any such distribution being collectively referred to as “Proceeds”), shall be applied by the Applicable Collateral Agent in the following order:

(i) FIRST, to the payment of all amounts owing to each Collateral Agent (in its capacity as such) and each Authorized Representative (in its capacity as such) secured by such Common Collateral, including all reasonable costs and expenses incurred by each Collateral Agent (in its capacity as such) and each Authorized Representative (in its capacity as such) in connection with such collection or sale or otherwise in connection with this Agreement, any other Secured Credit Document or any of the First-Priority Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, and any other reasonable costs or expenses incurred in connection with the exercise of any right or remedy hereunder or under any other Secured Credit Document and all fees and indemnities owing to such Collateral Agents and Authorized Representatives, ratably to each such Collateral Agent and Authorized Representative in accordance with the amounts payable to it pursuant to this clause FIRST;

(ii) SECOND, subject to Section 1.01(b), to the extent Proceeds remain after the application pursuant to preceding clause (i), to each Authorized Representative for the payment in full of the other First-Priority Obligations of each Series secured by such Common Collateral and, if the amount of such Proceeds are insufficient to pay in full the First-Priority Obligations of each Series so secured then such Proceeds shall be allocated among the Authorized Representatives of each Series secured by such Common Collateral, pro rata according to the amounts of such First-Priority Obligations owing to each such respective Authorized Representative and the other First-Priority Secured Parties represented by it for distribution by such Authorized Representative in accordance with its respective Secured Credit Documents; and

(iii) THIRD, any balance of such Proceeds remaining after the application pursuant to preceding clauses (i) and (ii), to the Grantors, their successors or assigns from time to time, or as a court of competent jurisdiction may otherwise direct.

If, despite the provisions of this Section 2.01(a), any First-Priority Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of the First-Priority Obligations to which it is then entitled in accordance with this Section 2.01(a), such First-Priority Secured Party shall hold such payment or recovery in trust for the benefit of all First-Priority Secured Parties for distribution in accordance with this Section 2.01(a).

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(b) Notwithstanding the foregoing, with respect to any Common Collateral for which a third party (other than a First-Priority Secured Party and, without limiting the foregoing, after taking into account the effect of any applicable intercreditor agreements) has a lien or security interest that is junior in priority to the security interest of any Series of First-Priority Obligations but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First-Priority Obligations (such third party an “Intervening Creditor”), the value of any Common Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Common Collateral or Proceeds to be distributed in respect of the Series of First-Priority Obligations with respect to which such Impairment exists.

(c) It is acknowledged that the First-Priority Obligations of any Series may, subject to the limitations set forth in the then existing Secured Credit Documents and subject to any limitations set forth in this Agreement, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First-Priority Secured Parties of any Series.

(d) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First-Priority Obligations granted on the Common Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction, or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the First-Priority Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.01(b) hereof), each First-Priority Secured Party hereby agrees that the Liens securing each Series of First-Priority Obligations on any Common Collateral shall be of equal priority.

(e) Notwithstanding anything in this Agreement or any other Secured Credit Document to the contrary, Collateral consisting of cash and cash equivalents pledged to secure Credit Agreement Secured Obligations consisting of reimbursement obligations in respect of letters of credit pursuant to the Credit Agreement shall be applied as specified in the Credit Agreement and will not constitute Common Collateral, until such time as such reimbursement obligations have been discharged.

SECTION 2.02 Actions with Respect to Common Collateral; Prohibition on Contesting Liens.

(a) Notwithstanding Section 2.01, (i) only the Applicable Collateral Agent shall act or refrain from acting with respect to the Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) and then only on the instructions of the Applicable Authorized Representative, (ii) the Applicable Collateral Agent shall not follow any instructions with respect to such Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral) from any Non-Controlling Authorized Representative (or any

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other First-Priority Secured Party other than the Applicable Authorized Representative) and (iii) no Non-Controlling Authorized Representative or other First-Priority Secured Party (other than the Applicable Authorized Representative) shall or shall instruct any Collateral Agent to, and any other Collateral Agent that is not the Applicable Collateral Agent shall not, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Common Collateral (including with respect to any intercreditor agreement with respect to any Common Collateral), whether under any First-Priority Collateral Document (other than the First-Priority Collateral Documents applicable to the Applicable Collateral Agent), applicable law or otherwise, it being agreed that only the Applicable Collateral Agent, acting on the instructions of the Applicable Authorized Representative and in accordance with the applicable First-Priority Collateral Documents, shall be entitled to take any such actions or exercise any such remedies with respect to Common Collateral. Notwithstanding the equal priority of the Liens, the Collateral Agent (acting on the instructions of the Applicable Authorized Representative) may deal with the Common Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Controlling Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure proceeding or action brought by the Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party or any other exercise by the Collateral Agent, the Applicable Authorized Representative or the Controlling Secured Party of any rights and remedies relating to the Common Collateral or to cause the Collateral Agent to do so. The foregoing shall not be construed to limit the rights and priorities of any First-Priority Secured Party, Collateral Agent or any Authorized Representative with respect to any Collateral not constituting Common Collateral at such time.

(b) Without limiting the provisions of Section 4.03, each Authorized Representative and Collateral Agent that is not the Applicable Collateral Agent hereby appoints the Applicable Collateral Agent as its agent and authorizes the Applicable Collateral Agent to exercise any and all remedies under each First-Priority Collateral Document with respect to Common Collateral and to execute releases in connection therewith.

(c) Each of the Collateral Agents (other than the Credit Agreement Collateral Agent) and the Authorized Representatives (other than the Administrative Agent) agrees that it will not accept any Lien on any Common Collateral for the benefit of any Series of Other First-Priority Obligations (other than funds deposited for the satisfaction, discharge or defeasance of any Other First-Priority Agreement) other than pursuant to the First-Priority Collateral Documents and, by executing this Agreement (or a Joinder Agreement), each such Collateral Agent and each such Authorized Representative and the Series of First-Priority Secured Parties for which it is acting hereunder agree to be bound by the provisions of this Agreement and the other First-Priority Collateral Documents applicable to it.

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(d) Each of the First-Priority Secured Parties agrees that it will 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 perfection, priority, validity or enforceability of a Lien held by or on behalf of any of the First-Priority Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair (i) the rights of any Collateral Agent or any First-Priority Secured Party to enforce this Agreement or (ii) the rights of any First-Priority Secured Party from contesting or supporting any other Person in contesting the enforceability of any Lien purporting to secure First-Priority Obligations constituting unmatured interest pursuant to Section 502(b)(2) of the Bankruptcy Code.

SECTION 2.03 No Interference; Payment Over.

(a) Each First-Priority Secured Party agrees that (i) it will not challenge or question or support any other Person in challenging or questioning in any proceeding the validity or enforceability of any First-Priority Obligations of any Series or any First-Priority Collateral Document or the validity, attachment, perfection or priority of any Lien under any First-Priority Collateral Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party from challenging or questioning the validity or enforceability of any First-Priority Obligations constituting unmatured interest or the validity of any Lien relating thereto pursuant to Section 502(b)(2) of the Bankruptcy Code; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Common Collateral by the Applicable Collateral Agent, (iii) except as provided in Section 2.02, it shall have no right to (A) direct the Applicable Collateral Agent or any other First-Priority Secured Party to exercise any right, remedy or power with respect to any Common Collateral (including pursuant to any intercreditor agreement) or (B) consent to, or object to, the exercise by, or any forbearance from exercising by, the Applicable Collateral Agent or any other First-Priority Secured Party of any right, remedy or power with respect to any Common Collateral, (iv) it will not institute any suit or assert in any suit, bankruptcy, insolvency or other proceeding any claim against the Applicable Collateral Agent or any other First-Priority Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to any Common Collateral, and none of the Applicable Collateral Agent, any Applicable Authorized Representative or any other First-Priority Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Collateral Agent, such Applicable Authorized Representative or other First-Priority Secured Party with respect to any Collateral in accordance with the provisions of this Agreement, (v) it will not seek, and hereby waives any right, to have any Common Collateral or any part thereof marshaled upon any foreclosure or other disposition of such Collateral and (vi) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any of the Applicable Collateral Agent or any other First-Priority

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Secured Party (A) to enforce this Agreement or (B) to contest or support any other Person in contesting the enforceability of any Lien purporting to secure obligations not constituting First-Priority Obligations.

(b) Each First-Priority Secured Party hereby agrees that, if it shall obtain possession of any Common Collateral or shall realize any proceeds or payment in respect of any such Common Collateral, pursuant to any First-Priority Collateral Document or by the exercise of any rights available to it under applicable law or in any Insolvency or Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each Series of First-Priority Obligations, then it shall hold such Common Collateral, proceeds or payment in trust for the other First-Priority Secured Parties and promptly transfer such Common Collateral, proceeds or payment, as the case may be, to the Applicable Collateral Agent, to be distributed by the Applicable Collateral Agent in accordance with the provisions of Section 2.01(a) hereof.

SECTION 2.04 Automatic Release of Liens; Amendments to First-Priority Collateral Documents.

(a) If at any time any Common Collateral is transferred to a third party or otherwise disposed of, in each case, in connection with any enforcement by the Applicable Collateral Agent in accordance with the provisions of this Agreement, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the other Collateral Agents for the benefit of each Series of First-Priority Secured Parties upon such Common Collateral will automatically be released and discharged upon final conclusion of such disposition as and when, but only to the extent, such Liens of the Applicable Collateral Agent on such Common Collateral are released and discharged; provided that any proceeds of any Common Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof.

(b) Each First-Priority Secured Party agrees that each Collateral Agent may enter into any amendment (and, upon request by such Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First-Priority Collateral Document (including, without limitation, to release Liens securing any Series of First-Priority Obligations) so long as such amendment, subject to clause (c) below, is not prohibited by the terms of each then existing Secured Credit Document. Additionally, each First-Priority Secured Party agrees that each Collateral Agent may enter into any amendment (and, upon request by such Collateral Agent, each Authorized Representative shall sign a consent to such amendment) to any First-Priority Collateral Document solely as such First-Priority Collateral Document relates to a particular Series of First-Priority Obligations (including, without limitation, to release Liens securing such Series of First-Priority Obligations) so long as (x) such amendment is in accordance with the Secured Credit Document pursuant to which such Series of First-Priority Obligations was incurred and (y) such amendment does not adversely affect the First-Priority Secured Parties of any other Series.

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(c) In determining whether an amendment to any First-Priority Collateral Document is not prohibited by this Section 2.04, each Collateral Agent may conclusively rely on a certificate of an officer of the Companies or the Borrower Representative stating in good faith that such amendment is not prohibited by Section 2.04(b) above.

(d) Without limiting the rights of the Applicable Collateral Agent under Section 4.03, each Collateral Agent and each Authorized Representative agrees to execute and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Collateral Agent to evidence and confirm any release of Common Collateral or guarantee whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, or amendment to any First-Priority Collateral Documents provided for in this Section.

SECTION 2.05 Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.

(a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against any Grantor or any of its Subsidiaries.

(b) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or the use of cash collateral under Section 363 of the Bankruptcy Code, each First-Priority Secured Party (other than any Controlling Secured Party or any Authorized Representative of any Controlling Secured Party) agrees that it will raise no objection to any such financing or to the Liens on the Common Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Common Collateral, unless any Controlling Secured Party, or an Authorized Representative of any Controlling Secured Party, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Common Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Common Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any Liens of any First-Priority Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Common Collateral granted to secure the First-Priority Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Common Collateral as set forth herein), in each case so long as (A) the First-Priority Secured Parties of each Series retain the benefit of their Liens on all such Common Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-vis all the other First-Priority Secured Parties (other than any Liens of the

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First-Priority Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First-Priority Secured Parties of each Series are granted Liens on any additional collateral pledged to any First-Priority Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-a-vis the First-Priority Secured Parties as set forth in this Agreement (other than any Liens of any First-Priority Secured Parties constituting DIP Financing Liens), (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First-Priority Obligations, such amount is applied pursuant to Section 2.01(a) of this Agreement, and (D) if any First-Priority Secured Parties are granted adequate protection, including in the form of periodic payments, in connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection is applied pursuant to Section 2.01(a) of this Agreement; provided that the First-Priority Secured Parties of each Series shall have a right to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First-Priority Secured Parties of such Series or its Authorized Representative that shall not constitute Common Collateral; and provided further that the First-Priority Secured Parties receiving adequate protection shall not object to any other First-Priority Secured Party receiving adequate protection comparable to any adequate protection granted to such First-Priority Secured Parties in connection with a DIP Financing or use of cash collateral.

SECTION 2.06 Reinstatement. In the event that any of the First-Priority Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law, or the settlement of any claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First-Priority Obligations shall again have been paid in full in cash. This Section 2.06 shall survive termination of this Agreement.

SECTION 2.07 Insurance. As between the First-Priority Secured Parties, the Applicable Collateral Agent, acting at the direction of the Applicable Authorized Representative, shall have the right, but not the obligation, to adjust or settle any insurance policy or claim covering or constituting Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral.

SECTION 2.08 Refinancings. The First-Priority Obligations of any Series may, subject to Section 5.14, be Refinanced, in whole or in part, in each case without notice to, or the consent (except to the extent a consent is otherwise required to permit the refinancing transaction under any Secured Credit Document) of, any First-Priority Secured Party of any other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided that the Authorized Representative and Collateral Agent of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of the holders of such Refinancing indebtedness.

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SECTION 2.09 Possessory Collateral Agent as Gratuitous Bailee/Agent for Perfection.

(a) The Applicable Collateral Agent shall be entitled to hold any Possessory Collateral constituting Common Collateral.

(b) Notwithstanding the foregoing, each Collateral Agent agrees to hold any Possessory Collateral constituting Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each other First-Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09. Pending delivery to the Applicable Collateral Agent, each other Authorized Representative agrees to hold any Common Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and/or gratuitous agent for each other Frist-Priority Secured Party and any assignee, solely for the purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First-Priority Collateral Documents, in each case, subject to the terms and conditions of this Section 2.09.

(c) The duties or responsibilities of each Collateral Agent and each other Authorized Representative under this Section 2.09 shall be limited solely to holding any Common Collateral constituting Possessory Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each other First-Priority Secured Party for purposes of perfecting the Lien held by such First-Priority Secured Parties therein.

(d) The agreement of the Applicable Collateral Agent to act as gratuitous bailee and/or gratuitous agent under this Section 2.09 is intended, among other things, to satisfy the requirements of Section 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

(e) At any time the Applicable Collateral Agent is no longer the Applicable Collateral Agent, such outgoing Applicable Collateral Agent shall deliver the remaining Possessory Collateral constituting Common Collateral in its possession (if any) together with any necessary endorsements (which endorsement shall be without recourse and without any representation or warranty), first, to the then Applicable Collateral Agent to the extent First-Priority Obligations remain outstanding and second, to the applicable Grantor to the extent no First-Priority Obligations remain outstanding (in each case, so as to allow such Person to obtain possession or control of such Common Collateral) or as a court of competent jurisdiction may otherwise direct. The outgoing Applicable Collateral Agent further agrees to take all other action reasonably requested by the then Applicable Collateral Agent at the expense of the Companies in connection with the then Applicable Collateral Agent obtaining a first-priority security interest in the Common Collateral.

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ARTICLE III

EXISTENCE AND AMOUNTS OF LIENS AND OBLIGATIONS

Whenever any Applicable Collateral Agent or any Applicable Authorized Representative shall be required, in connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First-Priority Obligations of any Series, or the Common Collateral subject to any Lien securing the First-Priority Obligations of any Series, it may request that such information be furnished to it in writing by each other Authorized Representative or each other Collateral Agent and shall be entitled to make such determination or not make any determination on the basis of the information so furnished; provided, however, that, if an Authorized Representative or Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Applicable Collateral Agent or Authorized Representative shall be entitled to make any such determination or not make any determination by such method as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Companies or the Borrower Representative. Each Applicable Collateral Agent and each Authorized Representative may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First-Priority Secured Party or any other person as a result of such determination.

ARTICLE IV

THE APPLICABLE COLLATERAL AGENT

SECTION 4.01 Appointment and Authority.

Each Non-Controlling Secured Party acknowledges and agrees that the Applicable Collateral Agent shall be entitled, for the benefit of the First-Priority Secured Parties, to sell, transfer or otherwise dispose of or deal with any Common Collateral as provided herein and in the First-Priority Collateral Documents, as applicable, without regard to any rights to which Non-Controlling Secured Parties would otherwise be entitled as a result of holding any First-Priority Obligations. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of the Applicable Collateral Agent, the Applicable Authorized Representative or any other First-Priority Secured Party shall have any duty or obligation first to marshal or realize upon any type of Common Collateral (or any other Collateral securing any of the First-Priority Obligations), or to sell, dispose of or otherwise liquidate all or any portion of such Common Collateral (or any other Collateral securing any First-Priority Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties, notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or liquidation. Each of the First-Priority Secured Parties waives any claim it may now or hereafter have against any Collateral Agent or Authorized Representative of any other Series of First-Priority

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Obligations or any other First-Priority Secured Party of any other Series arising out of (i) any actions which any such Collateral Agent, any Authorized Representative or any First-Priority Secured Party takes or omits to take (including, actions with respect to the creation, perfection or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First-Priority Obligations from any account debtor, guarantor or any other party) in accordance with the First-Priority Collateral Documents or any other agreement related thereto or in connection with the collection of the First-Priority Obligations or the valuation, use, protection or release of any security for the First-Priority Obligations, (ii) any election by any Applicable Authorized Representative or any holders of First-Priority Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05 of this Agreement, any borrowing or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by the Companies or any of the Subsidiaries, as debtor-in-possession. Notwithstanding any other provision of this Agreement, the Applicable Collateral Agent shall not accept any Common Collateral in full or partial satisfaction of any First-Priority Obligations pursuant to Section 9-620 of the Uniform Commercial Code of any jurisdiction, without the consent of each Authorized Representative representing holders of First-Priority Obligations for whom such Collateral constitutes Common Collateral.

SECTION 4.02 Rights as a First-Priority Secured Party. The Person serving as the Applicable Collateral Agent hereunder shall have the same rights and powers in its capacity as a First-Priority Secured Party under any Series of First-Priority Obligations that it holds as any other First-Priority Secured Party of such Series and may exercise the same as though it were not the Applicable Collateral Agent and the term “First-Priority Secured Party” or “First-Priority Secured Parties” or (as applicable) “Credit Agreement Secured Party”, “Credit Agreement Secured Parties”, “Other First-Priority Secured Party” or “Other First-Priority Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Applicable Collateral Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with any of the Companies or any Subsidiary or other Affiliate thereof as if such Person were not the Collateral Agent hereunder and without any duty to account therefor to any other First-Priority Secured Party.

SECTION 4.03 Power of Attorney. Each Non-Controlling Authorized Representative and Collateral Agent that is not the Applicable Collateral Agent, for itself and on behalf of each other First-Priority Secured Party of the Series for whom it is acting, hereby irrevocably appoints the Applicable Collateral Agent and any officer or agent of the Applicable Collateral Agent, which appointment is coupled with an interest 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 Non-Controlling Authorized Representative, Collateral Agent or First-Priority Secured Party, to take any and all appropriate action and to execute any and all documents and instruments which

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may be necessary to accomplish the purposes of this Agreement, including the exercise of any and all remedies under each First-Priority Collateral Document with respect to Common Collateral and the execution of releases in connection therewith.

SECTION 4.04 Exculpatory Provisions. Each Collateral Agent shall not have any duties or obligations except those expressly set forth herein and in the other First-Priority Collateral Documents. Without limiting the generality of the foregoing, each Collateral Agent:

                (i) shall not be subject to any fiduciary or other implied duties of any kind or nature to any Person, regardless of whether an Event of Default has occurred and is continuing;

                (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other First-Priority Collateral Documents that such Collateral Agent is required to exercise as directed in writing by the Applicable Authorized Representative; provided that such Collateral Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose such Collateral Agent to liability or that is contrary to any First-Priority Collateral Document or applicable law;

                (iii) shall not, except as expressly set forth herein and in the other First-Priority Collateral Documents, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to the Companies or any of Holdings or Affiliates thereof that is communicated to or obtained by the Person serving as Collateral Agent or any of its Affiliates in any capacity;

                (iv) shall not be liable for any action taken or not taken by it, including without limitation, for any claims and liabilities arising pursuant to any Collateral Agent’s role under Section 2.09 as gratuitous bailee with respect to the Possessory Collateral in its possession or control (and with respect to the Deposit Accounts, as gratuitous agent) (i) with the consent or at the request of the Applicable Authorized Representative or (ii) in the absence of its own gross negligence or willful misconduct or (iii) in reliance on a certificate of an authorized officer of the Companies or the Borrower Representative stating that such action is not prohibited by the terms of this Agreement. Such Collateral Agent shall be deemed not to have knowledge of any Event of Default under any Series of First-Priority Obligations unless and until notice describing such Event of Default is given to such Collateral Agent by the Authorized Representative of such First-Priority Obligations or the Companies;

                (v) shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other First-Priority Collateral Document, (ii) the contents of any certificate, report or other document delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or

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observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other First-Priority Collateral Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the First-Priority Collateral Documents, (v) the value or the sufficiency of any Collateral for any Series of First-Priority Obligations, or (v) the satisfaction of any condition set forth in any Secured Credit Document, other than to confirm receipt of items expressly required to be delivered to such Collateral Agent;

                (vi) shall not have any fiduciary duties or contractual obligations of any kind or nature under any Other First-Priority Agreement (but shall be entitled to all protections provided to the Collateral Agent therein);

                (vii) with respect to the Credit Agreement, any Other First-Priority Agreement or any First-Priority Collateral Document, may conclusively assume that the Grantors have complied with all of their obligations thereunder unless advised in writing by the Authorized Representative thereunder to the contrary specifically setting forth the alleged violation; and

                (viii) may conclusively rely on any certificate of an officer of the Companies or the Borrower Representative provided pursuant to Section 2.04(d) hereof.

SECTION 4.05 Reliance by Collateral Agent. Each Collateral Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Each Collateral Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. Each Collateral Agent may consult with legal counsel (who may include, but shall not be limited to counsel for the Companies or counsel for the Administrative Agent), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts.

SECTION 4.06 Delegation of Duties. Each Collateral Agent may perform any and all of its duties and exercise its rights and powers hereunder or under any other First-Priority Collateral Document by or through any one or more sub-agents appointed by such Collateral Agent. Each 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. The exculpatory provisions of this Article shall apply to any such sub-agent and to the Affiliates of such Collateral Agent and any such sub-agent.

SECTION 4.07 Resignation of Collateral Agent. Each Collateral Agent may at any time give notice of its resignation as Collateral Agent under this

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Agreement and the other applicable First-Priority Collateral Documents to the corresponding Authorized Representative and the Companies. Upon receipt of any such notice of resignation, the Applicable Authorized Representative shall have the right (subject, unless an Event of Default relating to a payment default or the commencement of an Insolvency or Liquidation Proceeding has occurred and is continuing, to the consent of the Companies (not to be unreasonably withheld or delayed)), to appoint a successor, which shall be a bank or trust company with an office in the United States, or an Affiliate of any such bank or trust company with an office in the United States. If no such successor shall have been so appointed by the Applicable Authorized Representative and shall have accepted such appointment within 10 days after the retiring Collateral Agent gives notice of its resignation, then the retiring Collateral Agent may, on behalf of the First-Priority Secured Parties, appoint a successor Collateral Agent meeting the qualifications set forth above; provided that, if such Collateral Agent shall notify the Companies and each Authorized Representative that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (a) the retiring Collateral Agent shall be discharged from its duties and obligations hereunder and under the other applicable First-Priority Collateral Documents (except that in the case of any collateral security held by the Collateral Agent on behalf of the First-Priority Secured Parties under any of the First-Priority Collateral Documents, the retiring Collateral Agent shall continue to hold such collateral security solely for purposes of maintaining the perfection of the security interests of the First-Priority Secured Parties therein until such time as a successor Collateral Agent is appointed but with no obligation to take any further action at the request of the Applicable Authorized Representative, any Other First-Priority Secured Parties or any Grantor) and (b) all payments, communications and determinations provided to be made by, to or through such Collateral Agent shall instead be made by or to each Authorized Representative directly, until such time as the Applicable Authorized Representative appoints a successor Collateral Agent as provided for above in this Section. Upon the acceptance of a successor’s appointment as Collateral Agent hereunder and under the First-Priority Collateral Documents, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Collateral Agent, and the retiring Collateral Agent shall be discharged from all of its duties and obligations hereunder or under the other First-Priority Collateral Documents (if not already discharged therefrom as provided above in this Section). After the retiring Collateral Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article, Sections 8.07 and 9.05 of the Credit Agreement solely with respect to the Credit Agreement Collateral Agent and the equivalent provision of any Other First-Priority Agreement shall continue in effect for the benefit of such retiring Collateral Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Collateral Agent was acting as Collateral Agent. Upon any notice of resignation of such Collateral Agent hereunder and under the other First-Priority Collateral Documents, each of the Companies agrees to use commercially reasonable efforts to transfer (and maintain the validity and priority of) the Liens in favor of the retiring Collateral Agent under the First-Priority Collateral Documents to the successor Collateral Agent as promptly as practicable.

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SECTION 4.08 Non-Reliance on Collateral Agent and Other First-Priority Secured Parties. Each First-Priority Secured Party, other than the Initial Other Authorized Representative, acknowledges that it has, independently and without reliance upon any Collateral Agent, any Authorized Representative or any other First-Priority Secured Party or any of their Affiliates and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the other Secured Credit Documents. Each First-Priority Secured Party also acknowledges that it will, independently and without reliance upon any Collateral Agent, any Authorized Representative or any other First-Priority Secured Party or any of their Affiliates and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Secured Credit Document or any related agreement or any document furnished hereunder or thereunder.

SECTION 4.09 Collateral and Guaranty Matters. Each of the First-Priority Secured Parties irrevocably authorizes the Applicable Collateral Agent, at its option and in its discretion,

(a) to release any Lien on any property granted to or held by the Applicable Collateral Agent under any First-Priority Collateral Document in accordance with Section 2.04 of this Agreement or upon receipt of a written request from the Companies stating that the release of such Lien is not prohibited by the terms of each then extant Secured Credit Document; and

(b) to release any Grantor from its obligations under the First-Priority Collateral Documents upon receipt of a written request from the Companies stating that such release is not prohibited by the terms of each then existing Secured Credit Document.

ARTICLE V

MISCELLANEOUS

SECTION 5.01 Notices. 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 telecopy, as follows:

(a) if to Credit Agreement Collateral Agent or the Administrative Agent, to it as provided in the Credit Agreement;

(b) if to the Initial Other Collateral Agent or the Initial Other Authorized Representative, to it at as provided in the Initial Other First-Priority Agreement;

(c) if to any additional Collateral Agent or Other Authorized Representative, to it at the address set forth in the applicable Joinder Agreement.

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Any party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties hereto. 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 a Business Day) and on the next Business Day thereafter (in all other cases) if delivered by hand or overnight courier service or sent by telecopy 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 5.01 or in accordance with the latest unrevoked direction from such party given in accordance with this Section 5.01. As agreed to in writing among each Collateral Agent and each Authorized Representative from time to time, notices and other communications may also be delivered by e-mail to the e-mail address of a representative of the applicable person provided from time to time by such person.

SECTION 5.02    Waivers; Amendment; Joinder Agreements.

(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 not be prohibited by paragraph (b) of this Section, 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) Neither this Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Authorized Representative (or its authorized agent) and the Companies. Notwithstanding anything in this Section 5.02(b) to the contrary, this Agreement may be amended from time to time at the request of the Companies, at the Companies’ expense, and without the consent of any Authorized Representative or any First-Priority Secured Party to add other parties holding Other First-Priority Obligations (or any agent or trustee therefor) to the extent such obligations are not prohibited by any Secured Credit Document. Each party to this Agreement agrees that (i) at the request (and sole expense) of the Companies, without the consent of any First-Priority Secured Party, each of the Authorized Representatives shall execute and deliver an acknowledgment and confirmation of such modifications and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such modifications (it being understood that such actions shall not be required for the effectiveness of any such modifications) and (ii) the Companies shall be beneficiaries of this Section 5.02(b).

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(c) Notwithstanding the foregoing, without the consent of any First-Priority Secured Party, any Authorized Representative may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.14 hereof and, upon such execution and delivery, such Authorized Representative and the Other First-Priority Secured Parties and Other First-Priority Obligations of the Series for which such Authorized Representative is acting shall be subject to the terms hereof and the terms of the other First-Priority Collateral Documents applicable thereto.

SECTION 5.03 Parties in Interest. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other First-Priority Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this Agreement.

SECTION 5.04 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.

SECTION 5.05 Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission or via electronic mail shall be as effective as delivery of a manually signed counterpart of this Agreement.

SECTION 5.06    Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement and the First-Priority Secured Parties of any Series may continue, at any time and without notice to any First-Priority Secured Parties of any other Series, to extend credit and other financial accommodations and lend monies to or for the benefit of the Companies or any Grantor constituting First-Priority Obligations in reliance hereon. Each Authorized Representative and each Collateral Agent, on behalf of itself and each other First-Priority Secured Party represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement 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 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. All references to the Companies or any other Grantor shall include the Companies or such Grantor as debtor and debtor in possession and any receiver, trustee or similar person for the Companies or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate

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and be of no further force and effect with respect to any Authorized Representative or Collateral Agent and the First-Priority Secured Parties represented by such Authorized Representative or Collateral Agent and their First-Priority Obligations, on the date on which no First-Priority Obligations of such First-Priority Secured Parties are any longer secured by, or required to be secured by, any of the Collateral pursuant to the terms of the applicable Secured Credit Documents, subject to the rights of the First-Priority Secured Parties under Section 2.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination

SECTION 5.07 Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

SECTION 5.08 Submission to Jurisdiction; Waivers. Each Collateral Agent and each Authorized Representative, on behalf of itself and the First-Priority Secured Parties of the Series for whom it is acting, irrevocably and unconditionally:submits for itself and its property in any legal action or proceeding relating to this Agreement and the First-Priority Collateral Documents, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the state and federal courts located in New York County and appellate courts from any thereof and waives any objection to any action instituted hereunder in any such court based on forum non conveniens, and any objection to the venue of any action instituted hereunder in any such court;

(b) consents that any such action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;

(c) agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Authorized Representative) at the address referred to in Section 5.01 hereof;

(d) agrees that nothing herein shall affect the right of any other party hereto (or any First-Priority Secured Party) to effect service of process in any other manner permitted by law; and

(e) waives, to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section 5.08 any special, exemplary, punitive or consequential damages.

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SECTION 5.09 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH THE SUBJECT MATTER HEREOF.

SECTION 5.10 Headings. Article, Section and Annex headings used herein are for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement.

SECTION 5.11 Conflicts. In the event of any conflict between the terms of this Agreement and the terms of any of the other Secured Credit Documents or First-Priority Collateral Documents, the terms of this Agreement shall govern.

SECTION 5.12 Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the purpose of defining the relative rights of the First-Priority Secured Parties in relation to one another. None of the Companies, any other Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement (provided that nothing in this Agreement (other than Section 2.04, 2.05, 2.08, 2.09 or Article V) is intended to or will amend, waive or otherwise modify the provisions of the Credit Agreement or any Other First-Priority Agreements), and none of the Companies or any other Grantor may rely on the terms hereof (other than Sections 2.04, 2.05, 2.08, 2.09 and Article V). Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the First-Priority Obligations as and when the same shall become due and payable in accordance with their terms.

SECTION 5.13 Authorized Representatives. Each of the Authorized Representative under the Credit Agreement and the Initial Other Authorized Representative is executing and delivering this Agreement solely in its capacity as such and pursuant to directions set forth in the Credit Agreement or the Initial Other First Priority Agreement, as applicable; and in so doing, neither the Authorized Representative under the Credit Agreement nor the Initial Other Authorized Representative shall be responsible for the terms or sufficiency of this Agreement for any purpose. Each of the Authorized Representative under the Credit Agreement and the Initial Other Authorized Representative shall not have duties or obligations under or pursuant to this Agreement other than such duties expressly set forth in this Agreement as duties on its part to be performed or observed. In entering into this Agreement, or in taking (or forbearing from) any action under or pursuant to this Agreement, each of the Authorized Representative under the Credit Agreement and the Initial Other Authorized Representative shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Credit Agreement or the Initial Other First Priority Agreement, as applicable.

SECTION 5.14    Other First Lien Obligations.

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(a) To the extent, but only to the extent, not prohibited by the provisions of the Credit Agreement and the other Secured Credit Documents, the Companies may incur (i) additional Indebtedness (such Indebtedness, “Additional First-Priority Debt ”), which for the avoidance of doubt shall include any indebtedness incurred pursuant to a Refinancing, and Other First-Priority Obligations after the date hereof that is secured by Liens on some or all of the Common Collateral on an equal and ratable basis with the Liens securing the then-existing First-Priority Obligations and (ii) Other First-Priority Obligations. In such instance, the Additional First-Priority Collateral Agent and Additional First-Priority Representative of any such Additional First-Priority Debt, acting on behalf of the holders of such Additional First-Priority Debt and the holders of such Other First-Priority Obligations, (such Additional First-Priority Collateral Agent, Additional First-Priority Representative and holders in respect of any Additional First-Priority Debt and the holders Other First-Priority Obligations of such Series being referred to as “Additional First-Priority Secured Parties”), may each become a party to this Agreement by satisfying the conditions set forth in Section 5.14(b).

(b) In order for an Additional First-Priority Representative and Additional First-Priority Collateral Agent to become a party to this Agreement,

(i) such Additional First-Priority Representative and such Additional First-Priority Collateral Agent shall have executed and delivered an instrument substantially in the form of Annex B (with such changes as may be reasonably approved by each Collateral Agent and such Additional First-Priority Representative and such Additional First-Priority Collateral Agent, as the case may be) pursuant to which such Additional First-Priority Representative becomes an Authorized Representative hereunder and such Additional First-Priority Collateral Agent becomes a Collateral Agent hereunder, and such Additional First-Priority Debt and the Other First-Priority Obligations of such Series and the Additional First-Priority Secured Parties of such Series become subject hereto and bound hereby,

(ii) the Companies shall have delivered to each Collateral Agent:

(1) true and complete copies of each of the Other First-Priority Agreement and the First-Priority Collateral Documents for such Series, certified as being true and correct by a Responsible Officer of the Companies;

(2) a Designation substantially in the form of Annex C pursuant to which the Company shall (A) identify the indebtedness to be designated as Other First-Priority Obligations and the initial aggregate principal amount or committed amount thereof, (B) specify the name of the Additional First-Priority Collateral Agent and Additional First-Priority Representative and (C) certify that such (x) Additional First-Priority Debt is permitted by each Secured Credit Document and that the conditions set forth in this

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Section 5.14 are satisfied with respect to such Additional First-Priority Debt and the Other First-Priority Obligations of such Series; and

(iii) the Other First-Priority Documents relating to such Additional First-Priority Debt shall provide, in a manner reasonably satisfactory to each Collateral Agent, that each Additional First-Priority Secured Party with respect to such Additional First-Priority Debt will be subject to and bound by the provisions of this Agreement in its capacity as a holder of such Additional First-Priority Debt,

(c) Upon the execution and delivery of a Joinder Agreement by an Additional First-Priority Representative and an Additional First-Priority Collateral Agent, in each case, in accordance with this Section 5.14, each other Authorized Representative and Collateral Agent shall acknowledge such receipt thereof by countersigning a copy thereof, subject to the terms of this Section 5.14 and returning the same to such Additional First-Priority Representative and Additional First-Priority Collateral Agent, as applicable; provided that the failure of any Authorized Representative or Collateral Agent to so acknowledge or return shall not affect the status of such debt as Additional First-Priority Debt if the other requirements of this Section 5.14 are complied with.

SECTION 5.15 Junior Lien Intercreditor Agreements. The Collateral Agent, the Administrative Agent, the Initial Other Authorized Representative and each other Authorized Representative hereby appoint the Applicable Collateral Agent to act as agent on their behalf pursuant to and in connection with the execution of any intercreditor agreements governing any Liens on the Common Collateral junior to Liens securing the First-Priority Obligations that are incurred after the date hereof in compliance with the Secured Credit Documents. The Applicable Collateral Agent, solely in such capacity under any such intercreditor agreements, shall take direction from the Applicable Authorized Representative with respect to the Common Collateral.

[Remainder of this page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have caused this First Lien/First Lien Intercreditor 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 Credit Agreement Collateral Agent
By:
	Name:
	Title:
By:
	Name:
	Title:
CREDIT SUISSE AG, CAYMAN ISLANDS
BRANCH,
as Authorized Representative under the Credit Agreement
By:
	Name:
	Title:
By:
	Name:
	Title:
[__],
as Initial Other Collateral Agent
By:
	Name:
	Title

[First Lien/First Lien Intercreditor Agreement]

[__],
as Initial Other Authorized Representative
By:
	Name:
	Title

[First Lien/First Lien Intercreditor Agreement]

Annex A

to First Lien/First Lien Intercreditor Agreement

[Form of]

CONSENT OF GRANTORS

Dated: [                    ]

Reference is made to the First Lien/First Lien Intercreditor Agreement, dated as of [        ], 20[        ], among Credit Suisse AG, Cayman Islands Branch as Collateral Agent, Credit Suisse AG, Cayman Islands Branch , as Authorized Representative under the Credit Agreement, and [        ], as Initial Other Authorized Representative (as the same may be amended, restated, supplemented, waived, or otherwise modified from time to time, the “Intercreditor Agreement”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Intercreditor Agreement.

Each of the Grantors party hereto has read the foregoing Intercreditor Agreement and consents thereto. Each of the Grantors party hereto agrees that it will not take any action that would be contrary to the express provisions of the foregoing Intercreditor Agreement, agrees to abide by the requirements expressly applicable to it under the foregoing Intercreditor Agreement and agrees that, except as otherwise provided therein, no First-Priority Secured Party shall have any liability to any Grantor for acting in accordance with the provisions of the foregoing Intercreditor Agreement. Each of the Grantors party hereto confirms that the foregoing Intercreditor Agreement is for the sole benefit of the First-Priority Secured Parties and their respective successors and assigns, and that no Grantor is an intended beneficiary or third party beneficiary thereof except to the extent otherwise expressly provided therein.

Each of the Grantors party hereto agrees to take such further action and to execute and deliver such additional documents and instruments (in recordable form, if requested) as the Collateral Agent may reasonably request to effectuate the terms of and the lien priorities contemplated by the Intercreditor Agreement.

This Consent of Grantors shall be governed and construed in accordance with the laws of the State of New York. Notices delivered to the Grantors pursuant to this Consent of Grantors shall be delivered in accordance with the notice provisions set forth in the Intercreditor Agreement.

[Signatures follow.]

Annex A – Page 1

IN WITNESS HEREOF, this Consent of Grantors is hereby executed by each of the Grantors as of the date first written above.

[NAMES OF GRANTORS]
By:
	Name:
	Title:

Annex A - Page 2

Annex B

to First Lien/First Lien Intercreditor Agreement

FORM OF JOINDER AGREEMENT

JOINDER NO. [    ] dated as of [            ], 20[    ] (the “Joinder Agreement”) to the FIRST LIEN/FIRST LIEN INTERCREDITOR AGREEMENT dated as of [    ], [     ], (the “First Lien/First Lien Intercreditor Agreement”), among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Authorized Representative for the Credit Agreement Secured Parties and as Credit Agreement Collateral Agent, [                    ], as Initial Other Authorized Representative, and [                    ], as Initial Other Collateral Agent, and the additional Authorized Representatives and Collateral Agents from time to time a party thereto.

1. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien/First Lien Intercreditor Agreement.

2. Section 5.14 of the First Lien/First Lien Intercreditor Agreement provides that an Additional First-Priority Representative may become an Authorized Representative under the First Lien/First Lien Intercreditor Agreement, an Additional First-Priority Collateral Agent may become a Collateral Agent under the First Lien/First Lien Intercreditor Agreement and Additional First-Priority Secured Parties may become subject to and bound by the First Lien/First Lien Pari Passu Intercreditor Agreement, pursuant to the execution and delivery by the Additional First-Priority Representative and the Additional First-Priority Collateral Agent of an instrument in the form of this Joinder Agreement and the satisfaction of the other conditions set forth in Section 5.14(b) of the First Lien/First Lien Intercreditor Agreement. The undersigned Additional First-Priority Representative (the “New Representative”) and Additional First-Priority Collateral Agent (the “New Collateral Agent”) are executing this Joinder Agreement in accordance with the requirements of the First Lien/First Lien Intercreditor Agreement.

Accordingly, the New Representative and the New Collateral Agent agree as follows:

1. In accordance with Section 5.14 of the First Lien/First Lien Intercreditor Agreement, (i) the New Representative and the New Collateral Agent by their signatures below become an Authorized Representative and a Collateral Agent respectively, under, and the related Additional First-Priority Debt and Additional First-Priority Secured Parties become subject to and bound by, the First Lien/First Lien Intercreditor Agreement with the same force and effect as if the New Representative and New Collateral Agent had originally been named therein as a Representative or a Collateral Agent, respectively, and hereby agree to all the terms and provisions of the First Lien/First Lien Intercreditor Agreement applicable to them as Authorized Representative, Collateral Agent and Additional First-Priority Secured Parties, respectively.

2. This Joinder Agreement 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 Joinder Agreement shall become effective when each

Annex B - Page 1

Collateral Agent and Authorized Representative shall have received a counterpart of this Joinder Agreement that bears the signatures of the New Representative and the New Collateral Agent. Delivery of an executed signature page to this Joinder Agreement by facsimile transmission or other electronic means shall be effective as delivery of a manually signed counterpart of this Joinder Agreement.

3. Except as expressly supplemented hereby, the First Lien/First Lien Intercreditor Agreement shall remain in full force and effect.

4. THIS JOINDER AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS JOINDER AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

5. Any provision of this Joinder Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and in the First Lien/First Lien Intercreditor Agreement, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable 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 provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions.

6. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien/First Lien Intercreditor Agreement. All communications and notices hereunder to the New Representative and the New Collateral Agent shall be given to them at their respective addresses set forth below their signatures hereto.

[Remainder of this page intentionally left blank]

Annex B - Page 2

IN WITNESS WHEREOF, the New Representative and New Collateral Agent have duly executed this Joinder Agreement to the First Lien/First 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:

[NAME OF NEW COLLATERAL AGENT], as   [        ] for the holders of [            ],
By:
	Name:
	Title:

Address for notices:

attention of:

Telecopy:

Annex B - Page 3

Receipt acknowledged by: [                                             ],
as Initial First Lien Representative and Initial First Lien Collateral Agent
By:
	Name:
	Title:

[                                             ],
as Initial Other Representative
By:
	Name:
	Title:
[                                     ],
as Initial Other Collateral Agent
By:
	Name:
	Title:

[OTHERS AS NEEDED]

Annex B - Page 4

Annex C

to First Lien/First Lien Intercreditor Agreement

FORM OF DEBT DESIGNATION

Reference is made to the First Lien/First Lien Intercreditor Agreement dated as of                     , 20     (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/First Lien Intercreditor Agreement”) among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Authorized Representative for the Credit Agreement Secured Parties and as Credit Agreement Collateral Agent, [                    ], as Initial Other Authorized Representative, and [                    ], as Initial Other Collateral Agent, and the additional Authorized Representatives and Collateral Agents from time to time a party thereto. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the First Lien/First Lien Intercreditor Agreement. This Debt Designation is being executed and delivered in order to designate [additional indebtedness and other related First-Priority Obligations][Credit Agreement Obligations] entitled to the benefit and subject to the terms of the First Lien/First Lien Intercreditor Agreement.

The undersigned, the duly appointed [specify title] of the [Companies] hereby certifies on behalf of the [Companies] that:

(a) [insert name of the Companies or other Grantor] intends to incur indebtedness in the initial aggregate [principal/committed amount] of [            ] pursuant to the following agreement: [describe [credit agreement, indenture, other agreement giving rise to Additional First-Priority Debt] (“New Agreement”)]] which will be Other First-Priority Obligations;

and

(b) such Additional First-Priority Debt and the Other First-Priority Obligations of such Series is permitted by each Secured Credit Document and the conditions set forth in Section 5.14 of the First Lien/First Lien Intercreditor Agreement are satisfied with respect to such Additional First-Priority Debt and the Other First-Priority Obligations.

Annex C – Page 1

IN WITNESS WHEREOF, the Company has caused this Debt Designation to be duly executed by the undersigned officer as of                     , 20    .

[COMPANY]
By:
	Name:
	Title:

Annex C – Page 2

EXHIBIT I

FORM OF

FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT

dated as of

[    ], 20[    ]

among

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Credit Agreement Agent,

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH,

as Credit Agreement Collateral Agent,

[    ],

as Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent,

PRESIDIO HOLDINGS, INC.,

as Holdings

and

Each Subsidiary of Holdings

TABLE OF CONTENTS

		Page
Section 1.	Definitions		1
1.1	Defined Terms		1
1.2	Terms Generally		11
Section 2.	Lien Priorities		11
2.1	Subordination of Liens		11
2.2	Prohibition on Contesting Liens		12
2.3	No New Liens		12
2.4	Perfection of Liens		12
Section 3.	Enforcement		13
3.1	Exercise of Remedies		13
3.2	Cooperation		14
3.3	Second-Priority Collateral Agent and Second-Priority Secured Parties Waiver		15
Section 4.	Payments		15
4.1	Application of Proceeds		15
4.2	Payments Over		15
Section 5.	Other Agreements		16
5.1	Releases		16
5.2	Insurance		17
5.3	Amendments to Second-Priority Collateral Documents		17
5.4	Rights As Unsecured Creditors		19
5.5	Designated First-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection		19
5.6	Second-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection		21
5.7	When Discharge of First-Priority Obligations Deemed to Not Have Occurred		22
5.8	No Release If Event of Default		23
Section 6.	Insolvency or Liquidation Proceedings		23
6.1	Financing Issues		23
6.2	Relief from the Automatic Stay		24
6.3	Adequate Protection		24
6.4	Preference Issues		25
6.5	Application		25

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6.6	506(c) Claims	25
6.7	Reorganization Securities	25
6.9	Post-Petition Interest	26
6.10	Reliance	26
6.11	No Warranties or Liability	26
6.12	Obligations Unconditional	27
Section 7.	Miscellaneous	28
7.1	Conflicts	28
7.2	Continuing Nature of this Agreement; Severability	28
7.3	Amendments; Waivers	28
7.4	Information Concerning Financial Condition of the Companies and the Subsidiaries	29
7.5	Subrogation	29
7.6	Application of Payments	29
7.7	Consent to Jurisdiction; Waivers	30
7.8	Notices	30
7.9	Further Assurances	30
7.10	Governing Law	31
7.11	Binding on Successors and Assigns	31
7.12	Specific Performance	31
7.13	Section Titles	31
7.14	Counterparts	31
7.15	Authorization	31
7.16	No Third Party Beneficiaries; Successors and Assigns	31
7.17	Effectiveness	32
7.18	First-Priority Representatives and Second-Priority Representatives	32
7.19	Relative Rights	32
7.20	Second-Priority Collateral Agent	33
7.21	Joinder Requirements	33
7.22	Intercreditor Agreements	33

Exhibits and Schedule
Exhibit A	Form of Joinder Agreement (Other First-Priority Obligations)
Exhibit B	Form of Joinder Agreement (Other Second-Priority Obligations)
Schedule I	Subsidiary Parties

ii

FORM OF FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT

FIRST LIEN/SECOND LIEN INTERCREDITOR AGREEMENT dated as of [    ], [    ], among CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (“CS”), as Credit Agreement Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Credit Agreement Collateral Agent, [    ], as Initial Second-Priority Collateral Agent, Presidio Holdings, Inc. (“Holdings”), a Delaware corporation, Presidio IS Corp., a Delaware corporation (“Intermediate Holdings”), Presidio, Inc., a Georgia corporation (“Presidio, Inc.”), Presidio Networked Solutions, Inc., a Florida corporation (a “Presidio Networked” and together with Presidio, Inc., the “Companies”) and each Subsidiary of Holdings listed on Schedule I hereto.

A. The Companies, Holdings, Intermediate Holdings, the lenders party thereto from time to time, CS, as administrative agent, and others are party to the Credit Agreement dated as of [February 2], 2015 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”).

B. The Credit Agreement is included in the definition of “[Credit Agreement]” under the Initial Second-Priority Agreement (as defined below), and the Obligations of the Companies, Holdings and certain of its Subsidiaries under the Credit Agreement and the Credit Agreement Documents executed or delivered pursuant thereto constitute First-Priority Obligations.

C. The Companies, Holdings, Intermediate Holdings, certain Subsidiaries of Holdings, the Initial Second-Priority Collateral Agent and others are party to the [    ] dated as of [    ], 20[    ] (as amended, restated, supplemented or otherwise modified from time to time, the “Initial Second-Priority Agreement”). The Obligations of the Companies [and certain of its Subsidiaries] under the Initial Second-Priority Agreement and the other Initial Second-Priority Documents constitute Initial Second-Priority Obligations hereunder.

Accordingly, in consideration of the foregoing, the mutual covenants and obligations herein set forth and for other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

Section 1. DEFINITIONS.

1.1 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“Agreement” shall mean this Intercreditor Agreement, as amended, restate, renewed, extended, amended and restated, supplemented or otherwise modified from time to time in accordance with the terms hereof.

“Bankruptcy Law” shall mean Title 11 of the United States Code and any similar Federal, state or foreign law for the relief of debtors.

“Business Day” shall mean any day other than a Saturday, a Sunday or a day that is a legal holiday under the laws of the State of New York or on which banking institutions in the State of New York are required or authorized by law or other governmental action to close.

“Cash Management Obligations ” means, with respect to any Person, all obligations, whether now owing or hereafter arising, of such Person in respect of overdrafts or other liabilities owed to any other Person that arise from treasury, depositary or cash management services, including any automated clearing house or other electronic transfers of funds, credit cards, purchase or debit cards, e-payable services or any similar transactions, including any services or transactions of the type referred to in the definition of “Cash Management Agreement” in the Credit Agreement.

“Common Collateral” means all of the assets of any Grantor, whether real, personal or mixed, constituting both First-Priority Collateral and Second-Priority Collateral.

“Companies” shall have the meaning set forth in the preamble.

“Comparable Second-Priority Collateral Document” shall mean, in relation to any Common Collateral subject to any Lien created under any First-Priority Collateral Document, those Second-Priority Collateral Documents that create a Lien on the same Common Collateral, granted by the same Grantor.

“Credit Agreement” except as otherwise provided in Section 5.7, shall have the meaning set forth in the recitals.

“Credit Agreement Agent” shall mean CS, in its capacity as administrative agent under the Credit Agreement and as administrative agent and/or collateral agent, as applicable, under the other Credit Agreement Documents, and its permitted successors in such capacity.

“Credit Agreement Collateral Agent” shall mean CS, in its capacity as collateral agent under the Credit Agreement Collateral Documents, and its permitted successors in such capacities.

“Credit Agreement Collateral Agreement” means the Collateral Agreement dated as of [February 2], 2015 among the Companies, each other pledgor party thereto and CS, as collateral agent for the Credit Agreement Secured Parties, as amended, supplemented or modified from time to time.

“Credit Agreement Collateral Documents” means the Credit Agreement Collateral Agreement and any other documents now existing or entered into after the date hereof that create or purport to create Liens on any assets or properties of any Grantor to secure any Credit Agreement Secured Obligations.

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“Credit Agreement Documents” means the Credit Agreement, the Credit Agreement Collateral Documents and the other “Loan Documents” as defined in the Credit Agreement.

“Credit Agreement Obligations” means all “Loan Obligations” (as such term is defined in the Credit Agreement) of the Companies and other obligors under the Credit Agreement or any of the other Credit Agreement Documents, and all other obligations to pay principal, premium, if any, and interest (including any interest accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding) when due and payable, and all other amounts due or to become due under or in connection with the Credit Agreement Documents and the performance of all other Obligations of the obligors thereunder to the lenders and agents under the Credit Agreement Documents, according to the respective terms thereof.

“Credit Agreement Secured Obligations” means, collectively, (i) the Credit Agreement Obligations and (ii) any First-Priority Cash Management Obligations and First-Priority Hedging Obligations included in the term “Credit Agreement Secured Obligations” as defined in the Credit Agreement Collateral Agreement.

“Credit Agreement Secured Parties” means the “Secured Parties” as defined in the Credit Agreement.

“CS” shall have the meaning set forth in the preamble.

“Deposit Account” shall have the meaning set forth in the Uniform Commercial Code.

“Deposit Account Collateral” shall mean that part of the Common Collateral (if any) comprised of or contained in Deposit Accounts or Securities Accounts.

“Designated First-Priority Collateral Agent” except as otherwise provided in Section 5.7, means (i) if at any time there are only Credit Agreement Obligations with respect to which the Discharge of Credit Agreement Obligations has not occurred, the Credit Agreement Collateral Agent and (ii) at any time when clause (i) does not apply, the “Applicable Collateral Agent” (as defined in the First Lien/First Lien Intercreditor Agreement) at such time.

“Designated Second-Priority Collateral Agent” means (i) if at any time there are only Initial Second-Priority Obligations with respect to which the Discharge of Initial Second-Priority Obligations has not occurred, the Initial Second-Priority Collateral Agent and (ii) at any time when clause (i) does not apply, the “Applicable Collateral Agent” (or similar term) (as defined in the Second Lien/Second Lien Intercreditor Agreement) at such time.

“DIP Financing” shall have the meaning set forth in Section 6.1.

3

“Discharge” means, except to the extent otherwise provided in Section 5.7, with respect to any Series of First-Priority Obligations or Series of Second-Priority Obligations, that such Series of First-Priority Obligations or Series of Second-Priority Obligations, as the case may be, are no longer secured by, and no longer required to be secured by, the Collateral pursuant to the terms of the applicable First-Priority Credit Documents or Second-Priority Credit Documents. The term “Discharged” shall have a corresponding meaning.

“Discharge of Credit Agreement Secured Obligations” means the Discharge of the Credit Agreement Obligations; provided that the Discharge of Credit Agreement Obligations shall not be deemed to have occurred in connection with a “Refinancing” (as defined in the First Lien/First Lien Intercreditor Agreement) of such Credit Agreement Obligations or an incurrence of future Credit Agreement Obligations with additional First-Priority Obligations secured by Common Collateral under an Other First-Priority Agreement (as defined in the First Lien/First Lien Intercreditor Agreement) which has been designated in writing by the Companies to the Designated First-Priority Collateral Agent and each other Representative as the “Credit Agreement” for purposes of this Agreement.

“Discharge of First-Priority Obligations” shall mean, except to the extent otherwise provided in Section 5.7, payment in full in cash (except for contingent indemnities and cost and reimbursement obligations to the extent no claim has been made) of (a) all Obligations in respect of all outstanding First-Priority Obligations and, with respect to letters of credit or letter of credit guaranties outstanding thereunder, delivery of cash collateral or backstop letters of credit in respect thereof in compliance with the First-Priority Credit Documents, in each case after or concurrently with the termination of all commitments to extend credit thereunder and (b) any other First-Priority Obligations that are due and payable or otherwise accrued and owing at or prior to the time such principal and interest are paid.

“First-Priority Cash Management Obligations” means any Cash Management Obligations secured by any Common Collateral under the First-Priority Collateral Documents.

“First Lien/First Lien Intercreditor Agreement” means an agreement among each First-Priority Representative and each First-Priority Collateral Agent allocating rights among the various Series of First-Priority Obligations.

“First-Priority Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any First-Priority Obligation.

“First-Priority Collateral Agent” means (i) in the case of Credit Agreement Secured Obligations or the Credit Agreement Secured Parties, the Credit Agreement Collateral Agent and (ii) in the case of any Other First-Priority Obligations and the Other First-Priority Secured Parties in respect thereof, the Person serving as collateral agent (or the equivalent) for such Other First-Priority Secured Parties and that

4

is named as a First-Priority Collateral Agent in respect of such Other First-Priority Obligations in the applicable Joinder Agreement.

“First-Priority Collateral Documents” means (a) the Credit Agreement Collateral Documents and (b) any documents now existing or entered into after the date hereof that create or purport to create Liens on any assets or properties of any Grantor to secure any Other First-Priority Obligations or any other First-Priority Cash-Management Obligations or First-Priority Hedging Obligations.

“First-Priority Credit Documents” means (a) the Credit Agreement Documents, (b) any Other First-Priority Documents and (c) if then in effect, any intercreditor agreement among the First-Priority Secured Parties.

“First-Priority Documents” means (a) the Credit Agreement Documents, (b) the Other First-Priority Documents and (c) each agreement, document or instrument providing for or evidencing a First-Priority Hedging Obligation or First-Priority Cash Management Obligation.

“First-Priority Hedging Obligations” means any Hedging Obligations secured by any Common Collateral under the First-Priority Collateral Documents.

“First-Priority Obligations” means (a) the Credit Agreement Secured Obligations, (b) the Other First-Priority Obligations and (c) any other First-Priority Hedging Obligations and First-Priority Cash Management Obligations (which shall be deemed to be part of the Series of Other First-Priority Obligations to which they relate to the extent provided in the applicable Other First-Priority Document).

“First-Priority Representatives” shall mean (a) in the case of the Credit Agreement Secured Obligations, the Credit Agreement Agent and (b) in the case of any Series of Other First-Priority Obligations, the Other First-Priority Representative with respect thereto. The term “First-Priority Representatives” shall include the Designated First-Priority Collateral Agent as the context requires.

“First-Priority Secured Parties” shall mean (a) the Credit Agreement Secured Parties and (b) the Other First-Priority Secured Parties, including the First-Priority Representatives and other First-Priority Collateral Agents.

“Grantors” shall mean each of Holdings, Intermediate Holdings, the Companies and such of the Subsidiaries of Holdings that, in each case, has executed and delivered both a First-Priority Collateral Document and a Second-Priority Collateral Document.

“Hedging Obligations” means, with respect to any Person, the obligations of such Person under (a) currency exchange, interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements, and currency exchange, interest rate or commodity collar agreements and (b) other agreements or arrangements designed to protect such Person against fluctuations in currency exchange, interest rates

5

or commodity prices, including any obligations of the type referred to in the definition of “Hedging Agreement” in the Credit Agreement.

“Holdings” shall have the meaning set forth in the preamble.

“Initial Second-Priority Collateral Agent” shall mean [    ], in its capacity as [trustee/agent under the Initial Second-Priority Agreement and] collateral agent under the Initial Second-Priority Collateral Documents, and its permitted successors in such capacities.

“Initial Second-Priority Agreement” shall have the meaning set forth in the recitals.

“Initial Second-Priority Collateral” shall mean all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Initial Second-Priority Obligations.

“Initial Second-Priority Collateral Agreement” means the collateral agreement dated as of the date hereof, among Holdings, the Companies, certain other Subsidiaries of Holdings and the Initial Second-Priority Collateral Agent, as amended, supplemented or modified from time to time.

“Initial Second-Priority Collateral Documents” means the Initial Second-Priority Collateral Agreement and any documents now existing or entered into after the date hereof that create or purport to create Liens on any assets or properties of any Grantor to secure any Initial Second-Priority Obligations.

“Initial Second-Priority Documents” shall mean (a) the Initial Second-Priority Agreement and the Initial Second-Priority Collateral Documents and (b) any other related document or instrument executed and delivered pursuant to any Initial Second-Priority Document described in clause (a) above evidencing or governing any Obligations thereunder.

“Initial Second-Priority Obligations” means all “[Obligations]” (as such term is defined in the Initial Second-Priority Agreement) of the Companies and other obligors under the Initial Second-Priority Agreement or any of the other Initial Second-Priority Documents, and all other obligations to pay principal, premium, if any, and interest (including any interest accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding) when due and payable, and all other amounts due or to become due under or in connection with the Initial Second-Priority Documents and the performance of all other Obligations of the obligors thereunder to the Initial Second-Priority Secured Parties under the Initial Second-Priority Documents, according to the respective terms thereof.

“Initial Second-Priority Secured Parties” shall mean the holders of any Initial Second-Priority Obligations, including the Initial Second-Priority Collateral Agent.

6

“Insolvency or Liquidation Proceeding” shall mean (a) any voluntary or involuntary case or proceeding under any Bankruptcy Law with respect to any Grantor, (b) any other voluntary or involuntary insolvency, reorganization or bankruptcy case or proceeding, or any receivership, liquidation, reorganization or other similar case or proceeding with respect to any Grantor or with respect to any of its assets, (c) any liquidation, dissolution, reorganization or winding up of any Grantor whether voluntary or involuntary and whether or not involving insolvency or bankruptcy (except for any voluntary liquidation, dissolution or other winding up to the extent permitted by the applicable First-Priority Documents and Second-Priority Documents) or (d) any assignment for the benefit of creditors or any other marshalling of assets and liabilities of any Grantor.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest or similar monetary encumbrance in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset; provided that in no event shall an operating lease or an agreement to sell be deemed to constitute a Lien.

“Obligations” means any principal, interest (including any interest accruing after the commencement of any Insolvency or Liquidation Proceeding, regardless of whether allowed or allowable in such proceeding), penalties, fees indemnifications, reimbursements (including reimbursement obligations with respect to letters of credit and bankers’ acceptances), damages and other liabilities payable under the documentation governing any indebtedness[; provided that Obligations with respect to the Initial Second-Priority Obligations shall not include fees or indemnifications in favor of third parties other than the Initial Second-Priority Collateral Agent and the Initial Second-Priority Secured Parties]¹.

“Other First-Priority Collateral Agent” means, with respect to any Series of Other First-Priority Obligations, any Other First-Priority Representative that acts in the capacity of a collateral agent with respect thereto.

“Other First-Priority Documents” means each of the agreements, documents and instruments providing for, evidencing or securing any Other First-Priority Obligations and any other related document or instrument executed or delivered pursuant to any Other First-Priority Document at any time or otherwise evidencing or securing any indebtedness arising under any Other First-Priority Document.

“Other First-Priority Obligations” means any indebtedness or Obligations (other than Credit Agreement Secured Obligations) of the Grantors that are to be secured with a Lien on the Collateral senior to the Liens securing the Initial Second-Priority Obligations and are designated by the Companies as Other First-Priority Obligations

¹  Insert bracketed language only if applicable.

7

hereunder; provided, however, that the requirements set forth in Section 8.21 shall have been satisfied.

“Other First-Priority Representative” means, with respect to any Series of Other First-Priority Obligations or any separate facility within such Series, the Person elected, designated or appointed as the administrative agent, trustee or other representative of such Series or facility by or on behalf of the holders of such Series or facility, and its respective successors in substantially the same capacity as may from time to time be appointed.

“Other First-Priority Secured Parties” shall mean the Persons holding Other First-Priority Obligations, including the Other First-Priority Representatives.

“Other Second-Priority Collateral Agent” with respect to any Series of Other Second-Priority Obligations, any Other Second-Priority Representative that acts in the capacity of a collateral agent with respect thereto.

“Other Second-Priority Documents” means each of the agreements, documents and instruments providing for, evidencing or securing any Other Second-Priority Obligations and any other related document or instrument executed or delivered pursuant to any Other Second-Priority Document at any time or otherwise evidencing or securing any indebtedness arising under any Second-Priority Obligations.

“Other Second-Priority Obligations” means any indebtedness or Obligations (other than the Initial Second-Priority Obligations) of the Grantors that are to be equally and ratably secured with the Initial Second-Priority Obligations and are designated by the Companies as Other Second-Priority Obligations hereunder; provided, however, that the requirements set forth in Section 8.21 shall have been satisfied.

“Other Second-Priority Representative” means, with respect to any Series of Other Second-Priority Obligations or any separate facility within such Series, the Person elected, designated or appointed as the administrative agent, trustee or other representative of such Series or facility by or on behalf of the holders of such Series or facility, and its respective successors in substantially the same capacity as may from time to time be appointed.

“Other Second-Priority Secured Parties” shall mean the Persons holding Other Second-Priority Obligations, including the Other Second-Priority Representatives.

“Person” means any natural person, corporation, business trust, joint venture, association, company, partnership, limited partnership, limited liability company or government, individual or family trusts, or any agency or political subdivision thereof.

“Pledged Collateral” shall mean the Common Collateral in the possession of the Designated First-Priority Collateral Agent (or its agents or bailees), to the extent that possession thereof is necessary to perfect a Lien thereon under the Uniform Commercial Code.

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“Post-Petition Interest” means interest, fees, expenses and other charges that pursuant to the First-Priority Credit Documents or the Second-Priority Credit Documents, as applicable, continue to accrue after the commencement of any Insolvency or Liquidation Proceeding, whether or not such interest, fees, expenses and other charges are allowed or allowable under the Bankruptcy Law or in any such Insolvency or Liquidation Proceeding.

“Recovery” shall have the meaning set forth in Section 6.4.

“Required Lenders” shall mean, with respect to any First-Priority Credit Document, those First-Priority Secured Parties the approval of which is required to approve an amendment or modification of, termination or waiver of any provision of or consent to any departure from such First-Priority Credit Document (or would be required to effect such consent under this Agreement if such consent were treated as an amendment of such First-Priority Credit Document).

“Second Lien/Second Lien Intercreditor Agreement” means an agreement among each Second-Priority Representative and each Second-Priority Collateral Agent allocating rights among the various Series of Second-Priority Obligations.

“Second-Priority Collateral” shall mean the Initial Second-Priority Collateral and all of the assets of any Grantor, whether real, personal or mixed, with respect to which a Lien is granted as security for any Other Second-Priority Obligations.

“Second-Priority Collateral Agent” means (i) in the case of the Initial Second-Priority Obligations or the Initial Secon-Priority Secured Parties, the Initial Second-Priority Collateral Agent and (ii) in the case of any Other Second-Priority Obligations and the Other Second-Priority Secured Parties in respect thereof, the Person serving as collateral agent (or the equivalent) for such Other Second-Priority Secured Parties and that is named as a Second-Priority Collateral Agent in respect of such Other First-Priority Obligations in the applicable Joinder Agreement.

“Second-Priority Collateral Documents” shall mean the Initial Second-Priority Collateral Agreement and any documents now existing or entered into after the date hereof that create Liens on any assets or properties of any Grantor to secure any Other Second-Priority Obligations.

“Second-Priority Credit Documents” shall mean (a) the Initial Second-Priority Agreement and (b) any Other Second-Priority Documents.

“Second-Priority Documents” shall mean (a) the Initial Second-Priority Documents and (b) the Other Second-Priority Documents.

“Second-Priority Lien” shall mean any Lien on any assets of the Companies or any other Grantor securing any Second-Priority Obligations.

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“Second-Priority Obligations” means (a) the Initial Second-Priority Obligations and (b) the Other Second-Priority Obligations.

“Second-Priority Representatives” shall mean (a) in the case of the Initial Second-Priority Obligations, the Initial Second-Priority Collateral Agent and (b) in the case of any Series of Other Second-Priority Obligations, the Other Second-Priority Representative with respect thereto. The term “Second-Priority Representatives” shall include the Second-Priority Collateral Agent as the context requires.

“Second-Priority Secured Parties” shall mean (a) the Initial Second-Priority Secured Parties and (b) the Other Second-Priority Secured Parties, including the Second-Priority Representatives.

“Secured Parties” means the First-Priority Secured Parties and the Second-Priority Secured Parties.

“Securities Account” shall have the meaning set forth in the Uniform Commercial Code.

“Series” means (a) with respect to the Credit Agreement Secured Obligations and each series of Other First-Priority Obligations, each of which shall constitute a separate Series of First-Priority Obligations, except that to the extent that the Credit Agreement Secured Obligations and/or any one or more series of such Other First-Priority Obligations (i) are secured by identical collateral held by a common collateral agent and (ii) have their security interests documented by a single set of security documents, such Credit Agreement Secured Obligations and/or each such series of Other First-Priority Obligations shall collectively constitute a single Series and (b) the Initial Second-Priority Obligations and each series of Other Second-Priority Obligations, each of which shall constitute a separate Series Second-Priority Obligations, except that to the extent that the Initial Second-Priority Obligations and/or any one or more series of such Other Second-Priority Obligations (i) are secured by identical collateral held by a common collateral agent and (ii) have their security interests documented by a single set of security documents, such Initial Second-Priority Obligations and/or each such series of Other Second-Priority Obligations shall collectively constitute a single Series.

“Subsidiary” means, with respect to any person (herein referred to as the “parent”), any corporation, partnership, association or other business entity (a) of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or more than 50% of the general partnership interests are, at the time any determination is being made, directly or indirectly, owned, Controlled or held, or (b) that is, at the time any determination is made, otherwise Controlled, by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

“Uniform Commercial Code” or “UCC” shall mean the Uniform Commercial Code as from time to time in effect in the State of New York.

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1.2 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified in accordance with this Agreement, (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein,” “hereof and “hereunder,” and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references herein to Sections shall be construed to refer to Sections of this Agreement and (e) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.

Section 2. LIEN PRIORITIES.

2.1 Subordination of Liens. 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 the Second-Priority Secured Parties on the Common Collateral or of any Liens granted to the First-Priority Secured Parties on the Common Collateral and notwithstanding any provision of the UCC, or any applicable law or the Second-Priority Documents or the First-Priority Documents or any defects or deficiencies in any Liens granted to the First-Priority Secured Parties or any other circumstance whatsoever, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, hereby agrees that: (a) any Lien on the Common Collateral securing any First-Priority Obligations now or hereafter held by or on behalf of the any First-Priority Secured Parties or any 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 Common Collateral securing any Second-Priority Obligations, (b) any Lien on the Common Collateral securing any Second-Priority Obligations now or hereafter held by or on behalf of any Second-Priority Secured Parties or any 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 Common Collateral securing any First-Priority Obligations and (c) with respect to any Second-Priority Obligations (and as among the Second-Priority Secured Parties), the Liens on the Common Collateral securing any Second-Priority Obligations now or hereafter held by or on behalf of any Second-Priority Secured Party or any agent or trustee therefor regardless of how acquired, whether by grant, statute, operation of law, subrogation or otherwise, shall rank equally and ratably in all respects, subject to the terms of the Second-Priority Documents. All Liens on the Common Collateral securing any First-Priority Obligations shall be and remain senior in all respects and prior to all Liens on the Common Collateral securing any Second-Priority Obligations for all purposes, whether or not such Liens securing any

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First-Priority Obligations are subordinated to any Lien securing any other obligation of the Companies, any other Grantor or any other Person.

2.2 Prohibition on Contesting Liens. Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, and each First-Priority Representative, for itself and on behalf of each applicable First-Priority Secured Party, 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, perfection, priority, validity or enforceability of (a) a Lien securing any First-Priority Obligations held (or purported to be held) by or on behalf of any of the First-Priority Secured Parties or any agent or trustee therefor in any First-Priority Collateral or (b) a Lien securing any Second-Priority Obligations held (or purported to be held) by or on behalf of any Second-Priority Secured Party in the Common Collateral, as the case may be; provided, however, that nothing in this Agreement shall be construed to prevent or impair the rights of any First-Priority Secured Party or any agent or trustee therefor to enforce this Agreement (including the priority of the Liens securing the First-Priority Obligations as provided in Section 2.1) or any of the First-Priority Documents.

2.3 No New Liens. So long as the Discharge of First-Priority Obligations has not occurred, the parties hereto agree that, after the date hereof, if any Second-Priority Representative shall hold any Lien on any assets intended to be Common Collateral of the Companies or any other Grantor securing any Second-Priority Obligations that are not also subject to the first-priority Lien in respect of the First-Priority Obligations under the First-Priority Documents, such Second-Priority Representative shall notify the Designated First-Priority Collateral Agent promptly upon becoming aware thereof and, upon demand by the Designated First-Priority Collateral Agent or the Companies, will either (i) release such Lien or (ii) assign such Lien to the Designated First-Priority Collateral Agent (and/or its designee) as security for the applicable First-Priority Obligations (and, in the case of an assignment, each Second-Priority Representative may retain a junior lien on such assets subject to the terms hereof). Subject to Section [    ]² of the Initial Second-Priority Agreement and the corresponding provision of any Second-Priority Credit Document, each Second-Priority Representative agrees that, after the date hereof, if it shall hold any Lien on any assets of the Companies or any other Grantor securing any Second-Priority Obligations that are not also subject to the Lien in favor of each other Second-Priority Representative such Second-Priority Representative shall notify any other Second-Priority Representative promptly upon becoming aware thereof.

2.4 Perfection of Liens. None of the First-Priority Secured Parties shall be responsible for perfecting and maintaining the perfection of Liens with respect to the Common Collateral for the benefit of the Second-Priority Secured Parties. The provisions of this Intercreditor Agreement are intended solely to govern the respective Lien priorities as between the First-Priority Secured Parties and the Second-Priority

²  This section is intended to be the same as the prior reference.

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Secured Parties and shall not impose on the First-Priority Secured Parties or the Second-Priority Secured Parties or any agent or trustee therefor any obligations in respect of the disposition of proceeds of any Common 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 3. ENFORCEMENT.

3.1 Exercise of Remedies.

(a) So long as the Discharge of First-Priority Obligations has not occurred, whether or not any Insolvency or Liquidation Proceeding has been commenced by or against the Companies or any other Grantor, (i) no Second-Priority Representative or any Second-Priority Secured Party will (x) exercise or seek to exercise any rights or remedies (including setoff) with respect to any Common Collateral in respect of any applicable Second-Priority Obligations, 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 action brought with respect to the Common Collateral by any First-Priority Collateral Agent or any First-Priority Secured Party in respect of the First-Priority Obligations, the exercise of any right by any First-Priority Collateral Agent or any First-Priority Secured Party (or any agent or sub-agent on their behalf) in respect of the First-Priority Obligations under any lockbox agreement, control agreement, landlord waiver or bailee’s letter or similar agreement or arrangement to which any Second-Priority Representative or any Second-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 Common Collateral under the First-Priority Documents or otherwise in respect of First-Priority Obligations, or (z) object to the forbearance by the First-Priority Secured Parties from bringing or pursuing any foreclosure proceeding or action or any other exercise of any rights or remedies relating to the Common Collateral in respect of First-Priority Obligations and (ii) except as otherwise provided herein, the First-Priority Collateral Agents and the First-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 Common 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 the Companies or any other Grantor, each Second-Priority Representative may file a claim or statement of interest with respect to the applicable Second-Priority Obligations and (B) each Second-Priority Representative may take any action (not adverse to the prior Liens on the Common Collateral securing the First-Priority Obligations, or the rights of the First-Priority Collateral Agents or the First-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 Common Collateral. In exercising rights and remedies with respect to the First-Priority Collateral, the First-Priority Collateral Agents and the First-Priority Secured Parties may enforce the provisions of the First-Priority Documents and exercise remedies thereunder, all in such order and in such manner as they may determine in the exercise of

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their sole discretion. Such exercise and enforcement shall include the rights of an agent appointed by them to sell or otherwise dispose of Common 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 Bankruptcy Laws of any applicable jurisdiction.

(b) So long as the Discharge of First-Priority Obligations has not occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will not, in the context of its role as creditor, take or receive any Common Collateral or any proceeds of Common Collateral in connection with the exercise of any right or remedy (including setoff) with respect to any Common Collateral in respect of the applicable Second-Priority Obligations. Without limiting the generality of the foregoing, unless and until the Discharge of First-Priority Obligations has occurred, except as expressly provided in the proviso in clause (ii) of Section 3.1(a), the sole right of the Second-Priority Representatives and the Second-Priority Secured Parties with respect to the Common Collateral is to hold a Lien on the Common Collateral in respect of the applicable Second-Priority Obligations pursuant to the Second-Priority Documents, as applicable, for the period and to the extent granted therein and to receive a share of the proceeds thereof, if any, after the Discharge of First-Priority Obligations has occurred.

(c) Subject to the proviso in clause (ii) of Section 3.1(a), (i) each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, agrees that no Second-Priority Representative or Second-Priority Secured Party will take any action that would hinder any exercise of remedies undertaken by any First-Priority Collateral Agent or the First-Priority Secured Parties with respect to the Common Collateral under the First-Priority Documents, including any sale, lease, exchange, transfer or other disposition of the Common Collateral, whether by foreclosure or otherwise, and (ii) each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby waives any and all rights it or any Second-Priority Secured Party may have as a junior lien creditor or otherwise to object to the manner in which any Designated First-Priority Collateral Agent or the First-Priority Secured Parties seek to enforce or collect the First-Priority Obligations or the Liens granted in any of the First-Priority Collateral, regardless of whether any action or failure to act by or on behalf of any Designated First-Priority Collateral Agent or First-Priority Secured Parties 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 applicable Second-Priority Document shall be deemed to restrict in any way the rights and remedies of the First-Priority Collateral Agents or the First-Priority Secured Parties with respect to the First-Priority Collateral as set forth in this Agreement and the First-Priority Documents.

3.2 Cooperation. Subject to the proviso in clause (ii) of Section 3.1(a), each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that, unless and until the Discharge of First-Priority

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Obligations has occurred, it will not commence, or join with any Person (other than the First-Priority Secured Parties and the First-Priority Collateral Agents upon the request thereof) in commencing, any enforcement, collection, execution, levy or foreclosure action or proceeding with respect to any Lien held by it in the Common Collateral under any of the applicable Second-Priority Documents or otherwise in respect of the applicable Second-Priority Obligations.

3.3 Second-Priority Collateral Agent and Second-Priority Secured Parties Waiver. The Second-Priority Collateral Agent and the Second-Priority Secured Parties hereby waive any claim they may now or hereafter have against any First-Priority Collateral Agent or any First-Priority Secured Parties arising out of (i) any actions which any First-Priority Collateral Agent (or any of its representatives) takes or omits to take (including actions with respect to the creation, perfection or continuation of Liens on any Common Collateral, actions with respect to the foreclosure upon, disposition, release or depreciation of, or failure to realize upon, any of the Common Collateral and actions with respect to the collection of any claim for all or any part of the First-Priority Obligations from any account debtor, guarantor or any other party) in accordance with any relevant First-Priority Collateral Documents or any other agreement related thereto, or to the collection of the First-Priority Obligations or the valuation, use, protection or release of any security for the First-Priority Obligations, (ii) any election by the Designated First-Priority Collateral Agent (or any of their respective agents), in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code, or (iii) subject to Section 6, any borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code by, the Companies or any other Subsidiaries of Holdings, as debtor-in-possession.

Section 4. PAYMENTS.

4.1 Application of Proceeds. So long as the Discharge of First-Priority Obligations has not occurred, the Common Collateral or proceeds thereof received in connection with the sale or other disposition of, or collection on, such Common Collateral upon the exercise of remedies, shall be applied by the First-Priority Collateral Agents to the First-Priority Obligations in such order as specified in the relevant First-Priority Documents until the Discharge of First-Priority Obligations has occurred. Upon the Discharge of First-Priority Obligations, the First-Priority Collateral Agents shall deliver promptly to the Designated Second-Priority Collateral Agent any Common 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 Second-Priority Collateral Agents ratably to the Second-Priority Obligations and, with respect to each class of Second-Priority Obligations, in such order as specified in the relevant Second-Priority Documents.

4.2 Payments Over. Any Common 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 Common Collateral in contravention of this Agreement shall be segregated and held in trust for the benefit of and forthwith paid over to the Designated First-Priority Collateral

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Agent (and/or its designees) for the benefit of the applicable First-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 First-Priority Collateral Agent is hereby authorized to make any such endorsements as agent for any Second-Priority Representative or any such Second-Priority Secured Party. This authorization is coupled with an interest and is irrevocable.

Section 5. OTHER AGREEMENTS.

5.1 Releases.

(a) If, at any time any Grantor, any First-Priority Collateral Agent or the holder of any First-Priority Obligation delivers notice to each Second-Priority Representative that any specified Common Collateral (including all or substantially all of the equity interests of a Grantor or any of its Subsidiaries) is sold, transferred or otherwise disposed of (x) by the owner of such Common Collateral in a transaction not prohibited by any First-Priority Credit Document or any Second-Priority Credit Document or (y) during the existence of any Event of Default under (and as defined in) the Credit Agreement or any other First-Priority Credit Document to the extent such First-Priority Collateral Agent has consented to such sale, transfer or disposition:

then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of the Second-Priority Secured Parties upon such Common Collateral will automatically be released and discharged as and when, but only to the extent, such Liens on such Common Collateral securing First-Priority Obligations are released and discharged. Upon delivery to each Second-Priority Representative of a notice from the Designated First-Priority Collateral Agent or the Companies stating that any release of Liens securing or supporting the First-Priority Obligations has become effective (or shall become effective upon each First-Priority Representative’s release), whether in connection with a sale of such assets by the relevant owner pursuant to the preceding clauses or otherwise, each Second-Priority Representative will promptly execute and deliver such instruments, releases, termination statements or other documents confirming such release on customary terms. In the case of the sale of all or substantially all of the equity interests of a Grantor or any of its Subsidiaries, the guarantee in favor of the Second-Priority Secured Parties, if any, made by such Grantor or Subsidiary will automatically be released and discharged as and when, but only to the extent, the guarantee by such Grantor or Subsidiary of First-Priority Obligations is released and discharged.

(b) Each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby irrevocably constitutes and appoints the Designated First-Priority Collateral Agent and any officer or agent of the Designated First-Priority Collateral Agent, 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 each Second-Priority Representative or such holder or in the Designated First-Priority Collateral Agent’s own name, from time to time in the Designated First-Priority

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Collateral Agent’s discretion, for the purpose of carrying out the terms of this Section 5.1, 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 this Section 5.1, including any termination statements, endorsements or other instruments of transfer or release.

(c) Unless and until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, for itself and on behalf of each applicable Second-Priority Secured Party, hereby consents to the application, whether prior to or after a default, of Deposit Account Collateral or proceeds of Common Collateral to the repayment of First-Priority Obligations pursuant to the First-Priority Documents; provided that nothing in this Section 5.1(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.

5.2 Insurance. Unless and until the Discharge of First-Priority Obligations has occurred, the First-Priority Collateral Agents and the First-Priority Secured Parties shall have the sole and exclusive right, subject to the rights of the Grantors under the First-Priority Documents, to adjust settlement for any insurance policy covering the Common Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar proceeding affecting the Common Collateral. All proceeds of any such policy and any such award if in respect of the Common Collateral shall be paid, subject to the rights of the Grantors under the First-Priority Documents and the Second-Priority Documents, (a) first, prior to the occurrence of the Discharge of First-Priority Obligations, to the Designated First-Priority Collateral Agent for the benefit of First-Priority Secured Parties pursuant to the terms of the First-Priority Documents, (b) second, after the occurrence of the Discharge of First-Priority Obligations, to the Designated Second-Priority Collateral Agent for the benefit of the Second-Priority Secured Parties pursuant to the terms of the applicable Second-Priority Documents and (c) 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 First-Priority Collateral Agent in accordance with the terms of Section 4.2.

5.3 Amendments to Second-Priority Collateral Documents.

(a) Without the prior written consent of the First-Priority Collateral Agents and the Required Lenders, no Second-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 new Second-Priority Collateral Document, would be prohibited by or inconsistent with any of the terms of this Agreement. Unless otherwise agreed to by the First-Priority Collateral Agents, each Second-Priority Representative agrees that each applicable Second-Priority Collateral

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Document shall include language substantially the same as the following paragraph (or language to similar effect approved by the First-Priority Collateral Agents, such approval not to be unreasonably withheld):

Notwithstanding anything herein to the contrary, (i) the liens and security interests granted to the [insert the relevant Second-Priority Representative] for the benefit of the [Secured Parties] pursuant to this Agreement are expressly subject and subordinate to the liens and security interests granted to (a) Credit Suisse AG, Cayman Islands Branch as collateral agent (and its permitted successors) pursuant to the Collateral Agreement dated as of February 2, 2015 (as amended, restated, supplemented or otherwise modified from time to time), by and among Presidio, Inc., Presidio Networked Solutions, Inc., and Presidio Holdings Inc., certain of its subsidiaries and Credit Suisse AG, Cayman Islands Branch, as collateral agent or (b) any agent or trustee for any Other First-Priority Secured Parties (as defined in the First Lien/Second Lien Intercreditor Agreement referred to below) and (ii) the exercise of any right or remedy by the [insert the relevant Second-Priority Representative] hereunder or the application of proceeds (including insurance proceeds and condemnation proceeds) of any Common Collateral is subject to the limitations and provisions of the First Lien/Second Lien Intercreditor Agreement dated as of [    ] (as amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among Credit Suisse AG, Cayman Islands Branch, in its capacity as the Credit Agreement Agent, Credit Suisse AG, Cayman Islands Branch, in its capacity as the Credit Agreement Collateral Agent, [    ] in its capacity as the Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent, Presidio, Inc., Presidio Networked Solutions, Inc., and Presidio Holdings Inc., certain of its subsidiaries named therein. In the event of any conflict between the terms of the First Lien/Second Lien Intercreditor Agreement and the terms of this Agreement, the terms of the First Lien/Second Lien Intercreditor Agreement shall govern.

(b) In the event that the First-Priority Collateral Agents or the First-Priority Secured Parties enter into any amendment, waiver or consent in respect of or replace any of the First-Priority Collateral Documents for the purpose of adding to, or deleting from, or waiving or consenting to any departures from any provisions of, any First-Priority Collateral Document or changing in any manner the rights of the First-Priority Collateral Agents, the First-Priority Secured Parties, the Companies or any other Grantor thereunder (including the release of any Liens in First-Priority Collateral), then such amendment, waiver or consent shall apply automatically to any comparable

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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, Second-Priority Secured Party, the Companies or any other Grantor; provided, however, that (A) such amendment, waiver or consent does not materially adversely affect the rights of the Second-Priority Secured Parties or the interests of the Second-Priority Secured Parties in the Second-Priority Collateral and not the Designated First-Priority Collateral Agent or the First-Priority Secured Parties, as the case may be, that have a security interest in the affected collateral in a like or similar manner, and (B) written notice of such amendment, waiver or consent shall have been given to each Second-Priority Representative.

5.4 Rights As Unsecured Creditors. Except as otherwise expressly provided herein, the Second-Priority Representatives and the Second-Priority Secured Parties may exercise rights and remedies as an unsecured creditor against the Companies or any other Subsidiary of Holdings that has guaranteed the Second-Priority Obligations in accordance with the terms of the applicable Second-Priority Documents and applicable law. Nothing in this Agreement shall prohibit the receipt by any Second-Priority Representative or any Second-Priority Secured Party of the required payments of interest and principal in respect of the Second-Priority Obligations so long as such receipt is not the direct or indirect result of the exercise by any Second-Priority Representative or any Second-Priority Secured Party of rights or remedies as a secured creditor in respect of Common Collateral or enforcement in contravention of this Agreement of any Lien in respect of Second-Priority Obligations held by any of them. In the event any Second-Priority Representative or any Second-Priority Secured Party becomes a judgment lien creditor in respect of Common 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 First-Priority Obligations on the same basis as the other Liens securing the Second-Priority Obligations are so subordinated to such Liens securing First-Priority Obligations under this Agreement. Nothing in this Agreement impairs or otherwise adversely affects any rights or remedies the First-Priority Collateral Agents or the First-Priority Secured Parties may have with respect to the First-Priority Collateral.

5.5 Designated First-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection.

(a) Each First-Priority Collateral Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee for the benefit of each Second-Priority Representative and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the Second-Priority Collateral Documents, subject to the terms and conditions of this Section 5.5.

(b) Each First-Priority Collateral Agent agrees to hold the Deposit Account Collateral (if any) that is part of the Common Collateral and controlled by such First-Priority Collateral Agent as gratuitous bailee and/or gratuitous agent for the benefit of each Second-Priority Representative and any assignee solely for the purpose of

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perfecting the security interest granted in such Deposit Account Collateral pursuant to the Second-Priority Collateral Documents, subject to the terms and conditions of this Section 5.5.

(c) Except as otherwise specifically provided herein (including Sections 3.1 and 4.1), until the Discharge of First-Priority Obligations has occurred, each First-Priority Collateral Agent shall be entitled to deal with the Pledged Collateral and the other Common Collateral in accordance with the terms of the First-Priority 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 such Pledged Collateral and the other Common Collateral shall at all times be subject to the terms of this Agreement.

(d) No First-Priority Collateral Agent shall have any obligation whatsoever to any Second-Priority Representative or any Second-Priority Secured Party to assure that the Pledged 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 Common Collateral except as expressly set forth in this Section 5.5. The duties or responsibilities of the First-Priority Collateral Agents under this Section 5.5 shall be limited solely to holding the Pledged Collateral as gratuitous bailee and/or gratuitous agent for the benefit of each Second-Priority Representative for purposes of perfecting the Lien held by the Second-Priority Secured Parties.

(e) No First-Priority Collateral Agent shall 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 the Second-Priority Representatives and the Second-Priority Secured Parties hereby waive and release each First-Priority Collateral Agent from all claims and liabilities arising pursuant to each First-Priority Collateral Agent’s role under this Section 5.5, as gratuitous bailee and/or gratuitous agent with respect to the Common Collateral.

(f) Upon the Discharge of First-Priority Obligations, each First-Priority Collateral Agent shall deliver to the Designated Second-Priority Collateral Agent, to the extent that it is legally permitted to do so, the Pledged Collateral (if any) and the Deposit Account Collateral that is part of the Common Collateral together with any necessary endorsements (or otherwise allow the Designated Second-Priority Collateral Agent to obtain control of such Pledged Collateral and any Deposit Account Collateral) or as a court of competent jurisdiction may otherwise direct. The Companies shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify each First-Priority Collateral Agent for any loss or damage suffered by such First-Priority Collateral Agent as a result of such transfer except for any loss or damage suffered by any such First-Priority Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. No First-Priority Collateral Agent has any obligation to follow instructions from any Second-Priority Representative in contravention of this Agreement.

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(g) Neither the First-Priority Collateral Agents nor the First-Priority Secured Parties shall be required to marshal any present or future collateral security for the Companies’ obligations or the obligations of the other Subsidiaries of Holdings to the First-Priority Collateral Agents or the First-Priority Secured Parties under the First-Priority Credit Documents or the First-Priority Collateral 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.

(h) The agreement of the First-Priority Collateral Agents to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 5.5 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

5.6 Second-Priority Collateral Agent as Gratuitous Bailee/Agent for Perfection.

(a) Upon the Discharge of First-Priority Obligations, the Designated Second-Priority Collateral Agent agrees to hold the Pledged Collateral that is part of the Common Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and/or gratuitous agent for the benefit of the other Second-Priority Representatives and any assignee solely for the purpose of perfecting the security interest granted in such Pledged Collateral pursuant to the applicable Second-Priority Collateral Document, subject to the terms and conditions of this Section 5.6.

(b) Upon the Discharge of First-Priority Obligations, the Second-Priority Collateral Agent agrees to hold the Deposit Account Collateral (if any) that is part of the Common Collateral and controlled by the Designated Second-Priority Collateral Agent as gratuitous bailee and/or gratuitous agent for the benefit of other Second-Priority Representatives and any assignee solely for the purpose of perfecting the security interest granted in such Deposit Account Collateral pursuant to the applicable Second-Priority Collateral Document, subject to the terms and conditions of this Section 5.6.

(c) In the event that any Second-Priority Collateral Agent (or its agent or bailees) has Lien filings against Intellectual Property (as defined in the Initial Second-Priority Collateral Agreement) that is part of the Common Collateral that are necessary for the perfection of Liens in such Common Collateral, upon the Discharge of First-Priority Obligations, each Second-Priority Collateral Agent agrees to hold such Liens as gratuitous bailee and/or gratuitous agent for the benefit of other Second-Priority Representatives and any assignee solely for the purpose of perfecting the security interest granted in such Liens pursuant to the applicable Second-Priority Collateral Document, subject to the terms and conditions of this Section 5.6.

(d) The Designated Second-Priority Collateral Agent, in its capacity as gratuitous bailee and/or gratuitous agent, shall have no obligation whatsoever

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to the other Second-Priority Representatives to assure that the Pledged 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 Common Collateral except as expressly set forth in this Section 5.6. The duties or responsibilities of the Designated Second-Priority Collateral Agent under this Section 5.6 upon the Discharge of First-Priority Obligations shall be limited solely to holding the Pledged Collateral as gratuitous bailee and/or gratuitous agent for the benefit of other Second-Priority Representatives for purposes of perfecting the Lien held by the applicable Second-Priority Secured Parties.

(e) The Designated Second-Priority Collateral Agent shall not have by reason of the Second-Priority Collateral Documents or this Agreement or any other document a fiduciary relationship in respect of the other Second-Priority Representatives (or the Second-Priority Secured Parties for which such other Second-Priority Representatives are agent) and the other Second-Priority Representatives hereby waive and release the Designated Second-Priority Collateral Agent from all claims and liabilities arising pursuant to the Designated Second-Priority Collateral Agent’s role under this Section 5.6, as gratuitous bailee and/or gratuitous agent with respect to the Common Collateral.

(f) In the event that the Designated Second-Priority Collateral Agent shall cease to be so the Designated Second-Priority Collateral Agent pursuant to the definition of such term, the then Designated Second-Priority Collateral Agent shall deliver to the successor Designated Second-Priority Collateral Agent, to the extent that it is legally permitted to do so, the Pledged Collateral (if any) and the Deposit Account Collateral (if any) together with any necessary endorsements (or otherwise allow the successor Second-Priority Collateral Agent to obtain control of such Pledged Collateral and Deposit Account Collateral) or as a court of competent jurisdiction may otherwise direct, and such successor Designated Second-Priority Collateral Agent shall perform all duties of the Designated Second-Priority Collateral Agent as set forth herein. The Companies and the other Grantors shall take such further action as is required to effectuate the transfer contemplated hereby and shall indemnify the Designated Second-Priority Collateral Agent for any loss or damage suffered by the Designated Second-Priority Collateral Agent as a result of such transfer except for any loss or damage suffered by the Designated Second-Priority Collateral Agent as a result of its own willful misconduct, gross negligence or bad faith. The Designated Second-Priority Collateral Agent has no obligation to follow instructions from any other Second-Priority Collateral Agent in contravention of this Agreement.

(g) The agreement of the Desiganted Second-Priority Collateral Agent to act as gratuitous bailee and/or gratuitous agent pursuant to this Section 5.6 is intended, among other things, to satisfy the requirements of Sections 8-106(d)(3), 8-301(a)(2), 9-104(a)(2) and 9-313(c) of the UCC.

5.7 When Discharge of First-Priority Obligations Deemed to Not Have Occurred. If, at any time after the Discharge of First-Priority Obligations has occurred, the Companies incur and designate any Other First-Priority Obligations, then such Discharge of First-Priority Obligations shall automatically be deemed not to have

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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 First-Priority Obligations), and the applicable agreement governing such Other First-Priority Obligations shall automatically be treated as a First-Priority Credit Document (and, upon designation by the Companies thereof, the “Credit Agreement” hereunder) for all purposes of this Agreement, including for purposes of the Lien priorities and rights in respect of Common Collateral set forth herein and the granting by the First-Priority Collateral Agents of amendments, waivers and consents hereunder. Upon receipt of notice of such designation (including the identity of the new Designated First-Priority Collateral Agent), each Second-Priority Representative shall promptly (i) enter into such documents and agreements (at the expense of the Companies), including amendments or supplements to this Agreement, as the Companies or such new Designated First-Priority Collateral Agent shall reasonably request in writing in order to provide the new First-Priority Representative the rights of the Designated First-Priority Collateral Agent contemplated hereby and (ii) to the extent then held by any Second-Priority Representative, deliver to the Designated First-Priority Collateral Agent the Pledged Collateral that is Common Collateral together with any necessary endorsements (or otherwise allow such Designated First-Priority Collateral Agent to obtain possession or control of such Pledged Collateral).

5.8 No Release If Event of Default. Notwithstanding any other provisions contained in this Agreement, if an Event of Default (as defined in the Initial Second-Priority Agreement or any other Second-Priority Document, as applicable) exists on the date on which all First-Priority Obligations are repaid in full and terminated (including all commitments and letters of credit thereunder) resulting in a Discharge of First-Priority Obligations, the second-priority Liens on the Second-Priority Collateral securing the Second-Priority Obligations relating to such Event of Default will not be released, except to the extent, in whole or in part, such Second-Priority Collateral or any portion thereof was disposed of in order to repay the First-Priority Obligations secured by such Second-Priority Collateral, and thereafter the Designated Second-Priority Collateral Agent will have the right to foreclose upon such Second-Priority Collateral (but in any such event, the Liens on such Second-Priority Collateral securing the applicable Second-Priority Obligations will be released when such Event of Default and all other Events of Default under the Initial Second-Priority Agreement or any other Second-Priority Document, as applicable, cease to exist).

Section 6. INSOLVENCY OR LIQUIDATION PROCEEDINGS.

6.1 Financing Issues. If either of the Companies or any other Grantor shall be subject to any Insolvency or Liquidation Proceeding and each First-Priority Collateral Agent shall desire to permit the use of cash collateral or to permit the Companies or any other Grantor to obtain financing under Section 363 or Section 364 of Title 11 of the United States Code or any similar provision in any Bankruptcy Law (“DIP Financing”), then each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that it will raise no (a) objection to (and will not otherwise contest) such use of cash collateral or DIP Financing and will not request adequate protection or any other relief in connection therewith (except to the

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extent permitted by the proviso in clause (ii) of Section 3.1(a) and Section 6.3) and, to the extent the Liens securing the First-Priority Obligations under the First-Priority Documents are subordinated or pari passu with such DIP Financing, will subordinate its Liens in the Common Collateral to 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 Liens securing First-Priority Obligations under this Agreement, (b) 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 First-Priority Obligations made by the Designated First-Priority Collateral Agent or any holder of First-Priority Obligations, (c) objection to (and will not otherwise contest) any lawful exercise by any holder of First-Priority Obligations of the right to credit bid First-Priority Obligations at any sale in foreclosure of First-Priority Collateral, (d) objection to (and will not otherwise contest) any other request for judicial relief made in any court by any holder of First-Priority Obligations relating to the lawful enforcement of any Lien on First-Priority Collateral or (e) objection to (and will not otherwise contest) any order relating to a sale of assets of any Grantor for which the Designated First-Priority Collateral Agent has consented that provides, to the extent the sale is to be free and clear of Liens, that the Liens securing the First-Priority Obligations and the Second-Priority Obligations will attach to the proceeds of the sale on the same basis of priority as the Liens securing the First-Priority Collateral rank to the Liens securing the Second-Priority Collateral in accordance with this Agreement.

6.2 Relief from the Automatic Stay. Until the Discharge of First- Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall seek relief from the automatic stay or any other stay in any Insolvency or Liquidation Proceeding in respect of the Common Collateral, without the prior written consent of the First-Priority Collateral Agents and the Required Lenders.

6.3 Adequate Protection. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, agrees that none of them shall contest (or support any other Person contesting) (a) any request by any First-Priority Collateral Agent or the First-Priority Secured Parties for adequate protection or (b) any objection by any First-Priority Collateral Agent or the First-Priority Secured Parties to any motion, relief, action or proceeding based on any First-Priority Collateral Agent’s or the First-Priority Secured Parties’ claiming a lack of adequate protection. Notwithstanding the foregoing, in any Insolvency or Liquidation Proceeding, (i) if the First-Priority Secured Parties (or any subset thereof) are granted adequate protection in the form of additional collateral in connection with any DIP Financing or use of cash collateral under Section 363 or Section 364 of Title 11 of the United States Code or any similar Bankruptcy Law, then each Second-Priority Representative, on behalf of itself and any applicable Second-Priority Secured Party, may seek or request adequate protection in the form of a replacement Lien on such additional collateral, which Lien is subordinated to the Liens securing the First-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 First-Priority Obligations under this Agreement and (ii) in the event any Second-Priority

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Representative, on behalf of itself or any applicable Second-Priority Secured Party, seeks or requests adequate protection and such adequate protection is granted in the form of additional collateral, then such Second-Priority Representative, on behalf of itself or each such Second-Priority Secured Party, agrees that the First-Priority Representatives shall also be granted a senior Lien on such additional collateral as security for the applicable First-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 First-Priority Obligations and any such DIP Financing (and all Obligations relating thereto) and any other Liens granted to the First-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 First-Priority Obligations under this Agreement.

6.4 Preference Issues. If any First-Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to turn over or otherwise pay to the estate of the Companies 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 amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then the First-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 First-Priority Secured Parties shall remain entitled to a Discharge of First-Priority Obligations with respect to all such recovered amounts and shall have all rights hereunder until such time. 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.

6.5 Application. This Agreement shall be applicable prior to and after the commencement of any Insolvency or Liquidation Proceeding. All references herein to any Grantor shall apply to any trustee for such Person and such Person as debtor in possession. The relative rights as to the Common Collateral and proceeds thereof shall continue after the filing thereof on the same basis as prior to the date of the petition, subject to any court order approving the financing of, or use of cash collateral by, any Grantor.

6.6 506(c) Claims. Until the Discharge of First-Priority Obligations has occurred, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, will not assert or enforce any claim under Section 506(c) of the United States Bankruptcy Code senior to or on a parity with the Liens securing the First-Priority Obligations for costs or expenses of preserving or disposing of any Common Collateral.

6.7 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, arrangement, compromise or liquidation or similar dispositive restructuring plan, both on account of First-Priority Obligations and on account of Second-Priority Obligations, then,

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to the extent the debt obligations distributed on account of the First-Priority Obligations and on account of the Second-Priority Obligations are secured by Liens upon the same 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.

6.9 Post-Petition Interest.

(a) None of any Second-Priority Representative, any Second- Priority Collateral Agent or any other Second-Priority Secured Party shall oppose or seek to challenge any claim by any First-Priority Representative, any First-Priority Collateral Agent or any other First-Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of First-Priority Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the First-Priority Collateral Agents on behalf of the First-Priority Secured Parties on the Collateral or any other First-Priority Secured Party’s Lien on the Collateral, without regard to the existence of the Liens of the Second-Priority Collateral Agent or the other Second-Priority Secured Parties on the Collateral.

(b) None of any First-Priority Representative, First-Priority Collateral Agent or any other First-Priority Secured Party shall oppose or seek to challenge any claim by any Second-Priority Representative, any Second-Priority Collateral Agent or any other Second-Priority Secured Party for allowance in any Insolvency or Liquidation Proceeding of Second- Priority Obligations consisting of Post-Petition Interest to the extent of the value of the Lien of the Second-Priority Collateral Agents, on behalf of the Second-Priority Secured Parties, on the Collateral (after taking into account the amount of the First-Priority Obligations).Reliance; Waivers; etc.

6.10 Reliance. The consent by the First-Priority Secured Parties to the execution and delivery of the Second-Priority Documents to which the First-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 First-Priority Secured Parties to the Companies or any other Subsidiary of Holdings shall be deemed to have been given and made in reliance upon this Agreement. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, acknowledges that it and the applicable Second-Priority Secured Parties have, independently and without reliance on the First-Priority Collateral Agents or any First-Priority Secured Party, and based on documents and information deemed by them appropriate, made their own credit analysis and decision to enter into the applicable Second-Priority Documents, 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 applicable Second-Priority Documents or this Agreement.

6.11 No Warranties or Liability. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, acknowledges and agrees that neither any First-Priority Collateral Agent nor any First-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

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First-Priority Documents, the ownership of any Common Collateral or the perfection or priority of any Liens thereon. The First-Priority Secured Parties will be entitled to manage and supervise their respective loans and extensions of credit under the First-Priority Documents in accordance with law and as they may otherwise, in their sole discretion, deem appropriate, and the First-Priority Secured Parties may manage their loans and extensions of credit without regard to any rights or interests that any Second-Priority Representative or any of the Second-Priority Secured Parties have in the Common Collateral or otherwise, except as otherwise provided in this Agreement. Neither any First-Priority Collateral Agent nor any First-Priority Secured Party shall have any duty to any Second-Priority Representative or any 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 agreements with the Companies or any Subsidiary of Holdings (including the Second-Priority Documents), regardless of any knowledge thereof that they may have or be charged with. Except as expressly set forth in this Intercreditor Agreement, the First-Priority Collateral Agents, the First-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 Second-Priority Obligations, the First-Priority Obligations or any guarantee or security which may have been granted to any of them in connection therewith, (b) the Companies’ or any other Grantor’s title to or right to transfer any of the Common Collateral or (c) any other matter except as expressly set forth in this Agreement.

6.12 Obligations Unconditional. All rights, interests, agreements and obligations of each First-Priority Collateral Agent and the First-Priority Secured Parties, and the Second-Priority Representatives and the Second-Priority Secured Parties, respectively, hereunder shall remain in full force and effect irrespective of:

(a) any lack of validity or enforceability of any First-Priority Documents or any Second-Priority Documents;

(b) any change in the time, manner or place of payment of, or in any other terms of, all or any of the First-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 Credit Agreement or any other First-Priority Document or of the terms of the Initial Second-Priority Agreement or any other Second-Priority Document;

(c) any exchange of any security interest in any Common 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 First-Priority Obligations or Second-Priority Obligations or any guarantee thereof;

(d) the commencement of any Insolvency or Liquidation Proceeding in respect of the Companies or any other Grantor; or

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(e) any other circumstances that otherwise might constitute a defense available to, or a discharge of, the Companies or any other Grantor in respect of the First-Priority Obligations, or of any Second-Priority Representative or any Second-Priority Secured Party in respect of this Agreement.

Section 7. MISCELLANEOUS.

7.1 Conflicts. Subject to Section 8.19, in the event of any conflict between the terms of this Agreement and the terms of any First-Priority Document or any Second-Priority Document, the terms of this Agreement shall govern.

7.2 Continuing Nature of this Agreement; Severability. Subject to Section 5.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Priority Obligations shall have occurred or such later time as all the Obligations in respect of the Second-Priority Obligations shall have been paid in full. This is a continuing agreement of lien subordination and the First-Priority Secured Parties may continue, at any time and without notice to each Second-Priority Representative or any Second-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Companies or any other Grantor constituting First-Priority Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

7.3 Amendments; Waivers. No amendment, modification or waiver of any of the provisions of this Agreement shall be deemed to be made unless the same shall be in writing signed on behalf of each Second-Priority Representative (or its authorized agent), each First-Priority Representative (or its authorized agent), the Companies and each other Grantor party hereto, and each waiver, if any, shall be a waiver only with respect to the specific instance involved and shall in no way impair the rights of the parties making such waiver or the obligations of the other parties to such party in any other respect or at any other time. Notwithstanding anything in this Section 8.3 to the contrary, this Agreement may, in connection with the addition of new First-Priority Representative, new First-Priority Collateral Agent or Second-Priority Representative to this Agreement pursuant to Section 8.21, be amended from time to time at the reasonable request of the Company, at the Company’s expense, and without the consent of any First-Priority Representative, any Second-Priority Representative, any First-Priority Secured Party or any Second-Priority Secured Party, to make changes of a mechanical or technical nature to add such new First-Priority Representative, new First-Priority Collateral Agent or Second-Priority Representative hereunder and the related Other First-Priority Obligations and/or Other Second-Priority Obligations, in each case to the extent such Obligations are permitted to be incurred and secured on a pari passu basis with the First-Priority Obligations or Second-Priority Obligations, as applicable, by the First-Priority Credit Documents and Second-Priority Credit Documents. At the request (and sole expense) of the Company, without the consent of any First-Priority Secured Party or

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Second-Priority Secured Party, each of the First-Priority Collateral Agent, the Second-Priority Collateral Agent and each other First-Priority Representative and Second-Priority Representative shall execute and deliver an acknowledgment and confirmation of such permitted modifications and/or enter into an amendment, a restatement or a supplement of this Agreement to facilitate such permitted modifications.

7.4 Information Concerning Financial Condition of the Companies and the Subsidiaries. Each First-Priority Collateral Agent, the First-Priority Secured Parties, each Second-Priority Representative and the Second-Priority Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of the Companies and the Subsidiaries of Holdings and all endorsers and/or guarantors of the Second-Priority Obligations or the First-Priority Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the Second-Priority Obligations or the First-Priority Obligations. Each First-Priority Collateral Agent, the First-Priority Secured Parties, each Second-Priority Representative 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 First-Priority Collateral Agent, any First-Priority Secured Party, any Second-Priority Representative or any Second-Priority Secured Party, in its or their sole discretion, undertakes at any time or from time to time to provide any such information to any other party, it or they shall be under no obligation (w) to make, and the First-Priority Collateral Agents, the First-Priority Secured Parties, the Second-Priority Representatives and the Second-Priority Secured Parties shall not make, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such information so provided, (x) to provide any additional information or to provide any such information on any subsequent occasion, (y) to undertake any investigation or (z) to 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.

7.5 Subrogation. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, hereby waives any rights of subrogation it may acquire as a result of any payment hereunder until the Discharge of First-Priority Obligations has occurred.

7.6 Application of Payments. Except as otherwise provided herein, all payments received by the First-Priority Secured Parties may be applied, reversed and reapplied, in whole or in part, to such part of the First-Priority Obligations as the First-Priority Secured Parties, in their sole discretion, deem appropriate, consistent with the terms of the First-Priority Documents. Except as otherwise provided herein, each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, assents to any extension or postponement of the time of payment of the First-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 First-Priority Obligations and to the addition or release of any other Person primarily or secondarily liable therefor.

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7.7 Consent to Jurisdiction; Waivers. The parties hereto irrevocably and unconditionally agree that they will not commence any action, litigation or proceeding of any kind or description, whether in law or equity, whether in contract or in tort or otherwise, against the First-Priority Secured Parties or the Credit Agreement Agent, or any affiliate of the foregoing in any way relating to this Agreement or the transactions relating hereto, in any forum other than the courts of the State of New York sitting in New York County, and of the United States District Court of the Southern District of New York, and any appellate court from any thereof. The parties hereto consent to the exclusive jurisdiction of any state or federal court located in New York County, New York, and consent that all service of process may be made by registered mail directed to such party as provided in Section 8.8 for such party. Service so made shall be deemed to be completed three days after the same shall be posted as aforesaid. The parties hereto waive any objection to any action instituted hereunder in any such court based on forum non conveniens, and any objection to the venue of any action instituted hereunder in any such court. EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH THE SUBJECT MATTER HEREOF.

7.8 Notices. All notices to the First-Priority Secured Parties and the Second-Priority Secured Parties permitted or required under this Agreement may be sent to the Designated First-Priority Collateral Agent, the Designated Second-Priority Collateral Agent, or any other First-Priority Representative or Second-Priority Representative as provided in the Credit Agreement, the Initial Second-Priority Agreement, the relevant First-Priority Document or the relevant Second-Priority Document, as applicable. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and may be personally served, telecopied, electronically mailed or sent by courier service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth below each party’s name on the signature pages hereto, or, as to each party, at such other address as may be designated by such party in a written notice to all of the other parties. Each First-Priority Representative hereby agrees to promptly notify each Second-Priority Representative upon payment in full in cash of all indebtedness under the applicable First-Priority Documents (except for contingent indemnities and cost and reimbursement obligations to the extent no claim therefor has been made).

7.9 Further Assurances. Each of the Second-Priority Representatives, on behalf of itself and each applicable Second-Priority Secured Party, and each of the First-Priority Representatives, on behalf of itself and each applicable First-Priority Secured Party, agrees that each of them shall take such further action and shall execute and deliver to the Designated First-Priority Collateral Agent and the First-Priority Secured Parties such additional documents and instruments (in recordable form, if

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requested) as the Designated First-Priority Collateral Agent or the First-Priority Secured Parties may reasonably request to effectuate the terms of and the lien priorities contemplated by this Agreement.

7.10 Governing Law. THIS AGREEMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

7.11 Binding on Successors and Assigns. This Agreement shall be binding upon the First-Priority Collateral Agents, the other First-Priority Representatives, the First-Priority Secured Parties, the Second-Priority Collateral Agents, the Second-Priority Representatives, the Second-Priority Secured Parties, the Companies, the Subsidiaries of Holdings party hereto and their respective permitted successors and assigns.

7.12 Specific Performance. The First-Priority Collateral Agents may demand specific performance of this Agreement. Each Second-Priority Representative, on behalf of itself and each applicable Second-Priority Secured Party, hereby 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 each First-Priority Collateral Agent.

7.13 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.

7.14 Counterparts. This Agreement may be executed in one or more counterparts, including by means of facsimile or in portable document format (pdf), each of which shall be an original and all of which shall together constitute one and the same document.

7.15 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. Each First-Priority Representative represents and warrants that this Agreement is binding upon the applicable First-Priority Secured Parties for which such First-Priority Representative is acting. Each Second-Priority Representative represents and warrants that this Agreement is binding upon the applicable Second-Priority Secured Parties for which such Second-Priority Representative is acting.

7.16 No Third Party Beneficiaries; Successors and Assigns. This Agreement and the rights and benefits hereof shall inure to the benefit of, and be binding upon, each of the parties hereto and their respective successors and assigns and shall inure to the benefit of each of, and be binding upon, the holders of First-Priority Obligations

31

and Second-Priority Obligations. No other Person shall have or be entitled to assert rights or benefits hereunder.

7.17 Effectiveness. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be effective both before and after the commencement of any Insolvency or Liquidation Proceeding. All references to the Companies or any other Grantor shall include the Companies or any other Grantor as debtor and debtor-in-possession and any receiver or trustee for the Companies or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

7.18 First-Priority Representatives and Second-Priority Representatives. It is understood and agreed that (a) CS is entering into this Agreement in its capacity as collateral agent under the Credit Agreement and the provisions of Article VIII of the Credit Agreement applicable to CS as collateral agent thereunder shall also apply to CS as First-Priority Collateral Agent hereunder and (b) [    ] is entering into this Agreement in its capacity as Initial Second-Priority Collateral Agent under the Initial Second-Priority Agreement, and the provisions of [Article [    ]] of the Initial Second-Priority Agreement applicable to the Initial Second-Priority Collateral Agent thereunder shall also apply to it as Second-Priority Collateral Agent and Initial Second-Priority Collateral Agent hereunder.

7.19 Relative Rights. Notwithstanding anything in this Agreement to the contrary (except to the extent contemplated by Sections 5.1 and 5.3(b)), nothing in this Agreement is intended to or will (a) amend, waive or otherwise modify the provisions of the Credit Agreement, the Initial Second-Priority Agreement or any other First-Priority Document or Second-Priority Document entered into in connection with the Credit Agreement, the Initial Second-Priority Agreement or any other First-Priority Document or Second-Priority Document or permit Holdings, the Companies or any Subsidiary of Holdings 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 Credit Agreement, the Initial Second-Priority Agreement or any other First-Priority Document or Second-Priority Document entered into in connection with the Credit Agreement, the Initial Second-Priority Agreement or any other First-Priority Document or Second-Priority Credit Document, (b) change the relative priorities of the First-Priority Obligations or the Liens granted under the First-Priority Documents on the Common Collateral (or any other assets) as among the First-Priority Secured Parties or (c) otherwise change the relative rights of the First-Priority Secured Parties in respect of the Common Collateral as among such First-Priority Secured Parties or (d) obligate the Companies or any Subsidiary of the Holdings to take any action, or fail to take any action, that would otherwise constitute a breach of, or default under, the Credit Agreement, the Initial Second-Priority Agreement or any other First-Priority Document or Second-Priority Document entered into in connection with the Credit Agreement, the Initial Second-Priority Agreement or any other First-Priority Document or Second-Priority Document.

32

7.20 Second-Priority Collateral Agent. The Second-Priority Collateral Agent is executing and delivering this Agreement solely in its capacity as such and pursuant to directions set forth in the Initial Second-Priority Agreement; and in so doing, the Second-Priority Collateral Agent shall not be responsible for the terms or sufficiency of this Agreement for any purpose. The Second-Priority Collateral Agent shall not have duties or obligations under or pursuant to this Agreement other than such duties expressly set forth in this Agreement as duties on its part to be performed or observed. In entering into this Agreement, or in taking (or forbearing from ) any action under or pursuant to this Agreement, the Second-Priority Collateral Agent shall have and be protected by all of the rights, immunities, indemnities and other protections granted to it under the Initial Second-Priority Agreement and the Initial Second-Priority Collateral Agreement.

7.21 Joinder Requirements. The Companies may designate additional obligations as Other First-Priority Obligations or Other Second-Priority Obligations pursuant to this Section 8.21 if (x) the incurrence of such obligations is not prohibited by any First-Priority Document or Second-Priority Document then in effect and (y) the Companies shall have delivered an officer’s certificate to each Representative certifying the same. If not so prohibited, the Companies shall (i) notify each Representative in writing of such designation and (ii) cause the applicable new First-Priority Representative, new First-Priority Collateral Agent or Second-Priority Representative to execute and deliver to each other First-Priority Representative and Second-Priority Representative, a Joinder Agreement substantially in the form of Exhibit A or Exhibit B, as applicable, hereto.

7.22 Intercreditor Agreements.

(a) Each party hereto agrees that the First-Priority Secured Parties (as among themselves) and the Second-Priority Secured Parties (as among themselves) may each enter into intercreditor agreements (or similar arrangements) with the applicable First-Priority Representatives or Second-Priority Representatives, as the case may be, governing the rights, benefits and privileges as among the First-Priority Secured Parties or as among the Second-Priority Secured Parties, as the case may be, in respect of any or all of the Common Collateral, this Agreement and the other First-Priority Collateral Documents or the other Second-Priority Collateral Documents, as the case may be, including as to application of proceeds of any Common Collateral, voting rights, control of any Common Collateral and waivers with respect to any Common Collateral, in each case so long as the terms thereof do not violate or conflict with the provisions of this Agreement or the other First-Priority Collateral Documents or Second-Priority Collateral Documents, as the case may be. In any event, if a respective intercreditor agreement (or similar arrangement) exists, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any other First-Priority Collateral Document or Second-Priority Collateral Document, and the provisions of this Agreement and the other First-Priority Collateral Documents and Second-Priority Collateral Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

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(b) In addition, in the event that the Companies or any Subsidiary of Holdings thereof incurs any Obligations secured by a Lien on any Common Collateral that is junior to Liens thereon securing any First-Priority Obligations or Second-Priority Obligations, as the case may be, and such Obligations are not designated by the Companies as Second-Priority Obligations, then the First-Priority Collateral Agents and/or Second-Priority Collateral Agents shall upon the request of the Companies enter into an intercreditor agreement reasonably satisfactory to the First-Priority Collateral Agents and/or Second-Priority Collateral Agents, as applicable, with the agent or trustee for the creditors with respect to such secured Obligations to reflect the relative Lien priorities of such parties with respect to the relevant portion of the Common Collateral and governing the relative rights, benefits and privileges as among such parties in respect of such Common Collateral, including as to application of the proceeds of such Common Collateral, voting rights, control of such Common Collateral and waivers with respect to such Common Collateral, in each case, so long as such secured Obligations are not prohibited by, and the terms of such intercreditor agreement do not violate or conflict with, the provisions of this Agreement or any of the First-Priority Documents or Second-Priority Documents, as the case may be. If any such intercreditor agreement (or similar arrangement) is entered into, the provisions thereof shall not be (or be construed to be) an amendment, modification or other change to this Agreement or any First-Priority Documents, and the provisions of this Agreement, the First-Priority Documents and the Second-Priority Documents shall remain in full force and effect in accordance with the terms hereof and thereof (as such provisions may be amended, modified or otherwise supplemented from time to time in accordance with the respective terms thereof, including to give effect to any intercreditor agreement (or similar arrangement)).

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CREDIT SUISSE AG, NEW YORK
BRANCH, as Credit Agreement Agent and Credit
Agreement Collateral Agent
By:
	Name:
	Title:
[    ], as Initial Second-Priority Collateral Agent and
Second-Priority Collateral Agent
By:
	Name:
	Title:
[NAMES OF GRANTORS]
By:
	Name:
	Title:

[Signature Page to First Lien/Second Lien Intercreditor Agreement]

EXHIBIT A

Joinder Agreement

JOINDER AGREEMENT

(Other First-Priority Obligations)

JOINDER AGREEMENT (this “Agreement”) dated as of [    ], [    ], among [    ] (the “New Representative”), as an Other First-Priority Representative, [[    ] (the “New Collateral Agent”)]³, as an Other First-Priority Collateral Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as collateral agent for the Credit Agreement Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time be appointed) and as First-Priority Collateral Agent, CREDIT SUISSE AG, NEW YORK BRANCH, as Credit Agreement Agent, [    ], as collateral agent for the Initial Second-Priority Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time be appointed) and as Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent and Presidio, Inc., a Georgia corporation (“Presidio, Inc.”), Presidio Networked Solutions, Inc., a Florida corporation (a “Presidio Networked” and together with Presidio, Inc., the “Companies”) and each Subsidiary of Holdings.

This Agreement is supplemental to that certain First Lien/Second Lien Intercreditor Agreement, dated as of [     ], 20[    ] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among the parties (other than the New Representative and the New Collateral Agent) referred to above. This Agreement has been entered into to record the accession of the New Representative[s] as Other First-Priority Representative[s] under the First Lien/Second Lien Intercreditor Agreement [and to record the accession of the New Collateral Agent as an Other First-Priority Collateral Agent under the First Lien/Second Lien Intercreditor Agreement].

ARTICLE I

Definitions

SECTION 1.01 Capitalized terms used but not defined herein shall have the meanings assigned thereto in the First Lien/Second Lien Intercreditor Agreement.

ARTICLE II

Accession

SECTION 2.01 [The][/Each] New Representative agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the First Lien/Second Lien Intercreditor Agreement as an Other First-Priority Representative as if it had

³  To be included if applicable.

originally been party to the First Lien/Second Lien Intercreditor Agreement as an Other First-Priority Representative.

SECTION 2.02 [The New Collateral Agent agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the First Lien/Second Lien Intercreditor Agreement as an Other First-Priority Collateral Agent as if it had originally been party to the First Lien/Second Lien Intercreditor Agreement as an Other First-Priority Collateral Agent.]

SECTION 2.03 The New Representative[s] and the New Collateral Agent confirm[s] that their address details for notices pursuant to the First Lien/Second Lien Intercreditor Agreement [is][/are] as follows: [                    ].

SECTION 2.04 Each party to this Agreement (other than the New Representative[s] and the New Collateral Agent) confirms the acceptance of the New Representative[s] and New Collateral Agent as an Other First-Priority Representative and Other First-Priority Collateral Agent, respectively, for purposes of the First Lien/Second Lien Intercreditor Agreement.

SECTION 2.05 [                    ] [is][/are] acting in the capacities of Other First-Priority Representative[s] and [                    ] is acting in its capacity as Other First-Priority Collateral Agent solely for the Secured Parties under [                    ].

ARTICLE III

Miscellaneous

SECTION 3.01 This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

SECTION 3.02 This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart 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.

[INSERT SIGNATURE BLOCKS]

2

EXHIBIT B

Joinder Agreement

JOINDER AGREEMENT

(Other Second-Priority Obligations)

JOINDER AGREEMENT (this “Agreement”) dated as of [    ], [     ], among [    ] (the “New Representative”), as an Other Second-Priority Representative, [[    ] (the “New Collateral Agent”)]⁴, as an Other Second-Priority Collateral Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as collateral agent for the Credit Agreement Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time be appointed) and as First-Priority Collateral Agent, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as Credit Agreement Agent, [    ], as collateral agent for the Initial Second-Priority Secured Parties (together with its successors and co-agents in substantially the same capacity as may from time to time be appointed) and as Initial Second-Priority Collateral Agent and Second-Priority Collateral Agent and Presidio, Inc., a Georgia corporation (“Presidio, Inc.”), Presidio Networked Solutions, Inc., a Florida corporation (a “Presidio Networked” and together with Presidio, Inc., the “Companies”) and each Subsidiary of Holdings.

This Agreement is supplemental to that certain First Lien/Second Lien Intercreditor Agreement, dated as of [     ], 20[    ] (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “First Lien/Second Lien Intercreditor Agreement”), by and among the parties (other than the New Representative and the New Collateral Agent) referred to above. This Agreement has been entered into to record the accession of the New Representative[s] as Other Second-Priority Representative[s] under the First Lien/Second Lien Intercreditor Agreement [and to record the accession of the New Collateral Agent as an Other Second-Priority Collateral Agent under the First Lien/Second Lien Intercreditor Agreement].

ARTICLE I

Definitions

SECTION 1.01 Capitalized terms used but not defined herein shall have the meanings assigned thereto in the First Lien/Second Lien Intercreditor Agreement.

ARTICLE II

Accession

SECTION 2.01 [The][/Each] New Representative agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the First Lien/Second Lien Intercreditor Agreement as an Other Second-Priority Representative as if it had

⁴  To be included if applicable.

originally been party to the First Lien/Second Lien Intercreditor Agreement as an Other Second-Priority Representative.

SECTION 2.02 [The New Collateral Agent agrees to become, with immediate effect, a party to and agrees to be bound by the terms of, the First Lien/Second Lien Intercreditor Agreement as an Other Second-Priority Collateral Agent as if it had originally been party to the First Lien/Second Lien Intercreditor Agreement as an Other Second-Priority Collateral Agent.]

SECTION 2.03 The New Representative[s] and the New Collateral Agent confirm[s] that their address details for notices pursuant to the First Lien/Second Lien Intercreditor Agreement [is][/are] as follows: [                    ].

SECTION 2.04 Each party to this Agreement (other than the New Representative[s] and the New Collateral Agent) confirms the acceptance of the New Representative[s] and the New Collateral Agent as an Other Second-Priority Representative and an Other Second-Priority Collateral Agent, respectively, for purposes of the First Lien/Second Lien Intercreditor Agreement.

SECTION 2.05 [                    ] [is][/are] acting in the capacities of Other Second-Priority Representative[s] and [                    ] is acting in its capacity as Other Second-Priority Collateral Agent solely for the Secured Parties under [                    ].

ARTICLE III

Miscellaneous

SECTION 3.01 This Agreement shall be governed by, and construed in accordance with, the law of the State of New York.

SECTION 3.02 This Agreement may be executed in counterparts, each of which shall constitute an original but all of which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile transmission shall be as effective as delivery of a manually signed counterpart 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.

[INSERT SIGNATURE BLOCKS]

2

SCHEDULE I

Subsidiary Parties

[To list names of Grantors that are Subsidiaries of Holdings.]

EXHIBIT J-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 the Credit Agreement, dated as of February 2, 2015 (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation (“Holdings”), Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the lenders from time to time party thereto (“Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) 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, (ii) it is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent with a certificate of its non-U.S. person status on IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable. 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 Representative and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower Representative and the Administrative Agent with a properly completed and currently effective certificate in either the calendar year in which payment is to be made by the Borrowers or the Administrative Agent to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

[Foreign Lender]
By:
	Name:
	Title:
[Address]

Dated:                     , 20[    ]

2

EXHIBIT J-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 the Credit Agreement, dated as of February 2, 2015 (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation (“Holdings”), Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the lenders from time to time party thereto (“Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) 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, (ii) 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)), (iii) neither the undersigned nor any of its direct or indirect partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to any of the Borrowers as described in Section 881(c)(3)(C) of the Code.

The undersigned has furnished the Administrative Agent and the Borrower Representative 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 IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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 Representative and the Administrative Agent in writing and (2) the undersigned shall have at all times furnished the Borrower Representative 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 to the undersigned, or in either of the two calendar years preceding each such payment.

[Signature Page Follows]

[Foreign Lender]
By:
	Name:
	Title:
[Address]

Dated:                    , 20[    ]

2

EXHIBIT J-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 the Credit Agreement, dated as of February 2, 2015 (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation (“Holdings”), Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “ Borrowers”), the lenders from time to time party thereto (“Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of any of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, and (iv) it is not a “controlled foreign corporation” related to any of the Borrowers as described in Section 881(c)(3)(C) 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 or IRS Form W-8BEN-E, as applicable. 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 each such payment.

[Signature Page Follows]

[Foreign Participant]
By:
	Name:
	Title:
[Address]

Dated:                    , 20[    ]

2

EXHIBIT J-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 the Credit Agreement, dated as of February 2, 2015 (as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation (“Holdings”), Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “ Borrowers”), the lenders from time to time party thereto (“Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

Pursuant to the provisions of Section 2.17(e) of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the sole beneficial owners of such participation, (iii) neither the undersigned nor any of its direct or indirect partners/members is a bank within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members is a ten percent shareholder of any of the Borrowers within the meaning of Section 871(h)(3)(B) of the Code, and (v) none of its direct or indirect partners/members is a “controlled foreign corporation” related to any of the Borrowers as described in Section 881(c)(3)(C) 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 IRS Form W-8BEN-E, as applicable, or (ii) an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable, 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 each such payment.

[Signature Page Follows]

[Foreign Participant]
By:
	Name:
	Title:
[Address]

Dated:                    , 20[    ]

2

EXHIBIT K

FORM OF INTERCOMPANY SUBORDINATION TERMS

SUBORDINATED INTERCOMPANY NOTE

[    ], 20[    ]

FOR VALUE RECEIVED, each of the undersigned listed on the signature page hereto that is a Loan Party (each, in such capacity, a “Payor”), to the extent a borrower from time to time from any other person listed on the signature page hereto that is a Subsidiary that is not a Loan Party (each, in such capacity, a “Payee”), hereby promises to pay to such Payee, in lawful money of the United States of America, or in such other currency as agreed to by such Payor and such Payee, in immediately available funds, at such location as such Payee shall from time to time designate, the unpaid principal amount of all Indebtedness of such Payor to such Payee on such date or dates as shall be agreed upon from time to time by such Payor and such Payee (or, if no such dates are specified, on demand). Each Payor promises also to pay interest on the unpaid principal amount of all such loans and advances in like money at said location from the date of such loans and advances until paid at such rate per annum as shall be agreed upon from time to time by such Payor and such Payee.

Capitalized terms used in this intercompany promissory note (this “Note”) but not otherwise defined herein shall have the meanings given to them, as the context may require, in that certain Credit Agreement dated as of February 2, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation, Presidio IS Corp., a Delaware corporation, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”), Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower” and together with the Company, the “Borrowers”), the lenders from time to time party thereto (“Lenders”), and Credit Suisse AG, Cayman Islands Branch, as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders. For all purposes herein, the term “Applicable Administrative Agent” shall mean the Administrative Agent for the benefit of the holders of Senior Indebtedness (as defined below), subject to any applicable intercreditor agreement, until and unless another applicable agent is appointed pursuant to such intercreditor agreement.

The Indebtedness evidenced by this Note owed by any Payor to any Payee shall be subordinate and junior in right of payment, to the extent and in the manner hereinafter set forth, to (a) all Obligations (under and as defined in the Credit Agreement) of such Payor, (b) any senior Indebtedness that renews, refunds, restructures or refinances any of the Indebtedness specified in clause (a), to the extent by its terms expressly requiring the subordination thereto of the Indebtedness evidenced by this Note, (c) any other senior Indebtedness of such Payor that by its terms expressly requires the subordination thereto of the Indebtedness evidenced by this Note and (d) interest on any of the foregoing, accruing after the commencement of any proceedings referred to in clause (i)

below, whether or not such interest is an allowed claim in such proceeding (the Indebtedness specified in clauses (a) through (d) being hereinafter collectively referred to as “Senior Indebtedness”), until the latest to occur of (x) the Termination Date under the Credit Agreement and (y) the date of payment in full in cash of any other Senior Indebtedness (other than contingent obligations as to which no claim has been made) (such latest date to occur, the “Payoff Date”); provided that each such Payor may make payments to the applicable Payee unless an Event of Default shall have occurred and be continuing and such Payor shall have received notice from the Applicable Administrative Agent (provided that no such notice shall be required to be given in the case of any Event of Default arising under Section 7.01(h) or 7.01(i) of the Credit Agreement).

(i)    In the event of any insolvency or bankruptcy proceedings, and any receivership, liquidation, reorganization or other similar proceedings in connection therewith, relating to any Payor or to its property, and in the event of any proceedings for involuntary liquidation, dissolution or other winding up of any Payor, or any voluntary liquidation, dissolution or other winding up of any Payor that violates the terms of the Credit Agreement, whether or not involving insolvency or bankruptcy, then, if an Event of Default has occurred and is continuing, (x) the Payoff Date shall have occurred before any Payee shall be entitled to receive (whether directly or indirectly), or make any demand for, any payment from such Payor on account of any Indebtedness evidenced by this Note owed by such Payor to such Payee and (y) until the Payoff Date shall have occurred, any such payment or distribution to which such Payee would otherwise be entitled, whether in cash, property or securities (other than a payment of debt securities of such Payor that are subordinated and junior in right of payment to the Senior Indebtedness to at least the same extent as the Indebtedness evidenced by this Note is subordinated and junior in right of payment to the Senior Indebtedness then outstanding (such securities being hereinafter referred to as “Restructured Debt Securities”)) shall instead be made to the Applicable Administrative Agent, subject to any applicable intercreditor agreement.

(ii)    If any Event of Default has occurred and is continuing and after notice from the Applicable Administrative Agent (provided that no such notice shall be required to be given in the case of any Event of Default arising under Section 7.01(h) or 7.01(i) of the Credit Agreement), then until the earliest to occur of (x) the Payoff Date, (y) the date on which such Event of Default shall have been cured or waived and (z) the date on which the Applicable Administrative Agent shall have rescinded such notice, no payment or distribution of any kind or character shall be made by

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or on behalf of any Payor, or any other person on its behalf, with respect to any amounts evidenced by this Note.

(iii)    If any payment or distribution of any character, whether in cash, securities or other property (other than Restructured Debt Securities), and whether directly, by purchase, redemption, exercise of any right of setoff or otherwise, with respect to any amounts evidenced by this Note shall (despite these subordination provisions) be received by any Payee in violation of clause (i) or (ii)above prior to the occurrence of the Payoff Date, such payment or distribution shall be held by such Payee in trust (segregated from other property of such Payee) for the benefit of the Applicable Administrative Agent, and shall be paid over or delivered to the Applicable Administrative Agent promptly upon receipt, subject to any applicable intercreditor agreement.

(iv)    Each Payee agrees to file all claims against each relevant Payor in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any Senior Indebtedness, and the Applicable Administrative Agent shall be entitled to all of such Payee’s rights thereunder. If for any reason a Payee fails to file such claim at least ten Business Days prior to the last date on which such claim should be filed, such Payee hereby irrevocably appoints the Applicable Administrative Agent as its true and lawful attorney-in-fact and the Applicable Administrative Agent is hereby authorized to act as attorney-in-fact in such Payee’s name to file such claim or, in the Applicable Administrative Agent’s discretion, to assign such claim to and cause proof of claim to be filed in the name of the Applicable Administrative Agent or its nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Applicable Administrative Agent the full amount payable on the claim in the proceeding, and, to the full extent necessary for that purpose, each Payee hereby assigns to the Applicable Administrative Agent all of such Payee’s rights to any payments or distributions to which such Payee otherwise would be entitled. If the amount so paid is greater than such Payee’s liability hereunder, the Applicable Administrative Agent shall pay the excess amount to the party entitled thereto.

(v)    Each Payee waives the right to compel that any property of any Payor or any property of any guarantor of any Senior Indebtedness or any other person be applied in any particular order to discharge such Senior Indebtedness. Each Payee expressly waives the right to require the Applicable Administrative Agent or any other holder of Senior Indebtedness to proceed against any

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Payor, any guarantor of any Senior Indebtedness or any other person, or to pursue any other remedy in its or their power that such Payee cannot pursue and that would lighten such Payee’s burden, notwithstanding that the failure of the Applicable Administrative Agent or any such other holder to do so may thereby prejudice such Payee. Each Payee agrees that it shall not be discharged, exonerated or have its obligations hereunder reduced by the delay of the Applicable Administrative Agent or any other holder of Senior Indebtedness in proceeding against or enforcing any remedy against any Payor, any guarantor of any Senior Indebtedness or any other person; by the Applicable Administrative Agent or any holder of Senior Indebtedness releasing any Payor, any guarantor of any Senior Indebtedness or any other person from all or any part of the Senior Indebtedness; or by the discharge of any Payor, any guarantor of any Senior Indebtedness or any other person by an operation of law or otherwise, with or without the intervention or omission of the Applicable Administrative Agent or any such holder.

(vi)    Each Payee waives all rights and defenses arising out of an election of remedies by the Applicable Administrative Agent or any other holder of Senior Indebtedness, even though that election of remedies, including any nonjudicial foreclosure with respect to any property securing any Senior Indebtedness, has impaired the value of such Payee’s rights of subrogation, reimbursement, or contribution against any Payor, any guarantor of any Senior Indebtedness or any other person. Each Payee expressly waives any rights or defenses it may have by reason of protection afforded to any Payor, any guarantor of any Senior Indebtedness or any other person with respect to the Senior Indebtedness pursuant to any anti-deficiency laws or other laws of similar import that limit or discharge the principal debtor’s indebtedness upon judicial or nonjudicial foreclosure of property or assets securing any Senior Indebtedness.

(vii)    Each Payee agrees that, without the necessity of any reservation of rights against it, and without notice to or further assent by it, any demand for payment of any Senior Indebtedness made by the Applicable Administrative Agent or any other holder of Senior Indebtedness may be rescinded in whole or in part by the Applicable Administrative Agent or such holder, and any Senior Indebtedness may be continued, and the Senior Indebtedness or the liability of any Payee, any guarantor thereof or any other person obligated thereunder, or any right of offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, modified, accelerated, compromised, waived, surrendered or

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released by the Applicable Administrative Agent or any other holder of Senior Indebtedness, in each case without notice to or further assent by such Payee, which will remain bound hereunder, and without impairing, abridging, releasing or affecting the subordination provided for herein.

(viii)    Each Payee waives any and all notice of the creation, renewal, increase, extension or accrual of any Senior Indebtedness, and any and all notice of or proof of reliance by holders of Senior Indebtedness upon the subordination provisions set forth herein. The Senior Indebtedness shall be deemed conclusively to have been created, contracted or incurred, and the consent to create the obligations of any Payee evidenced by this Note shall be deemed conclusively to have been given, in reliance upon the subordination provisions set forth herein.

(ix)    To the maximum extent permitted by law, each Payee waives any claim it might have against the Applicable Administrative Agent or any other holder of Senior Indebtedness with respect to, or arising out of, any action or failure to act or any error of judgment, negligence, or mistake or oversight whatsoever on the part of the Applicable Administrative Agent or any such holder, or any of their Related Parties, with respect to any exercise of rights or remedies under the Loan Documents, except to the extent due to the gross negligence or willful misconduct of the Applicable Administrative Agent or any such holder, as the case may be, or any of its Related Parties, as determined by a court of competent jurisdiction in a final and nonappealable judgment. None of the Applicable Administrative Agent, any other holder of Senior Indebtedness or any of their Related Parties shall be liable for failure to demand, collect or realize upon any guarantee of any Senior Indebtedness, or for any delay in doing so, or shall be under any obligation to sell or otherwise dispose of any property upon the request of any Payor, any Payee or any other person or to take any other action whatsoever with regard to any such guarantee or any other property.

Each Payee and each Payor hereby agree that the subordination provisions set forth in this Note are for the benefit of the Applicable Administrative Agent and the other holders of Senior Indebtedness. The Applicable Administrative Agent and the other holders of Senior Indebtedness are obligees under this Note to the same extent as if their names were written herein as such and the Applicable Administrative Agent may, on behalf of itself and such other holders, proceed to enforce the subordination provisions set forth herein.

All rights and interests of the Applicable Administrative Agent and the other holders of Senior Indebtedness hereunder, and the subordination

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provisions and the related agreements of the Payors and Payees set forth herein, shall remain in full force and effect irrespective of:

(i)    any lack of validity or enforceability of the Credit Agreement or any other Loan Document;

(ii)    any change in the time, manner or place of payment of, or in any other term of, all or any of the Senior Indebtedness or any amendment or waiver or other modification, whether by course of conduct or otherwise, of, or consent to departure from, the Credit Agreement or any other Loan Document;

(iii)    any release, amendment, waiver or other modification, whether in writing or by course of conduct or otherwise, of or consent to departure from, any guarantee of any Senior Indebtedness; or

(iv)    any other circumstances that might otherwise constitute a defense available to, or a discharge of, any Payor in respect of any Senior Indebtedness or of any Payee or any Payor in respect of the subordination provisions set forth herein.

Nothing contained in the subordination provisions set forth above is intended to or will impair, as between each Payor and each Payee, the obligations of such Payor, which are absolute and unconditional, to pay to such Payee the principal of and interest on this Note as and when due and payable in accordance with its terms, or is intended to or will affect the relative rights of such Payee and other creditors of such Payor other than the Applicable Administrative Agent and the other holders of Senior Indebtedness, in each case subject to any applicable intercreditor agreement.

Each Payee is hereby authorized to record all Indebtedness made by it to any Payor (all of which shall be evidenced by this Note except as provided below), 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.

Each Payor hereby waives diligence, presentment, demand, protest or notice of any kind whatsoever in connection with this Note. All payments under this Note shall be made without offset, counterclaim or deduction of any kind.

This Note shall be binding upon each Payor and its successors and assigns, and the terms and provisions of this Note shall inure to the benefit of each Payee and its successors and assigns, including subsequent holders hereof. Notwithstanding anything to the contrary contained herein, in any other Loan Document or in any other promissory note or other instrument, (a) if any

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Indebtedness made on or before the date hereof by any Payee to any Payor is evidenced by a promissory note or other instrument or agreement in existence as of the date hereof (an “Existing Note”), it is agreed between such Payee and such Payor that the obligations under such Existing Note are hereafter to be evidenced by this Note, except the Indebtedness evidenced by an Existing Note described on Schedule A hereto (as such Schedule may from time to time be amended) and (b) it is agreed between the Payor and Payee that the agreements in existence as of the date hereof with respect to any existing obligations (including agreements contained in any Existing Note) as to principal, amortization, currency, payment location and interest rate (if any) will continue to have effect under this Note until modified by agreement between such Payor and such Payee. For the avoidance of doubt, this Note as between each Payor and each Payee contains additional terms to any intercompany loan agreement between them and this Note does not in any way replace such intercompany loans between them nor does this Note in any way change the principal amount of any intercompany loans between them.

From time to time after the date hereof, additional Subsidiaries of Holdings may become parties hereto (as Payor, in the case of a Loan Party, or as Payee, in the case of a Subsidiary that is not a Loan Party, as the case may be) by executing a counterpart signature page to this Note (each additional Subsidiary, an “Additional Party”). Upon delivery of such counterpart signature page to the Payees, notice of which is hereby waived by the other Payors, each Additional Party shall be a Payor and/or a Payee, as the case may be, and shall be as fully a party hereto as if such Additional Party 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 or Payee hereunder. This Note shall be fully effective as to any Payor or Payee that is or becomes a party hereto regardless of whether any other person becomes or fails to become or ceases to be a Payor or Payee hereunder.

No amendment, modification or waiver of, or consent with respect to, any provisions of this Note shall be effective unless the same shall be in writing and signed and delivered by each Payor and Payee whose rights or obligations shall be affected thereby; provided that, until the Payoff Date shall have occurred, the Applicable Administrative Agent shall have provided its prior written consent to such amendment, modification, waiver or consent of the subordination provisions hereof (such consent not to be unreasonably withheld or delayed).

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARDING TO ANY PRINICPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

[Signature Pages Follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Note to be duly executed by their respective authorized officers as of the day and year first written above.

[NAME OF ENTITY],

a Loan Party, as Payor

By:

Name:

Title:

[NAME OF ENTITY],

a Subsidiary that is not a Loan Party, as Payee

By:

Name:

Title:

[Signature Page to the Subordinated Intercompany Note]

SCHEDULE A

[List here any Existing Notes to be excluded in accordance with the fourth to last paragraph of this Note]

EXHIBIT L

FORM OF SWINGLINE NOTE

$[25,000,000]	New York, New York
	[        ], 20[    ]

FOR VALUE RECEIVED, the undersigned, Presidio, Inc., a Georgia corporation (the “Company” and a “Borrower”) and Presidio Networked Solutions, Inc., a Florida corporation (a “Borrower ” and together with the Company, the “Borrowers”), hereby jointly and severally promise to pay to PNC BANK, NATIONAL ASSOCIATION or its registered assigns (the “Swingline Lender”), on the dates specified in the Credit Agreement (as defined below), in lawful money of the United States of America in immediately available funds at the office of the Swingline Lender located at PNC Firstside Center, 500 First Avenue, 4th Floor, Pittsburgh, PA 15219, the lesser of (i) the principal amount of $25,000,000 and (ii) the aggregate unpaid principal amount of all Swingline Loans made by the Swingline Lender to the Borrowers from time to time pursuant to the Credit Agreement dated as of February 2, 2015 (as the same may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Presidio Holdings Inc., a Delaware corporation, Presidio IS Corp., a Delaware corporation, the Borrowers, the Swingline Lender, the other Lenders from time to time party thereto and Credit Suisse AG, Cayman Islands Branch, as administrative agent. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.

The Borrowers promise to pay interest on any unpaid principal amount hereof in like money at said office until paid at the rate or rates per annum, from the dates and payable on the dates set forth in the Credit Agreement.

The Borrowers promise to pay interest, on demand, on any overdue principal and, to the extent permitted by law, overdue interest from their due dates at the rate or rates provided in the Credit Agreement.

This Note is one of the promissory notes referred to in Section 2.04(b) of the Credit Agreement. This Note is subject to the terms of the Credit Agreement.

In case an Event of Default shall occur and be continuing, the principal of and accrued interest on this Note may become or be declared to be due and payable in the manner and with the effect provided in the Credit Agreement.

The Borrowers hereby waive presentment, demand, protest or notice of any kind in connection with this Note.

All Swingline Loans evidenced by this Note, the Type thereof, the maturity thereof, all payments, repayments and prepayments of the principal hereof and interest hereon and the respective dates thereof may be recorded by the Swingline Lender and, prior to any transfer hereof, endorsed by the Swingline Lender on the schedule attached hereto, or on a continuation of such schedule attached to and made a part hereof; provided that the failure of the

Swingline Lender to make any such recordation or endorsement shall not affect the obligations of the Borrowers under this Note or under the Credit Agreement.

This Note and the Swingline Loans evidenced hereby may be transferred in whole or in part only by registration of such transfer on the Register maintained for such purpose by or on behalf of the undersigned as provided in Section 9.04(b) of the Credit Agreement.

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO ANY PRINCIPLE OF CONFLICTS OF LAW THAT COULD REQUIRE THE APPLICATION OF ANY OTHER LAW.

[Remainder of page left intentionally blank]

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WITNESS the due execution hereof as a document under seal, as of the date first written above, with the intent to be legally bound hereby.

PRESIDIO, INC.
By:
	Name:
	Title:
PRESIDIO NETWORKED SOLUTIONS, INC.
By:
	Name:
	Title:

[SIGNATURE PAGE TO SWINGLINE NOTE]

EXHIBIT L

Schedule A to Swingline Note

LOANS, CONVERSIONS AND REPAYMENTS OF SWINGLINE LOANS

Date                 Amount of Swingline Loans Amount of Principal of Swingline Loans Repaid Unpaid Principal Balance of Swingline Loans Notation Made By

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EX-10.8

Exhibit 10.8

FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT

This FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), is made effective as of March 26, 2014 (the “First Amendment Date”), by and among INX LLC, a Delaware limited liability company, having its chief executive office located at 1955 Lakeway Drive, Suite 200, Lewisville, TX 75057 (“INX”), BLUEWATER COMMUNICATIONS GROUP LLC a New York limited liability company, having its chief executive office located at 110 Parkway Drive South, Suite A, Hauppauge, New York 11788 (“BlueWater” and, together with INX, each a “Reseller” and collectively, the “Resellers”), and CASTLE PINES CAPITAL LLC, a Delaware limited liability company, having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112 (“CPC”). Capitalized terms not defined herein have the meanings given to them in the Credit Agreement (as defined herein).

W I T N E S S E T H :

WHEREAS, CPC and Resellers are parties to that certain Third Amended and Credit Agreement dated as of February 28, 2014, as supplemented by each of (a) that certain Financial Covenant Amendment to Credit Agreement incorporating certain financial covenants executed simultaneously therewith, and (b) that certain Paydown Amendment to Credit Agreement incorporating certain repayment requirements executed simultaneously therewith, as amended (collectively, the “Existing Credit Agreement” and together with the amendment referred to herein, and as may further be amended, modified or amended and restated from time to time, the “Credit Agreement”); and

WHEREAS, effective April 1, 2014, the name of 1NX LLC shall be changed to PRESIDIO NETWORKED SOLUTIONS GROUP, LLC, and each of the Resellers and CPC desire to amend the Existing Credit Agreement to reflect such change in name effective on April 1, 2014; and

WHEREAS, the Resellers and CPC desire to (i) modify the Interest Coverage Ratio covenant and the Leverage Ratio covenant set forth in the Financial Covenants Amendment, and (ii) make certain other amendments to the Credit Agreement as more particularly set forth below; and

WHEREAS, Section 24 of the Existing Credit Agreement provides that no amendment of any provision of the Existing Credit Agreement shall be effective unless it is in writing and signed by CPC and the Resellers.

NOW, THEREFORE, in consideration of the premises, the parties hereto hereby agree as follows:

SECTION ONE – Amendments. Pursuant to Section 24 of the Existing Credit Agreement and effective in accordance with Section Two hereof, the parties hereby agree to the following:

A. Effective April 1, 2014, all references to INX LLC in the Credit Agreement and each of the Documents shall be deemed to refer to Presidio Networked Solutions Group, LLC.

B. Sub-clause (7) of Section 5(b) of the Existing Credit Agreement is amended by deleting the existing sub-clause (7) and inserting the following in lieu thereof:

“(7) execute all documents, agreements and instruments and take all such further actions CPC requests (i) to perfect and maintain CPC’s security interest in the Collateral, including (i) executing of Deposit Account Control Agreements and Lock Box Account Agreements as required by clause (c) of this Section 5, (ii) amending the Deposit Account Control Agreement that is in existence as of the date of the First Amendment in the name of INX LLC to reflect the name change of 1NX LLC to Presidio Networked Solutions Group, LLC, and (iii) upon the merger of BlueWater Communications Group LLC with and into Presidio Networked Solutions Group, LLC, amending any other Deposit Account Control Agreements and Lock Box Account Agreements that are in effect as of the date of the First Amendment with respect to deposit accounts that shall continue to be maintained by Presidio Networked Solutions Group, LLC, upon such merger, to reflect the name ‘Presidio Networked Solutions Group, LLC’.”

C. Section 25 of the Existing Credit Agreement is amended by:

(i) inserting the definition, “First Amendment” in the appropriate alphabetical sequence, as follows:

“First Amendment” means that certain First Amendment to Third Amended and Restated Credit Agreement effective as of March 24, 2014, among Resellers and CPC.”

(ii) deleting the definition “Presidio Credit Agreement” and inserting in lieu thereof the following new definition:

“Presidio Credit Agreement means that certain Amended and Restated Credit Agreement dated as of March 24, 2014 among, inter alios, Presidio, the other borrowers party thereto from time to time, the lenders party thereto from time to time, and PNC Bank, National Association, as administrative agent (as amended, restated, amended and restated, supplemented or otherwise revised from time to time).”

D. Clause (A) of the Financial Covenants Amendment titled “Interest Coverage Ratio”, is hereby amended in its entirety by deleting the existing Clause (A) and inserting the following new Clause (A) in lieu thereof:

“A. Interest Coverage Ratio. Commencing with the period of four consecutive fiscal quarters ending June 30, 2014, the Resellers will not permit the ratio of (a) Consolidated EBITDA for Presidio and its Subsidiaries to (b) Consolidated Cash Interest Expense for Presidio and its Subsidiaries for any period of four consecutive fiscal quarters to be less than 3.25 to 1.00.”

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E. Clause (B) of the Financial Covenants Amendment titled “Leverage Ratio”, is hereby amended by deleting the table appearing therein and inserting the following new table in lieu thereof:

“Periods Ending	Ratio
June 30, 2014	5.75 to 1.00
September 30, 2014	5.75 to 1.00
December 31, 2014	5.50 to 1.00
March 31, 2015	5.50 to 1.00
June 30, 2015	5.00 to 1.00
September 30, 2015	4.50 to 1.00
December 31, 2015	4.50 to 1.00
March 31, 2016	4.25 to 1.00
June 30, 2016	4.00 to 1.00
September 30, 2016	3.75 to 1.00
December 31, 2016, and each fiscal quarter thereafter.”	3.50 to 1.00

F. Clause (C) of the Financial Covenants Amendment titled Definitions, is hereby amended by deleting the definitions, “Consolidated EBITDA” and “Leverage Ratio” and inserting in lieu thereof the following new definitions:

“‘Consolidated EBITDA’ means, for any period, Consolidated Net Income for such period, plus (a) without duplication and, except with respect to clause (a)(xiv) below, to the extent deducted in determining such Consolidated Net Income, the sum of (i) consolidated interest expense for such period (including imputed interest expense in respect of Capital Lease Obligations), (ii) consolidated income tax expense for such period (including any Restricted Payment made pursuant to Section 6.08(a)(vi) of the Presidio Credit Agreement), (iii) all amounts attributable to depreciation and amortization for such period (excluding amortization expense attributable to a prepaid cash item that was paid in a prior period), (iv) any (x) extraordinary charges for such period, all determined on a consolidated basis in accordance with GAAP and (y) unusual or non-recurring charges for such period determined in good faith by a responsible officer of Presidio; provided that the amounts increasing Consolidated EBITDA pursuant to this clause (a)(iv)(y), together with amounts increasing Consolidated EBITDA pursuant to clause (a)(xiv), shall not exceed 15.0% of Consolidated EBITDA for such period (calculated prior to giving effect to any such increase), (v) any noncash expenses for such period resulting from the grant of stock options or other equity based incentives (including stock appreciation rights) to any director, officer or employee of Presidio or any of its Subsidiaries pursuant to a written plan or agreement approved by the board of directors of Presidio, (vi) any losses attributable to the early extinguishment of indebtedness or obligations under any Hedging Agreement, (vii) all other noncash losses or expenses included or deducted in calculating Consolidated Net Income for such period, but excluding any such noncash loss to the extent that it represents an accrual or reserve for potential cash losses in any future period or amortization of a prepaid cash loss that was paid in a prior period, (viii) the cumulative effect of a change in accounting principles, (ix) Restricted Payments made pursuant to Section 6.08(a)(iv)(A) of the Presidio Credit Agreement, (x) transaction related expenditures related to the extension of credit contemplated under the Presidio Credit Agreement, the Initial Merger, any Permitted Acquisition or potential acquisition or other transaction, including, without limitation, professional expenses and employee payments, whether or not such transaction is consummated; provided that any such expenditures added back pursuant to this clause (x) in respect of a potential transaction that

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is not actually consummated shall not exceed $3,000,000 for any period of four consecutive fiscal quarters, (xi) cash expenses for restructuring, severance and related items; provided that any such expenditures added back pursuant to this clause (xi) shall not exceed $5,000,000 for any period of four consecutive fiscal quarters, (xii) all charges and deductions resulting from purchase method or acquisition method accounting adjustments in connection with the Initial Merger, a Permitted Acquisition or any Investment permitted under the Presidio Credit Agreement, (xiii) expenses incurred by INX prior to the Effective Time related to INX’s accounting restatements (including auditor, legal and other professional fees) in an aggregate amount not to exceed $8,900,000, (xiv) in connection with any Permitted Acquisition, permitted asset sale, Investments, operating improvements, restructurings, cost saving initiatives and other similar initiatives and transactions, cost savings (including cost savings related to public company expenses, headcount related savings and other integration synergies), operating expense reductions, product margin synergies and product cost and other synergies, to the extent such cost savings, operating expense reductions, product margin synergies and product cost and other synergies are (I) reasonably expected to be realized within 365 days following such initiative or transaction and (II) approved by the Administrative Agent under the Presidio Credit Agreement in its reasonable discretion; provided that the amounts increasing Consolidated EBITDA pursuant to this clause (a)(xiv), together with amounts increasing Consolidated EBITDA pursuant to clause (a)(iv)(y), shall not exceed 15.0% of Consolidated EBITDA for such period (calculated prior to giving effect to any such increase); provided, further, that if Presidio determines that any of the cost savings included in any previously delivered pro forma calculations based on the expectation that such cost savings will be realized within 365 days following the date of the consummation of such initiative or transaction set forth above shall at any time cease to be reasonably expected to be so realized (or are in fact not so realized) within such period, then on and after such time pro forma calculations required to be made under the Credit Agreement shall not reflect such cost savings (but only to the extent that they are no longer expected to be realized) and (xv) without duplication of amounts added back pursuant to clause (xi) or (xiv) above, cash expenses for severance relating to or in connection with the Merger in an aggregate amount not to exceed $2,000,000; provided that any cash payment made with respect to any noncash items added back in computing Consolidated EBITDA for any prior period pursuant to this clause (a) (or that would have been added back had the Presidio Credit Agreement been in effect during such prior period) shall be subtracted in computing Consolidated EBITDA for the period in which such cash payment is made; and minus (b) without duplication and to the extent included in determining such Consolidated Net Income, (i) any extraordinary gains for such period, all determined on a consolidated basis in accordance with GAAP, (ii) any gains attributable to the early extinguishment of indebtedness or obligations under any Hedging Agreement, (iii) all other noncash gains increasing Consolidated Net Income for such period (excluding any noncash gain to the extent it represents the reversal of an accrual or reserve for a potential cash gain in any prior period), (iv) the cumulative effect of a change in accounting principles, (v) interest income (net of interest expense) under any sales type lease that is subject to a Non-Recourse Lease Transaction and (vi) any unusual or non-recurring gains for such period determined in good faith by a responsible officer of Presidio; provided further that Consolidated EBITDA shall be calculated so as to exclude the effect of any gain or loss that represents after-tax gains or losses attributable to any sale, transfer or other disposition of assets by Presidio or any of its consolidated Subsidiaries, other than dispositions of inventory and other dispositions in the ordinary course of business.”

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“‘Leverage Ratio’ means, on any date, the ratio of (a) Total Indebtedness as of such date (net of the aggregate amount of unrestricted cash and unrestricted Permitted Investments of Presidio and its Subsidiaries that are not controlled by or subject to any Lien or other preferential arrangement in favor of any creditor (other than (i) Liens created by or pursuant to the Presidio Credit Agreement and the Security Documents entered into thereunder and (ii) Permitted Encumbrances) on such date, as the same would be reflected on a consolidated balance sheet prepared in accordance with GAAP as of such date) to (b) Consolidated EBITDA for the period of four consecutive fiscal quarters of Presidio and its Subsidiaries most recently ended on or prior to such date.”

SECTION TWO – Conditions to Effectiveness. This Amendment shall be effective as of the First Amendment Date provided:

A. CPC has received counterparts of this Amendment executed by the Resellers;

B. No event shall have occurred since December 31, 2013, which has had a Material Adverse Effect; and

C. CPC has received such other certificates, resolutions, agreements, documents and information as requested by CPC and its counsel not less than two (2) Business Days prior to the First Amendment Date.

In addition, the effectiveness of this Amendment is conditioned upon the continuing accuracy of the representations and warranties set forth in Section Three hereof.

SECTION THREE – Representations and Warranties. The Resellers hereby represent and warrant to CPC as follows:

A. Recitals. The Recitals are true and correct in all respects.

B. Organizational Power; Authorization. Each Reseller has the organizational power, and has been duly authorized by all requisite organizational action, to execute and deliver this Amendment and all other agreements contemplated herein and to perform its respective obligations hereunder.

C. Enforceability. This Amendment is the legal, valid and binding obligation of the Resellers, enforceable against the Resellers in accordance with its respective terms, except to the extent that the enforceability thereof against such Resellers may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by equitable principles of general application.

D. Representations and Warranties. All of the representations and warranties in the Existing Credit Agreement are true and complete in all material respects on and as of the date hereof as if made on the date hereof (or, if any such representation or warranty is expressly stated to have been made as of a specific date, such representation or warranty is true and correct in all material respects as of such specific date).

5

E. Obligations Absolute. The obligations of the Resellers under this Amendment and the Credit Agreement as amended, are absolute and unconditional, and there exists no right of set off or recoupment, counterclaim or defense of any nature whatsoever to payment of said obligations.

SECTION FOUR – Miscellaneous. The Resellers waive notice of CPC’s acceptance of this amendment. All other terms and provisions of the Existing Credit Agreement, to the extent not inconsistent with the foregoing, are ratified and remain unchanged and in full force and effect.

SECTION FIVE – Execution in Counterparts. This Amendment 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 but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

SECTION SIX – Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of Colorado (without giving effect to any provisions thereof relating to conflicts of law).

THIS AMENDMENT AND THE CREDIT AGREEMENT CONTAIN BINDING ARBITRATION, JURY WAIVER AND PUNITIVE DAMAGE WAIVER PROVISIONS.

(Signature Page(s) to Follow)

6

IN WITNESS WHEREOF, each of the undersigned has caused this Amendment to be duly executed and delivered by its proper and duly authorized officer as of the date first set above.

RESELLERS:
INX LLC
By:	/s/ Paul D. Fletcher
	Name: Paul D. Fletcher
	Title: CFO
BLUEWATER COMMUNICATIONS GROUP LLC
By:	/s/ Paul D. Fletcher
	Name: Paul D. Fletcher
	Title: EVP

ACKNOWLEDGED AND AGREED TO:
CASTLE PINES CAPITAL LLC
By:	/s/ John Hanley
	Name:	John Hanley
	Title:	Executive Vice President

Signature page to INX LLC, BlueWater Communications Group LLC First Amendment

EX-10.11

Exhibit 10.11

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

SYSTEMS INTEGRATOR AGREEMENT—UNITED STATES

This U.S. Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and The Presidio Corporation (“Integrator”), a Maryland corporation having its principal place of business at 5100-J Philadelphia Way, Lanham, Maryland 20706 is entered into as of the date last written below (“the Effective Date”).

This Agreement consists of this signature page and the following attachments, which are incorporated in this Agreement by this reference:

1.	Systems Integrator Agreement Terms and Conditions
2.	EXHIBIT A:	Integrator Profile
3.	EXHIBIT B:	Discount Schedule
4.	EXHIBIT C:	Support
5.	EXHIBIT D:	Networked Commerce Attachment
6.	EXHIBIT F:	Special Software License Terms
7.	EXHIBIT S:	Software License Agreement

This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. This Agreement may only be modified by a written document executed by the parties hereto. Any orders accepted or Products delivered by Cisco after the date this Agreement is signed by Integrator but before the Effective Date, shall upon the Effective Date be deemed covered by the provisions of this Agreement, except for any deviations in price.

Where there was a prior Systems Integrator Agreement between Cisco and the Integrator, any Purchase Orders accepted or Products delivered by Cisco after the date of expiration of such prior agreement but before the Effective Date shall, until the Effective Date, be deemed covered by the terms and conditions of the said prior agreement, except for any deviation in price.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Agreement.

Presidio Corporation	Cisco Systems, Inc. (“Cisco”)
(“Integrator”)
Authorized Signature	Authorized Signature
Dale Shilling	Rick Timmins                                  VP WW Sales Finance
Name	Name
4/22/02	MAY 14 2002
Date	Date

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SYSTEMS INTEGRATOR AGREEMENT—UNITED STATES

TERMS AND CONDITIONS

1.0 DEFINITIONS.

Added Value is the non-Cisco component portion of Integrator’s total solution, which Integrator provides to End User. Examples of Added Value are pre- and post-sales network design, configuration, trouble-shooting, and support and the sale of complementary products and services that comprise a significant portion of the total revenues received by Integrator from an End User of Cisco Products. Integrator acknowledges that telesales, catalog sales, and sales over the Internet do not include Added Value if inbound communications from the prospective End User purchaser were prompted by something other than a face-to-face interaction between Integrator’s sales representative and such prospective End User. Integrator further acknowledges that providing financing options is not considered Added Value.

An Approved Source means (a) Cisco or (b) a distributor that is authorized by Cisco to redistribute Products and Services within the Territory to Integrator.

CCO is Cisco’s suite of on-line services and information at http://www.cisco.com.

Cisco Certified Internetworking Engineer (“CCIE”) is the status granted to Integrator employees who successfully complete the then-current CCIE Program offered by Cisco.

Documentation is user manuals, training materials, Product descriptions and specifications, technical manuals, license agreements, supporting materials and other printed information relating to Products and/or Services offered by Cisco, whether distributed in print, electronic, CD-ROM or video format.

End User is the final purchaser or licensee which has acquired Products or Services for its own internal use and not for resale, remarketing or distribution. An entity which performs stocking, sparing or warehousing activities for third parties or procures Cisco Services or Software for delivery to third parties, is not an End User.

Hardware is the tangible product made available to Integrator.

Internal Use is any use of a Product or Service which is outside the definition of Resale provided below.

Price List is Cisco’s published global price list.

Product means, individually or collectively as appropriate, Hardware, licensed Software, Documentation, developed products, supplies, accessories, and other commodities related to any of the foregoing, listed on the then current Price List.

Purchase Order is a written or electronic order from Integrator to Cisco for Hardware, Software or support services therefor to be purchased, licensed or provided under this Agreement.

Resale is any of the following sales or dispositions of a Product or Service: (a) transfer of title (or, for Software, a license conferring the right to use the Software, and, for Services, the entitlement to receive such Services) to the End User of such Product or Service; (b) transfer of title (or, for Software, a license conferring the right to use the Software, and, for Services, the entitlement to receive such Services) to a financial intermediary such as a leasing company, even if such leasing company is affiliated with Integrator, where the Product or Service is used by an unaffiliated End User; or (c) retention of title (or, for Software, a license conferring the right to use the Software,

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and, for Services, the entitlement to receive such Services) by Integrator, but only where the Product or Service is deployed (including in connection with hosting, outsourcing or provisioned services offered by Integrator) for the use of End Users who are not affiliated with Integrator and who contract with Integrator for the provision of such services. In no event shall the term Resale include use of a Product or Service for the provision of network services to the general public. The verb “Resell” means to engage in Resale. For Special License Software, the transfer of a license conferring the right to use such Software means a Sublicense.

Sales Expert is the status that is granted to Integrator employees who successfully complete the then-current Sales Expert training curriculum offered by Cisco.

Services means any maintenance, or technical support and any other services performed or to be performed by Cisco, as set forth in this Agreement or the Exhibits hereto.

Software is the machine readable (object code) version of the computer programs listed from time to time on the Price List and made available by Cisco for license by Integrator, and any copies, updates to, or upgrades thereof.

Special License Terms are the terms and conditions set forth on Exhibit F with respect to the Special License Software described therein, or other terms and conditions applicable to other Special License Software to which Integrator may be asked to provide assent, electronically or in writing, prior to Cisco providing such Special License Software to Integrator.

Special License Software is Software, which is subject to the Special License Terms and the other provisions applicable thereto which are set forth in this Agreement and which shall be made accessible to third parties only by means of a Sublicense.

Sublicense is a written and signed license between Integrator and its End User(s) for use of and access to Special License Software meeting the requirements set forth in Section 9.0 of this Agreement.

Territory is those regions or countries identified in Exhibit A.

2.0 SCOPE.

This Agreement sets forth the terms and conditions for Integrator’s purchase and/or license of Products and Services during the term of the Agreement. Cisco authorizes Integrator to purchase and/or license Products and Services solely from an Approved Source, and to Resell or internally to use such Products and Services, solely as permitted in this Section 2.0. The provisions of Sections 4.0 through 7.0 of these Terms and Conditions, as well as Exhibit B to this Agreement, shall apply only with respect to Products and Services purchased directly from Cisco. All other provisions shall apply both to Products and Services purchased and/or licensed directly from Cisco and to Products and Services purchased or obtained from another Approved Source.

2.1 Integrator’s Internal Use.

Integrator may purchase and/or license, as the case may be, all Products and Services for its Internal Use in the Territory. For any Products purchased from Cisco for Internal Use, (a) the “Internal Use” discount specified in Exhibit B shall apply, and (b) Exhibit C may prohibit the purchase of particular Services for use by Integrator in connection with Products purchased for Internal Use. In the event Integrator purchases or licenses Products or Services for its Internal Use, Integrator shall be deemed to be the End User of such Products.

2.2 Commercial Integration And Resale. Subject to the terms and conditions of this Agreement, Cisco grants Integrator a non-exclusive, nontransferable right to Resell Products and Services directly to End Users in the Territory.

2.3 Added Value.

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2.3.1 Integrator will, in each of its Resales of Cisco Products and Services, Resell such Products and Services with Integrator’s Added Value.

2.3.2 Integrator must at all times during the term of this Agreement, (a) be able to demonstrate products to prospective End Users at End User location; and (b) provide post-sales support.

2.4 Resale Outside the Territory. Integrator agrees not to solicit Product or Service orders, engage salespersons, or establish warehouses or other distribution centers outside of the Territory.

2.5 Sales to End Users. Integrator certifies that, except as set forth in sub-section 2.1, above, it is acquiring the Products and Services solely for Resale to End Users, in accordance with this Agreement. Integrator will not resell Products or Services to other resellers of Cisco Products or Services, whether or not such Resellers are authorized by Cisco to Resell Products or Services purchased from an Approved Source.

2.6 Redistribution of Software. Subject to and as authorized by the terms applicable to Special License Software in Section 9.0 of this Agreement, Integrator may sublicense Special License Software to End Users who may have access to and/or control over such Special License Software. Such End Users’ right to use Special License Software must be granted via a Sublicense.

2.7 Future Products and Services.

2.7.1 For any Products and Services included in the Price List, including but not limited to Products and Services which become or have become Cisco Products or Services as a result of an acquisition by Cisco of another entity, Cisco may require Integrator to comply with training requirements (including requirements included in a specialization or Advanced Technology Provider program) prior to allowing Integrator to purchase and/or license Products and Services for Resale, and may require on-going fulfillment of certification requirements to retain the right to purchase, license, Resell or support such Products.

2.7.2 Cisco reserves the right, during the term of this Agreement, to license and distribute additional items of Software. Such items of Software may be licensed under additional or different policies and license terms, which will be made available to Integrator at the time such items of Software, are provided to Integrator.

2.8 Resale to Government End Users.

2.8.1 Integrator will not Resell Products or Services to the United States Federal Government either directly or indirectly, or through the General Services Administration (“GSA”).

2.8.2 Cisco does not accept any government flowdown provisions, including but not limited to, the United States Government Federal Acquisition Regulations (“FARs”) and its supplements, Defense FARs, or NASA FARs, whether for Resale or Internal Use, notwithstanding the existence of such provisions on Integrator’s Purchase Orders or supplementary documentation or Cisco’s acceptance of such Purchase Orders or documentation.

2.8.3 With respect to GSA, California Multiple Award Schedule (“CMAS”), and other schedule contracts, this Agreement shall not be construed by Integrator as a representation that Cisco will furnish supplies needed by Integrator to fulfill any of Integrator’s GSA, CMAS, or similar contract obligations under any schedule contract.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3.0 MULTINATIONAL DEPLOYMENT POLICY.

Unless mutually agreed in writing by the parties, Integrator shall procure equipment for deployment outside of the Territory only in accordance with Cisco’s then-current multinational deployment policies and procedures.

[***]

4.0 PRICES.

4.1 Prices for Products shall be those specified in Cisco’s then-current Price List less the applicable discounts specified in Exhibit B of this Agreement. Prices for Services shall be as stated in Exhibit C. All prices are FOB per the Uniform Commercial Code (for international shipments, Ex Works per INCOTERMS 2000), at Cisco’s site, San Jose, California, or other Cisco-designated shipping location. Cisco may change prices for the Products or for Services at any time by issuance of a revised Price List (including via electronic posting) or other announcement of price change.

4.2 Purchase Orders received before the date of Cisco’s announcement of price changes, and those received within thirty (30) days thereafter which specify a delivery date within ninety (90) days of the date of Cisco’s announcement, will be invoiced to Integrator without regard to the price change, provided however, price decreases will be effective for all Purchase Orders accepted by Cisco after the date of issuance or announcement of revised prices.

4.3 Integrator is free to determine its minimum resale prices unilaterally. Integrator understands that neither Cisco nor any employee or representative of Cisco may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of minimum resale prices. No employee or representative of Cisco or anyone else has any authority to determine what Integrator’s minimum resale prices for the Products or Services must be, or to limit Integrator’s pricing discretion with respect to the Products and Services. Cisco may make additional discount available to Integrator with respect to specific Products and Services in return for Integrator’s agreement to resell such Products and Services below a particular price. No such agreement shall limit Integrator’s ability to sell any such Products or Services for any price below the maximum price identified by Cisco.

4.4 All stated prices for Products or Services are exclusive of any taxes, fees and duties or other amounts, however designated, and including without limitation value added and withholding taxes which are levied or based upon such charges, or upon this Agreement. Any taxes related to Products or Services purchased or licensed pursuant to this Agreement shall be paid by Integrator (except for taxes based on Cisco’s income) unless Integrator shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes shall be billed as a separate item on the invoice, to the extent possible.

4.5 Cisco and Integrator may agree that Cisco will provide special pricing to Integrator for Integrator’s Resale to one or more specific End Users. Any such agreement must be in writing, and must specify a fixed time period during which such special pricing shall be provided. If no time limit is specified in the written agreement, the time period shall be ninety (90) days from the effective date of the written agreement regarding special pricing. If Cisco provides Integrator with such special pricing and subsequently determines that Integrator has Resold Products or Services purchased with such special pricing to End Users other than the End User identified in the written agreement, then Cisco may, in addition to all of its other rights and remedies, all of which are reserved, (a) invoice Integrator for the difference between such additional discount and Integrator’s then-current resale discount as set forth in Exhibit B; (b) audit Integrator’s purchases pursuant to Section 16.0 (“Audit”) and invoice Integrator for all reasonable costs incurred by Cisco in its performance of the Audit; (c) suspend Integrator’s access to price deviations and other Cisco sales and marketing programs; (d) suspend shipments to Integrator; and (e) terminate this Agreement pursuant to sub-sub-section 14.4.2.

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5.0 ORDERS.

5.1 Integrator shall purchase or license, as appropriate, Products and Services by issuing a written or electronic Purchase Order signed (or in the case of electronic transmission, sent) by its authorized representative, indicating specific Products and Services; Cisco’s product numbers; quantity; unit price; total purchase price; shipping instructions; requested delivery dates; bill-to and ship-to addresses; tax exempt certifications, if applicable; identification of the End User for each Product; and any other special instructions.

5.2 The terms of the Networked Commerce Attachment (Exhibit D) shall apply for any orders submitted electronically, via CCO. No contingencies contained on such Purchase Order will be binding upon Cisco. The terms and conditions of this Agreement prevail regardless of any additional or conflicting terms on the Purchase Order or other correspondence submitted by Integrator to Cisco, and any such additional or conflicting terms are deemed rejected by Cisco unless expressly agreed to in writing.

5.3 All Purchase Orders are subject to approval and acceptance by the Cisco Integrator service order administration office of the Cisco entity, which shall supply the Products and Services. No other office is authorized to accept orders on behalf of Cisco. Cisco shall use commercially reasonable efforts to provide information regarding acceptance or rejection of such orders within ten (10) days from receipt thereof, or within three (3) business days, where orders are placed under CCO.

5.4 Integrator has the right to defer Product shipment for no more than thirty (30) days from the originally scheduled shipping date, provided written notice is received by Cisco at least ten (10) days before the originally scheduled shipping date. Cancelled orders, rescheduled deliveries or Product configuration changes made by Integrator less than ten (10) days before the original shipping date will be subject to (a) acceptance by Cisco, and (b) a charge of fifteen percent (15%) of the total invoice amount. Cisco reserves the right to reschedule delivery in cases of configuration changes made within ten (10) days of scheduled shipment.

5.5 During the term of this Agreement, Cisco may make the Products that are to be supplied outside the United States available for order in and delivery from an alternate central location and/or a Cisco affiliate, if it chooses. In the event that Cisco does so, Integrator will order the Products according to the procedures set forth at the time such ordering or delivery process becomes available. At such time, orders in conformance with Cisco’s policies will be shipped according to the availability, pricing, and expedited lead-times described in the procedures.

6.0 SHIPPING AND DELIVERY.

6.1 Shipping dates will be established by Cisco upon acceptance of Purchase Orders from Integrator. Shipping dates will be assigned as close as practicable to the Integrator’s requested date based on Cisco’s then-current lead times for the Products. Unless, given written instruction by Integrator, Cisco shall select the carrier.

6.2 Shipping terms are FOB Origin per Uniform Commercial Code (for international shipments, Ex Works per INCOTERMS 2000) at Cisco’s site, San Jose, California, or other Cisco-designated shipping location, which shall appear on Cisco’s order acknowledgement and/or be accessible via CCO.

6.3 Title and risk of loss shall pass from Cisco to Integrator upon delivery to the common carrier or Integrator’s representative at the delivery point per the applicable shipping term.

6.4 Delivery shall be deemed made upon transfer of possession to the carrier.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

6.5 Integrator shall be responsible for all freight, handling and insurance charges subsequent to delivery. If Integrator requests delivery of Products to Integrator’s forwarding agent or other representative in the country of shipment, Integrator shall assume sole responsibility for compliance with applicable export laws and regulations, including the preparation and filing of shipping documentation necessary for export clearance.

6.6 Cisco shall not be liable for damage or penalty for delay in delivery or for failure to give notice of any delay. Except in accordance with the applicable delivery terms set forth in this Agreement, Cisco shall not have any liability in connection with shipment, nor shall the carrier be deemed to be an agent of Cisco.

6.7 All sales are final. Products are provided with written limited warranty statements that set out the terms under which Cisco will, at its option, repair, replace, or refund the purchase price of a defective or damaged product.

7.0 PAYMENT.

Upon and subject to credit approval by Cisco, payment terms shall be net [***] ([***]) days from shipping date. All payments shall be made in U.S. currency unless otherwise agreed. If at any time, Integrator is delinquent in the payment of any invoice, or is otherwise in breach of this Agreement, Cisco may, at its discretion, and without prejudice to its other rights, withhold shipment (including partial shipments) of any order or may, at its option, require Integrator to prepay for further shipments. Any sum not paid by Integrator, when due, shall bear interest until paid at a rate of [***]% per month ([***]% per annum) or the maximum rate permitted by law, whichever is less. Integrator grants Cisco a security interest in Products and Services purchased or licensed under this Agreement and any proceeds realized by Integrator upon any resale or redistribution of those Products and Services. If requested by Cisco, Integrator agrees to execute any financing statements Cisco may require to perfect this security interest.

8.0 INTEGRATOR OBLIGATIONS.

In a manner satisfactory to Cisco and at Integrator’s sole expense, Integrator agrees to:

8.1 employ competent and aggressive sales, technical support, and maintenance organizations, employees of which shall be full-time direct employees of Integrator who sell, deploy, install, secure acceptance of, and maintain the Products and Services;

8.2 purchase Demonstration/Evaluation Units for each appropriate selling location as mutually agreed to by the parties;

8.3 have a majority of the appropriate Integrator sales and technical support personnel participate in and successfully complete mandatory training course identified by Cisco as well as such additional training courses identified in an initial training plan which shall be mutually agreed to by the parties and implemented within the initial term of this Agreement;

8.4 maintain at least one (1) Cisco trained technical support person per servicing location;

8.5 maintain adequate manpower and facilities to ensure prompt handling of inquiries, orders, and shipments for Products and Services;

8.6 validate End User network configuration design and associated components, and assist End Users with system design;

8.7 keep Cisco informed as to any problems which involve Products or Services and/or Cisco technologies and require Cisco’s support or impact Integrator’s ability to deliver service or solutions to the End User, to communicate such problems promptly to Cisco, and to assist Cisco in the resolution of such problems;

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8.8 provide non-binding monthly forecasts to Cisco for the subsequent four (4) month period, monthly Inventory, and Point of Sale “POS” reports and such other information as is required under this Agreement;

8.9 participate in quarterly business meetings with Cisco to review the progress of the relationship and Integrator’s achievement as related to commitments such as, but not limited to: volume purchases, training and certification, support, and reporting;

8.10 appoint a relationship manager whose primary responsibility will be to work with the designated Cisco channel sales manager to manage the implementation of the Agreement, act as the focal point for day-to-day channel business issues and problem escalations, and participate in Cisco channel-related activities;

8.11 employ a minimum of one (1) CCIE, and (b) have the relationship manager identified in the preceding sub-section complete Sales Expert training; and

8.12 comply with all requirements set out in Exhibit A.

9.0 PROPRIETARY RIGHTS AND SOFTWARE LICENSING.

9.1 Subject to the terms and conditions of this Agreement, Cisco grants to Integrator a non-exclusive, non-transferable license (a) to use the Software and Documentation for Integrator’s Internal Use under the terms of Exhibit S, and, with respect to Special License Software and related Documentation, the Special License Terms, and (b) during the term of this Agreement, to market and Resell the Software (including related Documentation) directly to End Users, solely as permitted by this Section of this Agreement, in the Territory, or, in the case of Special License Software, to grant to End Users Sublicenses to the Special License Software (including related Documentation) subject to the terms and conditions of this Section and the Special License Terms. Any Resale of any item of Software or Documentation to any person or entity other than Integrator itself that is not the End User of such Software or Documentation, including to any other Cisco integrator or reseller purchasing or licensing such Software or Documentation for purposes of Resale, is expressly prohibited.

9.2 The license granted herein shall be for use of the Software and Documentation in object code format only and solely as provided in Part (i) of Exhibit S and, with respect to Special License Software and related Documentation, the Special License Terms. Integrator may not sublicense, to any person or entity, its rights to distribute or sublicense the Software or Documentation.

9.3 Integrator shall provide a copy of the Software License Agreement (inclusive of Parts (i) and (ii)) (a copy of which is attached hereto as Exhibit S) to each End User of the Software prior to installation of the Software.

9.4 For Special License Software (and related Documentation), Cisco grants Integrator the right to grant its End Users a Sublicense to use the Special License Software (and related Documentation) pursuant to these terms and conditions and the Special License Terms. Redeployment of these licenses between End Users shall be subject to any restrictions set forth in the applicable Special License Terms. End Users’ right to use this Software (and related Documentation) must be granted via a Sublicense.

9.5 Integrator shall notify Cisco promptly of any breach of the Software License Agreement or Special License Terms and further agrees that it will diligently pursue or, at Cisco’s request, assist Cisco to diligently pursue, an action against any third parties in breach of the license.

9.6 The Special License Terms contain certain terms, which apply to certain current Special License Software product offerings by Cisco. In the future, Cisco may develop or acquire new Special License Software products, which may be governed by other Special License

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Terms, or Cisco may change its current terms, which will govern future license purchases by Integrator. With respect to these new Special License Terms, Cisco may require that Integrator acknowledge and accept these new terms prior to purchase by methods chosen by Cisco, including by electronic means.

10.0 LIMITED WARRANTY.

10.1 Cisco Products are provided with written limited warranties. Integrator will pass through to End Users all written limited warranties provided by Cisco with Products purchased by Integrator.

10.2 Notwithstanding any other provision hereof, Cisco’s sole and exclusive warranty and obligation with respect to the Products sold hereunder are set forth in Cisco’s Limited Warranty Statement delivered with the Product. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S BEHALF. Integrator shall indemnify Cisco for any warranties made in addition to Cisco’s standard warranty and for any misrepresentation of Cisco’s reputation or Cisco’s Products.

10.3 DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose. The date of shipment of a Product by Cisco is set forth on the packaging material in which the Product is shipped. Integrator acknowledges that the Internet URL address and the web pages referred to above may be updated by Cisco from time to time; the version in effect at the date of delivery of the Products to the Integrator shall apply.

11.0 TRADEMARK USAGE.

11.1 Cisco grants to Integrator the right to use the name, logo, trademarks, and other marks of Cisco (collectively, the “Marks”) for all proper purposes in the sale of Cisco Products and Services to End Users and the performance of Integrator’s duties hereunder only so long as this Agreement is in effect. Integrator’s use of such Marks shall be in accordance with Cisco’s policies including, but not limited to trademark usage and advertising policies, and be subject to Cisco’s approval. Integrator agrees not to attach to any Products any trademarks, trade names, logos, or labels other than an aesthetically proper label identifying the Integrator, its location and its relationship to Cisco. Integrator further agrees not to affix any Marks to products other than genuine Products.

11.2 Integrator shall have no claim or right in the Marks, including but not limited to trademarks, service marks, or trade names owned, used or claimed now or which Cisco has authority to grant Integrator the right to use in the future. Integrator shall not make any claim to the Cisco Marks or lodge any filings with respect to such Marks or marks confusingly similar to the Marks, whether on behalf of Cisco or in its own name or interest, without the prior written consent of Cisco. Integrator shall discontinue its use of any Mark promptly upon request of Cisco.

12.0 CONFIDENTIAL INFORMATION.

12.1 Integrator acknowledges that, in the course of selling the Products and Services, and in connection with this Agreement and its relationship with Cisco, Integrator may obtain information relating to the Products and Services, and/or to Cisco, which is of a confidential and proprietary nature (“Confidential Information”). Such Confidential Information may include, but is not limited to, trade secrets, know how, inventions, techniques, processes, programs, schematics, Software source documents, data,

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

customer lists, financial information, and sales and marketing plans or information posted on CCO which Integrator knows or has reason to know is confidential, proprietary or trade secret information of Cisco.

12.2 Integrator shall at all times, both during the term of this Agreement and for a period of at least three (3) years after its expiration or termination, keep in trust and confidence all such Confidential Information, and shall not use such Confidential Information other than as expressly authorized by Cisco under this Agreement, nor shall Integrator disclose any such Confidential Information to third parties without Cisco’s written consent.

12.3 Integrator further agrees to immediately return to Cisco all Confidential Information (including copies thereof) in Integrator’s possession, custody, or control upon termination or expiration of this Agreement at any time and for any reason.

12.4 The obligations of confidentiality set forth herein shall not apply to information which (a) has entered the public domain except where such entry is the result of Integrator’s breach of this Agreement; (b) prior to disclosure hereunder was already rightfully in Integrator’s possession; or (c) subsequent to disclosure hereunder is obtained by Integrator on a nonconfidential basis from a third party who has the right to disclose such information to the Integrator. Neither party shall disclose, advertise, or publish the terms and conditions of this Agreement without the prior written consent of the other party. Any press release or publication regarding this Agreement is subject to prior review and written approval of the parties.

13.0 PATENT AND COPYRIGHT INFRINGEMENT.

13.1 [***]

13.2 [***]

13.3 [***]

13.4 [***]

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

13.5 [***]

14.0 TERM AND TERMINATION.

14.1 This Agreement shall commence on the Effective Date and continue thereafter for a period of one (1) year, unless extended by written agreement of both parties or sooner terminated as set forth below. Without prejudice to either party’s right to terminate this Agreement as set forth in Sections 14.2 to 14.5 below. Cisco may, by written notice to Integrator, given at least thirty (30) days prior to the end of the then-current term of the Agreement, extend the term of the Agreement for the period set forth in such notice, up to a maximum of one (1) year beyond the then-current expiration date. Any extension shall be on the same terms and conditions then in force, except as may be mutually agreed in writing by the parties. Notwithstanding Cisco’s right to extend the term of this Agreement, each party acknowledges that this Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the duration or renewal of this Agreement beyond those expressly stated herein.

14.2 Either party may at any time terminate this Agreement for convenience, for any reason or no reason, by providing the other party with forty-five (45) days prior written notice of termination.

14.3 Cisco may, upon twenty (20) days written notice, terminate this Agreement in the event (a) there is a change of ownership of Integrator (i.e. entering into a binding agreement for purchase or sale by one person or other entity) of ten percent (10%) or more of Integrator’s voting shares or securities, (b) there is an entering into a binding agreement for acquisition or transfer of a controlling interest in Integrator, or (c) there is an entering into a binding agreement for any investment in Integrator by a competitor of Cisco or an investment in a competitor by Integrator.

14.4 This Agreement may at any time be terminated immediately by either party by providing the other party with written notice under any of the following conditions:

14.4.1 Either party ceases to carry on business as a going concern, either party becomes the object of the institution of voluntary or involuntary proceedings in bankruptcy or liquidation, or a receiver or similar officer is appointed with respect to a substantial part of its assets.

14.4.2 Either party breaches any of the material provisions of this Agreement and fails to remedy such breach within thirty (30) days, after written notification by the other party of such breach.

14.5 Notwithstanding the foregoing, this Agreement may be terminated immediately by Cisco in the event of Integrator’s breach of Section 9.0, “Proprietary Rights and Software Licensing”, or Section 12.0, “Confidential Information”.

14.6 Unless otherwise agreed in writing by Cisco after the effective date of termination of this Agreement, upon either the expiration of this Agreement or the issuance by either party of notice of termination of this Agreement: (a) Cisco may cease all further deliveries due against existing orders; (b) Cisco may accelerate all outstanding invoices immediately to become due and may require payment by certified or cashier’s check; (c) subject to sub-section 24.8, “Survival”, all rights and licenses of Integrator hereunder shall terminate, including any right to provide or Resell Services, except that Integrator may continue to use Products and Services purchased for Internal Use, and distribute, in accordance with normal business practices and the terms and conditions of this Agreement, Products

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

received from Cisco prior to the date of expiration or termination; and (d) Integrator shall no longer identify itself or hold itself out as being an authorized re-seller of Products except for the limited purpose described in this sentence.

14.7 Upon termination or expiration of this Agreement, Integrator shall immediately return to Cisco all Confidential Information and data (including all copies thereof) then in Integrator’s possession or custody or control including, without limitation:

14.7.1 All technical materials and business plans supplied by Cisco;

14.7.2 All manuals and agreements covering Products and Services; and

14.7.3 Any customer or prospect lists provided by Cisco.

14.8 IN THE EVENT OF TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR ANY REASON, INTEGRATOR SHALL HAVE NO RIGHTS TO DAMAGES OR INDEMNIFICATION OF ANY NATURE RELATED TO SUCH TERMINATION OR EXPIRATION (BUT NOT LIMITING ANY CLAIM FOR DAMAGES IT MIGHT HAVE ON ACCOUNT OF CISCO’S BREACH OF THIS AGREEMENT, EVEN IF THE BREACH GAVE RISE TO TERMINATION, SUCH LIABILITY BEING GOVERNED BY AND SUBJECT TO THE LIMITATIONS SET FORTH ELSEWHERE IN THIS AGREEMENT), SPECIFICALLY INCLUDING NO RIGHTS TO DAMAGES OR INDEMNIFICATION FOR COMMERCIAL SEVERANCE PAY, WHETHER BY WAY OF LOSS OF FUTURE REVENUES OR PROFITS, EXPENDITURES FOR PROMOTION OF THE CISCO PRODUCTS, OR OTHER COMMITMENTS IN CONNECTION WITH THE BUSINESS AND GOOD WILL OF INTEGRATOR OR INDEMNITIES FOR ANY TERMINATION OR EXPIRATION OF A BUSINESS RELATIONSHIP.

15.0 SUPPORT.

Integrator shall provide all warranty support to End Users as required in the provisions of Exhibit C titled “Warranty Service,” provided that Integrator may obtain technical assistance from Cisco in connection with its provision of warranty support. In addition, Integrator shall make available all support offerings identified in Exhibit C.

16.0 AUDIT.

[***]

17.0 USE, EXPORT, RE-EXPORT, & TRANSFER CONTROLS.

Integrator hereby acknowledges that the Products, Services, and technology or direct products thereof (“Products and Technology”), supplied by Cisco under this Agreement are subject to export controls under the laws and regulations of the United States (U.S.). Integrator shall comply with such laws and regulations governing use, export, re-export, and transfer of Cisco Products and Technology and will obtain all required U.S. and local authorizations, permits, or licenses. Cisco and Integrator each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations or licenses, and to take timely action to obtain all required support documents. Integrator agrees to maintain full, true, and accurate records of exports, re-exports, and transfers of the Products and Technology, purchased and deployed or distributed, according to U.S. and local laws for a minimum of 5 years following exportation. Integrator acknowledges that detailed information

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

regarding compliance with U.S. use, export, re-export, and transfer laws may be found at:

http://www.cisco.com/wwl/export/compliance_provision.html.

18.0 FORCE MAJEURE.

Except for the obligation to pay monies due and owing, neither party shall be liable for any delay or failure in performance due to events outside the defaulting party’s reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, actions of governmental entities, riots, war, fire, epidemics, or delays of common carriers or other circumstances beyond its reasonable control. The obligations and rights of the excused party shall be extended on a day to day basis for the time period equal to the period of the excusable delay.

19.0 PRODUCT CHANGES.

Modifications which do not affect the compliance of a Product with the terms of this Agreement or which Cisco deems necessary to comply with specifications, changed safety standards or governmental regulations, to make the Product non-infringing with respect to any patent, copyright or other proprietary interest, or to otherwise improve the Product may be made at any time by Cisco without prior notice to or consent of Integrator and such altered Product shall be deemed fully conforming.. Cisco shall use commercially reasonable efforts to provide at least thirty (30) days prior notice of the discontinuance of any Product. Such notice may be provided by electronic posting on CCO.

20.0 COMPLIANCE WITH LAWS.

20.1 Integrator shall obtain all licenses, permits and approvals required by any government, including any recycling or take-back programs applicable to packaging or Products, and shall comply with all applicable laws, rules, policies and procedures including requirements applicable to the use of Products under telecommunications and other laws and regulations, of any government or other competent authority where the Products are to be sold or used (collectively “Applicable Laws”).

20.2 Integrator will indemnify and hold harmless Cisco for any violation or alleged violation of any Applicable Laws.

20.3 Integrator hereby represents and warrants that: (a) it shall comply with all Applicable Laws; (b) this Agreement and each of its terms are in full conformance and in compliance with such laws; and (c) it shall not act in any fashion or take any action or permit or authorize any action which will render Cisco liable for a violation of the U.S. Foreign Corrupt Practices Act, which prohibits the offering, giving or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party or instrumentality thereof in order to assist it or Cisco in obtaining or retaining business and (i) it will not violate or cause Cisco to violate such act in connection with the sale or distribution of Cisco Products and/or services; and (ii) if Integrator is a non-governmental entity, it will notify Cisco in writing if any of its owners, partners, principals, and officers are or become during the term of this Agreement officials, officers or representatives of any non-United States government or political party or candidate for political office outside the United States and are responsible for a decision regarding obtaining or retaining business for Cisco Products by such government.

20.4 Integrator shall use its best efforts to regularly and continuously inform Cisco of any requirements of laws, statutes, ordinances, governmental authorities directly or indirectly affecting this Agreement, the sale, use and distribution of Products, or Cisco’s trade name, trademarks or other commercial, industrial or intellectual property interests, including, but not limited to, certification of the Products from the proper authorities in the Territory.

21.0 [***]

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

[***]

22.0 [***]

23.0 NOTICES.

Except where this Agreement provides that notices may be provided by posing on CCO, all notices required or permitted under this Agreement will be in writing and will be deemed given: (a) when delivered personally; (b) when sent by confirmed facsimile or electronic mail (in the case of Cisco to “contract-notice@cisco.com”, and in the case of Integrator to                  ) (provided that the original document is placed in air mail/air courier or delivered personally, within seven days of the facsimile electronic notice); (c) three (3) days after having been sent by registered or certified mail, return receipt requested, postage prepaid (or six (6) days for international mail); or (d) one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery). All communications will be sent to the addresses set forth on the cover sheet of this Agreement or such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph.

24.0 GENERAL.

24.1 CHOICE OF LAW. The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of California, United States of America, as if performed wholly within the state and without giving effect to the principles of conflicts of law, and the State and federal courts of California shall have jurisdiction over any claim arising hereunder. Notwithstanding the foregoing, either party may seek interim injunctive relief in any court of appropriate jurisdiction with respect to any alleged breach of such party’s proprietary rights. The parties specifically disclaim the application of the UN Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement.

24.2 NO WAIVER. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of such right or any other right under this Agreement.

24.3 ASSIGNMENT. Neither this Agreement nor any rights under this Agreement, other than the right to receive monies due or to become due, shall be assigned or otherwise transferred by Integrator (by operation of law or otherwise) without the prior written consent of Cisco. Cisco shall have the right to assign all or part of this Agreement without Integrator’s approval. This Agreement shall bind and inure to the benefit of the successors and permitted assigns of the parties.

24.4 SEVERABILITY. In the event that any of the terms of this Agreement become or are declared to be illegal or otherwise unenforceable by any court of competent jurisdiction, such term(s) shall be null and void and shall be deemed deleted from this Agreement. All remaining terms of this Agreement shall remain in full force and effect. Notwithstanding the foregoing, if this paragraph becomes applicable and, as a result, the value of this Agreement is materially impaired for either party, as determined by such party in its sole discretion, then the affected party may terminate this Agreement by written notice to the other.

24.5 ATTORNEYS’ FEES. In any suit or proceeding relating to this Agreement the prevailing party will have the right to recover from the other its costs and reasonable fees and expenses of attorneys, accountants, and other professionals incurred in connection with

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the suit or proceeding, including costs, fees and expenses upon appeal, separately from and in addition to any other amount included in such judgement. This provision is intended to be severable from the other provisions of this Agreement, and shall survive and not be merged into any such judgement.

24.6 NO AGENCY. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. No employee of either party shall be or become, or shall be deemed to be or become, an employee of the other party by virtue of the existence or implementation of this Agreement. Each party hereto is an independent contractor. Neither party has the right or authority to, and shall not, assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

24.7 URL. Integrator hereby confirms that it has the ability to access, has accessed and has read, the information made available by Cisco at all of the world wide web sites/URLs/addresses/pages referred to anywhere throughout this Agreement (including any of the Exhibits hereto). Integrator acknowledges that Cisco may modify any URL address or terminate the availability of any information at any address without notice to Integrator.

24.8 SURVIVAL. Sections 9.0, 10.0, 12.0, 13.0, 14.0, 16.0, 17.0, 18.0, 20.0, 21.0, 22.0, 24.0 and the license to use the Software set out in Section 9 and Exhibit S (subject to the termination provisions set forth in Exhibit S) shall survive the termination of this Agreement.

24.9 HEADINGS. Headings of sections have been added only for convenience and shall not be deemed part of this agreement.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT A

INTEGRATOR PROFILE

Integrator’s assigned sales Territory:

United States, excluding Puerto Rico.

Vertical markets addressed by Integrator’s Added Value:

[***]

Integrator’s Added Value:

[***]

Integrator’s Volume Requirement:

During first [***] ([***]) months of this Agreement, Integrator will purchase at least [***] dollars ($[***]) of Cisco Products and Services.

Integrator’s Certification Requirement:

As of the Effective Date, and throughout the term of this Agreement, Integrator will maintain at least [***] in the Territory.

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EXHIBIT B

DISCOUNT SCHEDULE

1.                  Certification Incentive

Cisco Premier, Silver and Gold Certified Partner Programs are designed to recognize and reward Partners who achieve the highest expertise in selling, designing, supporting, and servicing Cisco solutions. Certified Partners have completed comprehensive training that ensures a consistently high level of Product knowledge, technical expertise and service capabilities. Integrator’s discount will be set based on the certification level Integrator has been awarded at the time it submits a particular purchase order for Products. Attainment of certification levels is governed by the requirements of Cisco’s Channel Partner Program. Effective July 2, 2001, these requirements will be changed as part of the new Channel Partner Program. The new and old requirements for each certification level are provided in the URLs identified in the following table:

Program	Version	URL
Gold	Old	www.cisco.com/warp/public/765/partner_programs/certification/old/gold/requirements.shtml
	New	www.cisco.com/warp/public/765/partner_programs/certification/gold/requirements.shtml
Silver	Old	www.cisco.com/warp/public/765/partner_programs/certification/old/silver/requirements.shtml
	New	www.cisco.com/warp/public/765/partner_programs/certification/silver/requirements.shtml
Premier	Old	www.cisco.com/warp/public/765/partner_programs/certification/old/premier/requirements.shtml
	New	www.cisco.com/warp/public/765/partner_programs/certification/premier/requirements.shtml

Partner must comply with the requirements of a particular Program as outlined in the information provided at the associated URL in order to achieve and retain all program benefits, including any associated increase in discount.

Integrator’s participation in a particular certification Program may be subject to additional requirements, including compliance with Program audit requirements. Certification requires the submission of an electronic application. The application and program transition guidelines are available at:

www.cisco.com/go/channelprograms/

Certifications are granted by country, and discount points attributable to certification will be provided based on the country specified in point of sale information provided by Integrator at time of order. Cisco may designate larger geographical areas in which certifications are effective. Such multi-national areas will be identified by Cisco to Integrator at

www.cisco.com/go/channelprograms/

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.                  Discount Matrices

Discounts for Products will be as follows:

Integrator’s Certification Level	Integrator’s Discount (percentage off of Cisco’s then-current Global Price List list price)
Gold	[***] percent
Silver	[***] percent
Premiere	[***] percent

Note: Cisco reserves the right to introduce future Product families at different discounts. Cisco will notify Integrator in writing (including by posting on CCO) at least thirty (30) days prior to the introduction of such a new family of Products.

3.            Internet Commerce/Point of Sale Reporting

Integrator will submit electronically complete Point of Sale information with each of its Resales of Products under this Agreement.

POS information is submitted electronically when Integrator uses IC or EDI (Electronic Data Interchange) technology in a format agreed in advance with Cisco to submit orders electronically.

POS information must include the following:

A. Integrator’s Purchase Order number.

B. Cisco’s Product name and number.

C. End User (name of business or organization), ship-to and bill-to address (country, state or province (US and Canada only), zip or postal code), phone number.

Cisco shall have the right to verify all POS information provided; Integrator shall provide Cisco with reasonable proof (shippers’ documentation, invoices, etc.) confirming the information on Cisco’s written request.

In the event Integrator does not provide POS information at the time of order entry, Integrator shall prepare such information in an electronic format as specified by Cisco and forward such POS information to Cisco within seven (7) days following the submission of an Order. The information shall include all that which is set forth above under “IC/POS”. Cisco shall have the right to verify the information in such reports and shall be provided with reasonable proof (shippers’ documentation, invoices, etc.) confirming the information on request.

Such reports shall be sent to the following e-mail address: us1_tier_pos@cisco.com

or such other address as Cisco may specify.

4.            Internal Use Discount

Integrator may purchase Products for Internal Use at a discount of [***] percent off of Cisco’s then current list prices for such Products.

5.            Demonstration/Evaluation/Lab Product Discount

To assist Integrator in its sales and marketing efforts, Integrator shall be entitled to a discount of [***] percent ([***]%) for its purchases of demonstration, evaluation, and lab equipment. This discount may be applied to a maximum total value of Cisco Products as follows:

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Integrator’s Certification Level	Maximum total value of Cisco Products*/ Integrator may purchase using 45 percent demonstration/evaluation/lab discount
Gold	$[***] in any [***]-month period.
Silver	$[***] in any [***]-month period.
Premier	$[***] in any [***]-month period.

^*/ Based on purchase price paid by Integrator to Cisco.

Integrator agrees to use such Products solely for demonstration/evaluation (non-production) purposes and any software received with or for such Products may not be distributed further, and software for such Products is licensed to Integrator solely for use for demonstration and evaluation purposes.

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EXHIBIT C

SUPPORT EXHIBIT

[SVC-10012G Release Date: 11/07/01]

CISCO BRAND SERVICES RESALE EXHIBIT

This Support Exhibit (“Exhibit”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit; provided, that to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit shall take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein.

1. DEFINITIONS.

1.1. “Bug Fix” means an error correction, patch or workaround for the Software which Cisco provides to Distributor.

1.2. “CCO” means Cisco Connection Online, Cisco’s online information web server.

1.3. “Equipment Schedule” means the approved Cisco-provided list of Product covered under each End User’s Support Agreement, where applicable.

1.4. “First Call” means the initial call made by the End User when requesting assistance with Product.

1.5. “Other Product” means Product which an End User acquired from sources other than Integrator.

1.6. “Services” mean the Cisco brand services listed in Attachment 1 which are available for resell to End User.

1.7. “Support Agreement” means the then-current agreement for the Services.

2. SCOPE The support hereunder is intended for Integrators which do not support End Users under their own brand of service. Integrator, in lieu of providing service directly, will resell Cisco brand Services to be delivered directly by Cisco to the End User as described herein.

3. CISCO RIGHTS AND OBLIGATIONS. For each End User to which Integrator resells Cisco brand services, Cisco will provide, in accordance with the following terms and conditions, Services directly to Integrator’s End User as described herein.

3.1. CCO Access. Cisco will provide an appropriate level of partner access to CCO. This system provides Integrator with technical and general information on Products.

3.2. Warranty. For the duration of the Cisco warranty period, Cisco will provide Bug Fixes and Hardware replacement service to Integrator as follows:

3.2.1. Bug Fixes.

3.2.1.1. When required, Cisco will provide new Software to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

3.2.1.2. Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End Users provided the End User is currently licensed to use the Software.

3.2.2. Hardware Support. Cisco will replace Product in accordance with the warranty terms set forth in the published Product warranty provided with the original Product.

3.3. Resale of Services.

3.3.1. Service Availability. Cisco will make the Services listed in Attachment 1 to this Exhibit available to Integrator to resale to Integrator’s End Users. Services are subject to the availability limitations specified in Attachment 1.

3.3.2. Resale Options. Cisco provides two means of reselling Cisco brand services to End Users, a partner managed option and a pass through option as described below.

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3.3.2.1. Partner Managed. Under this option, Integrator may take the First Call from the End User and may open a case with Cisco on behalf of the End User using End User’s Support Agreement number. At all times the End User has the option of calling Cisco directly for support. In addition, Integrator may request email notification whereby Cisco notifies Integrator of End User activity with Cisco.

3.3.2.2. Pass Through. Under this option, all interaction is solely between Cisco and the End User. The End User calls and open cases directly with Cisco.

3.3.2.3. Option Selection. Integrator must choose either the partner managed or pass through option on the Cisco Support Resale Form (Attachment 2). If Integrator does not select an option, Cisco will assume the pass through option applies.

3.4. Support Agreements. Support will be provided to End Users pursuant to a Support Agreement between Cisco and End User. The Support Agreements to be used are provided by Cisco. Notwithstanding anything to the contrary, nothing in this Exhibit shall require Cisco to execute a Support Agreement with an End User.

3.4.1. Prior to commencing Services for an End User, Cisco must receive the documents specified in Section 4.1.2 of this Exhibit whereupon Cisco will:

3.4.1.1. Validate Product model and serial numbers.

3.4.1.2. Confirm by executing and returning the Support Agreement, and providing an Equipment Schedule (excluding charges) and the Support Agreement number to the End User.

3.4.1.3. Provide a copy of the Equipment Schedule (including charges) and Support Agreement number to Integrator.

4. INTEGRATOR RIGHTS AND OBLIGATIONS.

4.1. Resale of Services. Subject to the terms and conditions of this Exhibit, Integrator is authorized on a non-exclusive basis to resell the Services to End Users, according to the following process:

4.1.1. Integrator resells the Services to an End User, providing the End User with a copy of the relevant Support Agreement for review and signature. Integrator may not make any modification(s) to the Support Agreement.

4.1.2. Cisco requires the following documents from Integrator prior to commencing Services to End Users:

4.1.2.1. Completion and submission of a Resale Form (Attachment 2 to this Exhibit).

4.1.2.2. Signed Support Agreement by the End User sent to the following address:

Cisco Systems, Inc.

Service Business Operations (Contracts)/Customer Advocacy

170 West Tasman Drive

San Jose, CA 95134

4.1.2.3. Valid purchase order for the applicable service price from Integrator.

4.1.2.4. Completed Letter of Assurance, a copy of which is provided with the Support Agreement when applicable.

4.1.2.5. Integrator’s submission of incomplete or incorrect documents, including unauthorized modifications to a Support Agreement, will delay execution and return of the Support Agreement.

4.1.3. Renewal of Support Agreements. The End User’s Support Agreement will be renewed according to whether the pass through or the partner managed option has been selected by Integrator as follows:

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4.1.3.1. Partner Managed. Under the partner managed option, Cisco renews the Support Agreement through Integrator. Forty five (45) days prior to renewing the Equipment Schedule to the Support Agreement, Cisco will send a renewal notice to Integrator. Upon receipt of Cisco’s notice of renewal of the Equipment Schedule for the End User, Integrator will forward to Cisco either (i) the completed renewal with purchase order or (ii) notice of cancellation. If renewal or notice of cancellation is not received by Cisco by the renewal date of the Equipment Schedule, Cisco reserves the right to renew directly with the End User.

4.1.3.2. Pass Through. Under the pass through option, Cisco will renew all Support Agreements directly with the End User. Integrator is not involved in the renewal of Service delivered through the pass through option.

4.1.4. Responsibilities under Partner Managed Option.

4.1.4.1. All calls opened by Integrator on behalf of the End User shall be handled and escalated in accordance with the Cisco’s Problem Prioritization and Escalation Guideline (Appendix A).

4.1.4.2. Equipment Schedule.

4.1.4.2.1. For all Services, Product covered under an End User’s Support Agreement is listed in the Equipment Schedule(s).

4.1.4.2.2. Integrator must provide thirty (30) days notice of requested addition(s) to the Equipment Schedule. In addition, thirty (30) days notice is required for Product relocations and service level/Product configuration changes, where applicable. For Product on the Equipment Schedule which End User has moved to a new location, Integrator will notify Cisco in writing (i.e., facsimile, electronic mail or using CCO).

4.1.4.2.3. The Equipment Schedule may be revised for new Product, service level upgrades and Product configuration changes by Integrator’s purchase order requesting such revisions and Cisco’s acceptance thereof (based on availability). For changes, Cisco will charge the pro-rated difference from when the change is requested to the end of the impacted Equipment Schedule’s term.

4.2. Warranty Service.

4.2.1. Integrator shall provide to its End Users, at no charge, all warranty service for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. Warranty shall commence upon shipment to the End User. Warranty service consists of the following Software and Hardware replacement services:

4.2.1.1. Integrator will distribute Bug Fixes to the End User during the warranty period.

4.2.1.2. Integrator will meet the replacement obligations as set forth in the then-current published Product warranty applicable to the particular Product sold to the End User.

4.2.2. Returns Coordination. For Product returned to Cisco for replacement under warranty, Integrator will comply with the following:

4.2.2.1. Coordinate the return of all failed parts, freight and insurance prepaid, to the Cisco designated location. For Product that has been advance replaced pursuant to the Product warranty terms, Integrator shall return failed/defective Product within ten (10) days of receipt of the replacement Product; otherwise, Product will be invoiced to Integrator at the then current list price.

4.2.2.2. Comply with the following RMA procedure:

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

4.2.2.2.1. Ensure all Products are properly packaged prior to being shipped, and will include a written description of the failure and specification of any changes or alterations made to the Product. Product returned to Cisco will conform in quantity and serial number to the RMA request.

4.2.2.2.2. Tag each Product returned with the RMA transaction number and a brief description of the problem.

4.3. Unsupported End User List. Integrator must provide information on all End Users who have purchased Product from Integrator without also purchasing Services. Each quarter, Cisco will provide a report identifying the model types and serial numbers of Product purchased by Integrator for which the following information is required: End User name, address and phone number. Integrator will complete and return this information to Cisco no later than twenty (20) business days from the date the report is provided to Integrator.

5. PRICE AND PAYMENT TERMS.

5.1. Discount for Initial Term. For the initial term of the Equipment Schedule(s) to the Support Agreement, the price of Services to Integrator is the then-current service list price less the applicable discount based on Integrator’s penetration rate calculated as follows:

5.1.1. Determination of Service Penetration Rate. Service penetration rate is calculated by Integrator’s total number of Products covered by Cisco brand services (per Attachment 1) as a percentage of the total number of Products purchased over a period of twelve (12) months, starting from fourteen (14) months prior to the Effective Date of the Agreement.

Penetration Rate	Discount
0% - 35%	[***]%
36% - 55%	[***]%
56% - 74%	[***]%
75%+	[***]%

5.1.2. Integrator’s resale discount is listed in Attachment 3 to this Exhibit. Cisco will review Integrator’s actual service sales penetration at six month intervals and reserves the right to adjust Integrator’s resale discount at the time of review.

5.1.3. Integrator must have purchased Product for a minimum of twelve months in order to determine the penetration rate. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be [***] percent ([***]%).

5.1.4. Integrator’s discount on Services shall be determined by calculating the rate of Services penetration solely on Product purchased by Integrator under this Agreement.

5.2. Upon renewal of the Equipment Schedule(s), the discount will be as follows: Under the partner-managed resale option, the discount shall be the corresponding discount associated with the Penetration Rate. Under the pass through option, Integrator will not receive a discount as Cisco renews directly with End User.

5.3. The discounts listed above do not apply when Integrator resells Cisco brand services for Other Product. Integrator discount for Other Product shall be [***] percent ([***]%).

5.4. All Services are invoiced annually in advance, payable thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed to in the Agreement.

5.5. All prices in the Equipment Schedule(s) are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. In addition, the following items will be billed to Integrator: time and material fees and Product list price of replaced Product not returned pursuant to the terms of End User’s Support Agreement.

5.6. This Agreement may be terminated by Cisco and/or Cisco may suspend its performance immediately upon Notice if (i) Integrator does not provide the Unsupported End User List pursuant to Section 4.3 within thirty (30) days after the end of the previous quarter and

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after Notice from Cisco or (ii) Integrator fails to pay for the Services when due and fails to make such payment within fifteen (15) days after Notice from Cisco of such past due payment. Notwithstanding the above, Cisco shall have the right to seek payment for Services directly from the End User in the event Integrator does not remit payment to Cisco pursuant to the payment terms.

5.7. Integrator is free to determine its resale prices unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

5.8. Support for Other Product. Integrator may support Other Product under the following conditions: Integrator provides Cisco (i) a request to support Other Product and (ii) a letter from the End User including a request for Service from the Integrator and a list of the Product(s) and serial number(s) to be supported.

6. GENERAL.

6.1. Entitlement. Integrator acknowledges that an End User is entitled to receive support services only on Product for which Integrator has paid the applicable support fees. Integrator agrees to assist Cisco with enforcement of End User entitlement as necessary.

6.2. Disclosure of Contract Information. Integrator acknowledges and agrees that in no event shall any of the information contained in this Exhibit or Integrator’s Agreement number be disclosed to any third party.

6.3. Representations and Warranties. Integrator shall not make any representations or warranties on behalf of Cisco, except as expressly authorized herein or as expressly authorized by Cisco in writing. Neither Integrator nor Cisco will make any obligation to End Users on behalf of the other, nor commit the resources of the other to End Users.

6.4. Independent Contractors. The relationship of Cisco and Integrator established by this Exhibit is that of independent contractors, and nothing contained in this Exhibit shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as joint venturers, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under this Agreement. Integrator shall be solely responsible for, and shall indemnify and hold Cisco free and harmless from, any and all claims, damages or lawsuits (including Cisco’s attorneys’ fees) arising out of the acts of Integrator, its employees or its agents.

6.5. Indemnification. Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorney’s fees, resulting from any claim made by End User against Cisco hereunder under claim of a third party beneficiary or otherwise. This shall not limit Cisco’s obligations, subject to the terms and conditions of this Agreement, to provide the Services described herein.

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ATTACHMENT 1 to EXHIBIT C

SERVICES AVAILABILITY

Service	Availability
SMARTnet 8x5xNext Business Day (“NBD”)	Available in the U.S., Canada, Australia, European Union, Switzerland, Norway
SMARTnet 8x5x41	Available in the U.S., Canada and Australia
SMARTnet 24x7x41	Available in the U.S., Canada and Australia
SMARTnet Onsite 8x5xNBD	Available in the U.S., Canada and Australia
SMARTnet Onsite 8x5x41,2	Available in the U.S., Canada and Australia
SMARTnet Onsite 24x7x41,2	Available in the U.S., Canada and Australia
Software Application Services (“SAS”) Software Application Services with Updates (“SASU”)	Available in the U.S., Canada, Australia, European Union, Switzerland, Norway

A current list of Services is provided above. List may be updated from

time to time. Current information is available upon request.

1.    Availability is restricted to within one hundred (100) miles of a parts depot.

2.    Availability is restricted to within fifty (50) miles of an authorized service location.

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ATTACHMENT 2 to EXHIBIT C

CISCO SUPPORT RESALE FORM

This form MUST be completed by Integrator for each order to resell Cisco brand Services to End Users.

Completion of this form will ensure:

● Integrators receive the appropriate discounts.

● Integrator’s End Users receive the entitled level of service and support.

● Partner Notification e-mail is set up for Integrator.

STEP 1 - Select Resale Option

☐ Pass-through Option:	Cisco delivers support, Cisco renews direct with End User.
☐ Partner Managed Option:	Cisco delivers support, Integrator manages renewal, Integrator first call optiona Partner Notification optional.

STEP 2 - Complete Integrator billing information.  (required for both resale options)

INTEGRATOR: Name and Billing Address (as they appear on Purchase Order):  ☐ Same as Sales

Order Bill-to

Name:

Address:

City/State:

Country:

Postal Code:

Contact/

Phone No.:

Channel Certification Level:

PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS (for Partner Managed Option)

Address or Alias:                                                         (i.e. Integrator_TAC@Integrator.com)

Required if you would like to receive automatic notification of End User activity with Cisco on this Support Agreement.

Step 3 - Complete End User billing information (required for pass-through option only)

END USER: Name and Billing Address (as they appear on Purchase Order) :      ☐ Same as Sales

Order Ship-to

Name:

Address:

City/State:

Country:

Postal Code:

Contact/Phone No.:

STEP 4 - Complete Coverage Type, site details and existing contract information (required for both resale options)

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   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

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Additional Sites Worksheet

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:	End User Existing Support Agreement Number:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 3 to EXHIBIT C

CISCO BRAND SERVICES RESALE DISCOUNT

Integrator’s discount:     [***]                    

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APPENDIX A

CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINE

To ensure that all problems are reported in a standard format, Cisco has established the following problem priority definitions. These definitions will assist Cisco in allocating the appropriate resources to resolve problems. Integrator must assign a priority to all problems submitted to Cisco.

PROBLEM PRIORITY DEFINITIONS:

Priority 1 :	An existing network is down or there is a critical impact to the End User’s business operation. Cisco, Integrator and End User will commit full-time resources to resolve the situation.
Priority 2 :	Operation of an existing network is severely degraded, or significant aspects of the End User’s business operation are being negatively impacted by unacceptable network performance. Cisco, Integrator and End User will commit full-time resources during Standard Business Hours to resolve the situation.
Priority 3 :	Operational performance of the network is impaired while most business operations remain functional. Cisco, Integrator and End User are willing to commit resources during Standard Business Hours to restore service to satisfactory levels.
Priority 4 :	Information or assistance is required on Cisco product capabilities, installation, or configuration. There is clearly little or no impact to the End User’s business operation. Cisco, Integrator and End User are willing to provide resources during Standard Business Hours to provide information or assistance as requested.

Cisco encourages Integrator to reference this guide when Integrator-initiated escalation is required. If Integrator does not feel that adequate forward progress or the quality of Cisco service is satisfactory, Cisco encourages Integrator to escalate the problem ownership to the appropriate level of Cisco management by asking for the TAC Duty Manager.

CISCO ESCALATION GUIDELINE:

Elapsed Time	Priority 1	Priority 2	Priority 3	Priority 4
1-Hour	Customer Engineering Manager
4-Hour	Technical Support Director	Customer Engineering Manager
24-Hour	Vice President Customer Advocacy	Technical Support Director
48-Hour	President (CEO)	Vice President Customer Advocacy
72-Hour			Customer Engineering Manager
96-Hour		President (CEO)	Technical Support Director	Customer Engineering Manager

Note:

Priority 1 problem escalation times are measured in calendar hours 24 hours per day, 7 days per week. Priority 2, 3 and 4 escalation times correspond with Standard Business Hours.

The Cisco Manager to which the problem is escalated will take ownership of the problem and provide the Integrator with updates. Cisco recommends that Integrator-initiated escalation begin at the Customer Engineering Manager level and proceed upward using the escalation guideline shown above for reference. This will allow those most closely associated with the support resources to correct any service problems quickly.

ACCESSING TAC:

North America, South America:	+1-800-553-2447 (within the United States)
	+1-408-526-7209
Europe, Middle East, Africa:	+32-2-778-4242
Asia Pacific:	+1-800-805-227 (within Australia)
	+61-2-9935-4107

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EXHIBIT D

NETWORKED COMMERCE ATTACHMENT

This Networked Commerce Attachment (“Attachment”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Attachment; provided, that to the extent that there is conflict between the Agreement and this Attachment, the terms of this Attachment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

1. Integrator may enroll in Cisco’s Marketplace Internetworking Product Center (the “Program”) by returning the form set forth in Attachment 1 indicating the users of Integrator who are authorized to submit electronic orders on behalf of Integrator (“Authorized Users”). Upon execution of the Agreement by Cisco and Integrator, Cisco will entitle those users to submit electronic orders. The Program allows direct Integrators and partners to configure, price, and route orders and then submit them electronically.

2. Integrator agrees that the person using the Program address/password is an Authorized User and has the capacity and authority to place orders for Cisco Products and services on behalf of Integrator, and Program password security is the responsibility of Integrator. Cisco and Integrator agree that an order placed through the Program is the equivalent of a signed purchase order.

3. Integrator shall have the right to change, add or delete Authorized Users upon written notification, with verification of receipt, to Cisco. Cisco agrees to implement such changes, additions or deletions within twenty-four (24) hours of receipt of such written notification.

4. Integrator’s participation in the Program may be terminated by Cisco, with or without cause, upon fifteen (15) days written notice to Integrator.

5. Cisco reserves the right to accept or decline any purchase order submitted via the Program.

6. Integrator agrees that a Cisco invoice may be the only documentation provided by Cisco for purchase and payment of Cisco’s Products and services ordered via the Program.

7. The parties agree that Cisco shall not be liable for any incidental, consequential or special damages arising from, or as a result of, the electronic transmission of orders or other information even if Cisco has been advised of the possibility of such damages.

8. Integrator agrees to waive any future challenge to the validity and enforceability of any order submitted via the Program on the grounds that it was electronically transmitted and authorized.

9. Integrator is responsible for all costs and charges, including without limitation, phone charges and telecommunications equipment, incurred in order to use the Program.

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EXHIBIT D

ATTACHMENT 1

NETWORKED COMMERCE AGENTS ENROLLMENT ATTACHMENT

INTEGRATOR AUTHORIZED USER FORM

Please indicate the names of the users of Integrator who are authorized to submit electronic orders on behalf of Integrator (i.e. Authorized Users) under the Program. If there are any special circumstances or restrictions that apply to an Authorized User, please indicate in the area provide at the bottom of the page.

NAME (FIRST & LAST) JOB TITLE USER ID

Special Instructions/Restrictions:

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EXHIBIT F

SPECIAL LICENSE TERMS

DEFINITIONS APPLICABLE TO ALL SPECIAL LICENSES

Service Provider means an entity which has acquired Cisco’s Products in order to create and provide Network Services to End Users.

Network Services include the following services: access to the Internet and data transmission and value-added telecommunications services related to such transmission, including managed network services whereby Service Provider manages network elements belonging to or located at the premises of End Users in conjunction with telecommunications services to End Users by Service Provider.

CISCO NAM SOFTWARE

1.0 DEFINITIONS

Central NAM Software means a software system that is configured to handle initial route requests from the Integrator network. Central NAM Software is capable of handling a variety of initial routing requests to completion, and uses scripting logic to return a network label to the Integrator network. This label instructs the network on where to deliver the call. The Central NAM Software also forwards some route requests to dedicated CICM Software.

Central Site Software means the Software known as the Central NAM Software and CICM Software which must be centrally located at Integrator’s site in order to provide call center services to Integrator’s End Users.

CICM Software means the Software known as the Customer Intelligent Contact Management (“CICM”) Software which are installed at Integrator’s central site, dedicated to a specific End User and connected to Remote Site Software.

CISCO NAM Software means Software, which Cisco designates as the Network Applications Management (“NAM”) Software and associated tools and utilities.

Remote Site Software(s) means that portion of the CISCO NAM Software that must be installed at an End User site in order for such End User to receive call center services from the Integrator or which is installed centrally at Integrator’s central site and End User has access to same. Remote Site Software means the Software known as the CISCO Peripheral Gateway, CISCO AdminWorkstation, CISCO Gateway Partitioning and other CISCO Software deployed to a specific Customer and a specific CICM Software instance.

2.0 LICENSE RESTRICTIONS

2.1 If CISCO NAM Software is licensed to a Service Provider by an Integrator, Integrator may grant Service Provider the non-exclusive, non-transferable license to distribute Remote Site Software in the Territory to its End Users subject to these Special License Terms on a temporary basis while Service Provider is providing call center services via the CISCO NAM Software to such End User. Service Provider’s license to such End User must be via a Sublicense between Service Provider and End User where this Sublicense meets the requirements set forth in the Agreement to which this Exhibit is attached. Integrator shall ensure that Service Provider is bound and will abide by the Special License Terms for CISCO NAM Software.

2.2 CISCO NAM Software may be used internally in Integrator’s organization and may be used as a component of a service offering to third parties.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.3 Integrator may only distribute and grant access to Remote Site Software via a Sublicense to End Users who may use this Software only during the period where an Integrator is providing call center services to the End User via the Software.

2.4 Once call center services between Integrator and End User have ceased, End User will cease using and return the Remote Site Software to Integrator. Once returned, Integrator may redeploy the CICM Software and redeploy Remote Site Software which were dedicated to that former End User to another End User subject to Cisco’s then-current redeployment policies and fees.

2.5 If Integrator has purchased Advanced Services Customer Program Licenses, then Integrator may only deploy the total number of Advanced Services Customers listed on the Order. Each Advanced Services Customer must be entered as a customer in the CICM configuration and correspond to an entry in the Customer Definition Table for the CICM instance in which that Customer is defined. Each Advanced Services Customer entry in a Customer Definition Table (Central NAM or CICM Software) must have an Advanced Services Customer Program License.

2.6 If Integrator has purchased a CICM Software license, then Integrator may install a single instance of the CICM application under this license. A CICM instance has an independent CICM database, its own set of Windows NT registry configuration entries, and its own set of TCP/IP service ports for communication with other CICM system components. Each such instance is an independent CICM for purposes of the license grant, whether there is a single CICM instance or multiple CICM instances installed on the underlying hardware.

2.7 The End User’s license to use the Software(s) shall terminate by (1) End User’s breach of the terms and conditions of the Software License Agreement as modified or (2) if Integrator ceases performing call center services via the Software to End User. Once End User’s license terminates, End User shall discontinue using the Software and return any Software in its possession to Integrator.

3.0 REDEPLOYMENT POLICIES AND FEES

3.1 Integrator may only redeploy each CICM Software from supporting one End User to supporting another End User once in each twelve (12) month period with the first such redeployment period beginning upon the shipping date of such Software and ending twelve (12) months thereafter and the second such redeployment period commencing on the expiration of the first such period and so on. The redeployment fees due Cisco as the result of such redeployment shall equal [***] ([***]%) of the list price of such CICM Software at the time this redeployed Software was first ordered.

3.2 The redeployment fees due Cisco as the result of a redeployment of Remote Site Software from supporting one End User CICM Software instance to another shall equal [***] ([***]%) of the list price of such Remote Site Software at the time this redeployed Software was first ordered.

3.3 With respect to the redeployment of Remote Site Software, should this software be redeployed by connecting it to a different type of target platform, Cisco will charge Integrator a license conversion fee equal to [***] ([***]%) of the list price of the Software connecting to the new target platform at the time the licenses are converted. Furthermore, should this software be redeployed by connecting it to a new target platform and there is a difference between the list price of the Software connecting to the existing platform at the time this Software was first ordered and the list price of the Software connecting to the new target platform at the time of conversion and the list price for the Software connecting to the new target platform is greater, Integrator will pay Cisco the difference between these two prices after applying Integrator’s current discount for the Software. No credit will be given to Integrator should the list price for the Software

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

connecting to the new target platform be less than the list price for the Software connecting to the existing platform.

3.4 The redeployment and conversion fees specified herein do not include any charges or expenses for any services Cisco performs at the request of Integrator in relation to the redeployed or converted Software. Redeployment and conversion fees shall be due upon redeployment or conversion as the case may be.

3.5 Should Integrator need to inventory CICM Software and Remote Site Software because same cannot be redeployed immediately, Integrator may take these inventoried items off support; however, to reestablish support for these items, Cisco will charge Integrator a reinstatement fee equal to the support fees not paid that would have been paid if the Software had been continuously covered by support plus [***] ([***]) percent of same.

CISCO ICM SOFTWARE

CISCO ICM Software may only be used internally to Integrator’s or End User’s organization and may not be used as a component of a service offering to third parties; additionally, Integrators may distribute this ICM Software to Service Providers or End Users via a Sublicense for its internal use under the terms and conditions of the Agreement to which this Exhibit is attached.

If customer, whether an Integrator or End User, has purchased an ICM Software license, then such customer may install a single instance of the ICM application under this license. An ICM instance has an independent ICM database, its own set of Windows NT registry configuration entries, and its own set of TCP/IP service ports for communication with other ICM system components. Each such instance is an independent ICM for purposes of the license grant, whether there is a single ICM instance or multiple ICM instances installed on the underlying hardware.

CISCO CUSTOMER INTERATION SUITE SOFTWARE

The CISCO Customer Interaction Suite Software may only be used internally to Integrator’s or End User’s organization and may not be used as a component of a service offering to third parties; additionally, Integrators may distribute this Software to Service Providers or End Users via a Sublicense under the terms and conditions of the Agreement to which this Exhibit is attached.

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EXHIBIT S

END USER LICENSE AND SOFTWARE WARRANTY

Software License Agreement

PLEASE READ THIS SOFTWARE LICENSE CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING CISCO OR CISCO-SUPPLIED SOFTWARE.

BY DOWNLOADING OR INSTALLING THE SOFTWARE, OR USING THE EQUIPMENT THAT CONTAINS THIS SOFTWARE, YOU ARE CONSENTING TO BE BOUND BY THIS LICENSE. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS LICENSE, THEN (A) DO NOT DOWNLOAD, INSTALL OR USE THE SOFTWARE, AND (B) YOU MAY RETURN THE SOFTWARE FOR A FULL REFUND, OR, IF THE SOFTWARE IS SUPPLIED AS PART OF ANOTHER PRODUCT, YOU MAY RETURN THE ENTIRE PRODUCT FOR A FULL REFUND. YOUR RIGHT TO RETURN AND REFUND EXPIRES 30 DAYS AFTER PURCHASE FROM CISCO OR AN AUTHORIZED CISCO RESELLER, AND APPLIES ONLY IF YOU ARE THE ORIGINAL PURCHASER.

The following terms govern your use of the Software except to the extent a particular program (a) is the subject of a separate written agreement with Cisco or (b) includes a separate “click-on” license agreement as part of the installation and/or download process. To the extent of a conflict between the provisions of the foregoing documents, the order of precedence shall be (1) the written agreement, (2) the click-on agreement, and (3) this Software License.

License.    Subject to the terms and conditions of and except as otherwise provided in this Agreement, Cisco Systems, Inc. or the Cisco Systems, Inc. subsidiary licensing the Software, if sale is not directly by Cisco Systems, Inc. (“Cisco”), and its suppliers grant to Customer (“Customer”) a nonexclusive and nontransferable license to use the specific Cisco program modules, feature set(s) or feature(s) for which Customer has paid the required license fees (the “Software”), in object code form only. In addition, the foregoing license shall also be subject to the following limitations, as applicable:

● Unless otherwise expressly provided in the documentation, Customer shall use the Software solely as embedded in, for execution on, or (where the applicable documentation permits installation on non-Cisco equipment) for communication with Cisco equipment owned or leased by Customer;

● Customer’s use of the Software shall be limited to use on a single hardware chassis, on a single central processing unit, as applicable, or use on such greater number of chassises or central processing units as Customer may have paid Cisco the required license fee; and

● Customer’s use of the Software shall also be limited, as applicable and set forth in Customer’s purchase order or in Cisco’s product catalog, user documentation, or web site, to a maximum number of (a) seats (i.e. users with access to the installed Software), (b) concurrent users, sessions, ports, and/or issued and outstanding IP addresses, and/or (c) central processing unit cycles or instructions per second. Customer’s use of the Software shall also be limited by any other restrictions set forth in Customer’s purchase order or in Cisco’s product catalog, user documentation or web site for the Software.

NOTE:    For evaluation or beta copies for which Cisco does not charge a license fee, the above requirement to pay a license fee does not apply.

General Limitations.    Except as otherwise expressly provided under this Agreement, Customer shall have no right, and Customer specifically agrees not to:

(i) transfer, assign or sublicense its license rights to any other person, or use the Software on unauthorized or secondhand Cisco equipment, and any such attempted transfer, assignment or sublicense shall be void;

(ii) make error corrections to or otherwise modify or adapt the Software or create derivative works based upon the Software, or to permit third parties to do the same; or

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(iii) decompile, decrypt, reverse engineer, disassemble or otherwise reduce the Software to human-readable form to gain access to trade secrets or confidential information in the Software.

To the extent required by law, at Customer’s request, Cisco shall provide Customer with the interface information needed to achieve interoperability between the Software and another independently created program, on payment of Cisco’s applicable fee. Customer shall observe strict obligations of confidentiality with respect to such information.

Upgrades and Additional Copies.    For purposes of this Agreement, “Software” shall include (and the terms and conditions of this Agreement shall apply to) any upgrades, updates, bug fixes or modified versions (collectively, “Upgrades”) or backup copies of the Software licensed or provided to Customer by Cisco or an authorized distributor for which Customer has paid the applicable license fees. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT: (1) CUSTOMER HAS NO LICENSE OR RIGHT TO USE ANY SUCH ADDITIONAL COPIES OR UPGRADES UNLESS CUSTOMER, AT THE TIME OF ACQUIRING SUCH COPY OR UPGRADE, ALREADY HOLDS A VALID LICENSE TO THE ORIGINAL SOFTWARE AND HAS PAID THE APPLICABLE FEE FOR THE UPGRADE; (2) USE OF UPGRADES IS LIMITED TO CISCO EQUIPMENT FOR WHICH CUSTOMER IS THE ORIGINAL END USER PURCHASER OR LESSEE OR WHO OTHERWISE HOLDS A VALID LICENSE TO USE THE SOFTWARE WHICH IS BEING UPGRADED; AND (3) USE OF ADDITIONAL COPIES IS LIMITED TO BACKUP PURPOSES ONLY.

Proprietary Notices.    Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software. Except as expressly authorized in this Agreement, Customer shall not make any copies or duplicates or any Software without the prior written permission of Cisco. Customer may make such backup copies of the Software as may be necessary for Customer’s lawful use, provided Customer affixes to such copies all copyright, confidentiality, and proprietary notices that appear on the original.

Protection of Information.      Customer agrees that aspects of the Software and associated documentation, including the specific design and structure of individual programs, constitute trade secrets and/or copyrighted material of Cisco. Customer shall not disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of Cisco. Customer shall implement reasonable security measures to protect such trade secrets and copyrighted material. Title to Software and documentation shall remain solely with Cisco.

Term and Termination.  This License is effective until terminated. Customer may terminate this License at any time by destroying all copies of Software including any documentation. Customer’s rights under this License will terminate immediately without notice from Cisco if Customer fails to comply with any provision of this License. Upon termination, Customer must destroy all copies of Software in its possession or control.

Customer Records.    Customer grants to Cisco and its independent accountants the right to examine Customer’s books, records and accounts during Customer’s normal business hours to verify compliance with this Agreement. In the event such audit discloses non-compliance with this Agreement, Customer shall promptly pay to Cisco the appropriate licensee fees.

Export.  Software, including technical data, may be subject to U.S. export control laws, including the U.S. Export Administration Act and its associated regulations, and may be subject to export or import regulations in other countries. Customer agrees to comply strictly with all such regulations and acknowledges that it has the responsibility to obtain licenses to export, re-export, or import Software.

U.S. Government End Users.  The Software and associated software documentation qualify as “commercial items,” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R.12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, Licensee will provide to Government end user, or, if this Agreement is direct Government end user will acquire, the

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Software and software documentation with only those rights set forth herein that apply to non-governmental customers. Use of this Software and software documentation constitutes agreement by the government entity that the computer software and computer software documentation is commercial, and constitutes acceptance of the rights and restrictions herein.

Limited Warranty

Cisco Systems, Inc. or the Cisco Systems, Inc. subsidiary licensing the Software, if sale is not directly by Cisco Systems, Inc. (“Cisco”) warrants that commencing from the date of delivery to Customer (but in case of resale by a Cisco reseller, commencing not more than ninety (90) days after original shipment by Cisco), and continuing for a period of the longer of (a) ninety (90) days or (b) the period set forth in the Warranty Card accompanying the Product (if any): (a) the media on which the Software is furnished will be free of defects in materials and workmanship under normal use; and (b) the Software substantially conforms to its published specifications. The date of shipment of a Product by Cisco is set forth on the packaging material in which the Product is shipped. Except for the foregoing, the Software is provided AS IS. This limited warranty extends only to the Customer who is the original licensee. Customer’s sole and exclusive remedy and the entire liability of Cisco and its suppliers under this limited warranty will be, at Cisco or its service center’s option, repair, replacement, or refund of the Software if reported (or, upon request, returned) to the party supplying the Software to Customer, if different than Cisco. In no event does Cisco warrant that the Software is error free or that Customer will be able to operate the Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, Cisco does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack.

Restrictions. This warranty does not apply if the Product (a) has been altered, except by Cisco, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by Cisco, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident; or (d) is licensed, for beta, evaluation, testing or demonstration purposes for which Cisco does not receive a payment of purchase price or license fee.

DISCLAIMER OF WARRANTY. EXCEPT AS SPECIFIED IN THIS WARRANTY, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, SATISFACTORY QUALITY OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE EXTENT ALLOWED BY APPLICABLE LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM JURISDICTION TO JURISDICTION. This disclaimer and exclusion shall apply even if the express warranty set forth above fails of its essential purpose.

General Terms Applicable to the Limited Warranty Statement and Software License

Disclaimer of Liabilities. IN NO EVENT WILL CISCO OR ITS SUPPLIERS BE LIABLE FOR ANY LOST REVENUE, PROFIT, OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL, OR PUNITIVE DAMAGES HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE SOFTWARE EVEN IF CISCO OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. In no event shall Cisco’s or its suppliers’ liability to Customer, whether in contract, tort (including negligence), or otherwise, exceed the price paid by Customer. The foregoing limitations shall apply even if the above-stated warranty fails of its essential purpose. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

The Warranty and the Software License shall be governed by and construed in accordance with the laws of the State of California, without reference to principles of conflict of laws, provided that for Customers located in a member state of the European Union, Norway or Switzerland, English law shall apply. The United Nations Convention on the International Sale of Goods shall not apply. If any portion hereof is found to be void or unenforceable, the remaining provisions of the Warranty and the Software License shall remain in full force and effect. Except as expressly provided herein, the Software License constitutes

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the entire agreement between the parties with respect to the license of the Software and supersedes any conflicting or additional terms contained in the purchase order.

If Customer has entered into a contract directly with Cisco for supply of the Products subject to this warranty, the terms of that contract shall supersede any terms of this Warranty or the Warranty Card, or the Software License, which are inconsistent with that contract. Customer acknowledges that: the Internet URL address and the web pages referred to in this document may be updated by Cisco from time to time; the version in effect at the date of delivery of the Products to the Customer shall apply.

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AMENDMENT NO. #1

This Amendment No. #1 (“Amendment”) to the Cisco Systems, Inc. U.S. Systems Integrator Agreement, (“Agreement”) by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and The Presidio Corporation, (“Integrator”) a Maryland corporation having its principal place of business at 5100-J Philadelphia Way, Lanham, Maryland 20706.

WHEREAS, Cisco and Integrator have previously entered into the Agreement dated May 14, 2002; and

NOW WHEREFORE, the parties agree to amend the Agreement as follows:

1. End User Definition is modified to include U.S. Federal Government.

The following definition is modified:

Product means Hardware and/or Software, as defined herein, included in Cisco’s then-current published Global Price List, and are “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101.

Services means any maintenance, or technical support and any other services performed or to be performed by Cisco, as set forth in this Agreement or the Exhibits hereto and are “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101.

The following definition is hereby added:

U.S. Federal Government is an executive, legislative or judicial branch of the United States Government or a U.S. Government corporation that was specifically formed and is currently existing under an Act of Congress, as well as any government owned contractor operated “GOCO” facilities and establishments.

2.       Scope 2.0, Subsection 2.2 Commercial Integration and Resale is modified to include U.S. Federal Government. Subsection 8 Resale to Government End Users is replace with the following language:

2.8 Resale to Government End Users. Integrator will Resell Products or Services to the U.S. Federal Government End User as expressly authorized in this Agreement. Integrator will not Resell Products or Services under this Agreement through a direct General Services Administration (“GSA”) Schedule contract.

2.8.1 Integrator may resell Product and Services through U.S. Federal Government IDIQ (Indefinite Delivery Indefinite Quantity) contracts or other U.S. Federal Government Prime contracts. Should Integrator have an opportunity to resell Product and Services through a U.S. Federal Government subcontract arrangement, Integrator must obtain Cisco’s prior written approval to resell such Product and Services. Cisco reserves the right to determine if such IDIQ contract and other prime or subcontract (if approved) opportunities offer “Added Value” as defined herein.

2.8.2 The federal government contract flowdown provisions at Exhibit E are applicable to all Purchase Orders. Cisco does not accept any additional or modified government flowdown provisions, including but not limited to Federal Acquisition Regulation (“FAR”) and its supplements, notwithstanding existence of such provisions on Integrator’s Purchase Orders or supplementary documentation or Cisco’s acceptance of such Purchase Orders or documentation whether for resale or internal use.

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Federal Resale Amendment	4/29/02
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2.8.3 With respect to GSA, California Multiple Award Schedule (“CMAS”), and other schedule contracts, this Agreement shall not be construed by Integrator as a representation that Cisco will furnish supplies needed by Integrator to fulfill any of Integrator’s GSA, CMAS, or similar contract obligations under any schedule contract.

3. Exhibit A - Reseller Profile is amended to include the following: Territory: [***] Vertical markets: All [***]

4. Exhibit E FAR Clauses is hereby incorporated into the Agreement.

5. Exhibit G Cisco Brand Services Resale (“CBR”) Exhibit is hereby incorporated into the Agreement for purposes of CBR to the U.S. Federal Government.

All other terms and conditions of the Agreement remain unchanged and in full force and effect. This Amendment and the Agreement as amended are the complete agreements between the parties hereto regarding this subject matter. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, which are not specified herein. In the event of a conflict between the Agreement and this Amendment, this Amendment will prevail with regard to the subject matter herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

THE PRESIDIO CORPORATION		CISCO SYSTEMS, INC.
BY:		BY:
(Authorized Signature)		(Authorized Signature)
NAME:	Jackie Arnett	NAME:	Dana Giampetroni
(Type/Print)		(Type/Print)
TITLE:	Executive Director	TITLE:	Sales Controller
(Type/Print)		(Type/Print)
DATE:	4/14/02	DATE:	6.3.02

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EXHIBIT E

FAR CLAUSES

A.          Cisco will accept only the U.S. Government contract flowdown provisions in this Exhibit in any purchase order from Integrator. Cisco will not accept any other flowdown provisions, including, but not limited to, the United States Government Federal Acquisition Regulation (“FAR”) and its supplements.. Any such flowdown provisions on Integrator’s purchase orders or supplementary documentation not specifically identified on this Exhibit are invalid, notwithstanding Cisco’s acceptance of such purchase orders or supplementary documentation, whether for resale or internal use.

B.          This Agreement pertains to the sale of “commercial items” as that term is defined under FAR 2.101 and FAR Part 12. Notwithstanding any other clause in the prime contract, only those clauses identified in 52.212-5(e) and 52.244-6 are required to be in subcontract agreements for commercial items or commercial components, see FAR 12.502(b), 44.402(b). The following FAR clauses, identified in 52.212-5(e) and 52.244-6 are hereby incorporated by reference, with the same force and effect as if they were given in full. For purposes of this Agreement, when appropriate in adopting the terminology of all the following FAR clauses, the term “contract’ shall mean this Agreement; the term “Contractor” shall mean Cisco; the term “Government: and “Contracting Officer” shall mean Integrator.

52.222-26	Equal Opportunity (Feb 1999);
52.222-35	Affirmative Action for Disabled Veterans and Veterans of the Vietnam Era (Apr 1998)
52.222-36	Affirmative Action for Workers with Disabilities (Jun 1998)

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EXHIBIT G

CISCO BRAND SERVICES RESALE (“CBR FEDERAL AGREEMENT”)

Except as otherwise defined below, all capitalized terms contained in this CBR Agreement shall have the meaning provided for those terms in the Agreement.

1.0 DEFINITIONS.

1.1 “Bug Fix” means an error correction, patch or workaround for the Software which Cisco provides to Integrator.

1.2 “CCO” means Cisco Connection Online, Cisco’s online information web server.

1.3 “Equipment Schedule” means the Cisco-approved list of Product for which Integrator has paid Cisco the required Service fees that is either: (a) provided on the Cisco Support Resale Form, Attachment 2 hereof, or, (b) for orders placed electronically, provided to Cisco via Cisco’s Service Contract Center (“SCC”).

1.4 “First Call” means the initial call made by the End User when requesting assistance with Product.

1.5 “Maintenance Contract Number” means the reference number assigned by Cisco for each Service purchased from Cisco. The Maintenance Contract number is to be used by Integrator or End User when opening a case with Cisco.

1.6 “Other Product” means Product which an End User acquired from sources other than Integrator.

1.7 “Program Description” means the description of the Services, as of the purchase date of such Services, to be provided by Cisco to End Users on behalf of Integrator, and the terms and conditions under which Cisco provides those Services. Each available Service has its own Program Description, which can be found on CCO at the Uniform Resource Locator (“URL”) identified in Attachment 4.

1.8 “Service” means any of the Cisco brand services described in the corresponding Program Description, and which are available to Integrator for resale to an End User in accordance with the terms of this CBR Agreement.

1.9 “Support Agreement” means the then-current agreement between Integrator and the End User for the Services.

2.0 CISCO OBLIGATIONS; RELATIONSHIP OF THE PARTIES.

In consideration for the fees paid by Integrator to Cisco, Cisco will make available to the End User the Services listed in the Program Descriptions, subject to the availability limitation specified in Attachment 1. Notwithstanding anything to the contrary contained herein, Cisco reserves the right to directly support any End User. Cisco shall only be responsible for providing support in accordance with the terms and conditions of this CBR Agreement.

In its performance of Services under this CBR Agreement, Cisco acts at all times as Integrator’s subcontractor, retained by Integrator to provide Services specified in the Program Descriptions on behalf of Integrator to one or more End Users identified by Integrator to Cisco. In no event shall Integrator be deemed to be an agent of Cisco.

3.0 INTEGRATOR PROCEDURE TO RESELL SERVICES.

Subject to the terms and conditions of this CBR Agreement, Integrator is authorized on a non-exclusive basis to resell Services to End Users in accordance with the following procedure:

3.1 Immediately upon shipment of Product from Integrator to End User, Integrator will complete the Cisco Support Resale Form, Attachment 2, and either (i) fax the completed form to Cisco, or (ii) submit the required information via SCC if Integrator placed the order electronically. Notwithstanding the foregoing, in the event Integrator wishes to order Services for Other Product, Integrator shall follow procedure set forth in sub-section 8.7.

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4.0 COMMENCEMENT OF SERVICES.

4.1 Cisco shall, as subcontractor to Integrator, perform the following Services:

4.1.1 Validate Product model and serial numbers provided by Integrator using the Equipment Schedule or via SCC.

4.1.2 Provide to End User the purchased Services as specified in the applicable Program Description.

4.1.3 CCO Access. Cisco will provide a level of partner access to CCO consistent with Integrator’s reseller status. This system provides Integrator with technical and general information on Products.

4.1.4 Bug Fixes. For the duration of the Cisco warranty period, Cisco will provide Bug Fixes to Integrator as follows:

4.1.4.1 When required, Cisco will provide new Software to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

4.1.4.2 Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End Users only for use on Products for which the End User is currently licensed to use the Software for which the Bug Fix is provided.

5.0 INTEGRATOR OBLIGATIONS.

5.1 Integrator shall execute a Support Agreement between Integrator and End User containing, at a minimum, the terms set forth in Attachment 5, End User Minimum Terms and Conditions Support Agreement. An example of a Support Agreement, with product description attachments, is located on CCO at the URL referenced in Attachment 4 hereto.

5.2 Integrator shall make all reasonable efforts to ensure it takes the First Call from the End User and may open a case with Cisco on behalf of the End User using the Maintenance Contract Number. At all times the End User may call Cisco directly for support. Upon Integrator’s request, Cisco will notify Integrator via email of Cisco’s direct support of the End User.

5.3 Complete and submit a Cisco Support Resale Form (Attachment 2), or for orders placed electronically, provide to Cisco the required information via SCC at the time the order is placed by End User.

5.4 Integrator must provide at least thirty (30) days prior written notice in accordance with the Agreement by facsimile, electronic mail, SCC, or confirmed delivery post (“Notice”) of requested addition(s) to the Equipment Schedule. In addition, at least thirty (30) days Notice is required for Product relocations and service level/Product configuration changes, where applicable. For Product on the Equipment Schedule that End User has moved to a new location, Integrator shall provide Notice to Cisco Should Integrator fail to provide Cisco with notice as set forth in this section, Cisco shall be excused from any failure to provide service resulting from such lack of notification.

5.5 The Equipment Schedule may be revised for new Product, service level upgrades and Product configuration changes by Integrator’s purchase order requesting such revisions and Cisco’s acceptance thereof (based on availability). For changes, Cisco will charge the pro-rated difference beginning on the date the change is requested and ending on the last day of the impacted Equipment Schedule’s term.

5.6 Integrator shall provide Cisco with a purchase order, containing the description of Services for each support agreement, pricing for such Services less the applicable Integrator discount set forth in Section 8 hereto, and End User information, including, but not limited to, points of contact, site locations of Equipment, and serial numbers of Equipment.

5.7 Integrator shall provide to End User a copy of the corresponding Program Description for each Service purchased as of the date of commencement of Services.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5.8 Integrator shall provide to End User confirmation and registration materials for the services to be performed by Cisco on Integrator’s behalf, including but not limited to, a copy of the Equipment Schedule (including charges) and Maintenance Contract Number.

5.9 Integrator shall manage and escalate, in accordance with the Cisco’s Problem Prioritization and Escalation Guideline, all calls opened by Integrator on behalf of the End User.

6.0 WARRANTY SERVICE

6.1         Integrator shall provide to its End Users, at no charge, all warranty service applicable to the Products when they were purchased by End User, for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. Warranty shall commence upon shipment to the End User. The warranty service provided by Integrator shall include, at a minimum, the following Software and Hardware replacement services:

6.1.1 Integrator shall distribute Bug Fixes to the End User during the warranty period.

6.1.2 Integrator shall meet the replacement obligations as set forth in the then-current published Product warranty applicable to the particular Product sold to the End User.

6.1.3 Returns Coordination. For Product returned to Cisco for replacement Integrator will comply with the following:

6.1.3.1 Coordinate the return of all failed parts, freight and insurance prepaid, to the location designated by Cisco. For Product that has been advance replaced pursuant to the Product warranty terms, Integrator shall return failed/defective Product within ten (10) days of receipt of the replacement Product; otherwise, Cisco may invoice Integrator the then-current price of the Product as set forth in Cisco’s Global Price List, less Integrator’s standard discount.

6.1.3.2 Integrator shall (a) properly package all Products prior to shipping Products to Cisco, (b) include a written description of the failure; (c) describe any changes or alterations made to the Product, and; (d) tag each returned Product with the RMA transaction number provided by Cisco. Product returned to Cisco must conform in quantity and serial number to the RMA request.

7.0 RENEWAL OF SERVICES. Integrator shall be responsible for contacting the End User regarding renewal of each Support Agreement with End User. Integrator shall (a) monitor End User contract terms via SCC; and (b) provide End User will an adequate renewal notice period (not less than thirty (30) days) prior to the expiration date of their then current Support Agreement. Integrator will forward to Cisco either (i) the completed renewal with purchase order or (ii) notice of cancellation.

8.0 PENETRATION DISCOUNT AND RESALE OF SERVICES.

8.1 Discount for Initial Term. For the initial term of the Equipment Schedule(s) to the Support Agreement, the price of Services to Integrator is the then-current service list price less the applicable discount based on Integrator’s penetration rate calculated as follows:

8.1.1 Determination of Service Penetration Rate. Service penetration rate is calculated by Integrator’s total number of Products covered by Cisco brand services (per Attachment 1) as a percentage of the total number of Products purchased over a period of twelve (12) months, starting from fourteen (14) months prior to the Effective Date of the Agreement.

Penetration Rate	Discount
0% - 35%	[***]%
36% - 55%	[***]%
56% - 74%	[***]%
75%+	[***]%

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

8.1.2 Integrator’s resale discount is listed in Attachment 3 to this Exhibit. Cisco will review Integrator’s actual service sales penetration at six-month intervals and reserves the right to adjust Integrator’s resale discount at the time of review.

8.1.3 Integrator must have purchased Product for a minimum of twelve months in order to determine the penetration rate. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be [***] percent ([***]%).

8.1.4 Integrator’s discount on Services shall be determined by calculating the rate of Services penetration solely on Product purchased by Integrator under this Agreement.

8.2 Upon renewal of the Equipment Schedule(s), the discount shall be the corresponding discount associated with the Penetration Rate.

8.3 The discounts listed above do not apply when Integrator resells Cisco brand services for Other Product. Integrator discount for Other Product shall be [***] percent ([***]%).

8.4 All Services are invoiced annually in advance, payable thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed to in the Agreement.

8.5 All prices in the Equipment Schedule(s) are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. In addition, the following items will be billed to Integrator: (i) time and material fees for any additional services performed by Cisco; and (ii) Product list price of replaced Product not returned by End User pursuant to the terms as set forth on the applicable Program Description.

8.6 Integrator is free to determine its prices for Services to End Users unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

8.7 Support for Other Product. Integrator may support Other Product under the following conditions: Integrator provides Cisco (i) Notice to support Other Product; and (ii) a letter from the End User including notification for Service from the Integrator, which letter must include a list of the Product(s) and serial number(s) to be supported.

8.8 Unsupported End User List. Integrator must provide information on all End Users who have purchased Product from Integrator without also purchasing Services. In the event Integrator does not provide this information for all Products, in each quarter, Cisco will provide a report identifying the model types and serial numbers of Product purchased by Integrator for which the following information is required: End User name and End User address and phone number. Integrator will complete and return this information to Cisco no later than twenty (20) business days from the date the report is provided to Integrator.

9.0 WARRANTY.

NOTHING IN THIS CBR AGREEMENT SHALL AFFECT THE WARRANTIES PROVIDED WITH ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY INTEGRATOR AND/OR END USER. ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO CISCO), SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW. INTEGRATOR MUST NOTIFY CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE APPLICABLE SERVICE ON THE EQUIPMENT LIST AND RETURN OF THE UNUSED PORTION OF THE FEES PAID TO CISCO BY

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INTEGRATOR FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THE CBR AGREEMENT. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S BEHALF.

10.0 GENERAL.

10.1 Entitlement.

Integrator acknowledges that an End User and/or Integrator is entitled to receive support services only on Products for which Integrator or End User has paid the applicable fees. Integrator agrees to assist Cisco with enforcement of End User entitlement to the extent Cisco, in its discretion, deems such assistance to be necessary

10.2 Independent Contractors.

The relationship of Cisco and Integrator is that of independent contractors, and nothing contained in this CBR Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, fiduciaries, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under this CBR Agreement. Integrator shall not make any representations or warranties of any kind on behalf of Cisco, or with respect to the content or nature of Services to be provided by Cisco.

10.3         Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorney’s fees (“Damages”), resulting from any claim made by End User against Cisco hereunder under claim of a third party beneficiary or otherwise or which arise out of the representations, acts or failure to act of Integrator. This shall not limit Cisco’s obligations, subject to the terms and conditions of this CBR Agreement, to provide the Services described herein.

10.4         Except for those provisions required to be included pursuant to Section 5, Integrator is free to determine the contents of its Support Agreement provided that Cisco is under no obligation to Integrator nor End User to provide any services other than those specified in this CBR Agreement. Integrator shall indemnify Cisco for any additional commitments or representations whether written or oral, made on Cisco’s behalf.

10.5         URL. Integrator hereby confirms that it has the ability to access, has accessed and has read, the information made available by Cisco at all of the world wide web sites/URLs/addresses/pages referred to anywhere throughout this Agreement (including any of the Exhibits hereto). Integrator acknowledges that Cisco may modify any URL address or terminate the availability of any information at any address without notice to Integrator.

11.0 TERMINATION.

Each Service shall terminate in accordance with its terms as set forth on the Program Description. Notwithstanding anything to the contrary, each Service hereunder shall terminate immediately upon termination of this CBR Agreement, unless otherwise agreed by Cisco. Any such termination shall be entirely without liability to either party, except as set forth below.

11.1 Services may be terminated by Cisco and/or Cisco may suspend its performance immediately upon written notice to Integrator if Integrator fails to pay for the Services when due and fails to make such payment within fifteen (15) days after written notice from Cisco of such past due payment. Any continuation of Services shall be at Cisco’s sole discretion.

11.2 This CBR Agreement, and/or any Services hereunder may be terminated immediately upon written notice by either party under any of the following conditions:

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

11.2.1 If the other party has failed to cure a breach of any material term or condition under the CBR Agreement, and/or Services within thirty (30) days after receipt of Notice from the other party including a detailed description of such breach.

11.2.2 Either party assigns (by operation of law or otherwise, and including merger) or transfers any of the rights or responsibilities granted hereunder, without the prior written consent of the other party, except as permitted under this CBR Agreement or in the event of a sale of all or substantially all of such party’s assets, or transfer of a controlling interest in such party to an unaffiliated third party.

11.3 Upon termination of this CBR Agreement, and/or any Services, Integrator shall pay Cisco for all work performed under the affected Service(s) up to the effective date of termination at the agreed upon prices, fees and expense.

11.4 In the event this CBR Agreement is terminated by either party, neither shall have any further obligations under this CBR Agreement, except as provided herein. Termination of this CBR Agreement shall not constitute a waiver for any amounts due.

12.0 [***]

13.0 [***]

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ATTACHMENT 1 to EXHIBIT C

SERVICES AVAILABILITY

Service	Availability
SMARTnet 8x5xNext Business Day (“NBD”)	Available in the U.S., Canada, Australia, European Union, Switzerland, Norway
SMARTnet 8x5x41 SMARTnet 24x7x41	Available in the U.S., Canada and Australia Available in the U.S., Canada and Australia
SMARTnet Onsite 8x5xNBD SMARTnet Onsite 8x5x41, 2 SMARTnet Onsite 24x7x41, 2	Available in the U.S., Canada and Australia Available in the U.S., Canada and Australia Available in the U.S., Canada and Australia
Software Application Services (“SAS”) Software Application Services with Updates (“SASU”)	Available in the U.S., Canada, Australia, European Union, Switzerland, Norway

A current list of Services is provided above. List may be updated from

time to time. Current information is available upon request.

1. Availability is restricted to within one hundred (100) miles of a parts depot.

2. Availability is restricted to within fifty (50) miles of an authorized service location.

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ATTACHMENT 2 to EXHIBIT C

CISCO SUPPORT RESALE FORM

This form MUST be completed by Integrator for each order to resell Cisco brand Services to End Users.

Completion of this form will ensure:

● Integrators receive the appropriate discounts.

● Integrator’s End Users receive the entitled level of service and support.

● Partner Notification e-mail is set up for Integrator.

STEP 1 - Complete Integrator billing information.

INTEGRATOR: Name and Billing Address (as they appear on Purchase Order):  ☐ Same as Sales

Order Bill-to

Name:

Address:

City/State:

Country:

Postal Code:

Contact/

Phone No.:

Channel Certification Level:

PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS

Address or Alias:                                                           (i.e. Integrator_TAC@Integrator.com)

Required if you would like to receive automatic notification of End User activity with Cisco on this Support Agreement.

STEP 2 - Complete Coverage Type, site details and existing contract information

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4             ☐ SMARTnet 24x7x4
            ☐ SMARTnet onsite  24x7x4         ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

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Additional Sites Worksheet

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD     ☐ SMARTnet 8x5x4     ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD   ☐ SMARTnet 8x5x4   ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD   ☐ SMARTnet 8x5x4   ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

   ☐ SMARTnet 8x5xNBD    ☐ SMARTnet Onsite 8x5xNBD   ☐ SMARTnet 8x5x4   ☐ SMARTnet Onsite 8x5x4         ☐ SMARTnet 24x7x4
        ☐ SMARTnet onsite 24x7x4          ☐ SAS    

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 3 to EXHIBIT C

CISCO BRAND SERVICES RESALE DISCOUNT

Integrator’s discount:     [***]%          

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 4 to EXHIBIT C

PROGRAM DESCRIPTIONS AND SAMPLE END USER AGREEMENT

Program Descriptions and a Sample End User Agreement can be downloaded from the URLs identified below.

PROGRAM DESCRIPTIONS

SMARTnet

URL: [***]

SMARTnet Onsite

URL: [***]

SAS/SASU

URL: [***]

SAMPLE AGREEMENT

Sample End User Agreement

URL:http://www.cisco.com/warp/partner/synchronicd/cc/serv/mkt/sup/part/cpse/core/cbr/index.htm

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 4 to EXHIBIT C

PROGRAM DESCRIPTIONS AND SAMPLE END USER AGREEMENT

Program Descriptions and a Sample End User Agreement can be downloaded from the URLs identified below.

PROGRAM DESCRIPTIONS

SMARTnet

URL: [***]

SMARTnet Onsite

URL: [***]

SAS/SASU

URL: [***]

SAMPLE AGREEMENT

Sample End User Agreement

URL:http://www.cisco.com/warp/partner/synchronicd/cc/serv/mkt/sup/part/cpse/core/cbr/index.htm

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ATTACHMENT 5 to EXHIBIT C

END USER MINIMUM TERMS AND CONDITIONS FOR SUPPORT AGREEMENT

Each Support Agreement will contain the following minimum terms and conditions:

(1) End User agrees to comply with Cisco’s Export Restrictions.

(2) End User agrees to comply with Cisco’s standard Software License Agreement for all Cisco software provided with any Service (including any upgrades, patches, or Bug Fixes provided at a later time).

(3) End User agrees to comply with terms and conditions provided in the Program Description.

(4) End User will keep all Cisco Confidential Information confidential.

(5) Sufficient provisions such that Cisco shall be entitled to act as a third party beneficiary with respect to the enforcement of the terms and conditions herein. This will include expressly naming Cisco as an intended third-party beneficiary with respect to each of the End User Minimum Terms and Conditions contained in this Attachment 5. Cisco shall expressly be granted the right to enforce the obligations of End User directly against End User.

(6) Cisco or its suppliers’ liabilities shall be limited to the amounts paid by End User under the Service giving rise to the liability during the six (6) months preceding the event or circumstances giving rise to such liability. Liability under each Service shall be cumulative and not per incident.

(7) In no event shall Cisco or its suppliers shall be liable for (A) any indirect, incidental, special, punitive or consequential damages, lost profits or lost data, whether arising in contract, tort (including negligence) or otherwise; or (B) any costs or expenses for the procurement of substitute equipment or services in each case, even if End Users, Integrator, Cisco, or its suppliers have been informed of the possibility thereof,

(8) Cisco makes no warranty to End User of any kind with respect to the Product, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights. Any and all Services provided hereunder shall be performed in a workmanlike manner.

A sample Support Agreement for use by Integrator is located at the URL identified in Attachment 4. Integrator shall attach the applicable Program Description to each Support Agreement between Integrator and End User.

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Page 1 of 31

AMENDMENT NO. 1

This Amendment 1 (“Amendment”) to the (“Agreement”) by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and The Presidio Corporation (“Integrator”), a Maryland corporation having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770 (“Integrator”) is entered into as of the date last written below (“the Effective Date”).

WHEREAS, Cisco and Integrator have previously entered into the Agreement dated on or about May 14^th, 2002, as amended; and

NOW WHEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement is extended until May 31^st, 2007.

2. Exhibit C, Cisco Brand Services Resale Exhibit, is hereby deleted in its entirety and replaced with a new Exhibit C, also entitled “Cisco Brand Services Resale Exhibit,” attached hereto as Attachment 1.

3. Exhibit G, Cisco Brand Services Resale – CBR Federal Agreement, is hereby deleted in its entirety and replaced with a new Exhibit G, entitled “Federal Cisco Brand Services Resale Appendix,” attached hereto as Attachment 2.

7. All other terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the last date which is written below.

CISCO SYSTEMS, INC.		THE PRESIDIO CORPORATION
BY:		BY:
(Authorized Signature)		(Authorized Signature)
NAME:            FRANK A. CALDERONI		NAME:    Jackie Arnett
TITLE:             VP, WW SALES FINANCE		TITLE:  Executive Director
DATE:      July 12, 2006		DATE:      5 June 2006

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 1 of 31]

Page 2 of 31

ATTACHMENT 1 TO AMENDMENT 1

EXHIBIT C

CISCO BRAND SERVICES RESALE EXHIBIT

This Support Exhibit (“Exhibit”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit; provided, that to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit shall take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein. All capitalized words shall have the meaning ascribed to them in Appendix A (Definitions) or as defined in the Agreement.

1.0 SCOPE

This Exhibit describes the terms and conditions for (i) resale by Integrator of Services to End Users (ii) direct delivery by Cisco of such Services to End Users and (iii) Cisco’s Support to Integrator. At all times, Cisco shall perform the Services as Integrator’s subcontractor. In no event shall Integrator be deemed to be an agent of Cisco.

2.0 PROCEDURE TO RESELL TECHNICAL SUPPORT SERVICES

Subject to the terms and conditions of this Exhibit, Integrator is authorized on a non-exclusive basis to resell Technical Support Services to End Users in accordance with the following procedure:

2.1 Integrator will provide via Ordering Tools or Service Contract Center the required information, including:

a) Relevant End User information;

b) Preliminary Equipment List setting out all of the Products information of the relevant End User to be covered by the Services, including Cisco serial numbers; and

c) A valid Purchase Order from Integrator to Cisco.

2.2 Upon Cisco’s receipt of the information in 2.1 above, Cisco will:

a) Validate Product model(s) and serial numbers;

b) Provide an Equipment List and Maintenance Contract Number to Integrator; and

c) Start providing Services on the date set forth on the Equipment List which may be up to sixty (60) days following the date of the Purchase Order acceptance by Cisco.

3.0 PROCEDURE TO RESELL ADVANCED SERVICES

3.1 For Integrator’s resale of those Advanced Services which are not customized and can be ordered “AS IS,” Integrator will follow the process described in Section 2 above, unless otherwise required by Cisco.

3.2 For Integrator’s resale of all other Advanced Services not included in 3.1 above, Integrator will provide the following information:

a) A request for proposal (RFP) for the particular Advanced Services; the RFP should include relevant End User information; and

b) Upon Cisco’s receipt of the RFP, Cisco will provide to Integrator a quote for Services (“Quote”). A valid Quote will identify the Services and any deliverables (as applicable from the relevant Services Description), the respective responsibilities, of Cisco, Integrator and End User, any special terms and conditions, the price for such Services and the period during which such Services shall be provided. Each Quote must (i) be signed by a duly authorized representative of Cisco and (ii) have a unique Cisco reference number. No Quote shall be valid without an accompanying Cisco reference number.

c) For Integrator’s resale of the Advanced Services (described in the Quote), Integrator shall issue to Cisco a valid Purchase Order that expressly references the valid Quote as agreed upon by Cisco and Integrator.

[4.1.1.3] [2 Amendment SIA numbered wrong.pdf] [Page 2 of 31]

Page 3 of 31

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

d) Upon Cisco’s receipt of a valid Purchase Order described in Section 2 above, Cisco will:

● Validate the Cisco reference number referred in the Purchase Order;

● Assign a particular contract number for the Services to be performed; and

● Start providing Services within sixty (60) days following the date of Cisco’s acceptance of the Purchase Order

4.0 Cisco’s RIGHTS AND OBLIGATIONS.

4.1 Cisco.com Access. Cisco will provide an appropriate level of partner access to Cisco.com. This system provides Integrator with technical and general information on Products, as well as access to Cisco’s on-line Software Center library

4.2 Resale of Services. Cisco will make available the Services listed at [***] for resale by Integrator. The Service Descriptions at the above-referenced web site are available for Integrator’s redistribution to identified End Users. Cisco may provide copies of any of the Services Descriptions to Integrator or an End User. Services are subject to the availability limitations specified in each Services Description and/or Quote.

4.3 Services to Be Provided. Cisco shall provide to End User the Services described in the applicable Services Description and/or the Quote, as subcontractor to Integrator, for each Service purchased by Integrator under this Exhibit.

4.4 Warranty. For the duration of the Cisco warranty period, Cisco will provide Bug Fixes and Hardware replacement Support to Integrator as follows:

a) Bug Fixes.

● When required, Cisco will provide new Software to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

● Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End User who is entitled to such warranty-related support, provided the End User is currently licensed to use the Software.

b) Hardware Support. Cisco will replace Product in accordance with the warranty terms set forth in              the published Product warranty provided with the original Product and in conformance with Cisco’s Return Material Authorization (RMA) process.

4.5 Survey and Inventory Review. Cisco reserves the right to survey an End User for the limited purpose of ensuring End User’s satisfaction with the Services, or for Integrator’s and/or Cisco’s Support. From time-to-time, Cisco shall be entitled to perform an inventory review of an End User’s installed base and review serial numbers and other records (upon reasonable advance notice) to validate entitlement. Cisco will charge a Service fee if it finds that unauthorized Services are being provided. For such purposes, Integrator agrees to timely provide End User contact and other relevant information. Cisco shall have the right, upon advanced notice to Integrator, to suspend or terminate any portion of a Service in instances when it is unable to perform an inventory review or otherwise verify End User’s entitlement to the Service.

5.0 INTEGRATOR RIGHTS AND OBLIGATIONS.

5.1 Integrator must complete the Business Partner Readiness Assessment prior to resale of any Services hereunder.

5.2 Prior to accepting a purchase order from an End User, Integrator shall:

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a) Refer the End User to http://www.cisco.com/en/US/products/services_descriptions_list.html where the relevant Service Description and End User Obligations are posted or provide a current copy of such documents to End User;

b) Ensure that for each Service purchased, End User understands (i) Cisco’s obligations and (ii) End User’s responsibilities under the Services’ Description and (iii) End User Obligations.

5.3 Integrator is responsible for ensuring that End User utilizes Software for use with Products for which applicable Services and license fees have been paid.

5.4 Integrator shall provide to End User confirmation and registration materials for the Services to be performed by Cisco on Integrator’s behalf, including, but not limited to, a copy of the Equipment List and Maintenance Contract Number.

5.5 Integrator may take the First Call from the End User and may open a case with Cisco on behalf of the End User using the applicable Maintenance or other Contract Number and Cisco serial number. At all times, End User may call Cisco directly for support.

5.6 Equipment List:

a) Integrator shall ensure that all Product (including serial numbers) for which Services are being provided are listed in the Equipment List(s).

b) Integrator must provide thirty (30) days notice of requested addition(s) to the Equipment List. In addition, thirty (30) days notice is required for Product relocations and service level/Product configuration changes, where applicable. For Product on the Equipment List which End User has moved to a new location, Integrator will notify Cisco in writing (i.e. via facsimile, electronic mail or using Cisco.com).

c) The Equipment List may be revised for new Product, service level upgrades and Product configuration changes by Integrator’s submission of a Purchase Order to Cisco that requests such revisions, and Cisco’s acceptance thereof (based on availability). For such changes, Cisco will charge the pro-rated difference from the date upon which the change is requested to the end of the impacted Equipment List’s term.

5.7 Integrator shall manage and escalate, in accordance with the Cisco Severity and Escalation Guideline (Appendix B), all calls taken by Integrator on behalf of the End User.

5.8 Integrator Warranty Service. Integrator shall provide to its End Users, at no additional charge, all warranty service applicable to the Products when they were purchased by End User, for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. Warranty shall commence upon shipment to the Integrator or upon such period as is provided for in the Product warranty statement shipped with the original Product. The warranty service provided by Integrator shall include, at a minimum, the following Software and Hardware replacement services:

a) Integrator shall distribute Bug Fixes to the End User during the warranty period.

b) Integrator shall meet the replacement obligations as set forth in the then-current published Product warranty applicable to the particular Product sold to the End User.

c) Returns Coordination. For Product returned to Cisco for replacement Integrator will comply with the following:

∎ Coordinate the return of all failed parts, freight and insurance prepaid, to the location designated by Cisco. For Product that has been replaced pursuant to the Product warranty terms, Integrator shall return failed/defective Product within ten (10) days of receipt of the replacement Product; otherwise, Cisco may invoice Integrator for, and Integrator will pay for, the then-current list price of the Product, less Integrator’s standard contract discount.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

∎ Integrator shall (a) properly package all Products prior to shipping Products to Cisco, (b) include a written description of the failure; (c) describe any changes or alterations made to the Product, and; (d) tag each returned Product with the RMA transaction number provided by Cisco. Product returned to Cisco must conform in quantity and serial number to the RMA request.

5.9 Unsupported End User List. If Integrator elects not to support Product under this Exhibit at the time of Product purchase or if Product becomes unsupported due for whatever reason at some point subsequent to initial deployment, Integrator shall refer End User information, including but not limited to End User name, address and phone number to Cisco within 90 days of equipment becoming unsupported and authorizes Cisco to contact the End User for the express purpose of contracting directly for support services for the unsupported Product identified by Integrator.

5.10 Renewals. Prior to expiration of an Equipment List, Cisco may send reminders to both Integrator and its End User. Prior to the expiration of an Equipment List, Integrator will (i) initiate the renewal process with its End User and forward to Cisco the completed renewal with Purchase Order or (ii) notify Cisco of Integrator’s intent to cancel Services on the Equipment List. If a renewal is not completed or notice of cancellation is not received by Cisco thirty (30) days prior to the expiration date of the Equipment List, Integrator authorizes Cisco to contact the End User for the express purpose of determining status of Equipment List renewals with the understanding that Cisco reserves the right to renew the Equipment List directly with the End User upon expiration date of the Equipment List.

6.0 PRICE AND PAYMENT TERMS.

6.1 Discounts.

6.1.1 Unit-Based Discounting. The price of Technical Support Services to Integrator from the Effective Date through September 30, 2005 and for the twelve month period of October 1, 2005 through September 30, 2006 is calculated by applying Cisco’s then-current service list price less the applicable discount based on Integrator’s ability to have attached Service to Product purchased (“Attach Rate”) over the previous twelve (12) month period on a units-based method shown below.

Determination of Unit-Based Attach Rate. Unit-Based Attach Rate is established by calculating Integrator’s total number of Products covered by Cisco brand services (per Attachment A) as a percentage of the total number of Products purchased over the most recent period of twelve (12) full calendar months and the result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

Attach Rate	Discount
0% to <35%	[***]%
35% to <55%	[***]%
55% to <75%	[***]%
>75%	[***]%

6.1.2 Dollar-Based Discounting. The price of Technical Support Services to Integrator for the period of October 1, 2006 through September 30, 2007 is calculated by applying Cisco’s then-current service list price less the applicable discount based on Integrator’s ability to attach Service calculated as follows:

Determination of Attach Rate. Attach Rate is calculated by Integrator’s total monetary value (U.S. Dollar) of all serviceable Hardware items sold by Integrator with Service coverage attached by Integrator in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level) divided by the total monetary (U.S. Dollar) of all serviceable Hardware items sold by Integrator with Service coverage available to be attached by Integrator in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

The result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

Attach Rate	Discount
0% to <60%	[***]%
60% to <75%	[***]%
³75%	[***]%

Examples:

Integrator purchased 8 devices (6 of Device A and 2 of Device B) and sold support on 4 of Device A and 2 of Device B. The NBD price for the Device A is $50 and for Device B is $10. The Attach Rate is actual Service sold (4x$50 plus 2x$10) divided by total dollar value of Service (6x$50 plus 2x$10). 220/320=68.8% represents the Attach Rate with a corresponding discount of [***]%.

Multi-Year Scenario: Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The Attach Rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the first year Attach Rate actual performance and Attach Rate opportunity ($50). The Attach Rate actual performance is the one year NBD value of service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents an Attach Rate of 100% with a corresponding discount of [***]%.

6.1.3 Cisco will review Integrator’s actual service sales Attach Rates at the time the Integrator renews the Agreement with Cisco and at six month intervals during the Unit-Based Discounting timeframe. Cisco reserves the right to adjust Integrator’s resale discount at the time of review. Any adjustment to the resale discount will be communicated in writing to the Integrator by Cisco. The mid-year review described herein will not apply under the Dollar-Based Discounting method.

6.1.4 Integrator must have purchased Product for a minimum of twelve months in order to determine the initial Attach Rate discount. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be the minimum discount under the applicable Attach Rate table.

6.1.5 Upon renewal of the Equipment List(s), the discount will be the corresponding discount associated with the Attach Rate.

6.1.6 The discounts listed above are not applicable for the initial twelve (12) month period of support of Other Product by Integrator when Integrator resells Cisco brand services. Integrator discount for Other Product shall be [***] percent ([***]%) during the initial twelve (12) month of support by Integrator.

6.1.7 The discounts listed above do not apply when Integrator resells Advanced Services. Integrator Discount for Advanced Services shall be [***] ([***]%) percent.

6.2 Quarterly Renewal Rate Credit. Integrator may be entitled to receive a credit against future purchases under this Exhibit based on Integrator’s ability to renew Services quarterly during the period August 1, 2005 through July 31, 2006. Cisco will issue credits on a quarterly basis to Integrator based on the Quarterly Renewal Rate percentage achieved by Integrator in accordance with the table shown below. Credit will be calculated based on Integrator’s total monetary value (U.S. Dollar) of all renewal Services bookings by Cisco during the applicable calendar quarter.

Determination of Quarterly Renewal Rate. Quarterly Renewal Rate is calculated by Integrator’s total monetary value (U.S. Dollar) of all serviceable items with service coverage renewed each calendar quarter during the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level for Hardware or SAS/U Global Price List Price for Application Software, as applicable, divided by the total monetary (U.S. Dollar) of all serviceable items with service coverage available for renewal each calendar quarter during the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level for Hardware or SAS/U Global Price List Price for Application Software, as applicable. The calculation is rounded to one decimal place for purposes of Quarterly Renewal Rate determination. For example, a

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Quarterly Renewal Rate of 89.95% is rounded up to 90% and a Quarterly Renewal Rate of 89.94% is rounded down to 89.9%.

Renewal Rate	Credit against renewal       Service booking
³90%	[***]%
85% to <90%	[***]%
80% to <85%	[***]%
0% to <80%	[***]

Examples:

Integrator currently supports 8 devices (6 of Device A and 2 of Device B) and renews support on 4 of Device A and 2 of Device B. The NBD price for the Device A is $50 and for Device B is $10. The Quarterly Renewal Rate is actual service renewed (4x$50 plus 2x$10) divided by total dollar value of service available for renewal (6x$50 plus 2x$10). 220/320=68.75% represents the Quarterly Renewal Rate. [***] during that quarter.

Multi-Year Scenario: Multi-year contracts are treated as a series of single-year contracts with on-time renewals. Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The renewal rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the second and third year renewal rate actual performance and renewal rate opportunity ($50). The renewal rate actual performance is the one year NBD value of Service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents a renewal rate of 100%. For the credit calculation, this value ($50) was not booked in the corresponding quarter; it will not be a part of calculation base.

6.2.1 Limitations.

a) Integrator is not eligible for Quarterly Renewal Rate Credit under this Exhibit in the event Integrator receives credits or rebate under an alternate exhibit or agreement with Cisco for related to measurement of Quarterly Renewal Rate.

b) Other Product that is renewed will not be included under the Quarterly Renewal Rate Credit calculation.

c) Any renewals for Products not supported by Integrator during the Measurement Period will not be included under the Quarterly Renewal Rate Credit calculation.

d) Any multi-year Purchase Order previously placed by Integrator is included in the renewal rate calculation but is not eligible for the Quarterly Renewal Rate Credit.

e) Quarterly Renewal Rate Credit is applied against renewals of the Technical Support Services portion only.

6.2.2 Earned Credit. Any Quarterly Renewal Rate Credit earned by Integrator from August 1, 2005 until the effective date of this Exhibit, which shall be no later than July 31, 2006, shall be held by Cisco and credited to Integrator, based on Cisco’s fiscal year (Aug-July), after the effective date of this Exhibit. Earned credit shall only apply during the Cisco fiscal year in which the Exhibit was executed and shall not carryover to a future Cisco fiscal year.

6.2.3 Reporting. For purposes of Quarterly Renewal Rate determination, Cisco will run reports at the completion of each calendar quarter.

6.3 Performance Metrics Central (“PMC”). Integrator’s Attach Rate and Renewal Rate performance will be calculated and updated monthly and available at Cisco’s PMC tool on Cisco.com. Integrator will have access via the PMC tool to view the status of Attach Rate and Renewal Rate on an on-going basis.

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6.4 All Services are invoiced annually in advance and payable within thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed to in the Agreement in writing.

6.5 All prices in the Equipment List(s) are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. In addition, the following items will be billed to Integrator: time and material fees and Product list price of replaced Product not returned to Cisco.

6.6 This Agreement may be terminated by Cisco and/or Cisco may suspend its performance immediately upon Notice if (i) Integrator does not provide the Unsupported End User List pursuant to Section 5.9 within thirty (30) days after the end of the previous quarter and after Notice from Cisco or (ii) Integrator fails to pay for the Services when due and fails to make such payment within fifteen (15) days after Notice from Cisco of such past due payment. Notwithstanding the above, Cisco shall have the right to seek payment for Services directly from the End User in the event Integrator does not remit payment to Cisco pursuant to the payment terms.

6.7 Integrator is free to determine its resale prices unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

6.8 Support for Other Product. Integrator may support Other Product under the following conditions: Integrator provides Cisco (i) a request to support Other Product and (ii) a letter from the End User including a request for Service from the Integrator and a list of the Product(s) and serial number(s) to be supported.

7.0 GENERAL.

7.1 Entitlement. Integrator acknowledges that Cisco has the right to verify an End User’s entitlement to receipt of Services, and that End User is entitled to receive support services only on Product for which Integrator has paid the applicable license and support fees to Cisco. Integrator agrees to assist Cisco with enforcement of End User entitlement as necessary, including, without limitation, providing serial number(s) to Cisco and enabling Cisco to undertake inventory review(s), as set forth in section 4.5 above.

7.2. Disclosure of Contract Information. Integrator acknowledges and agrees that in no event shall any of the information contained in this Exhibit or Integrator’s Agreement number be disclosed to any third party.

7.3 Representations and Warranties. Integrator shall not make any representations or warranties on behalf of Cisco, except as expressly authorized herein or as expressly authorized by Cisco in writing. Neither Integrator nor Cisco will make any obligation to End Users on behalf of the other, nor commit the resources of the other to End Users.

7.4 Independent Contractors. The relationship of Cisco and Integrator established by this Exhibit is that of independent contractors, and nothing contained in this Exhibit shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under this Agreement. Integrator shall be solely responsible for, and shall indemnify and hold Cisco free and harmless from, any and all claims, damages or lawsuits (including Cisco’s attorneys’ fees) arising out of the acts of Integrator, its employees or its agents.

7.5 Indemnification. Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorney’s fees, resulting from any claim made by End User against Cisco hereunder under claim of a third party beneficiary or otherwise. This shall not limit Cisco’s obligations, subject to the terms and conditions of this Agreement, to provide the Services described herein.

-Appendix A Follows-

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Appendix A: Definitions

The following definitions shall apply to Exhibit C:

“Advanced Services” means the Cisco proactive brand Services including but not limited to Focused Technical Support, Network Optimization Support, Technology Application Support.

“Attach Rate” measures the service sold and entitled prior to the subsequent Aug 1^st – July 31^st (“Measurement Period”) on Products shipped from Cisco during the twelve (12) month period from May 1^st-April 30^th, three months prior to the start of the subsequent Measurement Period. Service coverage which expires prior to the subsequent Measurement Period must have been active for a minimum of three-hundred sixty-five (365) days to be included in the numerator of the Attach Rate calculation.

“Business Partner Readiness Assessment (“BPRA”)” means an assessment performed by Cisco to measure the maturity of Integrator’s e-business capabilities.

“Bug Fix” means an error correction, patch or workaround for the Software which Cisco provides to Integrator.

“End User Obligations” means the obligations End Users should comply with purchasing Services in addition to End User responsibilities set out in the Services Descriptions. The End User Obligations are attached as Appendix C to the Exhibit and posted at http://www.cisco.com/en/US/products/

services_descriptions_list.html.

“Equipment List” means the list of Hardware and/or Software for which Cisco provides Services.

“First Call” means the initial call made by the End User when requesting assistance with Product.

“Maintenance Contract Number” means the reference number assigned by Cisco for each Service purchased from Cisco.

“Ordering Tool” means a tool that Integrator may use to order Service detailed herein via Cisco.com.

“Other Product” means Product which an End User acquired from an Approved Source other than Integrator.

“Services Description” means the description of the Services, as of the purchase date of such Services, to be made available by Cisco to End Users through Integrator, and the terms and conditions under which Cisco provides those Services. Each available

Service has its own Service Description, which can be found at http://www.cisco.com/en/US/products/services_descriptions_ list.html

“Support” means the assistance provided by Cisco to Integrator under the terms of this Exhibit.

“Service Contract Center” means a tool on Cisco.com that Integrator may use to order Service, renew orders and asset management of its installed base.

“Services” mean the Cisco brand Services available for resale by Integrator, which can be found at http://www.cisco.com/en/

US/products/services_descriptions_list.html.

“Technical Support Services” means Services that provide both essential proactive and reactive operation and maintenance support Services including but not limited to SMB Support Assistant, SAS/SASU, SMARTnet.

-Appendix B Follows-

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Appendix B: Cisco Severity and Escalation Guideline

Integrator and/or End User must assign a severity to all problems submitted to Cisco.

Severity 1 means an existing network is down or there is a critical impact to End User business operation. End User (and Integrator if applicable) and Cisco both will commit full-time resources to resolve the situation.

Severity 2 means operation of an existing network is severely degraded or significant aspects of End User business operation are negatively impacted by unacceptable network performance. End User (and Integrator if applicable) and Cisco both will commit full-time resources during local time to resolve the situation.

Severity 3 means operational performance of the network is impaired, although most business operations remain functional. End User (and Integrator if applicable) and Cisco both are willing to commit resources during local time to restore service to satisfactory levels.

Severity 4 means information is required on Cisco product capabilities, installation, or configuration. There is little or no impact to End User business operation. End User (and Integrator if applicable) and Cisco both are willing to provide resources during local time to provide information or assistance as requested.

If Integrator or End User does not believe that adequate progress is being made or that the quality of Cisco service is satisfactory, they should escalate the problem to the appropriate level of management by asking for the TAC duty manager.

Figure 1 Cisco Escalation Guideline

Elapsed Time*	Severity 1	Severity 2	Severity 3	Severity 4
1 hour	Customer Engineering Manager
4 hours	Technical Support Director	Customer Engineering Manager
24 hours	Vice President, Customer Advocacy	Technical Support Director
48 hours	President/CEO	Vice President, Customer Advocacy
72 hours			Customer Engineering Manager
96 hours		President/CEO	Technical Support Director	Customer Engineering Manager

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* Severity 1 escalation times are measured in calendar hours—24 hours per day, 7 days per week. Severity 2, 3, and 4 escalation times correspond with Standard Business Hours.

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Appendix C: END USER OBLIGATIONS

(1) End User agrees to comply with Cisco’s Export Restrictions.

(2) End User agrees to comply with Cisco’s standard Software License Agreement located at Cisco.com for all Cisco software provided with any Service (including any upgrades, patches, or Bug Fixes provided at a later time). End User further agrees to abide by Cisco’s rules that govern the download of Cisco software, which state, amongst other things:

- End User is only entitled to download Cisco software for the Cisco hardware chassis or device or the particular application software or signature file for which End User has paid the applicable software license fees; and

- End User has a current and valid service contract that covers either the specific Cisco hardware chassis or device for which End User is downloading software and/or the software image or subscription file (e.g., for Intrusion Detection System) that End User is downloading.

(3) End User agrees to comply with terms and conditions provided in the Cisco Service Description, which are posted at http://www.cisco.com/en/US/products/services_descriptions_list.html.

(4) End User will keep all Cisco Confidential Information confidential.

-End-

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ATTACHMENT 2 TO AMENDMENT 1

EXHIBIT G

FEDERAL CISCO BRAND SERVICES RESALE APPENDIX

This Support Exhibit G (“Exhibit”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit; provided, that to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit shall take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein. Except as otherwise defined below, all capitalized terms contained in this Exhibit shall have the meaning provided for those terms in the Agreement.

1.0 DEFINITIONS.

1.1 “Advanced Services” means the proactive-type Cisco commercial Brand Services listed in Attachment 1 to this Exhibit, including but not limited to Focused Technical Support, Network Optimization Support, Technology Application Support and Total Implementation Services, which are available for resell to End User only if the End User has Technical Support Services across the same devices at the End User location.

1.2 “Attach Rate” measures the service sold and entitled prior to the subsequent Aug 1^st – July 31^st (“Measurement Period”) on Products shipped from Cisco during the twelve (12) month period from May 1^st-April 30^th, three months prior to the start of the subsequent Measurement Period. Service coverage which expires prior to the subsequent Measurement Period must have been active for a minimum of three-hundred sixty-five (365) days to be included in the numerator of the Attach Rate calculation.

1.3 “Bug Fixes” means an error correction, patch or workaround for the Software, which either comprises new Software or is a network-bootable Software image as determined by Cisco and that is provided to Integrator by Cisco.

1.4 “Cisco.com” means Cisco’s suite of commercial on-line services and information at www.cisco.com, previously known as CCO.

1.5 “Equipment Schedule” means the Cisco-approved list of Product for which Integrator has paid Cisco the required Service fees that is either: (a) provided on the Cisco Support Resale Form, Attachment 2 hereof, or, (b) for orders placed electronically, provided to Cisco via Cisco’s Service Contract Center (“SCC”).

1.6 “First Call” means the initial call made by the End User when requesting assistance with Product.

1.7 “Maintenance Contract Number” means the reference number assigned by Cisco for each Service purchased from Cisco. The Maintenance Contract Number is to be used by Integrator or End User when opening a case with Cisco.

1.8 “Other Product” means Product which an End User acquired from sources other than Integrator.

1.9 “Program Description” means the description of the Services, as of the purchase date of such Services, to be provided by Cisco to End Users on behalf of Integrator, and the terms and conditions under which Cisco provides those Services. Each available Service has its own Program Description, which can be found on Cisco.com at the Uniform Resource Locator (“URL”) identified in Attachment 3.

1.10 “Service” means any of the Cisco Brand Commercial Services described in the corresponding Program Description, listed on the then current Price List and are “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101, and which are available to Integrator for resale to an End User in accordance with the terms of this CBR Agreement.

1.11 “Support Agreement” means Cisco’s then-current agreement between Integrator and the End User for the Services.

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1.12 “Technical Support Services” means SMARTnet, SMARTnet Onsite, Software Application Support and Cisco Services for IPS delivered by Cisco to End User listed to Attachment A to this Exhibit.

2.0 CISCO OBLIGATIONS; RELATIONSHIP OF THE PARTIES.

In consideration for the fees paid by Integrator to Cisco, Cisco will make available to the End User the Services listed in the Program Descriptions, subject to the availability limitation specified in Attachment 1. Notwithstanding anything to the contrary contained herein, Cisco reserves the right to directly support any End User. Cisco shall only be responsible for providing support in accordance with the terms and conditions of this CBR Agreement.

In its performance of Services under this CBR Agreement, Cisco acts at all times as Integrator’s subcontractor, retained by Integrator to provide Services specified in the Program Descriptions on behalf of Integrator to one or more End Users identified by Integrator to Cisco. In no event shall Integrator be deemed to be an agent of Cisco.

3.0 INTEGRATOR PROCEDURE TO RESELL SERVICES.

Subject to the terms and conditions of this CBR Agreement, Integrator is authorized on a non-exclusive basis to resell Services to End Users in accordance with the following procedure:

3.1 Immediately upon shipment of Product from Integrator to End User, Integrator will complete the Cisco Support Resale Form, Attachment 2, and either (i) fax the completed form to Cisco, or (ii) submit the required information via SCC if Integrator placed the order electronically. Notwithstanding the foregoing, in the event Integrator wishes to order Services for Other Product, Integrator shall follow procedure set forth in sub-section 8.8.

4.0 COMMENCEMENT OF SERVICES.

4.1 Cisco shall, as subcontractor to Integrator, perform the following Services:

4.1.1 Validate Product model and serial numbers provided by Integrator using the Equipment Schedule or via SCC.

4.1.2 Provide to End User the purchased Services as specified in the applicable Program Description.

4.1.3 Cisco.com Access. Cisco will provide a level of partner access to Cisco.com consistent with Integrator’s reseller status. This system provides Integrator with technical and general information on Products.

4.1.4 Bug Fixes. For the duration of the Cisco warranty period, Cisco will provide Bug Fixes to Integrator as follows:

4.1.4.1 When required, Cisco will provide new Software to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

4.1.4.2 Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End Users only for use on Products for which the End User is currently licensed to use the Software for which the Bug Fix is provided.

5.0 INTEGRATOR OBLIGATIONS.

5.1 Integrator shall either (1) have an existing Support Agreement with End User or (2) execute a Support Agreement between Integrator and End User and advise the End User that the Services, Advanced Services, and/or Technical Support Services are governed, at a minimum, by Cisco’s commercial terms set forth in Attachment 4, End User Minimum Terms and Conditions Support Agreement; and in either (1) or (2) above, Integrator agrees not to grant any greater rights to the End User for the Cisco Support than granted by Cisco to Integrator in the Agreement, Amendment and Support Exhibits. An example of a Support Agreement, with product description attachments, is located on Cisco.com at the URL referenced in Attachment 3 hereto.

5.2 Integrator shall make all reasonable efforts to ensure it takes the First Call from the End User and may open a case with Cisco on behalf of the End User using the Maintenance Contract

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Number. At all times the End User may call Cisco directly for support. Upon Integrator’s request, Cisco will notify Integrator via email of Cisco’s direct support of the End User.

5.3 Complete and submit a Cisco Support Resale Form (Attachment 2), or for orders placed electronically, provide to Cisco the required information via SCC at the time the order is placed by End User.

5.4 Integrator must provide at least thirty (30) days prior written notice in accordance with the Agreement by facsimile, electronic mail, SCC, or confirmed delivery post (“Notice”) of requested addition(s) to the Equipment Schedule. In addition, at least thirty (30) days Notice is required for Product relocations and service level/Product configuration changes, where applicable. For Product on the Equipment Schedule that End User has moved to a new location, Integrator shall provide Notice to Cisco Should Integrator fail to provide Cisco with notice as set forth in this section, Cisco shall be excused from any failure to provide service resulting from such lack of notification.

5.5 The Equipment Schedule may be revised for new Product, service level upgrades and Product configuration changes by Integrator’s purchase order requesting such revisions and Cisco’s acceptance thereof (based on availability). For changes, Cisco will charge the pro-rated difference beginning on the date the change is requested and ending on the last day of the impacted Equipment Schedule’s term.

5.6 Integrator shall provide Cisco with a purchase order, containing the description of Services for each support agreement, pricing for such Services less the applicable Integrator discount set forth in Section 8 hereto, and End User information, including, but not limited to, points of contact, site locations of Equipment, and serial numbers of Equipment.

5.7 Integrator shall provide to End User a copy of the corresponding Program Description for each Service purchased as of the date of commencement of Services.

5.8 Integrator shall provide to End User confirmation and registration materials for the services to be performed by Cisco on Integrator’s behalf, including but not limited to, a copy of the Equipment Schedule (including charges) and Maintenance Contract Number.

5.9 Integrator shall manage and escalate, in accordance with the Cisco’s Problem Prioritization and Escalation Guideline, (see Attachment 5 to this Exhibit) all calls opened by Integrator on behalf of the End User.

6.0 WARRANTY SERVICE

6.1 Integrator shall provide to its End Users, at no charge, all warranty service applicable to the Products when they were purchased by End User, for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. Warranty shall commence upon shipment to the End User. The warranty service provided by Integrator shall include, at a minimum, the following Software and Hardware replacement services:

6.1.1 Integrator shall distribute Bug Fixes to the End User during the warranty period.

6.1.2 Integrator shall meet the replacement obligations as set forth in the then-current published Product warranty applicable to the particular Product sold to the End User.

6.1.3 Returns Coordination. For Product returned to Cisco for replacement Integrator will comply with the following:

6.1.3.1 Coordinate the return of all failed parts, freight and insurance prepaid, to the location designated by Cisco. For Product that has been advance replaced pursuant to the Product warranty terms, Integrator shall return failed/defective Product within ten (10) days of receipt of the replacement Product; otherwise, Cisco may invoice Integrator the then-current price of the Product as set forth in Cisco’s Global Price List, less Integrator’s standard discount.

6.1.3.2 Integrator shall (a) properly package all Products prior to shipping Products to Cisco, (b) include a written description of the failure; (c) describe any changes or alterations made to the Product, and; (d) tag each returned Product with the

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

RMA transaction number provided by Cisco. Product returned to Cisco must conform in quantity and serial number to the RMA request.

7.0 RENEWAL OF SERVICES. Prior to expiration of an Equipment List to the Support Agreement, Cisco will send support renewal reminder notices to both Integrator and its End User. Upon receipt of Cisco’s notice of renewal of the Equipment List for the End User, Integrator will (i) initiate the renewal process with its End User and forward to Cisco the completed renewal with purchase order or (ii) notify Cisco of Integrator’s intent to cancel support on the Equipment List. If a renewal is not completed or notice of cancellation is not received by Cisco thirty (30) days prior to the expiration date of the Equipment List, Integrator authorizes Cisco to contact the End User for the express purpose of determining status of Equipment List renewals with the understanding that Cisco reserves the right to renew the Equipment List directly with the End User upon expiration date of the Equipment List.

8.0 PENETRATION DISCOUNT AND RESALE OF SERVICES.

8.1 Discounts.

8.1.1 Unit-Based Discounting. The price of Technical Support Services to Integrator from the Effective Date through September 30, 2005 and for the twelve month period of October 1, 2005 through September 30, 2006 is calculated by applying Cisco’s then-current service list price less the applicable discount based on Integrator’s ability to have attached Service to Product purchased over the previous twelve (12) month period on a units-based method shown below.

Determination of Unit-Based Attach Rate. Unit-Based Attach Rate is established by calculating Integrator’s total number of Products covered by Cisco brand services (per Attachment A) as a percentage of the total number of Products purchased over the most recent period of twelve (12) full calendar months and the result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

Attach Rate	Discount
0% to <35%	[***]%
35% to <55%	[***]%
55% to <75%	[***]%
>75%	[***]%

8.1.2 Dollar-Based Discounting. The price of Technical Support Services to Integrator for the period of October 1, 2006 through September 30, 2007 is calculated by applying Cisco’s then-current service list price less the applicable discount based on Integrator’s ability to attach Service calculated as follows:

Determination of Attach Rate. Attach Rate is calculated by Integrator’s total monetary value (U.S. Dollar) of all serviceable Hardware items sold by Integrator with Service coverage attached by Integrator in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level) divided by the total monetary (U.S. Dollar) of all serviceable Hardware items sold by Integrator with Service coverage available to be attached by Integrator in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level. The result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Attach Rate	Discount
0% to <60%	[***]%
60% to <75%	[***]%
³75%	[***]%

Examples:

Integrator purchased 8 devices (6 of Device A and 2 of Device B) and sold support on 4 of Device A and 2 of Device B. The NBD price for the Device A is $50 and for Device B is $10. The Attach Rate is actual Service sold (4x$50 plus 2x$10) divided by total dollar value of Service (6x$50 plus 2x$10). 220/320=68.8% represents the Attach Rate with a corresponding discount of [***]%.

Multi-Year Scenario: Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The Attach Rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the first year Attach Rate actual performance and Attach Rate opportunity ($50). The Attach Rate actual performance is the one year NBD value of service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents an Attach Rate of 100% with a corresponding discount of [***]%.

8.1.3 Cisco will review Integrator’s actual service sales Attach Rates at the time the Integrator renews the Agreement with Cisco and at six month intervals during the Unit-Based Discounting timeframe. Cisco reserves the right to adjust Integrator’s resale discount at the time of review. Any adjustment to the resale discount will be communicated in writing to the Integrator by Cisco. The mid-year review described herein will not apply under the Dollar-Based Discounting method.

8.1.4 Integrator must have purchased Product for a minimum of twelve months in order to determine the initial Attach Rate discount. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be the minimum discount under the applicable Attach Rate table.

8.1.5 Upon renewal of the Equipment List(s), the discount will be the corresponding discount associated with the Attach Rate.

8.1.6 The discounts listed above are not applicable for the initial twelve (12) month period of support of Other Product by Integrator when Integrator resells Cisco brand services. Integrator discount for Other Product shall be [***] percent ([***]%) during the initial twelve (12) month of support by Integrator.

8.1.7 The discounts listed above do not apply when Integrator resells Advanced Services. Integrator Discount for Advanced Services shall be [***] ([***]%) percent.

8.2 Quarterly Renewal Rate Credit. Integrator may be entitled to receive a credit against future purchases under this Exhibit based on Integrator’s ability to renew Services quarterly during the period August 1, 2005 through July 31, 2006. Cisco will issue credits on a quarterly basis to Integrator based on the Quarterly Renewal Rate percentage achieved by Integrator in accordance with the table shown below. Credit will be calculated based on Integrator’s total monetary value (U.S. Dollar) of all renewal Services bookings by Cisco during the applicable calendar quarter.

Determination of Quarterly Renewal Rate. Quarterly Renewal Rate is calculated by Integrator’s total monetary value (U.S. Dollar) of all serviceable items with service coverage renewed each calendar quarter during the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level for Hardware or SAS/U Global Price

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

List Price for Application Software, as applicable, divided by the total monetary (U.S. Dollar) of all serviceable items with service coverage available for renewal each calendar quarter during the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level for Hardware or SAS/U Global Price List Price for Application Software, as applicable. The calculation is rounded to one decimal place for purposes of Quarterly Renewal Rate determination. For example, a Quarterly Renewal Rate of 89.95% is rounded up to 90% and a Quarterly Renewal Rate of 89.94% is rounded down to 89.9%.

Renewal Rate	Credit against renewal Service booking
³90%	[***]%
85% to <90%	[***]%
80% to <85%	[***]%
0% to <80%	[***]

Examples:

Integrator currently supports 8 devices (6 of Device A and 2 of Device B) and renews support on 4 of Device A and 2 of Device B. The NBD price for the Device A is $50 and for Device B is $10. The Quarterly Renewal Rate is actual service renewed (4x$50 plus 2x$10) divided by total dollar value of service available for renewal (6x$50 plus 2x$10). 220/320=68.75% represents the Quarterly Renewal Rate. [***] during that quarter.

Multi-Year Scenario: Multi-year contracts are treated as a series of single-year contracts with on-time renewals. Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The renewal rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the second and third year renewal rate actual performance and renewal rate opportunity ($50). The renewal rate actual performance is the one year NBD value of Service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents a renewal rate of 100%. For the credit calculation, this value ($50) was not booked in the corresponding quarter; it will not be a part of calculation base.

8.2.1 Limitations.

a) Integrator is not eligible for Quarterly Renewal Rate Credit under this Exhibit in the event Integrator receives credits or rebate under an alternate exhibit or agreement with Cisco for related to measurement of Quarterly Renewal Rate.

b) Other Product that is renewed will not be included under the Quarterly Renewal Rate Credit calculation.

c) Any renewals for Products not supported by Integrator during the Measurement Period will not be included under the Quarterly Renewal Rate Credit calculation.

d) Any multi-year Purchase Order previously placed by Integrator is included in the renewal rate calculation but is not eligible for the Quarterly Renewal Rate Credit.

e) Quarterly Renewal Rate Credit is applied against renewals of the Technical Support Services portion only.

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8.2.2 Earned Credit. Any Quarterly Renewal Rate Credit earned by Integrator from August 1, 2005 until the effective date of this Exhibit, which shall be no later than July 31, 2006, shall be held by Cisco and credited to Integrator, based on Cisco’s fiscal year (Aug-July), after the effective date of this Exhibit. Earned credit shall only apply during the Cisco fiscal year in which the Exhibit was executed and shall not carryover to a future Cisco fiscal year.

8.2.3 Reporting. For purposes of Quarterly Renewal Rate determination, Cisco will run reports at the completion of each calendar quarter.

8.3 Performance Metrics Central (“PMC”). Integrator’s Attach Rate and Renewal Rate performance will be calculated and updated monthly and available at Cisco’s PMC tool on Cisco.com. Integrator will have access via the PMC tool to view the status of Attach Rate and Renewal Rate on an on-going basis.

8.4 All Services are invoiced annually in advance, payable thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed in writing. Partial year Support Agreements (period of performance less than twelve (12) months) will include at ten percent (10%) adjustment; and/or requests for any payment term other than pre-paid twelve (12) months in advance will include an additional ten percent (10%) adjustment.

8.5 All prices in the Equipment Schedule are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. In addition, the following items will be billed to Integrator: (i) time and material fees for any additional services performed by Cisco; and (ii) Product list price of replaced Product not returned by End User pursuant to the terms as set forth on the applicable Program Description.

8.6 Integrator is free to determine its prices for Services to End Users unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

8.7 Support for Other Product. Integrator may support Other Product under the following conditions: Integrator provides Cisco with (i) Notice to support Other Product; and (ii) a letter from the End User including notification for Service from the Integrator, which letter must include a list of the Product and serial number(s) to be supported.

8.8 Unsupported End User List. Integrator must provide information on all End Users who have purchased Product from Integrator without also purchasing Services. In the event Integrator does not provide this information for all Products, in each quarter, Cisco will provide a report identifying the model types and serial numbers of Product purchased by Integrator for which the following information is required: End User name and End User address and phone number. Integrator will complete and return this information to Cisco no later than twenty (20) business days from the date the report is provided to Integrator.

9.0 WARRANTY.

NOTHING IN THIS CBR AGREEMENT SHALL AFFECT THE WARRANTIES PROVIDED WITH ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY INTEGRATOR AND/OR END USER. ANY AND ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO CISCO), SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE GREATEST

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EXTENT ALLOWED BY APPLICABLE LAW. INTEGRATOR MUST NOTIFY CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE APPLICABLE SERVICE ON THE EQUIPMENT LIST AND RETURN OF THE UNUSED PORTION OF THE FEES PAID TO CISCO BY INTEGRATOR FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THE CBR AGREEMENT. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S BEHALF.

10.0 GENERAL.

10.1 Entitlement.

Integrator acknowledges that an End User and/or Integrator is entitled to receive support services only on Products for which Integrator or End User has paid the applicable fees. Integrator agrees to assist Cisco with enforcement of End User entitlement to the extent Cisco, in its discretion, deems such assistance to be necessary

10.2 Independent Contractors.

The relationship of Cisco and Integrator is that of independent contractors, and nothing contained in this CBR Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other, (ii) constitute the parties as partners, joint venturers, fiduciaries, co-owners or otherwise as participants in a joint or common undertaking, or (iii) allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under the CBR Agreement. Integrator shall not make any representations or warranties of any kind on behalf of Cisco, or with respect to the content or nature of Services to be provided by Cisco.

10.3 Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorney’s fees (“Damages”), resulting from any claim made by End User against Cisco hereunder under claim of a third party beneficiary or otherwise or which arise out of the representations, acts or failure to act of Integrator. This shall not limit Cisco’s obligations, subject to the terms and conditions of this CBR Agreement, to provide the Services described herein.

10.4 Except for those provisions required to be included pursuant to Section 5, Integrator is free to determine the contents of its Support Agreement provided that Cisco is under no obligation to Integrator nor End User to provide any services other than those specified in this CBR Agreement. Integrator shall indemnify Cisco for any additional commitments or representations whether written or oral, made on Cisco’s behalf.

10.5 URL. Integrator hereby confirms that it has the ability to access, has accessed and has read, the information made available by Cisco at all of the world wide web sites/URLs/addresses/pages referred to anywhere throughout this Agreement (including any of the Exhibits hereto). Integrator acknowledges that Cisco may modify any URL address or terminate the availability of any information at any address without notice to Integrator.

11.0 TERMINATION.

Each Service shall terminate in accordance with its terms as set forth on the Program Description. Notwithstanding anything to the contrary, each Service hereunder shall terminate immediately upon termination of this CBR Agreement, unless otherwise agreed by Cisco. Any such termination shall be entirely without liability to either party, except as set forth below.

11.1 Services may be terminated by Cisco and/or Cisco may suspend its performance immediately upon

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written notice to Integrator if Integrator fails to pay for the Services when due and fails to make such payment within fifteen (15) days after written notice from Cisco of such past due payment. Any continuation of Services shall be at Cisco’s sole discretion.

11.2 This CBR Agreement, and/or any Services hereunder may be terminated immediately upon written notice by either party under any of the following conditions:

11.2.1 If the other party has failed to cure a breach of any material term or condition under the CBR Agreement, and/or Services within thirty (30) days after receipt of Notice from the other party including a detailed description of such breach.

11.2.2 Either party assigns (by operation of law or otherwise, and including merger) or transfers any of the rights or responsibilities granted hereunder, without the prior written consent of the other party, except as permitted under this CBR Agreement or in the event of a sale of all or substantially all of such party’s assets, or transfer of a controlling interest in such party to an unaffiliated third party.

11.3 Upon termination of this CBR Agreement, and/or any Services, Integrator shall pay Cisco for all work performed under the affected Service(s) up to the effective date of termination at the agreed upon prices, fees and expense.

11.4 In the event this CBR Agreement is terminated by either party, neither shall have any further obligations under this CBR Agreement, except as provided herein. Termination of this CBR Agreement shall not constitute a waiver for any amounts due.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 1 to EXHIBIT C

SERVICES AVAILABILITY

Service	Discount	Availability
Technical Support Services
SMARTnet 8x5xNext Business Day (“NBD”) SMARTnet 8x5x4 SMARTnet 24x7x4	[***]% - [***]%	Please confirm via the service locator tool located in the Service Contract Center (SCC at http://tools.cisco.com/apidc/sam/search/seado
SMARTnet Onsite 8x5xNBD SMARTnet Onsite 8x5x4 SMARTnet Onsite 24x7x4
Software Application Services (“SAS”) Software Application Services with Updates (“SASU”)
Cisco Services for IPS
SMB Support Assistant
Advanced Service	DISCOUNT	Availability
Focused Technical Support/Network Optimization Support (FTS/NOS) – configuration as selected by End User and further detailed on Purchase Order	[***]%	Please confirm via the service locator tool located in the Service Contract Center (SCC at http://tools.cisco.com/apidc/sam/search/seado
Technology Application Support (TAS) – configuration as selected by End User and further detailed on Purchase Order	[***]%
Total Implementation Services (TIS)	[***]%
	[***]%
Network Deployment Mentoring (NDM)

A current list of Services is provided above. List may be updated from time to

time. Current information is available upon request.

1. SMARTnet, SMARTnet O/S, SAS and SASU discounts are based on an attach rate, resulting in a discount calculated between 10% and 25%.

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ATTACHMENT 2 to EXHIBIT C

CISCO SUPPORT RESALE FORM

This form MUST be completed by Integrator for each order to resell Cisco brand Services to End Users.

Completion of this form will ensure:

● Integrators receive the appropriate discounts.

● Integrator’s End Users receive the entitled level of service and support.

● Partner Notification e-mail is set up for Integrator.

STEP 1 - Complete Integrator billing information.

INTEGRATOR: Name  and Billing Address (as they appear on Purchase Order):                     ☐ Same  as Sales Order

Bill-to

Name:

Address:

City/State:        

Country:

Postal Code:

Contact/

Phone No.:

Channel Certification Level:

PARTNER NOTIFICATION E-MAIL ADDRESS OR ALIAS

Address or Alias:                                                   (i.e. Integrator_TAC@Integrator.com)

Required if you would like to receive automatic notification of End User activity with Cisco on this Support Agreement.

STEP 2 - Complete Coverage Type, site details and existing contract information

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

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Additional Sites Worksheet

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

  ☐ SMARTnet 8x5xNBD   ☐ SMARTnet Onsite 8x5xNBD   ☐ FTS/NOS ☐ SMARTnet 8x5x4 ☐ SMARTnet Onsite 8x5x4 ☐ TAS                 ☐ SMARTnet 24x7x4
                ☐ SMARTnet onsite 24x7x4          ☐ SAS

End Customer Name:	Product Type:
Str:	Original Product Purchase Order:
City:	Serial Number:
State/Postal Code:
Country:
ATTN:
Phone/Fax:
Product/Serial No.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT 3 to EXHIBIT C

PROGRAM DESCRIPTIONS AND SAMPLE END USER AGREEMENT

Program Descriptions and a Sample End User Agreement can be downloaded from the URLs identified below.

PROGRAM DESCRIPTIONS

SMARTnet

[***]

SMARTnet Onsite

[***]

SAS/SASU

[***]

FTS/NOS

Focus Technical Support and Network Optimization Support Service Descriptions are available upon request.

SAMPLE AGREEMENT

Sample End User Agreement

http://www.cisco.com/warp/partner/synchronicd/cc/serv/mkt/sup/part/ptssof/tcspsv/brsp/brres/index.htm

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ATTACHMENT 4 to EXHIBIT C

END USER MINIMUM TERMS AND CONDITIONS FOR SUPPORT AGREEMENT

Each Support Agreement will be subject to the following minimum commercial terms and conditions:

(4) End User will comply with Cisco’s and/or any other applicable Export Restrictions.

(5) End User will comply with Cisco’s standard Software License Agreement for all Cisco software provided as well as any related Services (including any upgrades, patches, or Bug Fixes provided at a later time), which are expressly provided pursuant to FAR 52.227-19(*).

(6) End User will comply with the additional commercial terms and conditions provided in the Program Description.

(5) End User will keep all Cisco Confidential Information confidential.

(6) Cisco or its suppliers’ liabilities shall be limited to the amounts paid to Cisco for the Service giving rise to the liability during the six (6) months preceding the event or circumstances giving rise to such liability. Liability under each Service shall be cumulative and not per incident.

(7) In no event shall Cisco or its suppliers shall be liable for: (A) any indirect, incidental, special, punitive or consequential damages, lost profits or lost data, whether arising in contract, tort (including negligence) or otherwise; or (B) any costs or expenses for the procurement of substitute equipment or services in each case, even if End Users, Integrator, Cisco, or its suppliers have been informed of the possibility thereof,

(8) Cisco makes no warranty of any kind with respect to the Product, express or implied, including, without limitation, the implied warranties of merchantability, fitness for a particular purpose and non-infringement of third party rights. Any and all Services provided hereunder shall be performed in a workmanlike manner.

In the event Advanced Services are resold by Integrator, each Support Agreement will be subject to the following additional commercial terms and conditions:

(9) LICENSING. In the event that Cisco provides Software hereunder (whether on a Data Collection Tool or otherwise), Cisco grants to Integrator’s End User a nonexclusive and nontransferable license to use the Software, in object code form only, on the Data Collection Tool on which such Software is provided hereunder or, if no Data Collection is provided hereunder, on a single Hardware chassis, until the earlier of: (i) the expiration or termination of the Support Agreement; or (ii) Cisco’s request to End User that the Data Collection Tool(s) be returned to Cisco. End User shall have no right, and End User specifically agrees not to: (a) rent, lease, distribute, sell, transfer or sublicense its license rights to any other person, or use the Software on unauthorized or secondhand Cisco equipment; (b) make error corrections to or otherwise modify or adapt the Software nor create derivative works based upon the Software, or to permit third parties to do the same; or (c) copy, in whole or in part Software or document (except for one backup copy), decompile, decrypt, reverse engineer, disassemble or otherwise reduce all or any portion of the Software to human-readable form. Cisco shall make available any interface information which the End User’s entitled under applicable law, upon written notice request and payment of Cisco’s applicable fee.

(10) LIMITATIONS. END USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT IT IS SOLELY RESPONSIBLE FOR DETERMINATION AND IMPLEMENTATION OF ITS NETWORK DESIGN REQUIREMENTS. IN NO EVENT SHALL CISCO BE LIABLE FOR (A) ANY DISCLOSURE OF THE CONTENTS OR OUTPUT OF PERFORMANCE ANALYSES, NETWORK OR OTHER REPORTS AND/OR DATA COLLECTION TOOLS BY END USER’S EMPLOYEE(S) OR THIRD PARTY(S); (B)

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THE SECURITY OF END USER’S NETWORK OR FOR ANY UNAUTHORIZED ACCESS TO SUCH NETWORK BY END USER’S EMPLOYEE(S), CONTRACTOR(S), OR THIRD PARTY(S); OR (C) THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED IN ANY DESIGN REPORT. End User hereby indemnifies Cisco for any damage to or loss or theft of Data Collection Tools while in End User’s custody. End User must immediately return Data Collection Tool(s) to Cisco, as instructed by Cisco, upon the earlier of: (i) expiration or termination of the Support Agreement; or (ii) Cisco’s request to End User that the Data Collection Tool(s) be returned to Cisco.

A sample Support Agreement for use by Integrator is located at the URL identified in Attachment 3. Integrator shall attach the applicable Program Description to each Support Agreement between Integrator and End User.

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ATTACHMENT 5 TO EXHIBIT C

CISCO PROBLEM PRIORITIZATION AND ESCALATION GUIDELINE

To ensure that all problems are reported in a standard format, Cisco has established the following problem priority definitions. These definitions will assist Cisco in allocating the appropriate resources to resolve problems. Integrator must assign a priority to all problems submitted to Cisco.

PROBLEM PRIORITY DEFINITIONS:

Priority 1 :	An existing network is down or there is a critical impact to the End User’s business operation. Cisco, Integrator and End User will commit full-time resources to resolve the situation.
Priority 2:	Operation of an existing network is severely degraded, or significant aspects of the End User’s business operation are being negatively impacted by unacceptable network performance. Cisco, Integrator and End User will commit full-time resources during Standard Business Hours to resolve the situation.
Priority 3 :	Operational performance of the network is impaired while most business operations remain functional. Cisco, Integrator and End User are willing to commit resources during Standard Business Hours to restore service to satisfactory levels.
Priority 4 :	Information or assistance is required on Cisco product capabilities, installation, or configuration. There is clearly little or no impact to the End User’s business operation. Cisco, Integrator and End User are willing to provide resources during Standard Business Hours to provide information or assistance as requested.

Cisco encourages Integrator to reference this guide when Integrator-initiated escalation is required. If Integrator does not feel that adequate forward progress or the quality of Cisco service is satisfactory, Cisco encourages Integrator to escalate the problem ownership to the appropriate level of Cisco management by asking for the TAC Duty Manager.

CISCO ESCALATION GUIDELINE:

Elapsed Time	Priority 1	Priority 2	Priority 3	Priority 4
1-Hour	Customer Engineering Manager
4-Hour	Technical Support Director	Customer Engineering Manager
24-Hour	Vice President Customer Advocacy	Technical Support Director
48-Hour	President (CEO)	Vice President Customer Advocacy
72-Hour			Customer Engineering Manager
96-Hour		President (CEO)	Technical Support Director	Customer Engineering Manager

Note: Priority 1 problem escalation times are measured in calendar hours 24 hours per day, 7 days per week. Priority 2, 3 and 4 escalation times correspond with Standard Business Hours. The Cisco Manager to which the problem is escalated will take ownership of the problem and provide the Integrator with updates. Cisco recommends that Integrator-initiated escalation begin at the Customer Engineering Manager level and proceed upward using the escalation guideline shown above for reference. This will allow those most closely associated with the support resources to correct any service problems quickly.

ACCESSING TAC:

North America, South America:	+1-800-553-2447 (within the United States)
	+1-408-526-7209
Europe, Middle East, Africa:	+32-2-778-4242
Asia Pacific:	+1-800-805-227 (within Australia)
	+61-2-9935-4107

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AMENDMENT NO. 3

This Amendment No. 3 (“Amendment”) to the U.S. Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation formerly known as The Presidio Corporation having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, MD 20770, is entered into as of the date last written below (the “Effective Date”).

WHEREAS, Cisco and Integrator have previously entered into the Agreement dated May 14, 2002, as amended,

WHEREAS, Integrator acquired Networked Information Systems, LLC, and changed its name to Presidio Networked Solutions, Inc. pursuant to Articles of Merger filed with the Florida Department of State on February 2, 2007,

NOW WHEREFORE, the parties agree to amend the Agreement as follows:

1) All references to Integrator in the Agreement, as amended, shall be deemed to refer to Presidio Networked Solutions, Inc.

2) The term of the Agreement is extended until June 1, 2008.

3) All other terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the last date which is written below.

CISCO SYSTEMS, INC.		PRESIDIO NETWORKED SOLUTIONS, INC. (formerly known as The Presidio Corporation)
BY:		BY:
(Authorized Signature)		(Authorized Signature)
NAME:          FRANK A. CALDERONI		NAME:              Teresa M. McMahon
TITLE:         VP, WW SALES FINANCE		TITLE:                        CFO
DATE:                                        Apr 23, 2007		DATE:                       4/9/07

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AMENDMENT NO. 4

This Amendment No. 4 (“Amendment”) to the U.S. Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, MD 20770, is entered into as of the date last written below (the “Effective Date”).

WHEREAS, Cisco and Integrator have previously entered into the Agreement dated May 14, 2002, as amended,

NOW WHEREFORE, the parties agree to amend the Agreement as follows:

1) The attached Exhibit C-1, Exhibit For the Purchase and Resale of Cisco Transactional Advanced Services, is hereby added to the Agreement as Exhibit C-1, Exhibit For the Purchase and Resale of Cisco Transactional Advanced Services.

2) All other terms and conditions of the Agreement remain unchanged.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the last date which is written below.

CISCO SYSTEMS, INC.		PRESIDIO NETWORKED SOLUTIONS, INC.
BY:		BY:
(Authorized Signature)		(Authorized Signature)
NAME:                      Ted Hull		NAME:                       David C Hart
TITLE:                       VP-CSF		TITLE:                          EVP/CTO
DATE:                                             3/28/2008		DATE:                           11/20/07

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EXHIBIT C-1

EXHIBIT FOR THE PURCHASE AND RESALE OF CISCO TRANSACTIONAL ADVANCED SERVICES

This Exhibit for the Purchase and Resale of Cisco Transactional Advanced Services (“Exhibit”), and all referenced Appendices, supplement the Agreement, and govern Integrator’s purchase of Transactional Advanced Services for its own Internal Use and for Resale to End Users. Any capitalized terms not defined herein shall have the meaning ascribed to such terms in the Agreement. Except as modified by this Exhibit, all terms and conditions of the Agreement shall remain in full force and effect. To the extent there is a conflict between the terms of the Agreement and this Exhibit, the terms of this Exhibit shall control as to the subject matter of this Exhibit.

1. Definitions (for the purposes of this Exhibit only) are those in Appendix A (Glossary of Terms) at the end of this Exhibit or as defined in the Agreement.

2. Scope.

a. This Exhibit amends the Agreement to include the terms and conditions under which Integrator may purchase Transactional Advanced Services from Cisco for: (i) its Internal Use and (ii) Resale to End Users. The terms and conditions under which integrator may purchase and resell subscription (Service Description-based) Advanced Services, if any, are as set forth in the Agreement, and are not modified in any way by this Exhibit.

b. The Cisco Brand Resale Support Exhibit or Cisco Brand Resale Support Appendix (as the case may be) as set forth in the Agreement is hereby amended to allow for the purchase and resale of Transactional Advanced Services to End Users.

c. The term “Services” as defined in the Agreement and related Support Exhibit(s) is hereby amended to include Transactional Advanced Services. Except as set forth herein, all terms and conditions regarding Integrator’s purchase and resale of Services (including Transactional Advanced Services), and delivery of such Services by Cisco shall be as set forth in the Agreement.

3. Orders. Integrator shall, upon and subject to approval by Cisco, purchase Transactional Advanced Services by issuing a Purchase Order. For Transactional Advanced Services intended for Resale to an End User, Integrator will comply with the resale procedure as set forth in this Exhibit. Each Purchase Order must be signed/sealed, as applicable, if requested by Cisco, or (in the case of electronic transmission) sent, by an authorized representative, indicating the SOW project identification number, specific Services, quantity, price, total purchase price, bill-to and ship-to names (if for Resale), addresses, tax exempt certifications, if applicable, reference to this Exhibit, and any other special instructions. No contingency contained on any Purchase Order shall be binding upon Cisco. The terms of this

Exhibit shall apply, regardless of any additional or conflicting terms on any Purchase Order or other correspondence or documentation submitted by Integrator to Cisco, and any such additional or conflicting terms are deemed rejected by Cisco.

4. Advanced Services – Statements of Work.

a. The Transactional Advanced Services will be provided by Cisco pursuant to the terms and conditions of this Exhibit and the Agreement. Cisco may use subcontractors (under separate contract to Cisco) to perform the Transactional Advanced Services, or portion(s) thereof.

b. Cisco will not proceed with performing Transactional Advanced Services until both Integrator and Cisco have signed the applicable SOW. Each SOW, once signed by both parties, shall become a part of this Exhibit. Each SOW shall at least include:

- A description of each party’s obligations,

- An estimated performance schedule, Including Milestones, when applicable;

- Completion criteria that Cisco will meet to fulfill its obligations under the SOW; and

- Identification of primary contacts for Cisco, Integrator and End User, if applicable.

c. SOWs may only be amended by a written document signed by each party’s authorized representative, and per the change management procedures set forth therein.

d. The applicable SOW(s) exclusively define the scope of the Transactional Advanced Services. Integrator agrees that Cisco is not responsible for providing any Services (to Integrator or End User, as applicable) beyond those explicitly set forth in the SOW(s). To the extent there is a conflict between the terms of a SOW and this Exhibit, the terms of this Exhibit shall control, unless explicitly stated otherwise in the SOW.

5. Pricing.

a. Prices for Transactional Advanced Services shall be as specified in the applicable SOW.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

b. All prices are exclusive of any taxes, fees, duties or other applicable amounts. Integrator shall pay the taxes related to Transactional Advanced Services purchased pursuant to this Exhibit, or Integrator shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes, if any, shall be billed as a separate item on the Invoice. Cisco reserves the right to increase the Transactional Advanced Service fee in the event Integrator determines any withholding tax obligation prevents Cisco from receiving the specified prices for such Transactional Advanced Services pursuant to Section 5(a) above.

c. Prices for Transactional Advanced Services are not subject to any discount.

6. Payment and Invoicing.

a. Payment. All Purchase Orders are subject to credit approval and, subject thereto, payment terms are net thirty (30) days from the date of invoice. Unless otherwise agreed by Cisco, all payments shall be made in the currency used by the Cisco Systems entity with which Integrator has placed its Purchase Order. Any sum not paid by Integrator when due shall bear interest from the due date until paid at a rate of: (i) [***] per cent per annum or (ii) the maximum rate permitted by law, whichever is less.

b. Invocing. Cisco will invoice Integrator upon completion of each Milestone as defined in the SOW, per the SOW’s Milestone schedule. Invoices may contain multiple Milestones. The SOW Milestone schedule supersedes any Milestones identified in a Purchase Order; nevertheless, unless otherwise mutually agreed upon via a change management procedure, the total invoiced amounts for SOW Milestones shall not exceed the total amount of Integrator’s Purchase Order. Integrator shall not delegate to End User (or any other third party) or otherwise assign the task of accepting or assessing completion of Milestones; any language to the contrary in any SOW is void and of no effect. If a SOW does not contain a Milestone schedule, Cisco will Invoice Transactional Advanced Services performed under such SOW as set forth in such SOW.

7. Term and Termination.

a. The term of this Exhibit is effective as of the Effective Date and shall, subject to any early termination as provided herein, terminate when the Agreement is terminated or expires.

b. The term of each SOW shall commence on the last date of signature of the SOW and continue until last Milestone completion, unless otherwise specified in the SOW.

c. Cisco shall have a lead-time of up to sixty (60) days from acceptance of Purchase Order for scheduling of Transactional Advanced Services.

d. This Exhibit, and any Transactional Advanced Services being performed hereunder, may be terminated immediately by either party upon written notice:

(i) if the other party breaches any of the material provisions of this Exhibit and the breach is not capable of being cured or after providing thirty (30) days written notice to the breaching party if the breaching party fails to cure such breach within such period;

(ii) if the other party: (w) ceases, or threatens to cease to carry on business as a going concern; or (x) becomes or may become the object of the institution of voluntary or Involuntary proceedings in bankruptcy or liquidation, or (y) a receiver or similar officer is appointed with respect to the whole or a substantial part of its assets; or (z) an event similar to any of the foregoing occurs under applicable law; or

(iii) if, except as provided below, either party assigns (by operation of law or otherwise, including merger) or transfers any of the rights or responsibilities granted under this Exhibit or any SOW, without the prior written consent of the other party, or in the event of a sale of all or substantially all of such party’s assets, or transfer of a controlling interest in such party to an unaffiliated third party. Notwithstanding the foregoing: (y) Cisco reserves the right to subcontract Transactional Advanced Services to any Affiliate or third party organization to provide Transactional Advanced Services to Integrator, and (z) Cisco may assign this Exhibit or all or any portion of its rights and obligations hereunder, to any Affiliate of Cisco.

e. If Transactional Advanced Services fees are not paid when due and payment has not been received within thirty (30) days after notice from Cisco of such past due payment, Cisco may withhold the provision of Transactional Advanced Services until all amounts past due are paid in full, and/or immediately terminate this Exhibit or any SOW(s).

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f. If, following termination or expiration of this Exhibit, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Exhibit notwithstanding the earlier expiration or termination of this Exhibit; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered a renewal of this Exhibit.

g. Each SOW shall terminate immediately upon termination of this Exhibit, unless otherwise agreed by the parties. Notwithstanding the foregoing, the parties’ ongoing obligations under any non-terminated SOWs will continue through the end of their defined term, unless otherwise agreed by the parties in writing.

h. Upon termination of this Exhibit or any SOW, Integrator shall pay Cisco for all work Cisco has performed up to the effective date of termination at the agreed upon prices, fees and expense reimbursement rates.

8. Procedure to Resell Transactional Advanced Services.

a. Resale Procedure. The following procedure is for Integrator’s Resale of Transactional Advanced Services to End User(s):

(i) Integrator will submit a request for services and a request for proposal (“RFP”) for the proposed Transactional Advanced Services to Cisco. The RFP should include the following information: End User name, relevant information regarding End User’s Network(s), Product(s) and Software Involved, and the scope of the requested Transactional Advanced Services.

(ii) Upon receipt of the RFP, Cisco will work with Integrator to size and scope the proposed Transactional Advanced Services, and provide Integrator with a quote for Transactional Advanced Services as a SOW. A valid SOW will identify the Transactional Advanced Services and any Deliverables, the respective responsibilities of Cisco, Integrator and End User, any special terms and conditions, the price for such Transactional Advanced Services and the period during which such Transactional Advanced Services shall be provided. Each SOW must (y) be signed by a duly authorized representative of Cisco and (z) have a unique Cisco reference number. No SOW is valid without an accompanying Cisco reference number.

(iii) Integrator shall sign the SOW, and submit the SOW to Cisco.

(iv) Integrator shall issue to Cisco a valid Purchase Order that references the SOW.

(v) If Cisco accepts Integrator’s Purchase Order and the signed SOW, Cisco will:

(1) Signify its acceptance of the SOW;

(2) Confirm receipt and entry of Integrator’s Purchase Order; and

(3) Schedule commencement of such Transactional Advanced Services pursuant to the SOW within sixty (60) days.

b. Cisco’s Rights and Obligations.

(i) Cisco will make available for resale by integrator only the Transactional Advanced Services described in a Cisco SOW as a response to an Integrator RFP.

(ii) The Transactional Advanced Services described in the SOW will be subject to the Change Management Procedures defined therein.

(iii) Cisco has the right to refuse to provide Transactional Advanced Services requested in an RFP, and any Transactional Advanced Services as a result of the Change Management Procedures, at its sole discretion.

(iv) Cisco has no obligation to fulfill Transactional Advanced Services represented by Integrator to End User that are not explicitly set forth in a SOW accepted by Cisco.

c. Integrator’s Rights and Obligations. For Transactional Advanced Services for which Integrator has followed the above procedure to resell, and after Cisco has accepted the SOW for such Transactional Advanced Services:

(i) Integrator is authorized, on a non-exclusive basis, to resell such Transactional Advanced Services to End User pursuant to the provisions of this Exhibit.

(ii) Integrator agrees that prior to accepting a purchase order from an End User for such Transactional Advanced Services, Integrator shall either:

(1) Ensure that for each Transactional Advanced Service purchased, End User understands Cisco’s obligations and End User’s responsibilities and obligations under the applicable SOW; or

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

(2) Include the project scope and responsibilities of each party for each Transactional Advanced Service as set forth in the applicable SOW in its separate contract(s) with End User for each Transactional Advanced Service resold by Integrator, and disclose that Integrator has contracted with Cisco for the provision of such Transactional Advanced Services.

(iii) Integrator shall provide to Cisco, and Cisco shall ensure that its personnel or subcontractors make commercially reasonable efforts to comply with End User’s security regulations in their activities at End User sites or in connection with End User systems; however, Cisco’s personnel or agents shall not be required to sign individual agreements with End User or Integrator or waive any personal rights such personnel or agents might have.

9. Warranty.

a. ALL TRANSACTIONAL ADVANCED SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION 9, CISCO HEREBY DISCLAIMS AND INTEGRATOR WAIVES ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING WITHOUT LIMITATION, ANY WARRANTY OR CONDITION: (I) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT OR ACCURACY, OR (II) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY.

b. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD. INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE TRANSACTIONAL ADVANCED SERVICES; OR TERMINATION OF THIS EXHIBIT OR THE APPLICABLE TRANSACTIONAL ADVANCED SERVICES AND RETURN OF THE PORTION OF THE TRANSACTIONAL ADVANCED SERVICE FEES PAID TO CISCO BY INTEGRATOR FOR SUCH NON-CONFORMING TRANSACTIONAL ADVANCED SERVICES.

10. [***]

11. License. Nothing in any SOW shall amend the licenses provided with any Cisco hardware or software products, integrator’s and End User’s intellectual property license rights provided hereunder, if any, shall be as set forth in Appendix B. The provisions in Appendix B apply only to those Transactional Advanced Services, Deliverables and other Intellectual Property detailed in any SOW.

a. If the Transactional Advanced Services are for Resale by Integrator to End User, then:

(i) Integrator hereby agrees to provide a copy of the terms and conditions in Appendix B (or substantially similar terms and

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conditions) to End User and have End User agree to be bound by such terms and conditions pursuant to a legally enforceable written agreement. Integrator agrees that it will be liable to Cisco for any breach of such terms and conditions by End User; and

(ii) Except as otherwise set forth in a separate written agreement with Cisco or in an applicable SOW and subject to the terms and conditions herein, Cisco hereby grants Integrator a limited, non-exclusive, non-transferable right (without right to sublicense) to use, copy and distribute to End User: (i) Software provided as a result of Transactional Advanced Services, if any, (ii) the Deliverables specified in each SOW (in object code form if Software), if any, and (iii) Data Collection Tools, if any, solely for the purpose of fulfilling any Integrator obligations to End User as explicitly set forth in an applicable SOW, if any.

12. Ownership. As between Integrator and Cisco, Cisco shall at all times retain all right, title and interest in and to all pre-existing Intellectual Property owned by Cisco as of the Effective Date and all Intellectual Property in and to the Transactional Advanced Services, Products, Deliverables and Data Collection Tools or other Intellectual Property provided or developed by Cisco or a third party on Cisco’s behalf thereafter. As between Integrator and Cisco, Integrator shall at all times retain all right, title and interest in and to all pre-existing Intellectual Property owned by Integrator as of the Effective Date and all Intellectual Property that is developed by Integrator or by a third party on Integrator’s behalf thereafter without the benefit of any of Cisco’s Intellectual Property. Third party hardware and software shall at all times be owned by the applicable third party.

13. Contracting with U.S. Federal Government. To the extent Transactional Advanced Services engagements relate to a U.S. Federal Government contract, Cisco’s Transactional Advanced Services offerings are “commercial item” as that term is defined under FAR 2.101. Cisco offers and/or provides these services upon a competitive basis and in substantial quantities in the commercial marketplace based upon established market prices for specific tasks performed under standard commercial terms and conditions.

14. Survival. Sections 6 (Payment and Invoicing), 7 (Term and Termination), 9 (Warranty), 10 (Limitation of Liability and Consequential Damages Waiver), 11 (License), 12 (Ownership), 14 (Survival) and the Glossary of Terms and License

Rights Appendices shall survive the termination or expiration of this Exhibit.

[Appendix A, Glossary of Terms and

Appendix B, License Rights, Follows]

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

APPENDIX A

GLOSSARY OF TERMS

Advanced Services means the proactive services as set forth in the AS Service Description(s) found at [***] and/or SOW(s) selected by the Integrator. Advanced Services does not include Cisco’s core maintenance services, such as Smartnet or Software Application Services, nor does it apply to the purchase, support or maintenance of any Products. Only SOW-based Transactional Advanced Services are covered by this Exhibit.

Affiliate with respect to a party, means any corporation, firm, partnership, limited liability company or other entity, whether de jure or de facto, that directly or indirectly owns, is owned by, or is under common ownership with such party to the extent of at least fifty percent (50%) of the equity having the power to vote on or direct the affairs of such party, and any person, firm, partnership, corporation, limited liability company or other entity actually controlled by, controlling, or under common control with such party.

Deliverable(s) means, with respect to each SOW, the items specified as deliverables in the SOW, if any.

Intellectual Property means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

Milestone means a specific goal, objective or event pertaining to Transactional Advanced Services described under the terms of the SOW, as applicable.

Statement of Work or SOW means the documents agreed upon by the parties pursuant to this Exhibit that define the services and deliverables, if any, to be provided thereunder.

Transactional Advanced Services means the project related or consultancy services sold under a Statement of Work.

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20-Nov-2007    12:27  PM Presidio  Networked  S 2122441685 8/8

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

APPENDIX B

LICENSE RIGHTS

a. Licenses shall mean either the End User (in the case of Transactional Advanced Services intended for Resale to End User) or Integrator (in the case of Transactional Advanced Services sold to Integrator for Integrator’s Internal Use).

b. Cisco grants to Licensee a worldwide, non-exclusive and non-transferable license to use for Licensee’s internal business use only: (i) Software provided as a result of Transactional Advanced Services, if any, (ii) the Deliverables specified in each SOW (in object code form if Software), if any, and (iii) Data Collection Tools, if any. This license grant does not include the right to sublicense.

c. This license shall be governed by: (i) the terms and conditions attached to the Software or in the absence of such terms by the license posted at [***] and (ii) this Exhibit and the Agreement.

d. Licensee agrees that it is licensed to use Software: (1) only on Hardware; or (2) in the case of Application Software, on third party hardware, (except as otherwise authorized in the Software Documentation); or (3) in the case of Data Collection Tools, in object code form only, on the Data Collection Tool on which such Software is provided.

e. The license is perpetual, provided Licensee is not in breach of this Exhibit. Notwithstanding the above, the license for Data Collection Tools is valid until the earlier of: (i) the expiration or termination of the SOW under which the Data Collection Tool was provided; or (ii) Cisco’s request to Licensee that the Data Collection Tool(s) be returned to Cisco.

f. Except as expressly authorized, neither End User nor Integrator shall (nor permit a third party to): download more than one copy of the Software, copy, in whole or in part, any Software, Deliverable or Data Collection Tool, make error corrections or otherwise modify, decompile, decrypt, reverse engineer, disassemble or otherwise reduce all or any portion of any Software, Deliverable or Data Collection Tool which is software to human-readable form; or transfer, sublicense, rent, lease, distribute, sell, or create derivative works of any Deliverables. There are no implied licenses and all rights not expressly granted herein are reserved to Cisco.

g. When Licensee updates or upgrades a copy of Software to a new release, Licensee shall not use (except for a limited period of parallel testing) the new Software release and the corresponding copy of the previous Software release concurrently. Under no circumstances shall the previous release be re-used or transferred to any other device(s).

h. U.S. Government End User Purchasers. The Software and Documentation qualify as “commercial items,” as that term is defined at Federal Acquisition Regulation (“FAR”) (48 C.F.R.) 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in FAR 12.212. Consistent with FAR 12.212, FAR 52.227-19 Commercial Computer Software—Restricted Rights and DoD FAR Supp. 227.7202-1 through 227.7202-4, and notwithstanding any other FAR or other contractual clause to the contrary in any agreement into which this Exhibit may be incorporated, Customer may provide to Government end user or, if this Exhibit is direct, Government end user will acquire, the Software and Documentation with only those rights set forth in this Exhibit. Use of either the Software or Documentation or both constitutes agreement by the Government that the Software and Documentation are “commercial computer software” and “commercial computer software documentation,” and constitutes acceptance of the rights and restrictions herein.

Confidential 11/20/2007 Page 1

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Amendment No. 5 to Systems Integrator Agreement

This Amendment No. 5 (“Amendment”) to the Systems Integrator Agreement, dated May 14, 2002, as amended, (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA. 95134, and Presidio Networked Solutions, Inc., a Florida corporation formerly known as The Presidio Corporation, having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Presidio”). This Agreement is entered into and is effective as of the date last signed below (the “Amendment Effective Date”).

WHEREAS, Cisco and Presidio have previously entered into the Agreement dated May 14, 2002, as amended,

NOW WHEREFORE, the parties hereto agree to amend the Agreement as follows:

  1) Section 14.1 is hereby deleted and replaced it in its entirety with the following:

“This Agreement shall commence on the Effective Date for a period of two (2) years, unless extended by written agreement (including an electronically accepted agreement) of both parties or sooner terminated as set forth below. Cisco may, by written notice to Integrator, given at least thirty (30) days prior to the end of the then-current term of the Agreement, extend the term of the Agreement for the period set forth in such notice. Notwithstanding Cisco’s right to extend the term of this Agreement, each party acknowledges that this Agreement shall always be interpreted as being limited in duration to a definite term and that the other party has made no commitments whatsoever regarding the duration or renewal of this Agreement beyond those expressly stated herein.”

  2) Section 14.2 is hereby deleted and replaced in its entirety with the following:

“Either party may terminate this Agreement at any time by providing the other party with at least sixty (60) calendar days prior written notice of intent to terminate, provided that the escalation process set forth herein has been followed.”

  3) Section 14.3 is hereby deleted and replaced in its entirety with the following:

“Cisco may terminate this Agreement upon at least twenty (20) calendar days’ written notice to Integrator, in the event it becomes known that (i) Integrator, an Affiliate, or Integrator’s direct or indirect parent acquires a Controlling Interest in a Restricted Third Party (as defined below), or (ii) a Controlling Interest in Integrator or in its direct or indirect parent is acquired by a Restricted Third Party, or (iii) a Controlling Interest in Integrator or in its direct or indirect parent is transferred to a Restricted Third Party.

For purposes of this Section, “Restricted Third Party” means (a) a “Competitor” of Cisco, defined as any manufacturer or supplier of networking, internetworking or communications products having five percent (5%) or more of the United States or global market share of any of the above referenced product markets, as defined by either IDC or Gartner, Inc., or another mutually agreed third party market analyst. The term “Competitor” excludes an existing direct Cisco channel partner in good standing; (b) an entity which does not meet Cisco’s standard credit approval requirements used in the ordinary course of business; or (c) an entity with which Cisco is or has been engaged in any material dispute, including pending or threatened litigation, settlement discussions, arbitration or mediation or other similar form of dispute.

For purposes of this Section, “Affiliate” means, with respect to Integrator, any other person who, directly or indirectly, is the beneficial owner of 50% or more of voting securities of Integrator, or of which Integrator, directly or indirectly, is the owner of 50% or more of voting securities.

For purposes of this Section, a “Controlling Interest” in a corporation means to have control of a large enough block of voting stock shares in a company such that no one stock holder or coalition of stock holders can successfully oppose a motion.”

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4) Section 11 (a)(i) of Exhibit C-1, entitled Exhibit of the Purchase and Resale of Cisco Transactional Advanced Services, shall be modified to remove the following language: “Integrator agrees that it will be liable to Cisco for any breach of such terms and conditions by End User.”

5) Section 24.10 shall be added and read as follows:

“Escalation Process: Each Party will negotiate in good faith with the other in an effort to effectively resolve any issues which may arise under the Agreement. If a dispute cannot be resolved through the standard channels, either Party may invoke the escalation process set forth below.

● Step 1: the escalating Party will inform the other Party’s account representative in writing of the issue, and indicate that they are initiating the Escalation Process under Section 24.10 of the Agreement. At Cisco, the account representative is the Channel Account or Channel Services Account Manager. At Presidio, the account representative is the Exec. VP, CTO. The account representative will respond within ten (10) business days with a proposed resolution.

● Step 2: if the escalating party is not satisfied with the proposed resolution, the issue will be further escalated upon the request of the unsatisfied party to successive levels of management up to and including the Vice President for US and Canada Channels for Cisco and up to and including the CEO for Presidio. Each additional escalation level shall have five (5) business days unless otherwise agreed by the Parties in writing to propose and come to resolution.

● Step 3: If no resolution is reached via steps 1 and 2, the Parties may evaluate their contractual options, including termination.”

6) The term of the Agreement shall be extended for two (2) years from the Amendment Effective Date.

7) Exhibit C of the Agreement is hereby deleted in its entirety and replaced with the attached Exhibit C.

All other terms and conditions of the Agreement remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the last date which is written below.

CISCO SYSTEMS, INC.	PRESIDIO NETWORKED SOLUTIONS, INC.
By	By
Ted Hull	Jay T. Staples
Name	Name
VP-CSF	General Counsel
Title	Title
2/10/2009	1/22/09
Date	Date

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EXHIBIT C

This Support Exhibit (“Exhibit”) supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit; provided that, to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein. All capitalized words have the meaning ascribed to them in Appendix A (Definitions) or as defined in the Agreement.

SCOPE

This Exhibit describes the terms and conditions for (a) Integrator’s resale of Services to End Users, (b) Cisco’s direct delivery of the Services to End Users, and (c) Cisco’s Support to Integrator. At all times, Cisco shall perform the Services on Integrator’s behalf. In no event will Integrator be deemed to be an agent of Cisco.

1.0 PROCEDURE TO RESELL TECHNICAL SUPPORT SERVICES

Integrator is authorized on a non-exclusive basis to resell Technical Support Services to End Users in accordance with the Agreement and this Exhibit. Integrator may request such Services as follows:

1.1        Integrator will initiate its request by providing Cisco the following information via the Ordering Tools or Service Contract Center:

(a) all relevant End User information;

(b) a preliminary Equipment List that includes all of the End-User’s Product Information to be covered by the Services, including Cisco serial numbers; and

(c) a valid Purchase Order from Integrator to Cisco.

1.2        Upon Cisco’s receipt of the information in Section above, Cisco will:

(a) validate Product model(s) and serial numbers;

(b) provide an Equipment List and Maintenance Contract Number to Integrator; and

(c) schedule to start providing Services on the date stated in the Equipment List, which may be up to sixty (60) days following the date of the Purchase Order acceptance by Cisco.

2.0 PROCEDURE TO RESELL ADVANCED SERVICES

2.1 Integrator is authorized on a non-exclusive basis to resell Advanced Services to End Users in accordance with the Agreement and this Exhibit. Integrator may request such Services as follows:

2.1.1      Integrator will initiate its request for Advanced Services by providing Cisco with a request for proposal (RFP) that includes all relevant End User information and requirements for the requested Advanced Services.

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2.1.2    Upon Cisco’s receipt of the RFP, Cisco will provide to Integrator a quote for Services (“Quote”). A valid Quote will identify (a) the Services and any deliverables (as applicable from the relevant Services Description), (b) the respective responsibilities of Cisco, Integrator and End User, (c) any special terms and conditions, (d) the price for such Services, and (e) the period during which such Services will be provided. Each Quote must (i) be signed by a duly authorized representative of Cisco, and (ii) have a unique Cisco reference number. No Quote will be valid without an accompanying Cisco reference number.

2.1.3    For Integrator’s resale of the Advance Services described in the Quote, Integrator will issue to Cisco a Purchase Order referencing the valid Quote.

2.1.4    Upon Cisco’s acceptance of the Purchase Order, Cisco will:

(a) validate the Cisco reference number referred in the Purchase Order;

(b) assign a particular contract number for the Services to be performed; and

(c) schedule to start providing the Services within sixty (60) days following the date of Cisco’s acceptance of the Purchase Order.

3.0 CISCO’S RIGHTS AND OBLIGATIONS

3.1        Cisco.com Access. Cisco will provide Integrator with an appropriate level of partner access to Cisco.com. This system provides Integrator with technical and general information on Products, as well as access to Cisco’s on-line Software Center library.

3.2        Resale of Services. Cisco will make available the Services listed at / for resale by Integrator. Integrator may distribute these Service Descriptions to it’s End Users. Cisco may provide copies of any of the Services Descriptions to Integrator or an End User. Services are subject to the availability limitations specified in each Services Description and/or Quote.

3.3        Services to Be Provided. For each Service purchased by Integrator, Cisco will make available to End User, on Integrator’s behalf, the Services described in the applicable Services Description and/or the Quote.

3.4        Warranty. For the duration of the Cisco warranty period, Cisco will make available Bug Fixes and Hardware replacement Support to Integrator as follows:

3.4.1    Bug Fixes.

(a) When required, Cisco will make new Software available to Integrator to correct a problem, or provide a network-bootable Software image, as determined by Cisco.

(b) Distribution Rights. Cisco grants Integrator the right to distribute Bug Fixes to its End Users entitled to such warranty-related support, provided each such End User is currently licensed to use the Software.

3.4.2    Hardware Support. Cisco will replace Products in accordance with the warranty terms set forth in the published Product warranty provided with the original Product, and in conformance with Cisco’s Return Material Authorization (RMA) process.

3.5        Inspection Fee. In order to be eligible to receive the Services as set out herein for Products that have not been previously supported, Products for which support has lapsed, or Other Products, the following will apply:

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3.5.1    Cisco may charge an inspection fee for Products and Other Products in accordance with Cisco’s standard fee schedule on the Price List in effect at the time of inspection (any related upgrades, replacements, repairs, or troubleshooting are excluded); and

3.5.2    Integrator shall provide Cisco with such information as Cisco may require to ensure that a valid Software license exists for Software to be supported. If a valid Software license does not exist, Integrator shall pay Cisco the Software license fee for the Software.

3.6         Survey and Inventory Review. Cisco reserves the right to survey an End User for use in ensuring End User’s satisfaction with the Services, and Integrator’s and/or Cisco’s Support. From time-to-time, Cisco will be entitled to perform an inventory review of an End User’s installed base and review serial numbers and other records (upon reasonable advance notice) to validate entitlement. Cisco will charge a Service fee if it finds that unauthorized Services are being provided. For such purposes, Integrator shall timely provide Cisco with End User contact and other relevant information. Upon notice to Integrator, Cisco will be entitled to suspend or terminate any portion of a Service in instances when it is unable to perform an inventory review or otherwise verify End User’s entitlement to the Service.

4.0 INTEGRATOR RIGHTS AND OBLIGATIONS

4.1         Integrator will complete the Business Partner Readiness Assessment prior to resale of any Services hereunder.

4.2         Prior to accepting a purchase order from an End User, Integrator shall ensure End User is aware of the contents of the relevant Services Descriptions and End User Obligations by either referring the End User to these documents located at / or providing End User with a current copy of these documents.

4.3         Integrator is responsible for ensuring that End User utilizes Software for use with Products for which applicable Services and license fees have been paid.

4.4         Integrator will provide to End User confirmation and registration materials for the Services to be performed by Cisco on Integrator’s behalf, including, but not limited to, a copy of the Equipment List and Maintenance Contract Number.

4.5         Integrator may take the First Call from the End User and may open a case with Cisco on behalf of the End User using the applicable Maintenance or other Contract Number(s) and Cisco serial number(s). At all times, End User may call Cisco directly for support.

4.6         Equipment List:

4.6.1     Integrator shall ensure that all Products (including serial numbers) for which Services are being provided are listed in the Equipment List(s).

4.6.2     Integrator must provide Cisco with at least thirty (30) days advance notice of requested addition(s) to the Equipment List. In addition, at least thirty (30) days advance notice to Cisco is required for Product relocations and service level/Product configuration changes, when applicable. Integrator shall notify Cisco in writing (via facsimile, electronic mail or using Cisco.com) of any Products on the Equipment List that End User has moved to a new location.

4.6.3     Integrator may revise an Equipment List to account for new Products, service level upgrades and Product configuration changes by submitting a Purchase Order to Cisco that requests such revisions. Such Purchase Orders are subject to Cisco’s acceptance and any Services requested are subject to availability. For the requested

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changes, Cisco will charge the pro-rated difference from the date the change is requested to the end of the impacted Equipment List’s term.

4.7        Integrator will manage and escalate, in accordance with the Cisco Severity and Escalation Guideline (Appendix B), all calls taken by Integrator on behalf of the End User.

4.8        Integrator’s Warranty Service.  Integrator shall provide to its End Users, at no additional charge, all warranty services applicable to the Products when they were purchased by End User for a minimum of the warranty period set forth in the published Product warranty provided with the original Product. The warranty will commence upon shipment to the Integrator or as otherwise stated in the Product warranty statement shipped with the original Product. The warranty services provided by Integrator must include, at a minimum, the following Software and Hardware replacement services:

4.8.1        Integrator will distribute Bug Fixes to the End User during the warranty period.

4.8.2        Integrator will meet the replacement obligations stated in the then-current published Product warranty applicable to the particular Product sold to the End User.

4.8.3        Returns Coordination. For Products returned to Cisco for replacement, Integrator will:

(a)    Coordinate the return of all failed parts, freight and insurance prepaid, to the location designated by Cisco. For any Products replaced pursuant to the Product warranty terms, integrator shall return failed/defective Products within ten (10) days after receipt of the replacement Product, otherwise, Cisco may invoice Integrator, and Integrator will pay, the then-current list price of the Product, less Integrator’s standard contract discount; and

(b)    properly package all Products prior to shipping to Cisco, include a written description of the failure; describe any changes or alterations made to the Product, and tag each returned Product with the RMA transaction number provided by Cisco. Products returned to Cisco must conform in quantity and serial number to the RMA request.

4.9        Unsupported End User List.  If Integrator elects not to support Products under this Exhibit at the time of a Product purchase or if, for any reason, a Product becomes unsupported at some point after the Product’s initial deployment, Integrator shall provide Cisco with the End User’s information, including but not limited to End User name, address and phone number, within 90 days of the Product becoming unsupported. Integrator authorizes Cisco to contact the End User for the express purpose of contracting directly with End User for support services for the unsupported Product identified by Integrator.

4.10      Renewals.  Prior to expiration of a service contract: (a) Cisco, or its authorized agents, may send reminders to both Integrator and its End User; and (b) upon request by Cisco, Integrator will reconfirm the End User’s identity and service contract numbers of the expiring service contract(s); and (c) Integrator will (i) initiate the renewal process with its End User and forward to Cisco the completed renewal with Purchase Order or (ii) notify Cisco of Integrator’s intent to cancel Services. If, upon the expiration date of Cisco services for the Equipment, Cisco has not received a purchase order for the renewal, Cisco, or its authorized agents, may contact the End User to arrange for the renewal of Cisco services for the subject Equipment either directly with Cisco or via another Cisco-authorized reseller.

5.0 PRICE AND PAYMENT TERMS

5.1        Discounts.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

5.1.1    The price for Technical Support Services and Remote Management Services to Integrator from the Effective Date through September 30^th, and for each subsequent twelve month period (October 1^st through September 30^th), is calculated by applying Cisco’s then-current service list price less the applicable discount calculated during the applicable period according to the Attach Rate methodology described in the following Section.

5.1.2    Determination of Attach Rate. Attach Rate is calculated by Integrator’s total monetary value (U.S. Dollars) of all serviceable Hardware items sold by Integrator with Cisco service coverage attached in the current Measurement Period and translated to SMARTnet Global List Price at the Next Business Day (“NBD”) Service level) divided by the total monetary value (U.S. Dollars) of all serviceable Hardware items sold by Integrator with Cisco service coverage available to be attached in the current Measurement Period and translated to SMARTnet Global List Price at the NBD Service level. The result is rounded for purposes of Attach Rate determination. For example, an Attach Rate of 74.95% is rounded up to 75% and an Attach Rate of 74.94% is rounded down to 74.9%.

Attach Rate	Discount
0% to <60%	[***]%
60% to <70%	[***]%
³70%	[***]%

Examples:

In the applicable twelve (12) month period Integrator purchased 8 devices (6 of Device A and 2 of Device B) and sold support on 4 of Device A and 2 of Device B. The NBD price for Device A is $50 and for Device B is $10. The Attach Rate is actual Service sold (4x$50 plus 2x$10) divided by total dollar value of Service (6x$50 plus 2x$10). 220/320 = 66.8% which represents the Attach Rate with a corresponding discount of [***]%.

Multi-Year Scenario: In the applicable twelve (12) month period Integrator purchased 1 device (1 of Device A) and sold 3 year support on the 1 device. The NBD three year price for the Device A is $150. The Attach Rate is calculated by dividing the multi-year price by the number of years covered (in this case, three years or $150/3) and crediting the first year Attach Rate actual performance and Attach Rate opportunity ($50). The Attach Rate actual performance is the one year NBD value of service sold ($50) divided by the one year NBD value of the total dollar value of Service ($50) and represents an Attach Rate of 100% with a corresponding discount of [***]%.

5.1.3    Cisco will review Integrator’s actual service sales Attach Rates at the time the Integrator renews the Agreement with Cisco and at twelve month intervals during the term of the Agreement. Cisco reserves the right to adjust Integrator’s resale discount at the time of review. Any adjustment to the resale discount will be communicated in writing to the Integrator by Cisco.

5.1.4    Integrator must have purchased Product for a minimum of twelve months in order to determine the Attach Rate. If Integrator has less than twelve months of Product purchases, Integrator’s discount will be the minimum discount under the applicable Attach Rate table.

5.1.5    Upon renewal of the Equipment List(s), the discount will be the corresponding discount associated with the Attach Rate.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

5.1.6    The discounts listed above are not applicable for the initial twelve (12) month period of support for Other Products by Integrator when Integrator resells Cisco brand services. Integrator discount for Other Products shall be [***] percent ([***]%) during the initial twelve (12) month of support by Integrator.

5.1.7    The discounts listed above do not apply to Integrator’s resale of Advanced Services. Integrator’s discount for Advanced Services shall be stipulated in the Quote provided by Cisco.

5.2        Performance Metrics Central (“PMC”). Integrator’s Attach Rate performance will be calculated and updated monthly and available at Cisco’s PMC tool on Cisco.com. From the PMC tool, Integrator will be able to view the status of Attach Rate on an on-going basis.

5.3        All Services are invoiced annually in advance and payable within thirty (30) days from the invoice date in U.S. Dollars unless otherwise agreed to in the Agreement in writing.

5.4        All prices in the Equipment List(s) are exclusive of any taxes and duties which, if applicable, shall be paid by Integrator. Applicable taxes are billed as a separate item. Integrator will be billed for time and material fees and the Product list price of replaced Products not returned to Cisco.

5.5        Integrator is free to determine its resale prices unilaterally. Integrator understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Integrator as a result of Integrator’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Integrator’s resale prices for the Services must be, or to inhibit in any way, Integrator’s pricing discretion with respect to the Services.

5.6        Support for Other Products. Integrator may support Other Products if Integrator provides Cisco with the following:

(a) a notification of Integrator’s intent to support Other Products, and

(b) a letter from the End User that requests the Service from the Integrator and has an attached list of the Product(s) and serial number(s) to be supported.

6.0 GENERAL

6.1        Entitlement. Integrator acknowledges that Cisco has the right to verify an End User’s entitlement to receive Services, and that End User is entitled to receive Services only for Products for which Integrator has paid the applicable license and support fees to Cisco. Integrator agrees to assist Cisco with enforcement of End User entitlement as necessary, including, without limitation, providing serial number(s) to Cisco and enabling Cisco to undertake inventory review(s), as set forth in section above.

6.2        Disclosure of Contract Information. In addition to all other obligations of confidentiality, Integrator shall not disclose to any third party (a) any of the information contained in this Exhibit, or (b) Integrator’s Agreement number.

6.3        Software License. Integrator acknowledges that it may receive Software as a result of services provided under this Exhibit. Integrator agrees that it is licensed to distribute such Software only for Products covered under this Exhibit and subject to the non-transferable, non-reusable terms and conditions of the Software license granted with each original purchase of the Products and for which all applicable fees have been paid. Integrator shall not upgrade any End User to a feature set other than that which was licensed at the time of each End User’s original Product purchase unless applicable license fees are paid to Cisco.

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6.4        Third Party Services. Cisco reserves the right to subcontract the provision of all or part of the Services to a third party.

6.5        Term, Termination and Suspension of Performance.

6.5.1    In addition to all rights and remedies which it may have under the Agreement, Cisco may terminate this Exhibit with respect to some or all Products covered under this Exhibit, whether or not Products were purchased prior to or subsequent to the Effective Date, or suspend performance required of Cisco under this Exhibit, immediately upon Notice if:

(a) Integrator fails to provide the Unsupported End User List pursuant to Section within thirty (30) days after the end of the previous quarter and after Notice from Cisco;

(b) Integrator falls to pay for the Services when due and fails to make such payment within fifteen (15) days after notice from Cisco of such past due payment;

(c) Integrator breaches the provisions of Sections  ,  and/or any of the material provisions of this Exhibit and fails to remedy such breach within thirty (30) days after written notification by Cisco to Integrator of such breach;

(d) Cisco discontinues Service for one or more of the Products for whatever reason or elects to discontinue Service that is the subject of this Exhibit; or

(e) the Agreement terminates.

Upon expiration or termination as specified in the Agreement, all rights and licenses of Integrator hereunder shall terminate, Integrator shall not make any representation that it provides the Services described hereunder, and End User access to Cisco.com granted hereunder shall terminate. Cisco will have the right to seek payment for Services directly from the End User in the event Integrator does not remit payment to Cisco pursuant to the payment terms.

6.5.2    Either party may at any time terminate this Exhibit for convenience, for any reason or no reason, by providing the other party with ninety (90) days prior written notice of termination.

6.5.3    This Exhibit will be coterminous with the Agreement.

6.5.4    In the event Cisco’s support obligations to Integrator with respect to an Equipment List for which payment has been received by Cisco prior to the expiration of the term set out in Section  ,  ,  or of this Exhibit extend beyond such term, as applicable; and provided that Integrator complies with the terms of the Agreement and its obligations in this Exhibit, Cisco will provide support to Integrator for the term of such Equipment List provided that the maximum period of support shall not exceed three (3) years from the date of such Equipment List.

6.6        Representations and Warranties. Integrator will not make any representations or warranties on behalf of Cisco, except as expressly authorized herein or as expressly authorized by Cisco in writing. Neither party will create any obligation to End Users on behalf of the other, nor commit the resources of the other to End Users.

6.7        Independent Contractors. The relationship of Cisco and Integrator established by this Exhibit is that of independent contractors, and nothing contained in this Exhibit shall be construed to give either party the power to direct and control the day-to-day activities of the other,

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constitute the parties as joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or allow Integrator to create or assume any obligation on behalf of Cisco for any purpose whatsoever. All financial obligations associated with Integrator’s business are the sole responsibility of Integrator. All sales and other agreements between Integrator and its End Users are Integrator’s exclusive responsibility and shall have no effect on Integrator’s obligations under this Agreement. Integrator shall be solely responsible for, and shall indemnify and hold Cisco free and harmless from, any and all claims, damages or lawsuits (including Cisco’s attorneys’ fees) arising out of the acts of Integrator, its employees or its agents.

6.8        Indemnification. Integrator hereby indemnifies and holds Cisco harmless from any claim, loss, damage or expense, including reasonable court costs and attorneys’ fees, resulting from any claim made by an End User against Cisco hereunder as a third party beneficiary or otherwise. This Section shall not limit Cisco’s obligations, subject to the terms and conditions of this Agreement, to provide the Services described herein.

6.9        Survival. Sections  ,  and  of this Exhibit shall survive termination of this Exhibit.

7.0 CONTRACTING WITH U.S. FEDERAL GOVERNMENT AGENCIES

The following additional provisions or modifications will only apply when Integrator contracts with U.S. Federal Government Agencies and has been granted the resale rights in Section 2 (“Scope”) of the Agreement:

7.1        The definition for Services shall read as follows:

“Services” mean the Cisco brand Services described in the corresponding Services Description, listed on the then current Price List and which are available to Integrator for resale to an End User in accordance with the terms of this Exhibit. In the event Services are resold to Federal Government agencies, such Services are considered “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101.

7.2        Integrator will not grant End User any greater rights to Cisco Support than Cisco grants to Integrator in the Agreement and Exhibit.

7.3        Any partial year support agreements (period of performance less than twelve (12) months) will include an additional ten percent (10%) adjustment; and/or requests for any payment term other than pre-paid twelve (12) months in advance will include an additional ten percent (10%) adjustment.

7.4        The Other Product discount of fifteen percent (15%) shall not apply. Integrator’s earned discount shall apply.

8.0 WARRANTY

NOTHING IN THIS EXHIBIT WILL AFFECT THE WARRANTIES PROVIDED WITH ANY HARDWARE PURCHASED OR SOFTWARE LICENSED BY INTEGRATOR AND/OR END USER. ANY AND ALL SERVICES PROVIDED HEREUNDER WILL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THE PURPOSE IS KNOWN TO CISCO), SATISFACTORY QUALITY, AGAINST INFRINGEMENT OR ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, ARE HEREBY EXCLUDED TO THE GREATEST EXTENT ALLOWED BY APPLICABLE LAW, INTEGRATOR MUST NOTIFY CISCO PROMPTLY OF ANY CLAIMED BREACH OF ANY WARRANTIES. INTEGRATOR’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY WILL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR TERMINATION OF THE APPLICABLE SERVICE

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ON THE EQUIPMENT LIST AND RETURN OF THE UNUSED PORTION OF THE FEES PAID TO CISCO BY INTEGRATOR FOR SUCH NON-CONFORMING SERVICES. THIS DISCLAIMER AND EXCLUSION WILL APPLY EVEN IF THE EXPRESS WARRANTY AND LIMITED REMEDY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSE. THE WARRANTY PROVIDED IS SUBJECT TO THE LIMITATION OF LIABILITY SET FORTH IN THIS EXHIBIT. INTEGRATOR SHALL NOT MAKE ANY WARRANTY COMMITMENT, WHETHER WRITTEN OR ORAL, ON CISCO’S BEHALF.

9.0 CHANGE IN SCOPE

Cisco reserves the right to make changes to the scope and content of this Exhibit, including terminating the availability of a given Service, at any time upon ninety (90) days prior written notice and such changes shall become effective upon the next October 1^st. If Integrator does not agree with a change of scope or content, Integrator may terminate this Exhibit in accordance with Section  .

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EXHIBIT C – APPENDIX A

DEFINITIONS

The following definitions shall apply to this Exhibit:

“Advanced Services” means the proactive Services identified as Advanced Services at  .

“Attach Rate” measures the service sold and entitled prior to the subsequent Aug 1st – July 31st (“Measurement Period”) on Products shipped from Cisco during the twelve (12) month period from May 1st-April 30th, three months prior to the start of the subsequent Measurement Period. Service coverage which expires prior to the subsequent Measurement Period must have been active for a minimum of three-hundred sixty-five (365) days to be included in the numerator of the Attach Rate calculation.

“Business Partner Readiness Assessment (“BPRA”)” means an assessment performed by Cisco to measure the maturity of Integrator’s e-business capabilities.

“Bug Fix” means an error correction, patch or workaround for the Software which Cisco provides to Integrator.

“End User Obligations” means the obligations posted at      with which End Users shall comply when purchasing Services, in addition to the End User responsibilities set out in the Services Descriptions.

“Equipment List” means the list of Hardware and/or Software for which Cisco provides Services.

“First Call” means the initial call made by the End User when requesting assistance with Product.

“Maintenance Contract Number” means the reference number assigned by Cisco for each Service purchased from Cisco.

“Ordering Tool” means a tool that Integrator may use to order Service detailed herein via Cisco.com.

“Other Product” means Product which an End User acquired from an Approved Source other than Integrator.

“Remote Management Services” means the monitoring services identified as Cisco Unified Communications Remote Management Services at

“Services Description” means the description of the Services, as of the purchase date of such Services, to be made available by Cisco to End Users through Integrator, and the terms and conditions under which Cisco provides those Services. Each available Service has its own Service Description, which can be found at  .

“Support” means the assistance provided by Cisco to Integrator under the terms of this Exhibit.

“Service Contract Center” means a tool on Cisco.com that Integrator may use to order Service, renew orders and asset management of its installed base.

“Services” mean the Cisco brand Services available for resale by Integrator, which can be found at  .

“Technical Support Services” means Services that provide both essential proactive and reactive operation and maintenance support Services identified as Technical Support Services at  .

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EXHIBIT C—APPENDIX B

CISCO SEVERITY AND ESCALATION GUIDELINE

Integrator and/or End User must assign a severity to all problems submitted to Cisco.

Severity 1 means an existing network is down or there is a critical impact to End User business operation. End User (and Integrator if applicable) and Cisco both will commit full-time resources to resolve the situation.

Severity 2 means operation of an existing network is severely degraded or significant aspects of End User business operation are negatively impacted by unacceptable network performance. End User (and Integrator if applicable) and Cisco both will commit full-time resources during local time to resolve the situation.

Severity 3 means operational performance of the network is impaired, although most business operations remain functional. End User (and Integrator if applicable) and Cisco both are willing to commit resources during local time to restore service to satisfactory levels.

Severity 4 means information is required on Cisco product capabilities, installation, or configuration. There is little or no impact to End User business operation. End User (and Integrator if applicable) and Cisco both are willing to provide resources during local time to provide information or assistance as requested.

If Integrator or End User does not believe that adequate progress is being made or that the quality of Cisco service is satisfactory, they should escalate the problem to the appropriate level of management by asking for the TAC duty manager.

Figure 1 Cisco Escalation Guideline

Elapsed Time*	Severity 1	Severity 2	Severity 3	Severity 4
1 hour	Customer Engineering Manager
4 hours	Technical Support Director	Customer Engineering Manager
24 hours	Vice President, Customer Advocacy	Technical Support Director
48 hours	President/CEO	Vice President, Customer Advocacy
72 hours			Customer Engineering Manager
96 hours		President/CEO	Technical Support Director	Customer Engineering Manager

● Severity 1 escalation times are measured in calendar hours—24 hours per day, 7 days per week. Severity 2, 3, and 4 escalation times correspond with Standard Business Hours.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

AMENDMENT 6 TO THE

SYSTEMS INTEGRATOR AGREEMENT

BETWEEN

PRESIDIO CORPORATION

AND

CISCO SYSTEMS, INC.

This Amendment 6 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive Suite 100, Greenbelt, MD, 20770. This Amendment becomes effective on the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for an additional two (2) year period commencing on the Amendment Effective Date. If the Agreement expired prior to this Amendment Effective Date, any orders received and Products purchased between the date of expiration and the Amendment Effective Date shall be, in all respects, deemed made under the Agreement as in effect prior to this Amendment.

2. Section 13.1 of the Agreement is hereby deleted in its entirety and replaced with the following:

[***]

3. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

Intentionally Left Blank

Signature Page Follows

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[4.1.1.8] [6 Amendment SIA.pdf] [Page 1 of 2]

This Amendment and the Agreement, as amended, are the complete agreements between the parties hereto regarding this subject matter. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, that are not specified herein. To the extent that there is conflict between the Agreement and this Amendment, the terms of this Amendment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. Each party warrants and represents that it has read this complete Amendment and agrees to it, as evidenced by the signature below of its respective authorized representative, who is, on the date of signature, duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
Authorized Signature:	Authorized Signature:
Name:                 Jay T. Staples	Name:     George Li
Title:                 General Counsel	Title:     Sr. Director, Finance
Date:         3/7/11	Date:    March 14, 2011

This Represents the End of the Document

Cisco Confidential	2
[4.1.1.8] [6 Amendment SIA.pdf] [Page 2 of 2]

AMENDMENT 7 TO THE

SYSTEMS INTEGRATOR AGREEMENT

BETWEEN

PRESIDIO NETWORKED SOLUTIONS, INC.

AND

CISCO SYSTEMS, INC.

This Amendment 7 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive Suite 100, Greenbelt, MD, 20770. This Amendment becomes effective on the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

WHEREAS, as of November 13, 2001, Cisco and INX, Inc. (“INX”) entered into a Systems Integrator Agreement (the “INX Agreement”), as amended, and;

WHEREAS, on or about December 30, 2011, Integrator acquired a controlling interest in INX (the “Merger”);

NOW THEREFORE, the parties agree as follows:

1. The entities listed below are hereby added as Affiliates to the Agreement. Each Affiliate will be granted the ability to purchase Products and Services from Cisco for resale or its own internal use in accordance with the terms of the Agreement. Integrator guarantees the performance of each Affiliate and warrants that each Affiliate will abide fully by the terms and conditions of the Agreement and shall be responsible for obtaining and adhering to the terms of any amendment to the Agreement executed between Cisco and Integrator. Furthermore, the terms and conditions of the Agreement are binding and fully enforceable against each Affiliate, as though an original party to the Agreement.

INX LLC

Presidio West

2. As it relates to the Merger, Cisco hereby waives its right to terminate the INX Agreement pursuant to Section 14.3 and considers any such notice obligation on the part of INX to be met. Additionally, Cisco expressly retains all other termination rights in the Agreement and INX Agreement.

3. The INX Agreement will not be renewed and will terminate February 11, 2013, the end of its current term. This Amendment satisfies any notice as may be required by any party for such termination pursuant to Section 14.0 of the INX Agreement.

4. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

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This Amendment and the Agreement, as amended, are the complete agreements between the parties hereto regarding this subject matter. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, that are not specified herein. To the extent that there is conflict between the Agreement and this Amendment, the terms of this Amendment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. Each party warrants and represents that it has read this complete Amendment and agrees to it, as evidenced by the signature below of its respective authorized representative, who is, on the date of signature, duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
Authorized Signature:	Authorized Signature:
Name:         Benjamin J Pate	Name:     Juan Pablo Brockmann
Title:            Chief Operating Officer	Title:        Controller Finance
Date:           1/23/12	Date:    1/25/2012

INX, Inc. Now INX LLC
Authorized Signature:	APPROVED BY LEGAL
Name:         Benjamin J Pate
Title:            Director
Date:           1/23/12

This Represents the End of the Document

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[4.1.1.15] [7 Amendment SIA.pdf] [Page 2 of 2]

AMENDMENT 8 TO THE

SYSTEMS INTEGRATOR AGREEMENT

BETWEEN

PRESIDIO NETWORKED SOLUTIONS, INC.

AND

CISCO SYSTEMS, INC.

This Amendment 8 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive Suite 100, Greenbelt, MD, 20770. This Amendment becomes effective on the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

WHEREAS, as of February 4, 2002, Cisco and Coleman Technologies, LLC (f/k/a Coleman Technologies, Inc.) (“Coleman”) entered into a Systems Integrator Agreement (the “Coleman Agreement”), as amended, and;

WHEREAS, on or about December 28, 2009, Integrator acquired a controlling interest in Coleman (the “Acquisition”) and Coleman became a wholly-owned subsidiary of Integrator.

NOW THEREFORE, the parties agree as follows:

1. The entity listed below is hereby added as an Affiliate to the Agreement. An Affiliate is granted the ability to purchase Products and Services from Cisco for resale or its own internal use in accordance with the terms of the Agreement. Integrator guarantees the performance of the Affiliate and warrants that the Affiliate will abide fully by the terms and conditions of the Agreement and shall be responsible for obtaining and adhering to the terms of any amendment to the Agreement executed between Cisco and Integrator. Furthermore, the terms and conditions of the Agreement are binding and fully enforceable against the Affiliate, as though an original party to the Agreement.

Coleman Technologies, LLC

2. Pursuant to Section 14.2 of the Coleman Agreement, the Coleman Agreement will not be renewed and will terminate forty-five (45) days after this Amendment Effective Date. This Amendment satisfies any notice as may be required by any party for such termination pursuant to Section 23.0 of the Coleman Agreement.

3. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

Intentionally Left Blank – Signature Page Follows

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This Amendment and the Agreement, as amended, are the complete agreements between the parties hereto regarding this subject matter. There are no conditions, understandings, agreements, representations, or warranties, expressed or implied, that are not specified herein. To the extent that there is conflict between the Agreement and this Amendment, the terms of this Amendment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed. Each party warrants and represents that it has read this complete Amendment and agrees to it, as evidenced by the signature below of its respective authorized representative, who is, on the date of signature, duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
Authorized Signature:	Authorized Signature:
Name:                     Jay T. Staples	Name:     Conor Bennett
Title:                      General Counsel	Title:        Manager, Business Dev
Date:         3/1/12	Date               3/6/2012
Coleman Technologies, LLC
Authorized Signature:
Name:                     Jay T. Staples
Title:                      General Counsel
Date         3/1/12

This Represents the End of the Document

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AMENDMENT NO. 9 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment No. 9 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 and Presidio Networked Solutions, Inc. having a principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of 14th May 2002 Cisco and Integrator entered into the Agreement, as amended.

The parties agree as follows:

The term of the Agreement is extended until April 15, 2013.

Any terms not defined in this Amendment shall have the meaning stated in the Agreement. Except as modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment and any terms and conditions of the Agreement, this Amendment will prevail with regard to the subject matter herein.

This Amendment and the Agreement are the complete agreements between the parties and supercede all prior oral and written agreements, representations, warranties and commitments of the parties regarding subject matter herein.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay T. Staples	Juan Pablo Brockmann
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
3/13/13	March 15, 2013
Date	Date
	APPROVED BY LEGAL

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[4.1.1.18] [8 Amendment SIA.pdf] [Page 1 of 1]

    

AMENDMENT NO. 10 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment No. 10 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 and Presidio Networked Solutions, Inc. having a principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of 14th May 2002 Cisco and Integrator entered into the Agreement, as amended.

The parties agree as follows:

The term of the Agreement is extended until May 15, 2013.

Any terms not defined in this Amendment shall have the meaning stated in the Agreement. Except as modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment and any terms and conditions of the Agreement, this Amendment will prevail with regard to the subject matter herein.

This Amendment and the Agreement are the complete agreements between the parties and supercede all prior oral and written agreements, representations, warranties and commitments of the parties regarding subject matter herein.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.,
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Juan Pablo Brockmann
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
4/16/13	April 18, 2013
Date	Date
	APPROVED BY LEGAL

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AMENDMENT NO. 11 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment No. 11 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 and Presidio Networked Solutions, Inc. having a principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of 14th May 2002 Cisco and Integrator entered into the Agreement, as amended.

The parties agree as follows:

The term of the Agreement is extended until July 15, 2013.

Any terms not defined in this Amendment shall have the meaning stated in the Agreement. Except as modified by this Amendment, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict between the terms and conditions of this Amendment and any terms and conditions of the Agreement, this Amendment will prevail with regard to the subject matter herein.

This Amendment and the Agreement are the complete agreements between the parties and supercede all prior oral and written agreements, representations, warranties and commitments of the parties regarding subject matter herein.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.,
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
5/15/13	May 17, 2013
Date	Date
	APPROVED BY LEGAL

Amendment No. 11 to SIA with Presidio (renewal)	page 1 of 1
[4.1.1.9] [11 Amendment SIA.pdf] [Page 1 of 1]

    

AMENDMENT 12 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 12 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions, Inc., having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.            The term of the Agreement is extended until September 15, 2013.

2.            All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.,
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay T. Staples	Phil Lozano
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
7/9/13	July 30, 2013
Month/Day/Year	Month/Day/Year
	APPROVED BY LEGAL

Presidio SI Renewal_Amendment 12SIA	1
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AMENDMENT 13 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 13 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions, Inc., having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

WHEREAS, as of July 18, 2007, Cisco and Bluewater Communications Group LLC (“Bluewater”) entered into a Systems Integrator Agreement (the “Bluewater Agreement”), as amended,

WHEREAS, on or about February 29, 2012, Integrator acquired a controlling interest in Bluewater (the “Merger”);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The entity listed below is hereby added as an Affiliate to the Agreement. Affiliate will be granted the ability to purchase Products and Services from Cisco for resale or its own internal use in accordance with the terms of the Agreement. Integrator guarantees the performance of Affiliate and warrants that Affiliate will abide fully by the terms and conditions of the Agreement and shall be responsible for obtaining and adhering to the terms of any amendment to the Agreement executed between Cisco and Integrator. Furthermore, the terms and conditions of the Agreement are binding and fully enforceable against Affiliate, as though an original party to the Agreement.

Bluewater Communications Group LLC

2. As it relates to the Merger, Cisco hereby waives its right to terminate the Bluewater Agreement pursuant to Section 14.3 and considers any such notice obligation on the part of Bluewater to be met. Additionally, Cisco expressly retains all other termination rights in the Agreement and the Bluewater Agreement.

3. The Bluewater Agreement will not be renewed and will terminate May 13, 2015, the end of its current term. This Amendment satisfies any notice as may be required by any party for such termination pursuant to Section 14.0 of the Bluewater Agreement.

4. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

Presidio Amendment 13 091013SIA	1
[4.1.1.10] [13 Cisco Amendment.pdf] [Page 1 of 2]

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay T. Staples	Brian Dulac
Print Name	Print Name
General Counsel	Controller, Finance
Title	Title
9/10/13	September 12, 2013
Month/Day/Year	Month/Day/Year
	APPROVED BY LEGAL

Presidio Amendment 13 091013SIA	2
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AMENDMENT 14 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 14 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions, Inc., having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.              The term of the Agreement is extended until February 15, 2014.

2.              All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.,
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Brian Dulac
Print Name	Print Name
General Counsel	Controller, Finance
Title	Title
12/13/13	December 13, 2013
Month/Day/Year	Month/Day/Year
	APPROVED BY LEGAL

Presidio SI Renewal_Amendment 14 120913SIA	1
[4.1.1.14] [14 Amendment SIA.pdf] [Page 1 of 1]

    

AMENDMENT 15 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 15 PL (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions, Inc., having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770 (“Integrator”) is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.            The term of the Agreement is extended until March 15, 2014. In the event the Agreement expires prior to full execution of this amendment, the Agreement will not govern any orders received between the date of expiration and the Amendment Effective Date.

2.            All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
2/15/14	February 20, 2014
Month/Day/Year	Month/Day/Year
	APPROVED BY LEGAL

Presidio SI Renewal_Amendment 15 021314SIA	1
[4.1.1.11] [15 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 1 of 1]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

    

AMENDMENT 16 TO SYSTEMS INTEGRATOR AGREEMENT

This Amendment 16 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”), and Presidio Networked Solutions, Inc., (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended.

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1.        The term of the Agreement shall be renewed for an additional two (2) year period commencing on the Amendment Effective Date.

2.        If the Agreement contains a subsection titled “Integrator’s Volume Requirement under the Integrator Obligations section, then the volume purchase requirement in that subsection is changed from [***] million U.S. dollars ($[***] (net, after discounts) to [***] million U.S. dollars ($[***]) (net, after discounts). All other language in such subsection remains unchanged.

3.        If the Agreement does not contain such a subsection, then the following language is added to the Integrator Obligations section and any language in the Agreement regarding volume purchase requirements is hereby deleted:

“Integrator’s Volume Requirement. Unless otherwise agreed to by the parties in writing, during first twelve (12) months of this Agreement and for each twelve (12) month period thereafter, Integrator shall purchase at least [***] million U.S. dollars ($[***]) (net, after discounts) of Cisco Products and Services.”

4.        Exhibit B, Discount Schedule shall now be known as Exhibit B, Discount Terms and Conditions; the existing Discount Schedule shall be hereby deleted and replaced in its entirety with the Discount Terms and Conditions attached herein as Appendix A.

5.        The support exhibits in the Agreement shall be deleted in their entirety and replaced with the relevant Support Exhibits for which Integrator qualifies as posted on [***] (“New Exhibits”), which are incorporated into the Agreement by this reference, except to the extent there is a separate signed agreement between the parties addressing the Support Exhibits which in Cisco’s reasonable opinion are materially similar to the subject matter of those posted at the referenced URL. To the extent of a conflict between the provisions of the Support Exhibits in this Amendment and those within such separate signed agreement, the terms of the separate signed agreement shall control.

6.        To the extent that there are any pre-existing exhibits (“Superseded Exhibits”) in the Agreement dealing with subject matter which in Cisco’s reasonable opinion are materially similar to those of the New Exhibits, then: (a) such Superseded Exhibits are hereby superseded by the appropriate New Exhibits, and (b) all references to such Superseded Exhibits shall be regarded as references to the appropriate New Exhibits. This paragraph applies without affecting the generality of paragraph 8 below.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

    

7.        Integrator represents and warrants that before signing this Amendment, it: (a) has obtained copies of all applicable New Exhibits by downloading such New Exhibits from [***], or otherwise requesting them from Cisco, and (b) has read, understood, and accepts the terms set forth in such New Exhibits.

8.        It is acknowledged that in entering into this Amendment, Cisco has relied upon Integrator’s representation and warranty in paragraph 7 above.

9.        To the extent that there is conflict between the Agreement and this Amendment, the terms of this Amendment shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

10.      Appendix B (“Compliance with Anti-Corruption Laws”) is incorporated into this Amendment.

11.      Section 2.9.1, SLED, is hereby included in the Agreement with the following language:

2.9.1  Resale to U.S. State, Local Government, K-12 and Higher Education (SLED) End Users. Integrator may only Resell Products or Services to U.S. SLED End Users as expressly authorized under this Agreement.

2.9.1.1. Definitions: Where used under this section of this Agreement:

“Cisco Affiliated Entity” shall mean a wholly owned subsidiary or acquisition of Cisco Systems, Inc., including, but not limited to, Cisco IronPort LLC, Cisco WebEx LLC, and Cisco Tandberg.

“Direct-held” shall mean any agreement, which an identified party holds in its capacity as prime contractor.

“SLED End User” shall mean the SLED customer issuing a purchase order for its own use.

“SLED Government Supply Schedule” shall mean a zero dollar commitment, IDIQ government contract established as a general volume purchasing vehicle on behalf of and for use by multiple authorized SLED End Users under which Cisco and/or Cisco Affiliated Entity(ies)’ (collectively “Cisco”) product and/or service offerings are authorized to be resold to SLED End Users. This definition shall not include U.S. Federal Government contracts.

“IDIQ” shall mean Indefinite Delivery/Indefinite Quantity.

“SLED” shall mean any U.S. state government entity or political subdivision thereof, including any agency, board, commission, committee, council, department, institution, legislative body, public authority, or public benefit corporation, or other government corporation or public educational institution thereof (e.g., community colleges, colleges and universities, and K-12 school districts); and/or, where authorized, consortiums or other not-for-profit entities acting on behalf of one or more such entities.

“Transactional Procurement” shall mean a bid or other direct-held commercial contract of sale intended to result in a specific purchase order being issued with a dollar commitment to meet a named SLED End User’s specific business requirements.

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2.9.1.2 SLED Government Supply Schedule. Integrator is authorized to Resell Products and/or Services under new SLED Government Supply Schedule(s) (“SLED Schedule”) executed on or after November 1, 2012 if:

(a)  Integrator is qualified and remains in good standing otherwise under this Agreement; and

(b)  Integrator meets one of the following three criteria:

 (i) The SLED Schedule is direct-held by Cisco (or alternatively a third party schedule management services contractor designated by Cisco), and Integrator: a) is otherwise qualified and authorized under this Agreement to resell all or part of the specific offerings under such SLED Schedule; b) is pre-qualified by Cisco (and/or such third party contractor) to resell under the specific, named SLED Schedule; or c) executes with Cisco, without modification, a standard Integrator addendum to this Agreement, containing the SLED Schedule terms of sale to SLED End Users and applicable Cisco (or third party schedule management contractor) flow-downs applicable to transactional sales under the SLED Schedule;

 (ii) Cisco formally releases such SLED Schedule on general notice to its Channel Partner community and Integrator is: a) otherwise qualified and authorized under this Agreement to resell all the specific offerings under such SLED Schedule; or b) otherwise pre-qualified by Cisco to resell under the specific, named SLED Schedule. Under these circumstances, Integrator may resell Product and Services through such released SLED Schedule. Cisco reserves the right to consider whether Integrator under any such released IDIQ contract and other transactional procurement offers Added Value, including but not limited to local offices and pre- and post-sales and engineering support; or

 (iii) The SLED Schedule is currently direct held by Integrator under a valid resale authorization from Cisco and was previously executed by Integrator prior to November 1, 2012 for a term that extends beyond November 1, 2012. In such event, Integrator’s current resale authorization remains in effect only as to that specific SLED Schedule for orders placed under that SLED Schedule for the duration of the original contract term, including renewals, and is terminated in its entirety upon expiration or termination of that SLED Schedule.

2.9.1.3 Other than the foregoing, Integrator is not authorized to Resell Products or Services under this Agreement through an Integrator direct-held, SLED Schedule executed on or after November 1, 2012.

2.9.1.4 SLED Transactional Procurements.  Integrator may Resell Products or Services under this Agreement for an Integrator direct held, SLED Transactional Procurement.

Government Flow-Downs.    Cisco does not accept any additional or modified government flow-down provisions, including SLED or Federal Acquisition Regulation (“FAR”) and its supplements, notwithstanding existence of such provisions on

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Integrator’s Purchase Orders or supplementary documentation or Cisco’s acceptance of such Purchase Orders or documentation, whether for Resale or Internal Use. This Agreement shall not be construed by Integrator as a representation that Cisco will furnish supplies needed by Integrator to fulfill Cisco direct-held SLED Schedules, or any of Integrator’s SLED Schedule or similar SLED contract obligations under any SLED Transactional Procurement.

12.      All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
General Counsel	Director, Finance
Title	Title
2/28/14	March 10, 2014
Date	Date

APPROVED BY LEGAL                        

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[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 4 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

Appendix A

Discount Terms and Conditions

1.0 Certification Incentive

Cisco Premier, Silver and Gold Certified Partner Programs are designed to recognize and reward Partners who achieve the highest expertise in selling, designing, supporting, and servicing Cisco solutions. Certified Partners have completed comprehensive training that ensures a consistently high level of Product knowledge, technical expertise and service capabilities. Integrator’s discount will be set based on the certification level Integrator has been awarded at the time it submits a particular purchase order for Products. The requirements for each certification level are provided in the URLs identified in the following table:

Program

URL

Gold

[***]

Silver

[***]

Premier

[***]

Partner must comply with the requirements of a particular Program as outlined in the information provided at the associated URL in order to achieve and retain all program benefits, including any associated increase in discount.

Integrator’s participation in a particular certification Program may be subject to additional requirements, including compliance with Program audit requirements. Certification requires the submission of an electronic application. The application and program transition guidelines are available at: [***]

Certifications are granted by country, and discount points attributable to certification will be provided based on the country specified in point of sale information provided by Integrator at time of order. Cisco may designate larger geographical areas in which certifications are effective. Such multinational areas will be identified by Cisco to Integrator at: [***]

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

2.0 Discount Matrices

Upon execution of the Agreement, Integrator will be provided access to a restricted web page describing the resale discount to which Integrator is entitled depending on Integrator’s certification level. The web page is available at [***]

Note: Cisco reserves the right to introduce future Product families at different discounts. Cisco will notify Integrator in writing (including by posting on CCO) at least thirty (30) days prior to the introduction of such a new family of Products.

3.0 Internet Commerce/Point of Sale Reporting

Integrator shall submit electronically complete Point of Sale information with each of its Resales of Products under this Agreement.

POS information is submitted electronically when Integrator uses IC or EDI (Electronic Data Interchange) technology in a format agreed in advance with Cisco to submit orders electronically.

POS information shall include the following:

A. Integrator’s Purchase Order number.

B. Cisco’s Product name and number.

C. The following information:

(1) Ship-To

Name

Address (street, city, state, zip)

(2) Bill-To

Name

Address (street, city, state, zip)

(3) Install Site

Name

Address (street, city, state, zip)

Contact person (name, email, phone number)

(4) End User

Name

Address (street, city, state, zip)

Contact person (name, email, phone number)

NOTE: A Post Office Box is not a valid value for address information and will be rejected.

Cisco will have the right to verify all POS information provided. Integrator shall provide Cisco with reasonable proof (shippers’ documentation, invoices, etc.) confirming the information on Cisco’s written request.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

In the event Integrator does not provide POS information at the time of order entry, Integrator shall prepare such information in an electronic format as specified by Cisco and forward such POS information to Cisco within seven (7) days following the submission of an Order. Integrator shall include all information that is set forth above under “IC/POS”. Cisco will have the right to verify the information in such reports and may request, and Integrator shall provide, reasonable proof (shippers’ documentation, invoices, etc.) confirming the information.

Such reports shall be sent to the following e-mail address: [***] or such other address as Cisco may specify.

4.0 Internal Use Discount

The discount level at which Integrator is entitled to purchase Products for Internal Use will be made available to Integrator at: [***]

5.0 Demonstration/Evaluation/Lab Product Discount

To assist Integrator in its sales and marketing efforts, Integrator will be entitled to a discount for its purchases of demonstration, evaluation, and lab equipment (collectively the “Lab Discount). Upon execution of the Agreement, the Lab Discount to which Integrator is entitled shall be provided at: [***]

This discount may be applied to a maximum total value of Cisco Products as follows (the “Lab Discount Limitations”):

Integrator’s Certification Level	Maximum total value of Cisco Products*/ Integrator may purchase using the Lab Discount
Gold	$[***] in any 12-month period.
Silver	$[***] in any 12-month period.
Premier	$[***] in any 12-month period.

^*/ Based on the Price List of Products purchased by Integrator from Cisco.

If Integrator is authorized by Cisco to Resell Products and Services in more than one country or country grouping, then the Lab Discount Limitations will apply on a per country or country grouping, provided that Integrator may not use the Lab Discount to purchase more than US$500,000 (based on then-current Price List) in Products in any Cisco sales theater (North America, Asia/Pacific, Europe, Emerging Markets, Japan) in any 12-month period.

If Integrator and its Affiliates collectively have multiple Systems Integrator Agreements with Cisco in a particular country or country grouping, then the Lab Discount Limitations will apply as if all Affiliates were purchasing under a single Systems Integrator Agreement.

Integrator may only use Products purchased with its Lab Discount for demonstration, evaluation, or lab purposes. Except to the extent permitted by Applicable Law, any Software received with or for such Products may not be distributed further, and, notwithstanding any other provision of this

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[4.1.1.12] [16 Amendment to SIA_Presidio Networked Solutions Inc_contract.pdf] [Page 7 of 10]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

Agreement, all Software for such Products is licensed to Integrator solely for its use for demonstration, evaluation or lab purposes.

In the event that a particular Cisco certification, specialization, or Advanced Technology Provider program in which Integrator participates requires the purchase of additional demonstration, evaluation, or lab Products, then, notwithstanding the dollar caps referenced in the matrix above, Integrator may apply its Lab Discount to the purchase of such required Products.

6.0 Price Deviations

With respect to additional discounts granted to Integrator for Integrator’s Resale to one or more specific End Users in accordance with Section 3 of the Agreement (Prices), Integrator will receive a valid deal identification number (“Deal ID”) from a Cisco Sales Representative. The Integrator must place the Deal ID in the appropriate field in Cisco’s Ordering Tool, Ariba and/or ICS-XML interface. For an Integrator with no specific Deal ID field in their XML interface or Ariba Solution, a Deal ID must be provided to Cisco either by electronic submission at the time of order. A valid Purchase Order must be placed within five (5) business days of the granting of the additional discount, or the Purchase Order will be subject to cancellation.

Integrator may submit the Deal ID in the notes fields on Purchase Orders when using ICS-XML as an order submission method.

7.0 Non-Value Added Discount

In the event that Cisco determines in its sole discretion that Integrator is selling Products without significant Added Value, the total discount for any such no-value added opportunity will be reduced. Upon execution of the Agreement, the Non-Value Added Discount to which Integrator is entitled depending on Integrator’s certification level shall be made available at: [***]

This remedy is without prejudice to, and is in addition to, all other rights and remedies available to Cisco. Purchases and Resales of Products Integrator makes within the Territory to other resellers of Products that are purchasing for purposes of Resale will be presumed to be sales made without significant Added Value, and will be subject to the special Non-Value Added Discount provided for in this Section 7.0 unless Cisco provides written consent in advance.

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Appendix B

Compliance with Anti-Corruption Laws

Cisco Systems expects and requires that all of its suppliers, subcontractors, channel partners, consultants, agents and other parties with whom Cisco does business (“Cisco Partners”), act at all times in a professional and ethical manner in carrying out their services and contractual obligations to Cisco, or on Cisco’s behalf to a Cisco customer or other third party. To that end, all Cisco Partners shall:

(a) Comply with all country, federal, state and local laws, ordinances, codes, regulations, rules, policies and procedures, including, but not limited to, anti-corruption laws, such as the U.S. Foreign Corrupt Practices Act (“Applicable Laws”). Cisco Partners can find more information about the FCPA at the following URL:http://www.usdoi.gov/criminal/fraud/fcpa/, or by contacting publicsectorcompliance@cisco.com.

(b) Not take any action or permit the taking of any action by a supplier or third party which may render Cisco liable for a violation of Applicable Laws, including the FCPA.

(c) Not use money or other consideration paid by Cisco for any unlawful purposes, including any purposes violating the FCPA or other Applicable Laws, such as direct or indirect payments, for the purpose of assisting Cisco in obtaining or retaining business, to any of the following:

(i) Government officials (including any person holding an executive, legislative, judicial or administrative office, whether elected or appointed, or of any public international organization, such as the United Nations or World Bank, or any person acting in any official capacity for or on behalf of such government, public enterprise or state-owned business);

(ii) Political parties or party officials;

(iii) Candidates for political office; or

(iv) Any person, while knowing that all or a portion of such money or thing of value will be offered, given or promised, directly or indirectly to any of the above-identified persons or organizations.

(d) Upon request, Cisco’s Partners may be required to have their own subcontractors, consultants, agents or representatives execute a similar written anti-corruption compliance statement, and to confirm to Cisco that such action has been taken;

(e) The record-keeping, audit and other related terms and obligations, as set forth in Partners’ agreement(s) with Cisco, shall equally apply to their compliance with this policy.

(f) In no event shall Cisco be obligated under any supplier or third party agreement to take any action or omit to take any action that Cisco believes, in good faith, would cause it to be in violation of the FCPA or other Applicable Laws.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISION.

(g) Cisco retains the right to suspend or terminate any Cisco Partner agreement immediately upon written notice if Cisco believes, in good faith, that such Cisco Partner has breached any elements of this policy, or if the Partner makes a false or fraudulent statement, representation or warranty while carrying out their contractual obligations.

(h) Cisco’s Partners shall immediately report to Cisco any concerns it may have regarding any business practices by any Cisco employee or Cisco Partner by emailing ethics@cisco.com, or by calling Cisco’s Helpline toll free number in North America 1-877-571-1700 or worldwide number (reverse calling charges to Cisco) 001-770-776-5611.

(i) Integrator has read and agrees to act consistently with Cisco’s Policy re: Compliance with Global Anticorruption Laws by Cisco’s Partners”, published at [***] (available in English and ten other languages), or by contacting [***]

(j) Integrator shall use its best efforts to regularly inform Cisco of any requirements under any Applicable Laws that directly or indirectly affect these Terms of Sale, the sale, use and distribution of Products or Services, or Cisco’s trade name, trademarks or other commercial, industrial or intellectual property interests, including, but not limited to, certification or type approval of the Products from the proper authorities in the Territory;

(k) Additionally, Integrator shall comply, and notify end users of their obligations to comply, with all applicable Cisco published policies, including Software Transfer Policy, Used Equipment Policy, as published by Cisco and as amended from time to time. Integrator shall promptly notify Cisco of any failure by any end user to comply with any of the foregoing policies that comes to Integrator’s attention.

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AMENDMENT NO.17 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment No. 17 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions, Inc., a corporation formed under the laws of United States (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

  Presidio Networked Solutions LLC f/k/a

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Juan Pablo Brockmann
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
2/26/16	March 2, 2016
Date	Date
	APPROVED BY LEGAL

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[4.1.1.23] [17 Amendment to SIA Presidio Networked Solutions LLC.pdf] [Page 1 of 1]

AMENDMENT NO.18 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment No. 18 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a corporation formed under the laws of United States (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
4/29/16	May 3, 2016
Date	Date
	APPROVED BY LEGAL

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ECLM#105835_INC#INC800003231098

AMENDMENT NO. 19 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment No. 19 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a corporation formed under the laws of United States (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples
Print Name	Print Name
Asst. General Counsel
Title	Title
7/1/16
Date	Date

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February 1, 2016	p. 1 of 1
ECLM#107625_INC#INC800003831251

AMENDMENT 20 TO THE SYSTEMS INTEGRATOR AGREEMENT

This Amendment 20 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) entered into by and between Cisco Systems, Inc., (“Cisco”) a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134, and Presidio Networked Solutions LLC (“Integrator”), a limited liability company formed under the laws of Florida having a principal place of business at 1 Penn Plaza, 28^thFloor, New York, NY, 10119, is effective as of the date of last signature (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended;

WHEREAS, as of December 6, 2005, Cisco and Netech Corporation (“Netech’’) entered into a Systems Integrator Agreement (the “Netech Agreement”), as amended,

WHEREAS, on or about February 1, 2016, Presidio Infrastructure Solutions LLC, a Delaware limited liability company (“PIS”), acquired substantially all the assets and liabilities of Netech, including the Netech Agreement., and

WHEREAS, PIS is a wholly-owned subsidiary of Presidio Networked Solutions Group LLC (“PNSG”), which is a wholly-owned subsidiary of Integrator;

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. PIS and PNSG are hereby added as Affiliates, as defined herein, to the Agreement. Each Affiliate will be granted the ability to purchase Products and Services from Cisco for Resale or its own Internal Use in accordance with the terms of the Agreement. Integrator (i) guarantees the performance of each Affiliate, (ii) assumes any liabilities of PIS and PNSG under the Agreement, and (iii) assumes any liabilities under the Netech Agreement. Integrator warrants that each Affiliate will abide fully by the terms and conditions of the Agreement and shall be responsible for obtaining and adhering to the terms of any amendment to the Agreement executed between Cisco and Integrator. Furthermore, the terms and conditions of the Agreement are binding and fully enforceable against Affiliate, as though an original party to the Agreement.

i. “Affiliate” with respect to Integrator is any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with Integrator. “Affiliate” with respect to Cisco means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with Cisco.

ii. The limit of liability set forth in the Agreement shall be deemed an aggregate limit of liability, not per Affiliate, regardless of whether any Affiliate has executed a separate agreement with Cisco or a Cisco affiliate permitting such Affiliate to purchase under the terms of this Agreement

Amendment 20 Presidio SIA  080416SIA 1

2. It is the intent of the Parties that the Netech Agreement will terminate upon finalization of the systems merge by Cisco of Netech with PIS. This Amendment satisfies any notice as may be required by any party for such termination pursuant to Section 14.0 of the Netech Agreement.

All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions, LLC   (“Integrator”)	Cisco Systems, Inc.   (“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples
Print Name	Print Name
Asst. General Counsel
Title	Title
August 5, 2016
Month/Day/Year	Month/Day/Year

Amendment 20 PresidioSIA  080416SIA 2

AMENDMENT No. 21 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment No. 21 (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a limited liability company formed under the laws of United States (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Brian Dulac
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
9/7/16	September 8, 2016
Date	Date
	APPROVED BY LEGAL

Sales_si_renewal_amendment_short_form v1.00
February 1, 2016	p. 1 of 1
ECLM 109861_INC800004757248

AMENDMENT NO. 22 TO THE SYSTEMS INTEGRATOR AGREEMENT (RENEWAL)

This Amendment (the “Amendment”) to the Systems Integrator Agreement (the “Agreement”) by and between Cisco Systems, Inc., a California corporation, having its principal place of business at 170 West Tasman Drive, San Jose, California, 95134 (“Cisco”) and Presidio Networked Solutions LLC, a Limited Liability Company formed under the laws of Maryland (“Integrator”) having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland, 20770, United States, is entered into as of the date of last signature below (the “Amendment Effective Date”).

WHEREAS, as of May 14, 2002, Cisco and Integrator entered into the Agreement, as amended (if applicable);

NOW THEREFORE, the parties agree to amend the Agreement as follows:

1. The term of the Agreement shall be renewed for a period of sixty (60) days commencing on the following date: (i) if the Agreement has not expired (i.e. the Amendment Effective Date is on or before the expiry of the then-current term of the Agreement), then the end of the then-current term of the Agreement; or (ii) if the Agreement has expired (i.e. the Amendment Effective Date is after the expiry of the then-current term of the Agreement), then the Amendment Effective Date.

2. To the extent the following language is not present in the Agreement, it is hereby added to the Term and Termination section of the Agreement:

“In the event that, following termination or expiration of this Agreement, Integrator places Purchase Orders and Cisco accepts such Purchase Orders, then any such Purchase Orders shall be governed by the terms and conditions of this Agreement notwithstanding the earlier expiration or termination of this Agreement; provided, however, that acceptance by Cisco of any such Purchase Order will not be considered to be an extension of the term of the Agreement nor a renewal thereof.”

The parties have caused this Amendment to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Amendment.

Presidio Networked Solutions LLC	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Jay Staples	Phil Lozano
Print Name	Print Name
Asst. General Counsel	Director, Finance
Title	Title
11/7/16	November 8, 2016
Date	Date
	APPROVED BY LEGAL

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February 1, 2016	p. 1 of 1
ECLM# 112151 Remedy# INC800005287229

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ADDENDUM 1 TO THE

SYSTEMS INTEGRATOR AGREEMENT

BETWEEN

PRESIDIO NETWORKED SOLUTIONS, INC.

AND

CISCO SYSTEMS, INC.

ENTERPRISE SUITES PROGRAM

TERMS AND CONDITIONS

This Addendum 1 (the “Addendum”) to the Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. (“Cisco”), a California corporation having its principal place of business at 170 West Tasman Drive, San Jose, CA, 95134, and the Presidio Networked Solutions, Inc. (“Integrator”), a Florida corporation having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, Maryland 20770. This Addendum is effective as of the date last written below (the “Addendum Effective Date”). Except where expressly stated, all terms of the Agreement remain in full force and effect. Any capitalized term not defined in this document will have the meaning specified in the Agreement. In the event of a conflict between the Agreement and the Addendum, the terms of the Addendum shall take precedence over the terms and conditions of the Agreement with regards to the subject matter described herein.

1. PROGRAM

1.1. This Addendum sets forth the terms and conditions for Integrator’s participation in the Cisco Enterprise Suites Program (“Program”). The Program entitles Integrator to Resell Cisco’s Enterprise Suites Products, as they are defined and updated from time to time (“Enterprise Suites”) on Cisco’s Price List, to qualified End Users, subject to the Cisco Enterprise Suites Terms and Conditions found at [***] (“End User Terms and Conditions”).

1.2. The Program provides for Enterprise-Wide purchase of Enterprise Suites including one or more of the following: Software, Services, and Cloud Subscriptions. The Software, Services, and Cloud Subscriptions included in each Suite are all separately orderable “commercial items” as defined under Federal Acquisition Regulation (“FAR”) 2.101 that are available on the Price List.

2. TERM

2.1. This Addendum expires on the earlier of (i) one year after the Addendum Effective Date or (ii) the termination or expiration of the Agreement (such term to be referred to as the “Addendum Term”).

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[4.1.1.22] [1 Addendum SIA.pdf] [Page 1 of 7]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

3. INTEGRATOR ELIGIBILITY

3.1. To be eligible for the Program, Integrator must maintain each of the following qualifications during the Addendum Term:

● [***]

● [***]

● [***]

● [***]

● [***]

3.2. If Integrator fails to meet any of these conditions at any time during the Addendum Term, Integrator is ineligible to Resell Enterprise Suites under the Program and this Addendum will terminate.

4. DEAL ELIGIBILITY

4.1. Integrator must receive Cisco’s written approval and follow any registration process required by Cisco before presenting, offering, marketing, or selling Enterprise Suites under this Program to any End User.

4.2. Upon written notice from Cisco, all Purchase Orders under this Addendum must be submitted electronically through Cisco Commerce Workspace.

4.3. Cisco reserves the right to put on hold and/or reject any Purchase Order that is not in conformity with the terms and conditions of this Addendum or the Agreement. Furthermore, any deal not meeting the terms and conditions of this Addendum will be rejected.

5. INTEGRATOR OBLIGATIONS

5.1. Prior to accepting a purchase order from an End User under this Program (“End User Purchase Order”), Integrator must:

● Obtain from End User a written, signed, good faith estimate of End User’s total number of Knowledge Workers in the form attached as Exhibit B;

● Attach the then-current version of the End User Terms and Conditions to the End User quote; and

● Confirm that the End User Purchase Order references Integrator’s quote.

5.2. Either before or with Integrator’s Purchase Order to Cisco, Integrator must provide to Cisco a signed copy of the End User Information form reflected in Exhibit B (“End User Information”). End User Information must include End User’s legal names and

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		Cisco Confidential
[4.1.1.22] [1 Addendum SIA.pdf] [Page 2 of 7]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

location(s), including the legal name and location(s) of any Affiliate(s) that is/are included in End User Knowledge Worker estimate, the total number of End User’s Knowledge Workers, and the specific Enterprise Suites purchased. An authorized representative of End User must sign the End User Information.

5.3. Integrator may Resell the Enterprise Suites only to the End User and End User’s Affiliates named on the Integrator Purchase Order. Reselling Enterprise Suites other than on an Enterprise-Wide basis, including but not limited to per user or per CPU basis, is prohibited.

5.4. For purposes of the Program, [***] is excluded from the definition of Resale. Integrator shall not [***] without written permission from Cisco Systems and payment of an appropriate fee.

5.5. [***]

5.6. Upon Cisco’s request, Integrator will assist Cisco with verification of the number of installed Enterprise Software licenses by an End User.

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed. Each party warrants and represents that its respective signatories, whose signatures appear below, have been, and are, on the date of the signature, authorized by the respective party to execute this Addendum.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
Authorized Signature:	Authorized Signature:
Name:                         Jay T. Staples	Name:                             Juan Pablo Brockmann
Title:                         General Counsel	Title:                               Controller Finance
Date:      10/13/11	Date:         11/4/2011

APPROVED BY LEGAL    

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Cisco Confidential

[4.1.1.22] [1 Addendum SIA.pdf] [Page 1 of 7]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT A

DEFINITIONS

“Affiliate” means, with respect to End User, any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with End User. With respect to Integrator and Cisco, “Affiliate” has the same meaning as in the Agreement.

“Authorized Users” means End User’s (a) full or part-time employees at all End User locations, including any remote personnel, and (b) contractors who work on End User’s behalf.

“Cloud Subscription(s)” means software provided online as a service purchased under the Enterprise Suites program and performed or to be performed by Cisco and are “commercial items” as defined under Federal Acquisition Regulation (“FAR”) 2.101.

“Cloud Subscription Terms” means (a) the terms of service located at [***] and (b) any other terms Cisco provides to Integrator for Cloud Subscriptions included in the Program.

“Devices” means computing or communication devices capable of Running the Enterprise Software or Enterprise Cloud Subscriptions.

“End User” means the final purchaser that: (i) has acquired the Enterprise Suites for its own internal business use and not for resale or acting as a service bureau or outsourcing for use by third parties, and (ii) is identified as the purchaser in the purchase order issued to Cisco or to the Reseller for the Program. “End User” encompasses any of End User’s Affiliates included in End User’s good faith estimate of Knowledge Workers.

“Enterprise Cloud Subscriptions” means the Cloud Subscriptions included in the Enterprise Suites.

“Enterprise Services” means the Services included in the Enterprise Suites.

“Enterprise Software” means the Software included in the Enterprise Suites. Cisco reserves the right to end the product life of the Enterprise Software during the Suite Term consistent with Cisco’s End of Life Policy which may be found at: [***]

“Enterprise-Wide” means End User has the right to use the Enterprise Software and access Enterprise Cloud Subscriptions and Services for End User’s internal business use for as many Authorized Users and Devices as End User desires consistent with Organic Growth.

“EULA” means the Cisco End User License Agreement, the Quad EULA, and any SEULA. Cisco’s End User License Agreement (EULA) terms and product warranties apply to the use of any Enterprise Software license under the Program. Cisco’s current EULA can be found at: http://www.cisco.com/go/warranty.

“Knowledge Workers” means End User’s Authorized Users that utilize Devices as a normal part of their job duties performed on End User’s behalf.

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		Cisco Confidential
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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

“Organic Growth” [***] Growth arising from one or more mergers, acquisitions, reorganizations, joint ventures, or other similar events that increase Authorized Users by more than [***] percent ([***]%) during the Suite Term is specifically excluded.

“Running” means loading software into memory and executing one or more of its instructions.

“SEULA” means the applicable Supplemental End User License Agreement for certain Enterprise Software.

“Suite Term” means the term of the Suites that are purchased by an End User. Unless otherwise authorized by Cisco in writing, End User has a maximum of three (3) years from the date of first product activation key (“PAK”) shipment to deploy and install the Enterprise Software on an Enterprise-Wide basis, use Enterprise Cloud Subscriptions, and receive support and upgrade Enterprise Services, unless the contract with Integrator and End User is terminated earlier for breach.

Intentionally Left Blank – Exhibit B Follows

	Page 5 of 7
		Cisco Confidential
[4.1.1.22] [1 Addendum SIA.pdf] [Page 5 of 7]

EXHIBIT B

END USER INFORMATION

To qualify for Cisco’s Enterprise Suites Program, you as the End User must complete and have your authorized representative sign this form. Cisco licenses its Software on an Enterprise-Wide basis to End User based on End User’s good faith estimate.

The following defined terms are provided to help you in completing the form:

“Affiliate” means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with Purchaser.

“Authorized Users” means your (a) full or part-time employees at all of your locations, including any remote personnel, and (b) contractors who act on your behalf.

“Devices” means computing or communications devices capable of running the Enterprise Software or Enterprise Subscriptions.

“Knowledge Workers” means your Authorized Users that utilize Devices as normal part of their jobs duties that are performed on your behalf with or working on behalf.

“Running” means loading software into memory and executing one or more of its instructions.

You represent, in the designated space below, that the estimate below is a good faith estimate of the total quantity of Knowledge Workers that are employed by or work on behalf of you or your named Affiliates as of the purchase order date.

Intentionally Left Blank – “End User Knowledge Worker Estimate” Follows

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   END USER KNOWLEDGE WORKER ESTIMATE

Full Legal Name of Purchaser:

Purchaser Address:

Affiliates – check appropriate box and provide information, as needed:

☐ None

☐ All affiliates

☐ Named affiliates, legal names listed below:

Knowledge Worker Estimate:

“As an authorized representative of the Purchaser and in my capacity as a representative of Purchaser, the above information represents the Purchaser’s best estimate of Knowledge Workers.”

Company Name

Authorized Signature

Printed Name

Title

Date

This Represents the End of the Document

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Cisco Confidential

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Addendum No. 2 to System Integration Agreement

Hosted Collaboration Solutions - Large Enterprise

Resale Program Terms

This Addendum 2 (the “Addendum”) to Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. and Presidio Networked Solutions, Inc. (“Integrator”). This Addendum is effective as of the date last written below (“Addendum Effective Date”). Except where expressly stated, all terms of the Agreement remain in full force and effect. In the event of a conflict between the Agreement and the Addendum, the terms of the Addendum shall take precedence with regards to the subject matter described herein.

1. Program. This Addendum sets forth the terms and conditions for Channel Partner’s participation in the Cisco Hosted Collaboration Solution - Large Enterprise Resale Program (“HCS-LE Resale Program”). Subject to the terms of this Addendum, Channel Partner is authorized through the HCS-LE Resale Program to Resell HCS-LE except on a hosted, outsourced, timeshare, managed, or any other provisioned basis.

2. Definitions. If a capitalized term is not defined in these Terms and Conditions, it shall have the meaning ascribed to it in the Resale Agreement.

2.1. Customer: The End User (as defined in Channel Partner’s Resale Agreement) or licensee that has acquired Products or Services for its own internal use and not for Resale, remarketing, or distribution. An entity is not an eligible Customer under the Program if it performs stocking, sparing, or warehousing activities for third parties or procures Products or Services for delivery to third parties.

2.2. GPL: The Cisco Global Price List as published at Cisco.com.

2.3. HCS-LE: Cisco’s Hosted Collaboration Solution – Large Enterprise as it is defined and updated from time-to-time on the GPL. HCS-LE includes Software and Services.

2.4. Resale Agreement: The Cisco Indirect Channel Partner Agreement (ICPA), the Cisco Systems Integrator Agreement (SIA), or another similar Cisco agreement that authorizes the resale of Cisco Products and Services only to Customers

3. Channel Partner Eligibility. Due to the technical complexity of designing and implementing HCS-LE, Channel Partner must meet at least one of the following eligibility options to participate in the HCS-LE Resale Program:

3.1. Eligibility Option 1. [***]

 i [***]

ii [***]

3.2. Eligibility Option 2. Otherwise demonstrate sufficient experience and ability to implement HCS-LE in a hosted environment by meeting all of the following requirements:

  i [***]

 ii [***]

iii [***]

iv [***]

v [***]

4. Deal Eligibility. Cisco reserves the right to put on hold and reject any Purchase Order that is not in conformity with the terms and conditions of this Addendum or the Agreement.

[4.1.1.21] [2 Addendum SIA.pdf] [Page 1 of 3]

Cysco Systems Inc.

Hosted Collaboration Solutions—Large Enterprise

Relase Program Addendum

Page 2 of 3

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5. Proprietary Rights and Software Licensing.

5.1. Notwithstanding any provisions in the Agreement or any other agreements or licenses between Cisco and Channel Partner, Channel Partner shall not [***]

5.2. The Managed CPE Services or Managed/Provisioned Network Services (“MNS”) exception to Cisco’s Transfer and Relicensing Policy, which can be found at http://www.cisco.com/en/US/prod/cisco_software_transfer_relicensing_policy.html, shall not apply to Resale of HCS-LE.

5.3. [***]

6. Termination for Cause. If Channel Partner fails to meet any of these conditions or comply with any of the terms of this Addendum at any time during the Addendum Term, Channel Partner will be ineligible to Resell HCS-LE under the HCS-LE Resale Program and this Addendum will terminate automatically for cause and without further notice from Cisco (“Termination).

7. Term. This Addendum expires on the earlier of (i) one year after the Addendum Effective Date or (ii) the termination or expiration of the Agreement and may be renewed upon mutual agreement of the Parties (such term to be referred to as the “Addendum Term”).

[4.1.1.21] [2 Addendum SIA.pdf] [Page 2 of 3]

Cysco Systems Inc.

Hosted Collaboration Solutions—Large Enterprise

Relase Program Addendum

Page 3 of 3

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been, and are, on the date of the signature, authorized to execute this Addendum.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
	Brian Fukuhara
Print Name                         Jay T. Staples	Print Name Vice President Finance
General Counsel
Title	Title
12/21/12	January 17, 2013
Date	Date

APPROVED BY LEGAL                        

[4.1.1.21] [2 Addendum SIA.pdf] [Page 3 of 3]

THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Addendum No. 2 to System Integration Agreement

Hosted Collaboration Solutions - Large Enterprise

Resale Program Terms.

This Addendum 2 (the “Addendum”) to Systems Integrator Agreement (the “Agreement”) is entered into by and between Cisco Systems, Inc. and Presidio Networked Solutions, Inc. (“Channel Partner”). This Addendum is effective as of the date last written below (“Addendum Effective Date”). Except where expressly stated, all terms of the Agreement remain in full force and effect. In the event of a conflict between the Agreement and the Addendum, the terms of the Addendum shall take precedence with regards to the subject matter described herein.

1. Program. This Addendum sets forth the terms and conditions for Channel Partner’s participation in the Cisco Hosted Collaboration Solution - Large Enterprise Resale Program (“HCS-LE Resale Program”). Subject to the terms of this Addendum, Channel Partner is authorized through the HCS-LE Resale Program to Resell HCS-LE except on a hosted, outsourced, timeshare, managed, or any other provisioned basis.

2. Definitions. If a capitalized term is not defined in these Terms and Conditions, it shall have the meaning ascribed to it in the Resale Agreement.

2.1. Customer: The End User (as defined in Channel Partner’s Resale Agreement) or licensee that has acquired Products or Services for its own internal use and not for Resale, remarketing, or distribution. An entity is not an eligible Customer under the Program if it performs stocking, sparing, or warehousing activities for third parties or procures Products or Services for delivery to third parties.

2.2. GPL: The Cisco Global Price List as published at Cisco.com.

2.3. HCS-LE: Cisco’s Hosted Collaboration Solution – Large Enterprise as it is defined and updated from time-to-time on the GPL. HCS-LE includes Software and Services.

2.4. Resale Agreement: The Cisco Indirect Channel Partner Agreement (ICPA), the Cisco Systems Integrator Agreement (SIA), or another similar Cisco agreement that authorizes the resale of Cisco Products and Services only to Customers

3. Channel Partner Eligibility. Due to the technical complexity of designing and implementing HCS-LE, Channel Partner must meet at least one of the following eligibility options to participate in the HCS-LE Resale Program:

3.1. Eligibility Option 1. [***]

  i [***]

 ii [***]

3.2. Eligibility Option 2. Otherwise demonstrate sufficient experience and ability to implement HCS-LE in a hosted environment by meeting all of the following requirements:

  i [***]

 ii [***]

iii [***]

iv [***]

v [***]

4. Deal Eligibility. Cisco reserves the right to put on hold and reject any Purchase Order that is not in conformity with the terms and conditions of this Addendum or the Agreement.

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Cysco Systems inc.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5. Proprietary Rights and Software Licensing.

5.1. Notwithstanding any provisions in the Agreement or any other agreements or licenses between Cisco and Channel Partner, Channel Partner shall not [***]

5.2. The Managed CPE Services or Managed/Provisioned Network Services (“MNS”) exception to Cisco’s Transfer and Relicensing Policy, which can be found at http://www.cisco.com/en/US/prod/cisco_software_transfer_relicensing_policy.html, shall not apply to Resale of HCS-LE.

5.3. [***]

6. Termination for Cause. If Channel Partner fails to meet any of these conditions or comply with any of the terms of this Addendum at any time during the Addendum Term, Channel Partner will be ineligible to Resell HCS-LE under the HCS-LE Resale Program and this Addendum will terminate automatically for cause and without further notice from Cisco (“Termination).

7. Term. This Addendum expires on the earlier of (i) one year after the Addendum Effective Date or (ii) the termination or expiration of the Agreement and may be renewed upon mutual agreement of the Parties (such term to be referred to as the “Addendum Term”).

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IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed. Each party warrants and represents that its respective signatories whose signatures appear below have been, and are, on the date of the signature, authorized to execute this Addendum.

Presidio Networked Solutions, Inc.	Cisco Systems, Inc.
(“Integrator”)	(“Cisco”)
Authorized Signature	Authorized Signature
Print Name                         Jay T. Staples	Print Name
General Counsel
Title	Title
12/21/12
Date	Date

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ADDENDUM 3 TO THE SYSTEMS INTEGRATOR AGREEMENT

ENTERPRISE LICENSE AGREEMENT PROGRAM

This Addendum 3 (“Addendum”) to the Systems Integrator Agreement (“Agreement’) is entered into by and between Cisco and Presidio Networked Solutions, Inc. (“Integrator”). This Addendum is effective on the date of last signature below (“Addendum Effective Date”). Except where expressly stated, all terms of the Agreement remain in full force and effect. Any capitalized term not defined in this Addendum will have the meaning specified in the Agreement. In the event of a conflict between the Agreement and the Addendum, the Addendum shall take precedence over the Agreement with regards to the subject matter described herein.

1. ATTACHMENTS

1.1. The following attachments are incorporated by reference.

∎ Attachment A - Definitions

∎ Attachment B - Cisco ELA End User Terms and Conditions (“End User Terms”)

∎ Attachment B-1 – Security Enterprise License Agreement Program End User Terms

∎ Attachment C - Partner Program Requirements (“Program Requirements”)

∎ Attachment C-1 – Security Enterprise License Agreement Program Requirements

2. PROGRAM

2.1. This Addendum describes the terms and conditions for Integrator’s participation in the Cisco Enterprise License Agreement program (“Program”). The Program entitles Integrator to Resell on an Enterprise-Wide basis the applicable Cisco ELA, to qualified End Users, subject to the then-current End User Terms, including the license terms, limitations, waivers and restrictions included or incorporated therein. Cisco may update the ELA or the End User Terms from time to time, and integrator may only Resell the then-current ELA under the then-current End User Terms.

3. TERM

3.1. This Addendum has a term of one year starting on the Addendum Effective Date (“Addendum Term”). This Addendum shall renew for one or more additional one year Addendum Terms unless either party provides notice of non-renewal of this Addendum at least thirty (30) days before the end of the then-current Addendum Term. This Addendum shall terminate immediately upon the termination or expiration of the Agreement.

4. INTEGRATOR ELIGIBILITY

4.1. [***]

● [***]

● [***]

● [***]

4.2. [***]

4.3. [***]

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

5. INTEGRATOR OBLIGATIONS

5.1. Prior to accepting an End User Purchase Order, Integrator must:

● Attach the End User Terms to Integrator’s quote;

● Obtain from End User a signed copy of the End User Information Form for the applicable Cisco ELA; and

● Confirm that the End User Purchase Order references Integrator’s quote and the attached End User Terms.

5.2. Integrator must provide Cisco a completed, signed copy of the End User information Form with Integrator’s Purchase Order.

5.3. Integrator may not retain any rights in or to the ELA, and may only Resell the ELA in its entirety only to the End User and End User Affiliates designated in the End User Information Form. Integrator may not Resell the ELA other than on an Enterprise-Wide basis.

5.4. Integrator may not transfer, relicense or sublicense the ELA except in accordance with Cisco’s Software Transfer and re-licensing Policy, which is located at [***]

5.5. Integrator may not offer the ELA for hosting, outsourcing, or other provisioned services to End Users.

5.6. Cisco may end the product life of the Software under the Program consistent with Cisco’s End of Life Policy which is located at: [***]

IN WITNESS WHEREOF, the parties have caused this Addendum to be duly executed by their authorized signatories.

INTEGRATOR		CISCO
AUTHORIZED SIGNATURE:		AUTHORIZED SIGNATURE:
NAME:	Jay T. Staples	NAME:	Brian Dulac
TITLE:	General Counsel	TITLE:	Senior Controller
DATE:	5/2/13	DATE:	May 6, 2013

APPROVED BY LEGAL

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT A

DEFINITIONS

“Affiliate” means, with respect to End User, any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with End User, where “control” means having direct or indirect ownership of more than fifty percent (50%) of the voting equity or beneficial interest of the party. With respect to Integrator and Cisco, “Affiliate” has the same meaning as in the Agreement.

“Authorized Users” is defined in the applicable End User Information Form.

“Cisco” means Cisco Systems, Inc. or the applicable Cisco Affiliate which is the contracting party to the Agreement.

“ELA” means the Software and Services provided by Cisco as set forth in the product exhibit to the applicable End User Terms.

“End User” means the final purchaser that: (i) has acquired the ELA for its own Internal Business Use, and (ii) is identified as the purchaser in the End User Purchase Order, including the Affiliates specified in the End User Information Form.

“End User Purchase Order” means the purchase order for the ELA placed by the End User with Integrator.

“Enterprise-Wide” means End User’s permitted use of the Software and receipt of Services as identified in the applicable ELA for End User’s Internal Business Use for as many Authorized Users and on as many End User computing or communication devices or appliances capable of using the applicable Software.

“Excluded Growth” means growth of more than [***] percent ([***]%) in End User’s Authorized Users from the date the End User Information Form is submitted to Reseller arising from one or more mergers, acquisitions, joint ventures or other extraordinary transactions.

“Integrator Purchase Order” means the purchase order for the ELA placed by Integrator with Cisco.

“Internal Business Use” means any activity carried out by End User for its internal business purposes, excluding acting as a service bureau, outsourcing, hosting or providing a managed service for use by third parties other than Affiliates.

“Organic Growth” [***]

“Resale” or “Resell” means Integrator’s sale of the ELA to End Users as permitted in the Program.

“Services” means the services provided by Cisco set forth in the product exhibit in the applicable End User Terms.

“Software” means the software licensed by Cisco set forth in the product exhibit in the applicable End User Terms.

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ATTACHMENT B

CISCO ELA END USER TERMS AND CONDITIONS

The following End User Terms apply to the applicable Cisco ELA. Cisco may update Attachment B from time to time upon written notice to Integrator.

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ATTACHMENT B-1

SECURITY ENTERPRISE LICENSE AGREEMENT PROGRAM

END USER TERMS AND CONDITIONS

These End User Terms and Conditions (“ELA Terms”) govern Your use and receipt of the products and services licensed under the Cisco Security Enterprise License Agreement Program (“Program”). The ELA Terms incorporate the terms and conditions of the EULA (as defined below). For purposes of the Program, these ELA Terms take precedence over any conflicting terms in any other written contract or EULA You have with Cisco or ScanSafe.

1.            DEFINITIONS; EXHIBITS

1.1          Definitions. Capitalized terms used in these ELA Terms that are not defined herein have the meanings ascribed to such terms in Exhibit A.

1.2          Exhibits. The following Exhibits are incorporated by reference:

Exhibit A	Definitions
Exhibit B	End User Information Form
Exhibit C-1	Security Software
Exhibit C-2	Cloud Web Security Service

2.            PROGRAM

2.1          Scope. Your license of the Security ELA grants you the right to use the Security Software and to receive the Cloud Web Security Service that you have ordered in accordance with these ELA Terms. The Program and these ELA Terms apply only to the Security ELA and do not include any Cisco hardware products or any other software, services, subscriptions or support.

2.2          Resellers. You are free to select your own authorized Reseller. Your purchase of and payment for the Security ELA is made between You and the Reseller. Resellers act independently and do not have authority to bind Cisco or ScanSafe. If a Reseller ceases to be an authorized Cisco Reseller or ceases to participate in the Program, you may select a replacement Reseller, provided that such Reseller is eligible to participate in the Program.

2.3          No Retroactivity. The Program will not apply retroactively to any purchases of Cisco or ScanSafe products or services prior to the date that Cisco and ScanSafe accept your Security ELA order from your Reseller.

2.4          End User Information Form. To license the Security ELA, you must provide your Reseller with a completed and executed End User Information Form. Your Reseller will submit the completed form to Cisco.

3.            LICENSE TERMS

3.1          Security ELA Offerings. The Security ELA includes the following software and service offerings: (i) Application Software; (ii) Client Software; (iii) Cloud Service; (iv) Feature License Software; (v) Portal Service; (vi) Subscription Software; and (vii) Subscription Services, as further described in Exhibit C-1 and C-2 and Section 3.4 below.

3.2          Security Software. Subject to these ELA Terms, Cisco and its suppliers grant You a non-exclusive, non-transferable license during the term specified in Section 3.4 to use unlimited Object Code copies of the Security

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Software for Your Internal Business Use. In the event of a conflict between these Terms and the EULA, these Terms shall govern.

3.3          Cloud Web Security Service. Subject to these ELA Terms, ScanSafe and its suppliers grant You a non-exclusive, non-transferable license during the term specified in Section 3.4 to use the Cloud Web Security Service for Your Internal Business Use. In the event of a conflict between these Terms and the EULA, these Terms shall govern.

3.4          License or Service Terms; Entitlement to Updates. The Security ELA offerings have the license or service terms and entitlement to updates set forth below.

OFFERING	LICENSE/SERVICE TERM*	ENTITLEMENT TO UPDATES
Application Software	Perpetual license	Software Application Support and Upgrades included in Security ELA during the Term
Client Software	Perpetual license	Available as part of a separately purchased hardware support contract during term of coverage
Cloud Service	Subscription-based limited term license for Term only (subject to renewal)	Included in Security ELA during the Term
Feature License Software	Perpetual license	Available as part of a separately purchased hardware support contract during term of coverage
Portal Service	Subscription-based limited term license for Term only (subject to renewal)	Included in Security ELA during the Term
Subscription Software	Subscription-based limited term license for Term only (subject to renewal)	Software Subscription Support Services included in Security ELA for certain Subscription Software. Updates for other Subscription Software is available as part of a separately purchased hardware support contract during term of coverage
Subscription Services	Services entitlement is for paid term only (subject to renewal)	Alerts, reports and other information specified in Services Description are included in Security ELA during the Term

* Applies to original software license or services, along with any Updates appropriately received during term of applicable hardware or software support contract or Term, as applicable.

** Software Subscription Support Services are provided for Email Security Appliance, Web Security Appliance and Security Management Appliance software.

3.5          Excluded Growth. You must notify Your Reseller of Excluded Growth and Your Reseller will provide You a quote for these additional Authorized Users.

3.6          Change of Control Transaction. If You are acquired by a third party acquiror (“Change of Control Transaction”), the licenses granted under these ELA Terms shall continue to apply during the remainder of the Term only to You and Your Affiliates that were under Your common ownership and control prior to the Change of Control Transaction. The third party acquiror and its affiliates shall not be considered Your Affiliates and shall not be entitled to any rights granted under these ELA Terms.

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3.7          Support. You are responsible to support the Cisco products used with the Security ELA. You are free to obtain support directly from Cisco, from the Reseller, or from another Cisco authorized support provider You select.

3.8          No Assignment. You may not assign or transfer Your interests, rights or obligations under these ELA Terms by written agreement, merger, consolidation, divestiture, operation of law, or otherwise, without Cisco’s prior written consent. Any attempt to assign or transfer Your rights under these ELA Terms shall be null and void.

3.9          Software Delivery. You will receive all Security ELA deliverables through the delivery mechanism specified in the Security ELA deliverables document or through Cisco or ScanSafe providing a hosted service as described in the applicable Service Description. Delivery will be considered complete when an appropriate method of access is made available to You. You are responsible for all distribution of the Security ELA to Your Authorized Users and Affiliates.

3.10        Verification. Upon reasonable request from Cisco, You agree to assist and make information available to Cisco to verify Your installation or use of the Security ELA.

3.11        Business Reviews. Cisco will make available an executive to hold Annual Business Reviews with You and Your Reseller to accomplish the following objectives: (i) provide general business updates; (ii) identify process improvement opportunities; (iii) review quality assurance issues; (iv) review customer satisfaction issues; (v) review product roadmaps; (vi) review deployment progress; and (vii) address any other issues raised by You.

3.12        Authorized Users. You represent that the estimated number of Authorized Users set forth in the End User Information Form is a good faith estimate of the total quantity of Authorized Users as of the date of your purchase order for the Security ELA.

3.13        WiFi Bandwidth Limit. If Your use of the Cisco Cloud Web Security Wi-Fi Hotspot Web Filtering Service exceeds the WiFi Bandwidth Limit for two or more consecutive months during the Term, your Reseller will provide you a quote for additional bandwidth.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

EXHIBIT A    

DEFINITIONS

“Affiliate” with respect to a party means any corporation, firm, partnership or other entity that directly or indirectly controls, or is controlled by, or is under common control with such party, where “control” means having direct or indirect ownership of more than fifty percent (50%) of the voting equity or beneficial interest of the party.

“Authorized Users” means (i) all Your full or part-time employees at all of Your locations, (including any remote personnel); and (ii) all Your contractors who use the Security Software and Web Security Service solely for Your behalf.

“EULA” means the Cisco End-User License Agreement, the ScanSafe End User License Agreement, and as applicable, for certain Security Software, a SEULA. The ELA Terms incorporate the EULA in its entirety, including but not limited to, the limitation of liability, consequential damages waiver, and warranties stated therein, and all use of the Security Software is subject to the EULA or any applicable SEULA.

“Excluded Growth” means growth of more than [***] percent ([***]%) in your Authorized Users from the date You submit the End User Information Form to Reseller arising from one or more mergers, acquisitions, joint ventures or other extraordinary transactions.

“Internal Business Use” means activities carried out by You for Your internal business purposes, excluding acting as a service bureau, outsourcing, hosting or providing a managed service of the Security Software or Web Security Service for use by any third party other than Your Affiliates.

“Object Code” means the Security Software in executable binary form.

“Order” means a purchase order for the Security ELA placed by You with the Reseller.

“Organic Growth” means Authorized User growth in the normal course of Your business operations other than through Excluded Growth.

“Reseller” means the reseller authorized by Cisco and ScanSafe to resell the Security ELA under the Program.

“ScanSafe” means Cisco’s Affiliate ScanSafe Services LLC if Your principal place of business is in the United States or Canada and Cisco’s Affiliate ScanSafe Ltd if Your principal place of business is in Europe.

“Security ELA” means, collectively, the software and related services set forth in Exhibits C-1 and C-2. Cisco may from time to time amend Exhibit C-1 or C-2 on written notice to You in the case of third party software included in the Security ELA, to replace such third party software with functionally equivalent or superior software.

“Service Description” means the applicable terms posted at [***]

“SEULA” means the applicable Supplemental End-User License Agreement for certain Security Software.

“Term” means the license term for the Security ELA specified in the End User Information Form.

“Update” has the meaning defined in the applicable support contract or Service Description.

“WiFi Bandwidth Limit” means the limit on Your use of the Cisco Cloud Web Security Wi-Fi Hotspot Web Filtering Scanning Service specified in the End User Information Form.

“You” or “Your” means the end user customer licensing the Security ELA under these ELA Terms, including its Affiliates designated on the End User Information Form.

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EXHIBIT B

END USER INFORMATION FORM FOR SECURITY ELA                        

END USER CONTACT INFORMATION

End User Purchase Order Date:

Full Legal Name of End User:

Address:

Contact Name:

Title:

Phone:

Email:

END USER SECURITY ELA BUSINESS TERMS

Security ELA Term Start Date:

Note: Start Date will be End User P.O. date + 3 weeks

Security ELA Term End Date:

Note: End Date will be ELA Term Start Date + 36 months

Estimated Number of Authorized Users:

Wi-Fi Bandwidth Limit (for Cisco Cloud Web Security Wi-Fi Hotspot Web Filtering Service):

Affiliates – check appropriate box and provide information, as needed:

☐None

☐All affiliates

☐Named affiliates, legal names listed below (attach sheet if necessary):

END USER SIGNATURE

Signature                                                                                                  Title:                                                          

Printed Name                                                                                       Date:                                                       

RESELLER INFORMATION

Full Legal Name of Reseller:

Address:

Contact Name:

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Title:

Phone:

Email:

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                           EXHIBIT C-1             

            SECURITY SOFTWARE            

        [please contact Cisco for current version]         

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EXHIBIT C-2        

CLOUD WEB SECURITY SERVICE

[please contact Cisco for current version]      

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ATTACHMENT C

Partner Program Requirements

Integrator must maintain the following partner program requirements to be eligible to Resell the applicable Cisco ELA under the Program. Eligibility to Resell one ELA does not entitle Integrator to Resell another ELA unless Integrator meets the Program Requirements for that ELA. Cisco may update the partner program requirements from time to time upon written notice to Integrator.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

ATTACHMENT C-1

Security Enterprise License Agreement Partner Program Requirements

North America

  • [***]

• [***]

• [***]

• [***]

Europe

• [***]

• [***]

• [***]

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ADDENDUM TO THE SYSTEMS INTEGRATOR AGREEMENT

This Addendum to the Systems Integrator Agreement (the “Agreement”) is entered into as of the date of last signature written below (the “Addendum Effective Date”) between:

Cisco Systems, Inc. (“Cisco”), a California corporation having a place of business at 170 West Tasman Drive, San Jose, California, 95134,

and,

Presidio Networked Solutions, lnc. (“Integrator”), a corporation formed under the laws of Maryland having its principal place of business at 7601 Ora Glen Drive, Suite 100, Greenbelt, MD 20770, United States.

The parties agree as follows:

1. The attached exhibit, entitled “Cisco Services Software Program Pilot Exhibit” (the “Pilot Program”) is added to the Agreement as an Exhibit (the “Program Exhibit”).

2. With respect to the Pilot Program, the Products and Services subject to the Program Exhibit are limited solely to the Products and Services expressly made available for Resale as set forth in the Program Guide (inclusive of the Additional Program Documents). “Program Guide” and “Additional Program Documents” are defined in the Program Exhibit. Integrator understands and acknowledges that Cisco may from time to time require Cisco’s Advanced Technology Provider qualifications, certifications or other specializations as a pre-requisite to the Integrator being certified as meeting the requirements to Resell certain Products or Services within the Program.

3. With respect to the Pilot Program only, and to the extent expressly set forth in the Program Guide, the following apply:

a. Pilot Program Partner-to-Partner Resale Exception.

i. Outside of the EEA, Cisco may permit Integrator to Resell Program Products and Services to other registered Cisco-Authorized resellers (“Resellers”) solely for the fulfillment of End-User Orders in Integrator’s authorized Territory, provided that the Products and Services are sold as a component of a total solution with significant Added Value. Cisco will permit such Reselling (as described in the previous sentence) for specific Pilot Program offerings by expressly posting such permission (with any related limitations or requirements) in the Program Guide. Such permission may be limited or revoked at any time by Cisco with or without prior notice. With respect to the EEA, the authority to Resell to Authorized Resellers as provided in the Agreement remains unchanged.

ii. As part of Integrator’s Added Value, Integrator must agree in writing with the Reseller to provide the Reseller and/or End-User with a reasonable level of technical support, installation and configuration services with respect to the Product or Services being resold. Depending on the offering and transaction process, if the End-User does not have Cisco support, End-User will be required to work through Integrator and Reseller for support. Integrator shall indemnify Cisco for any claims or liability that arises from the performance of such services.

iii. Prior to any distribution of Products and Services by Integrator to Reseller, the Reseller must acknowledge and agree in writing with Integrator that applicable resale terms of the Reseller’s Systems Integrator Agreement, Indirect Channel Partner Agreement or equivalent Cisco resale agreement applies as it pertains to the reselling of Cisco’s Products and Services for End User Orders. For the avoidance of doubt, Reseller must also agree and understand that any Resale pursuant to this paragraph will not be applied toward attainment of certifications, discounts, rebates or other benefits from Cisco, including without limitation any rights or benefits under the Pilot Program and the Cisco Services Partner Program.

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iv. Integrator and Reseller must provide all information regarding End-Users as reasonably requested by Cisco, including without limitation, the End-User’s installation and delivery site for Services. Such information may be required before Cisco approves the Resale under this section.

v. Cisco is a third-party beneficiary of any Cisco Software licensed to Reseller and/or End User. Cisco shall have the right to enforce such terms and conditions directly against such Reseller and/or End User and, at Cisco’s option, terminate any such Software license for breach.

b. Added Value.    Integrator may Resell certain Program Products and Service (as identified and to the extent identified in the Program Guide) without Added-Value. Such permission may be limited or revoked at any time by Cisco with or without prior notice.

c. Discounts and Rebates.   The discounts and rebates for the applicable Products and Services are set forth at the Program Website (as defined and identified in the Pilot Exhibit) and not in Exhibit B (Discount Terms and Conditions) of the Agreement.

d. Payment Terms for Software available for Download.   The payment terms for Software made available for download is thirty (30) days from the date the Software is made available for download by Cisco.

4. Products and Services offered as part of the Pilot Program are not included as part of the Cisco Services Partner Program or any other Service program offered by Cisco.

5. All other terms and conditions of the Agreement remain unchanged and in full force and effect.

The parties have caused this Addendum to be duly executed. Each party represents that its respective signatories whose signatures appear below have been and are on the date of signature duly authorized to execute this Addendum.

CISCO SYSTEMS, INC.		Presidio Networked Solutions, Inc.
By:		By:
Name:    Juan Pablo Brockmann		Name:        Jay Staples
Title:      Director, Finance		Title:        General Counsel
Date:  February 3, 2014		Date:        1/29/14

    APPROVED BY LEGAL

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Exhibit

CISCO SERVICES SOFTWARE PARTNER PROGRAM PILOT EXHIBIT

This Cisco Services Software Partner Program Pilot (the “Program”) Exhibit supplements the Agreement and all the terms and conditions of the Agreement apply to this Exhibit, provided that, to the extent there is a conflict between the Agreement and this Exhibit, the terms of this Exhibit take precedence over the terms and conditions of the Agreement with regard to the subject matter described herein. For purposes of this Exhibit, “Participant” means the Party executing the Agreement with Cisco.

1.0 DEFINITIONS.

1.1        Additional Program Documentation means the Program Performance Management Appendix, Growth Incentive Eligible Bookings Guide and Program Operations Guide (when made available on the Program Website), each incorporated by reference within the Program Guide.

1.2        Bug Fixes means an error correction, patch or workaround for the Software, which either comprises new Software or is a network-bootable Software image as determined by Cisco and that is provided to Participant by Cisco and which may comprise a Maintenance Release but which shall not comprise a Minor or Major Release.

1.3        Cisco Branded Services means those service offerings identified as Technical Services and Advanced Services made available for purchase and resale by Participant under this Program, which can be found at the Program Website (as defined below). Cisco Branded Services under this Program have no relation to, and will not be treated as part of, any other Cisco Branded Services available under the Cisco Services Partner Program.

1.4        Deliverable(s) means, with respect to each Service provided under this Program as part of an Offer Description or SOW, the items to be delivered by Cisco to Participant as specified in the Offer Description or SOW, including, without limitation, any Reports.

1.5        Electronic Communication means the electronic communication standard specified by Cisco for the purpose of ordering and maintaining service contract information.

1.6         End User Network Information means the information about End User’s network that is collected, stored, and analyzed in connection with the Data Collector Tool, and may include, without limitation, the following information: configurations (including running configurations and startup configurations), product identification numbers, serial numbers, host names, equipment locations, IP addresses, system contacts, equipment models, feature sets, software versions, hardware versions, installed memory, installed flash, boot versions, chassis series, exceptions to such information (e.g., duplicate host name, duplicate IP address, device running interim release image), slot IDs, card types, card families, firmware versions, and other network and inventory information as deemed appropriate by Cisco.

1.7        End User Obligations means the obligations End Users should comply with when purchasing Software and Services in addition to End User responsibilities set out in the applicable Offer Descriptions.

1.8        Intellectual Property means any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (ii) trademark and trade name rights and similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing).

1.9        Maintenance Release means an incremental release of Software that provides maintenance fixes and may provide additional Software functions. Maintenance releases are designated by Cisco as a change in the

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digit(s) to the right of the tenths digit of the Software version number [x.x.(x)] or to the right of the hundredths digit of the Software version number [x.x.x.(x)].

1.10        Major Release means a release of Software that provides additional Software features and/or functions. Major Releases are designated by Cisco as a change in the ones digit of the Software version number [(x).x.x].

1.11        Minor Release means an incremental release of Software that provides maintenance fixes and additional Software features. Minor Releases are designated by Cisco as a change in the tenths digit(s) of the Software version number [x.(x).x].

1.12        Ordering Tool(s) means a Cisco.com tool that Participant may use to order under this Program.

1.13        Other Product means Product an End User acquired from sources other than Participant.

1.14        Other Service Program means the support program(s) including, but not limited to, Cisco Services Partner Program (“CSPP”), Cisco Brand Resale (“CBR”), Cisco Shared Support Program (“CSSP”), resale of Cisco Remote Operations Support (“Cisco ROS”), resale of Cisco Transactional Advanced Services, Co-Brand Foundation Program and interim support programs commonly referred to as “Bridge” programs, under which Participant was or may have been previously participating and receiving services from Cisco prior to the Program becoming available.

1.15        Program means, for purposes of this Exhibit, the Cisco Services Software Partner Program Pilot.

1.16        Program Guide means the governing document for Cisco Services Software Partner Program Pilot, defining program elements, including, but not limited to, eligibility, performance management, and any applicable rebates.

1.17        Program Start Date means the date when Participant is authorized by Cisco to participate in the Program.

1.18        Program Website means [***]

1.19        Report(s) means a report or reports generated by Cisco as part of a Service under this Program that is based on End User Network Information. The information contained in Reports may include part or all of the collected End User Network Information, product alert information, and such other information as Cisco deems appropriate.

1.20        RMA means Return Material Authorization.

1.21        Service(s) means those Services made available under the Program.

1.22        Services Description or Offer Description each means the description of the Software and/or Services made available under this Program, as of the purchase date of such Software or Services, to be made available by Cisco and the applicable terms and conditions under which those Software or Services are provided. Each available Software and Service has its own Offer Description, which can be found at the Program Website.

1.23        Service Level Agreement (“SLA”) Addendum means a duly executed addendum to a Previous Service Program that addresses Cisco’s service delivery response time commitments as a part of Participant’s resale of Cisco Branded Services.

1.24        Statement of Work or SOW means the documents agreed upon by the parties that define the services and deliverables, if any, to be provided thereunder.

1.25        TAC means Cisco’s Technical Assistance Center.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

1.26        Territory means the country or countries in which Participant has been granted authorization by Cisco to participate in the Program.

1.27        Tool(s) means the software or hardware appliance, commonly referred to as “Data Collector Tools” or “Collectors”, which enables Participant to run, on one or more computers connected to an End User’s network, data collection devices in order to collect, analyze and provide reports regarding End User Network Information.

2.0 SCOPE OF THE PROGRAM. This Exhibit sets forth additional governing terms and conditions for the Program under which Participant is authorized to purchase and license Software and Services available for purchase solely under the Program.

3.0 ELIGIBILITY. Participant acknowledges that it is authorized to provide Software and Services under this Program to the extent Participant has achieved such Cisco designated specializations or certifications as specified in the eligibility portion of the Program Guide and/or Additional Program Documentation. Additionally, Participant understands and acknowledges that Cisco has required Participant [***]

4.0 CHANGE OF SCOPE. Cisco reserves the right to make changes to the Program, or parts thereof, at any time, including, but not limited to, the eligibility criteria, performance metrics, service offerings, and rebates. Any Program changes shall become effective ninety (90) days from the date of notice provided by Cisco. If Participant does not agree with a change made to Services under the Program under this clause, Participant may elect to either (i) terminate this Exhibit within ninety (90) days of the notice of change of scope by providing written notice to Cisco of such termination; or (ii) cease purchasing the affected Service at its sole discretion, but such cessation will not limit Participant’s ability to participate in the affected Service or any other Services under the Program for which Participant is eligible.

5.0 CISCO RIGHTS AND OBLIGATIONS.

5.1        Cisco will make available the Software and Services listed at the Program Website for purchase and resale, as applicable, by Participant under the Program. Software and Services are subject to Participant eligibility and any availability limitations specified in the applicable Offer Description. For any Cisco Branded Services provided by Cisco directly to End User, Cisco shall perform the Services on behalf of Participant, acting as Participant’s subcontractor.

5.2        Cisco Warranty. For the duration of the Cisco warranty period, Cisco will provide Participant access to Cisco’s TAC for warranty support. During such period, Cisco will use commercially reasonable efforts to provide, where required, Bug Fixes to Participant.

5.3        Inspection Fee. In order to be eligible to receive support services as set out herein for Software that has not been previously supported, for Software where support has lapsed and/or for Other Product, Cisco will have the right to validate that a Software license exists for Software to be supported. Where a valid Software license does not exist, a Software license fee will be payable by Participant to Cisco.

6.0 PARTICIPANT RIGHTS AND OBLIGATIONS.

6.1        Participant has read, understood, and agrees to comply with Program Guide, and Additional Program Documentation contained therein, located at the Program Website, which is incorporated herein by reference and may be updated from time to time by Cisco in its sole discretion under Section 4.0 (Change of Scope). Participant must comply at all times with requirements of particular Software, Services, Program Guide, and Additional Program Documentation in order to achieve and retain the benefits of the Program, including any associated rebates.

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6.2        Prior to accepting a purchase order from an End User for Cisco Branded Services provided by Cisco directly to End User, Participant shall refer the End User to the relevant End-User accessible Cisco website where Service Description and End User Obligations are posted, or provide a current copy of such documents to End User and ensure that End User understands (i) Cisco’s obligations, (ii) End User’s responsibilities under the applicable Offer Description, and (iii) End User Obligations.

6.3        Participant must have: 1) a service sales organization; 2) access to Cisco.com; and 3) a detailed understanding of how to use and operate Ordering Tools and contract management web tools.

6.4        Electronic Communication.   Where required by Cisco, Participant must have the ability to exchange information with Cisco through an electronic communication standard specified by Cisco for the purpose of ordering and maintaining service contract information. Cisco will provide the Participant with the necessary interface specifications and information to establish the means of electronic communication. The parties agree that, where electronic communication is specified, all information regarding Program order transactions will take place in the established format. Cisco may from time to time alter the specification of any electronic interfaces, and Participant will be notified of such changes in the specification, together with details of the maximum period by which such interface changes must be implemented by Participant. Cisco will undertake interface testing for the purposes of validating functionality.

6.5        Participant Warranty Obligations.     In those instances when Service has not been purchased by Participant, Participant shall provide to its End Users, at no additional charge, all warranty service for the duration of the warranty period set out in the published Product warranty shipped with the original Product. The warranty period shall commence upon shipment to the Participant or upon such period as is provided for in the Product warranty shipped with the original Product.

6.6        Participant is entitled to receive support only for Software for which the Participant has paid the applicable support and license fees. Participant shall be responsible for ensuring that End Users utilize Software for which applicable support and license fees have been paid, and shall provide Cisco with such information as Cisco may require enabling Cisco to monitor and enforce entitlement levels.

7.0 REPRESENTATION OF CISCO BRAND.     Participant agrees to comply with the guidelines located at [***] which is incorporated herein by reference.

8.0 PRICE AND PAYMENT.

8.1        The price for Services is (a) calculated by applying [***]

8.2        Except for SOW-based Advanced Services or unless otherwise noted to the contrary in an applicable Offer Description, all Services are invoiced in advance (including multi-year orders) and are payable within thirty (30) days from the invoice date in the currency used by the Cisco entity with which Participant has placed its Purchase Order. SOW-based Advanced Services shall be invoiced following the completion of Services unless otherwise specified in the applicable SOW.

8.3        All stated prices are exclusive of taxes, fees, duties or other applicable amounts. Any taxes related to Services purchased pursuant to this Agreement shall be paid by Participant or Participant shall present an exemption certificate acceptable to the taxing authorities. Applicable taxes, if any, shall be billed as a separate item on the invoice, to the extent possible. Cisco reserves the right to increase any Service fee in the event a withholding prevents Cisco from receiving the price specified above.

8.4        Participant is free to determine its resale prices unilaterally. Participant understands that neither Cisco, nor any employee or representative of Cisco, may give any special treatment (favorable or unfavorable) to Participant as a result of Participant’s selection of resale prices. No employee or representative of Cisco or anyone else has any authority to specify what Participant’s resale prices for the Services must be, or to inhibit in any way, Participant’s pricing discretion with respect to the Services.

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

9.0 LICENSE. WITH RESPECT TO SERVICES, THE FOLLOWING APPLIES:

9.1        Subject to the terms and conditions herein, Cisco grants to Participant a limited, revocable, non-exclusive, non-transferable license to (a) use, display, reproduce, modify, and distribute Reports provided by Cisco directly as part of a Service offered under the Program; (b) create, use, reproduce, and distribute derivative works of the Reports provided by Cisco directly as part of a Service offered under the Program; and (c) to the extent expressly permitted by a Program offering, distribute Software that Participant may receive as a result of Services (exclusive of Software purchased or offered for purchase as part of an offering under this Program) provided under the Program. The license herein is granted solely for Participant’s support of End Users during its participation in the Program. Participant may not sublicense to any persons or entity any rights to reproduce or distribute the Deliverables. Cisco also may terminate this license upon written or oral notice to Participant, with or without prior notice.

9.2        Access to and use of Tool(s) by Participant is subject to acceptance of the Cisco End User License Agreement located at www.cisco.com/go/warranty, incorporated by reference and made a part hereof. Participant agrees to return Tool(s) upon termination of the license or upon Cisco’s request that the Tool(s) be returned to Cisco.

10.0 OWNERSHIP. As between Participant and Cisco, Cisco shall at all times retain all right, title, and interest in and to all pre-existing Intellectual Property owned by Cisco as of the Effective Date and all Intellectual Property in and to the Services and Deliverables or other Intellectual Property provided or developed by Cisco or a third party on Cisco’s behalf thereafter. As between Participant and Cisco, Participant shall at all times retain all right, title, and interest in and to all pre-existing Intellectual Property owned by Participant as of the Effective Date and all Intellectual Property that is developed by Participant or by a third party on Participant’s behalf thereafter without the benefit of any of Cisco’s Intellectual Property. Third party hardware and software shall at all times be owned by the applicable third party.

11.0 WARRANTY. ALL SERVICES PROVIDED HEREUNDER SHALL BE PERFORMED IN A WORKMANLIKE MANNER. EXCEPT AS SPECIFIED IN THIS SECTION, CISCO HEREBY DISCLAIMS AND PARTICIPANT WAIVES ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES (WHETHER EXPRESS, IMPLIED, OR STATUTORY), INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR CONDITION (A) OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, SATISFACTORY QUALITY, QUIET ENJOYMENT, ACCURACY, (B) ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE IN THE INDUSTRY. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE DISCLAIMED, SUCH WARRANTY IS LIMITED IN DURATION TO THE APPLICABLE EXPRESS WARRANTY PERIOD. PARTICIPANT’S SOLE AND EXCLUSIVE REMEDY FOR BREACH OF WARRANTY SHALL BE, AT CISCO’S OPTION, RE-PERFORMANCE OF THE SERVICES; OR CANCELLATION OF THE APPLICABLE SERVICE ORDERED AND RETURN OF THE PORTION OF THE SERVICE FEES PAID TO CISCO BY PARTICIPANT FOR SUCH NON-CONFORMING SERVICES.

12.0 [***]

[***]

[***]

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[***]

13.0 ASSIGNMENT AND SUBCONTRACTING.

13.1      Without prejudice to the Assignment provision of the Agreement, Participant may not delegate, assign, or subcontract any obligation which it has to an End User to provide support services for Products under the Program incorporating any of the Services, except where;

(a) otherwise permitted in writing by Cisco or with its prior written consent; or

(b) Participant subcontracts to a company that meets the qualification criteria for participation under the Program but is acting as a subcontractor to Participant (“Services Only Partner”); or

(c) Participant subcontracts to a service provider in respect of which Participant demonstrates to Cisco’s reasonable satisfaction, such approval not to be unreasonably withheld or delayed, that the service provider provides support services of an equivalent level of quality to an Participant qualified under the Program.

13.2      In the event that the Territory includes a country within the European Economic Area (“EEA”), Participant is authorized to provide support services incorporating the Services under the Program in an EEA country (“Destination Country”) where it is not qualified to participate in the Program, provided it has either: (i) subcontracted the Services to a Services Only Partner qualified in the Destination Country as set forth above; or (ii) made other arrangements to Cisco’s reasonable satisfaction, such approval not to be unreasonably withheld or delayed, to provide support services in the Destination Country of a quality equivalent to a Services Only Partner qualified in that country.

13.3      In all permitted exceptions identified above, the Participant subcontracting the Services shall remain entirely responsible and any actions taken by the Participant or the Services Only Partner will count in the measurement of Participant’s performance metrics under the Program.

14.0 TERM AND TERMINATION.

14.1      In addition to all rights and remedies which it may have under the Agreement, Cisco may terminate or suspend its performance with respect to some or all Products covered under this Program, whether or not Products were purchased prior to or subsequent to the Effective Date, immediately upon notice if (i) Participant fails to maintain the Eligibility; (ii) Participant fails to pay for the Services when due and fails to make such payment within fifteen (15) days after notice from Cisco of such past due payment; (iii) if Participant breaches the provisions of Sections 9, 17.2, 17.3, and/or any of the material provisions of this Exhibit and fails to remedy such breach within thirty (30) days after written notification by Cisco to Participant of such breach; (iv) in the event that Cisco discontinues Software or Service for one or more Program offerings for whatever reason or (v) the Agreement terminates.

14.2      Cisco may at any time terminate the Exhibit for convenience, for any reason or no reason, by providing Participant with ninety (90) days prior written notice of termination.

14.3      This Exhibit shall terminate when the Agreement terminates.

14.4      In the event that Cisco’s obligations to Participant under this Program with respect to support of Product for which payment was made prior to the expiration of the term as set forth in this Section extend beyond the term as applicable, and provided that Participant complies with the terms of the Agreement and its obligations in this

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THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST PURSUANT TO RULE 406. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Exhibit, Cisco will provide support to Participant for the term of support specified in the purchase order issue to Cisco by Participant provided that the maximum period of support shall not exceed three (3) years from the date of such purchase order.

15.0 INDEMNIFICATION. [***]

16.0 CONTRACTING WITH U.S. FEDERAL GOVERNMENT AGENCIES. The following additional provisions or modifications will only apply when Participant contracts with U.S. Federal Government Agencies and has been granted the resale rights in Section 2 (“Scope”) of the Agreement:

16.1      The definition for Services shall read as follows:

“Services” mean the Cisco brand Services described in the corresponding Services Description, listed on the then current Price List and which are available to Participant for resale to an End User in accordance with the terms of this Exhibit. In the event Services are resold to Federal Government agencies, such Services are considered “commercial items” as defined under the Federal Acquisition Regulation (“FAR”) 2.101.

16.2      Participant will not grant End User any greater rights to Cisco Brand Services than Cisco grants to Participant in the Agreement and Exhibit.

16.3      Any partial year support agreements (period of performance less than twelve (12) months) will include an additional ten percent (10%) adjustment; and/or requests for any payment term other than pre-paid twelve (12) months in advance will include an additional ten percent (10%) adjustment.

16.4      To the extent Advanced Services engagements relate to a U.S. Federal Government contract, Cisco’s Advanced Services offerings are “commercial item” as that term is defined under FAR 2.101. Cisco offers and/or provides these services upon a competitive basis and in substantial quantities in the commercial marketplace based upon established market prices for specific tasks performed under standard commercial terms and conditions.

17.0 GENERAL.

17.1      Third Party Services. Cisco reserves the right to subcontract the provision of all or part of the Services to a third party.

17.2      Disclosure of Contract Information. Participant acknowledges and agrees that in no event shall any of the information contained in this Agreement or Participant’s service contract number(s) or Cisco.com access information be disclosed to any third party. Such information shall be considered Confidential Information under the Agreement.

17.3      Service Marks. Participant will not use Cisco’s service marks in any manner except as set out in this Agreement or as mutually agreed upon in writing.

17.4      Entitlement. Participant acknowledges that Cisco has the right to verify an End User’s entitlement to receipt of Services, and that End User is entitled to receive support services only on Product for which Participant has paid the applicable license and support fees to Cisco. Participant agrees to assist Cisco with enforcement of End User entitlement as necessary, including, without limitation, providing serial number(s) to Cisco and enabling Cisco to undertake inventory review(s).

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17.5      Notices.   All notices required or permitted under this Exhibit will be in writing and will be deemed given one (1) day after deposit with a commercial express courier specifying next day delivery (or two (2) days for international courier packages specifying 2-day delivery), with written verification of receipt. All communications will be sent to the addresses set forth on the cover sheet of this Agreement or such other address as may be designated by a party by giving written notice to the other party pursuant to this paragraph. Notwithstanding the above, notices regarding changes to the Program may also be by posting on Cisco.com or by e-mail or fax.

17.6      Survival.      Sections 9 (License), 10 (Ownership), 11 (Warranty), 12 (Limitation of Liability and Consequential Damages Waiver), 14 (Term and Termination), 15 (Indemnification), and 17 (General) survive the termination or expiration of this Exhibit.

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EX-23.2

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

We consent to the use in this Registration Statement on Form S-1 of Presidio, Inc. of our report dated September 26, 2016, relating to the consolidated financial statements of Presidio, Inc., appearing in the Prospectus, which is part of this Registration Statement, and of our report dated September 26, 2016 relating to the financial statement schedules appearing elsewhere in this Registration Statement.

We also consent to the reference to our firm under the heading “Experts” in such Prospectus.

/s/ RSM US LLP

McLean, Virginia

December 27, 2016

EX-23.3

Exhibit 23.3

QUOTE INDEMNIFICATION AGREEMENT

***Note: The Required Disclaimer on Exhibit A and the Terms and Conditions of Gartner’s

consent to quote on Exhibit B are not negotiable and may not be changed. ***

THIS QUOTE INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of the 23 day of December, 2016 by and between Presidio, Inc., a Delaware corporation with offices at One Penn Plaza, New York, New York 10119 (the “Issuer”) and Gartner, Inc., a Delaware corporation with offices at 56 Top Gallant Road, Stamford, Connecticut 06902-7700 (“Gartner”).

Gartner hereby consents to the quotation by Issuer in its Registration Statement on Form S-1 to be filed with the Securities and Exchange Commission on or around December 23, 2016 (the “Filing”), of the Gartner material set forth on the attached Exhibit A (the “Gartner Material”).

In consideration of Gartner’s consent, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Issuer hereby acknowledges and agrees to the terms and conditions set forth on the attached Exhibit B.

In witness whereof, the Issuer and Gartner have executed this Agreement as of the date set forth above.

Presidio, Inc.			Gartner, Inc.
By:	/s/ Elliot Brecher		By:	/s/ Jason Pearfor
Name:	Elliot Brecher		Name:	Jason Pearfor
Its duly authorized:	SVP & General Counsel		Its duly authorized:	Yes
Date:	12/23/16		Date:	12/23/16
		Gartner – Generic Indemnification Agreement – US Public Offering

Exhibit A

Gartner Material

See attached for quoted material.

Required Disclaimer (to appear on the same page as the reference to the Gartner Reports):

The Gartner Report(s) described herein, (the “Gartner Report(s)”) represent(s) research opinion or viewpoints published, as part of a syndicated subscription service, by Gartner, Inc. (“Gartner”), and are not representations of fact. Each Gartner Report speaks as of its original publication date (and not as of the date of this Prospectus) and the opinions expressed in the Gartner Report(s) are subject to change without notice.

Gartner – Generic Indemnification Agreement – US Public Offering

Exhibit B

Terms and Conditions of Gartner’s consent to quote:

a. The Gartner Material shall be presented in the Filing as representing research opinion or viewpoints published by Gartner, and not as a representation of fact.

b. The disclaimer set forth on Exhibit A shall be included in the Filing on the same page as the Gartner Material, or in the vicinity thereof, and in the same font size.

c. Gartner disclaims all warranties, express or implied, statutory or otherwise, including, without limitation, any implied warranties of merchantability of fitness for a particular purpose, and warranties as to accuracy, completeness or adequacy of the Gartner Material.

d. The Gartner Material speaks as of its original publication date (and not as of the date of the Filing) and that the opinions expressed in the Gartner Material are subject to change without notice.

e. Gartner shall have no liability for errors, omissions or inadequacies in the Gartner Material or for any interpretations of the Gartner Material.

f. Gartner does not assume responsibility for any third parties’ reliance on any information contained in the Filing, including the Gartner Material.

g. Gartner is not an “expert” within the meaning of Section 509 of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

h. Issuer agrees to indemnify and hold harmless Gartner, its subsidiaries and their respective directors, officers, directors, shareholders, employees and agents, from and against any and all claims, liabilities, demands, causes of action, damages, losses and expenses (including reasonable attorney’s fees and costs) arising, directly or indirectly, and without limitation, out of or in connection with the Filing.

i. Issuer agrees that this Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut, without reference to conflict of law principles.

Gartner – Generic Indemnification Agreement – US Public Offering

Exhibit A

BASIS OF PRESENTATION

• “North American IT market,” when referenced in connection with data cited to Gartner, Inc. (“Gartner”), means the geographic market of the United States and Canada. See “Market, Industry and Other Data.” According to Gartner, Canada accounts for approximately 5% of the North American IT market, and Canada’s IT market growth rate is comparable (within 1%) of that of the IT market in the United States. Canada’s IT market, according to Gartner, resembles that of the United States in terms of technology trends and buying behavior, permitting the IT markets from both countries to be analyzed together, whereas the market of Mexico differs to such an extent that Gartner does not include that market in its North American IT market analysis;

*        *        *         *        *        *

• We calculate total addressable market (“TAM”) amounts using a methodology combining calculations of Gartner and the Company’s management. The data underlying the TAM amounts were calculated by Gartner, and the Company’s management used the TAM amounts to calculate CAGR between certain periods. In calculating TAM amounts with respect to the Digital Infrastructure, Cloud and Security components, Gartner excluded certain sub-components from the Security TAM that are not part of Presidio’s solution set: Consumer Security Software, Data Loss Prevention, Endpoint Protection Platform (Enterprise), Identity Governance and Administration, IPS Equipment, Other Identity Access Management, Other Security Software, Secure E-Mail Gateway, Secure Web Gateway, Security Information and Event Management (SIEM), Security Testing, VPN/Firewall Equipment, and Web Access Management (WAM). Our management then calculated CAGR using the revised TAM amounts, resulting in the amounts reported in this prospectus for TAM CAGR in this prospectus. See “Prospectus Summary—Market Overview” and “Business—Market Overview.”

MARKET, INDUSTRY AND OTHER DATA

This prospectus contains industry and market data, forecasts and projections that are based on internal data and estimates, independent industry publications, reports by market research firms and other independent sources, such as Gartner. Although we believe them to be accurate, there can be no assurance as to the accuracy or completeness of such information. Although we are responsible for all of the disclosures contained in this prospectus, we have not independently verified any of the data from third-party sources, nor have we ascertained the underlying economic assumptions relied upon therein. In addition, while we believe that the industry information included herein is generally reliable, such information is inherently imprecise. While we are not aware of any misstatements regarding the industry data presented herein, our estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the caption “Risk Factors” in this prospectus.

*        *        *         *        *        *

The Gartner Reports described herein (the “Gartner Reports”), which were prepared for us in connection with this prospectus, represent research opinions or viewpoints published, as part of a syndicated subscription service, by Gartner and are not representations of fact. The Gartner Reports speak as of their original publication date (and not as of the date of this prospectus) and the opinions expressed in the Gartner Reports are subject to change without notice.

In certain instances where the Gartner Reports are identified as the sources of market and industry data contained in this prospectus, the applicable report is identified by superscript notations. The sources of these data are provided below:

(1) Gartner, Market Databook, 2Q16 Update, dated as of June 29, 2016.

(2) Gartner, 2016 CIO Agenda: A U.S. Perspective, dated as of February 19, 2016.

(3) Gartner, Report to Presidio, dated as of May 10, 2016.

(4) Gartner, Forecast: Information Security, Worldwide, 2014-2020, 2Q16 Update, dated as of August 25, 2016.

(5) Gartner, Market Share: IT Services, 2015, dated as of April 6, 2016.

(6) Gartner, Market Trends: Cloud Adoption Trends Favor Public Cloud with a Hybrid Twist, dated as of August 4, 2016.

(7) Gartner, Market Databook, 4Q13 Update, dated as of December 24, 2013.

In the Gartner Reports, the market and industry data presented is based on end-user spending and represents calendar year data.

Unless otherwise indicated, in this prospectus, companies in the North American IT market are divided into four categories. These categories are those used by Gartner, and are based on the size of the company. SOHO (Small Office/Home Office) companies are characterized by one-nine employees. Small businesses are characterized by 10-99 employees and less than $50 million in revenue. Midsize, or middle market, companies are characterized by 100-1,000 employees and $50 million to $1 billion in revenue. Large, or enterprise, companies are characterized by over 1,000 employees and more than $1 billion in revenue.

Unless otherwise indicated, in this prospectus, spend in the North American IT market is divided into five categories:

• The “Data Center Systems / Network” category includes servers, external controller-based storage, enterprise network equipment and unified communications;

• The “Devices” category includes PCs, tablets, phones and printers;

• The “Software” category includes enterprise application software (enterprise resource planning (“ERP”), human resources (“HR”), collaborative, client relationship management (“CRM”) and engineering software) and infrastructure software (application development, information management, enterprise system management, security system software and operating systems);

• The “IT Services” category includes business IT services (consulting, implementation, IT outsourcing and “business process outsourcing”) and IT product support (software support and hardware support); and

• The “Communications Services” category includes enterprise fixed and mobile services (wide area network (“WAN”), core network, voice services, mobile data services, etc.) and consumer fixed and mobile services (fixed-line voice services, broadband, mobile access and traffic fees, etc.).

PROSPECTUS SUMMARY

Company Overview

*        *        *         *        *        *

Our strategic focus on the middle market and high-growth solutions areas has enabled us to achieve 11% annualized growth in our revenue from our fiscal year ended June 30, 2012 to our fiscal year ended June 30, 2016.

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Over the same period, we have significantly outpaced the overall IT market growth rate, according to Gartner. We believe that we are well positioned for continued success as IT becomes more transformative and complex, driving demand for our solutions.

*        *        *         *        *        *

Market overview

We operate in the large and growing North American IT market. According to Gartner, the overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. Our primary focus is on the attractive middle market of the overall North American IT market, which, according to Gartner, is projected to grow from $226 billion in 2015 to $293 billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. Industry dynamics continue to favor services-led solutions providers, as businesses increasingly rely on us to advise them on complex IT projects, enabling them to better focus on their core capabilities and enhance productivity.

While we primarily focus our operations on the U.S. middle market, we have generated sales in and have operations in Canada, the only other country included in Gartner’s North American IT market measurements. Our total sales outside the United States represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, and the growth rates of the overall North American IT market and the IT Services sub-market generally indicate a growing market for our business.

We believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. These trends reflect expanding IT complexity that organizations must manage to remain competitive; however, many middle-market companies lack the resources to design, integrate and manage full life cycle solutions across multiple technology silos to capitalize on these new technologies. A recent survey by Gartner² predicted that the four biggest drivers of increased IT budget spend would be in the areas of analytics, infrastructure and datacenter, security and cloud, all of which are areas addressed by our core solutions.

¹  See Gartner note (1) in the section titled “Market, Industry and Other Data.”

²  See Gartner note (2) in the section titled “Market, Industry and Other Data.”

3

Because of our strategic focus on high-growth solutions areas, our North American TAM is expected to grow at a 12% CAGR from $189 billion in 2015 to $328 billion in 2020, according to Gartner and management estimates.³

Specific components of our TAM are as follows:

Digital infrastructure solutions: Gartner estimates that our addressable enterprise-class infrastructure market was $160 billion in 2015 and is projected to grow at a 10% CAGR through 2020. Gartner defines infrastructure solutions as infrastructure services, network services, data center hardware and software, data center outsourcing, enterprise network outsourcing, data center systems support and network systems support, as well as IoT implementation, operations and consulting. Gartner defines enterprise-class as “the ability of a given tool or product to handle complex processes or services.” We believe key emerging trends driving this growth include increased infrastructure requirements for cloud (public, private and multi) usage including integration of SaaS applications into environments, low-latency requirements, SDN, IoT-connected devices and data management strategies supporting data analytics. We enable businesses to capitalize on these emerging trends by designing and deploying new solutions and by refreshing and replacing their inflexible or under-provisioned existing networks and infrastructure.

Cloud solutions: Over the past several years, the SaaS, PaaS and IaaS markets have provided a viable complement to traditional on premise, enterprise-class infrastructure solutions. Clients are deploying multi-cloud solutions that drive increased demand for private clouds, networking, storage and virtualization, as well as public-cloud integration. Gartner estimates that the North American cloud infrastructure opportunity was approximately $10 billion in 2015 and is projected to grow at a CAGR of more than 35% through 2020. Gartner defines cloud solutions as cloud computing services.

Security solutions: The information security market has been driven by an increase in threats and targeted attacks over the last several years. This is due to the substantial increase in sophistication of attacks (including organized crime and state-sponsored entities) and client adoption of new technologies such as cloud computing and IoT that have created new security exposures for businesses. Security attacks have affected nearly every organization, making security a top priority for senior management teams and boards of directors. Despite years of effort and an estimated tens of billions of dollars spent annually,⁴ we believe that most organizations are still not sufficiently protected against cyberattacks. Additionally, heightened sensitivity around data security has introduced new regulation and contractual requirements in a number of the industries we serve. According to Gartner and management estimates, the North American security market was $19 billion in 2015, with a projected CAGR of more than 10% through 2020.⁵ Gartner defines security solutions as consulting, hardware support, implementation and IT outsourcing.

³  See Gartner note (3) in the section titled “Market, Industry and Other Data.”

⁴  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

⁵  See Gartner note (4) in the section titled “Market, Industry and Other Data.”

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We believe that we are well positioned within the fragmented North American IT Services market—where no individual company has over 5% market share, according to Gartner.⁶ We have become a trusted advisor to our middle-market clients by providing enterprise-class, vendor-agnostic and end-to-end solutions through our national team of engineers and strong local relationships. We believe that our value proposition will allow us to take market share because local and regional service providers lack our scale, technology expertise and end-to-end solution capabilities and the larger national and global firms do not have the focus, local relationships and organizational structure to provide solutions to the middle market.

Our Solutions

We consider ourselves to be a leading provider of end-to-end and innovative IT solutions across our three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Due to the accelerated growth and adoption of cloud and security solutions, as seen in Gartner’s projected growth in our total addressable markets, we expect Cloud and Security to continue to drive a mix shift in our revenue base over time.

*        *        *         *        *        *

Cloud solutions: … A recent survey by Gartner⁷ indicated that 71% of organizations currently deploy or plan to deploy cloud services by the end of 2017.

*         *        *        *        *        *

Our History

Since our founding in 2004, the hallmarks of our culture have centered around client service and collaboration. Our business model has been defined by delivering engineering- and services-led solutions using a cost-effective, localized model that leverages a powerful OEM vendor ecosystem. This formula has driven our internal organic growth while at the same time setting the criteria for identifying acquisition opportunities. From our 2012 fiscal year to our 2016 fiscal year, we have grown our revenue from $1.76 billion to $2.71 billion, representing an 11% CAGR, which is significantly faster than U.S. IT spending and U.S. real GDP, which have grown at 2.1% and 1.9%, respectively, over the same periods, according to Gartner⁸ and the Bureau of Economic Analysis, respectively.⁹

BUSINESS

Company Overview

*        *        *         *        *        *

Our strategic focus on the middle market and high-growth solutions areas has enabled us to achieve 11% annualized growth in our revenue from our fiscal year ended June 30, 2012 to our fiscal year ended June 30, 2016. Over the same period, we have significantly outpaced the overall IT market growth rate, according to Gartner. We believe that we are well positioned for continued success as IT becomes more transformative and complex, driving demand for our solutions.

*        *        *         *        *        *

⁶  See Gartner note (5) in the section titled “Market, Industry and Other Data.”

⁷  See Gartner note (6) in the section titled “Market, Industry and Other Data.”

⁸  See Gartner note (7) in the section titled “Market, Industry and Other Data.”

⁹  Source: Bureau of Economic Analysis—U.S. Department of Commerce, “NIPA Tables.”

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Market overview

We operate in the large and growing North American IT market. According to Gartner, the overall North American IT market is expected to grow to $1.3 trillion by 2020, representing a 2.6% CAGR from 2015, and the IT Services sub-market is expected to grow by 5.3% over the same period, to $497 billion. Our primary focus is on the attractive middle market of the overall North American IT market, which, according to Gartner, is projected to grow from $226 billion in 2015 to $293 billion in 2020, representing a 5.3% CAGR. The middle market is one of the fastest growing segments of the overall North American IT market in part because its companies often employ smaller internal IT teams that do not have the broad expertise required to keep pace with increasingly complex IT environments and constant technology changes. Industry dynamics continue to favor services-led solutions providers, as businesses increasingly rely on us to advise them on complex IT projects, enabling them to better focus on their core capabilities and enhance productivity.

While we primarily focus our operations on the U.S. middle market, we have generated sales in and have operations in Canada, the only other country included in Gartner’s North American IT market measurements. Our total sales outside the United States represented approximately 2% of our total revenue for each of the fiscal years ended June 30, 2016, June 30, 2015, and June 30, 2014, and the growth rates of the overall North American IT market and the IT Services sub-market generally indicate a growing market for our business.

We believe that growth in IT spending will continue to be driven by the adoption of new technologies and market-related trends in cloud, security and IoT and the desire to integrate people, process and technology into digital business models. These trends reflect expanding IT complexity that organizations must manage to remain competitive; however, many middle-market companies lack the resources to design, integrate and manage full life cycle solutions across multiple technology silos to capitalize on these new technologies. A recent survey by Gartner¹¹ predicted that the four biggest drivers of increased IT budget spend would be in the areas of analytics, infrastructure and datacenter, security and cloud, all of which are areas addressed by our core solutions.

Because of our strategic focus on high-growth solutions areas, our North American TAM is expected to grow at a 12% CAGR from $189 billion in 2015 to $328 billion in 2020, according to Gartner and management estimates.¹²

¹⁰ See Gartner note (1) in the section titled “Market, Industry and Other Data.”

¹¹ See Gartner note (2) in the section titled “Market, Industry and Other Data.”

¹² See Gartner note (3) in the section titled “Market, Industry and Other Data.”

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Specific components of our TAM are as follows:

Digital infrastructure solutions: Gartner estimates that our addressable enterprise-class infrastructure market was $160 billion in 2015 and is projected to grow at a 10% CAGR through 2020. Gartner defines infrastructure solutions as infrastructure services, network services, data center hardware and software, data center outsourcing, enterprise network outsourcing, data center systems support and network systems support, as well as IoT implementation, operations and consulting. Gartner defines enterprise-class as “the ability of a given tool or product to handle complex processes or services.” We believe key emerging trends driving this growth include increased infrastructure requirements for cloud (public, private and multi) usage including integration of SaaS applications into environments, low-latency requirements, SDN, IoT-connected devices and data management strategies supporting data analytics. We enable businesses to capitalize on these emerging trends by designing and deploying new solutions and by refreshing and replacing their inflexible or under-provisioned existing networks and infrastructure.

Cloud solutions: Over the past several years, the SaaS, PaaS and IaaS markets have provided a viable complement to traditional on premise, enterprise-class infrastructure solutions. Clients are deploying multi-cloud solutions that drive increased demand for private clouds, networking, storage and virtualization, as well as public-cloud integration. Gartner estimates that the North American cloud infrastructure opportunity was approximately $10 billion in 2015 and is projected to grow at a CAGR of more than 35% through 2020. Gartner defines cloud solutions as cloud computing services.

Security solutions: The information security market has been driven by an increase in threats and targeted attacks over the last several years. This is due to the substantial increase in sophistication of attacks (including organized crime and state-sponsored entities) and client adoption of new technologies such as cloud computing and IoT that have created new security exposures for businesses. Security attacks have affected nearly every organization, making security a top priority for senior management teams and boards of directors. Despite years of effort and an estimated tens of billions of dollars spent annually,¹³ we believe that most organizations are still not sufficiently protected against cyberattacks. Additionally, heightened sensitivity around data security has introduced new regulation and contractual requirements in a number of the industries we serve. According to Gartner and management estimates, the North American security market was $19 billion in 2015, with a projected CAGR of more than 10% through 2020.¹⁴ Gartner defines security solutions as consulting, hardware support, implementation and IT outsourcing.

We believe that we are well positioned within the fragmented North American IT Services market—where no individual company has over 5% market share, according to Gartner.¹⁵ We have become a trusted advisor to our middle-market clients by providing enterprise-class, vendor-agnostic and end-to-end solutions through our national

¹³ See Gartner note (4) in the section titled “Market, Industry and Other Data.”

¹⁴ See Gartner note (4) in the section titled “Market, Industry and Other Data.”

¹⁵ See Gartner note (5) in the section titled “Market, Industry and Other Data.”

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team of engineers and strong local relationships. We believe that our value proposition will allow us to take market share because local and regional service providers lack our scale, technology expertise and end-to-end solution capabilities and the larger national and global firms do not have the focus, local relationships and organizational structure to provide solutions to the middle market.

Our Solutions

We consider ourselves to be a leading provider of end-to-end and innovative IT solutions across our three solution areas: (i) Digital Infrastructure, (ii) Cloud and (iii) Security. Due to the accelerated growth and adoption of cloud and security solutions, as seen in Gartner’s projected growth in our total addressable markets, we expect Cloud and Security to continue to drive a mix shift in our revenue base over time.

*        *        *         *        *        *

Cloud solutions: … A recent survey by Gartner¹⁶ indicated that 71% of organizations currently deploy or plan to deploy cloud services by the end of 2017.

*        *        *         *        *        *

Our History

Since our founding in 2004, the hallmarks of our culture have centered around client service and collaboration. Our business model has been defined by delivering engineering- and services-led solutions using a cost-effective, localized model that leverages a powerful OEM vendor ecosystem. This formula has driven our internal organic growth while at the same time setting the criteria for identifying acquisition opportunities. From our 2012 fiscal year to our 2016 fiscal year, we have grown our revenue from $1.76 billion to $2.71 billion, representing an 11% CAGR, which is significantly faster than U.S. IT spending and U.S. real GDP, which have grown at 2.1% and 1.9%, respectively, over the same periods, according to Gartner¹⁷ and the Bureau of Economic Analysis, respectively.¹⁸

EXPERTS

*        *        *         *        *        *

Certain statistical and market data contained herein have been derived from and included herein in reliance upon, the market research report prepared by Gartner, Inc., an independent provider of research and analysis on the global IT industry, commissioned by the Company and issued on May 10, 2016 and upon the authority of said firm as experts with respect to the matters covered by its report.

Index to Exhibits

*        *        *         *        *        *

23.3 Consent of Gartner, Inc.

* To be filed by amendment.

¹⁶  See Gartner note (6) in the section titled “Market, Industry and Other Data.”

¹⁷  See Gartner note (7) in the section titled “Market, Industry and Other Data.”

¹⁸  Source: Bureau of Economic Analysis—U.S. Department of Commerce, “NIPA Tables.”

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CORRESP

WACHTELL, LIPTON, ROSEN & KATZ

MARTIN LIPTON HERBERT M. WACHTELL PAUL VIZCARRONDO, JR. PETER C. HEIN HAROLD S. NOVIKOFF THEODORE N. MIRVIS EDWARD D. HERLIHY DANIEL A. NEFF ANDREW R. BROWNSTEIN PAUL K. ROWE MARC WOLINSKY DAVID GRUENSTEIN STEVEN A. ROSENBLUM JOHN F. SAVARESE SCOTT K. CHARLES JODI J. SCHWARTZ ADAM O. EMMERICH GEORGE T. CONWAY III RALPH M. LEVENE RICHARD G. MASON MICHAEL J. SEGAL	DAVID M. SILK ROBIN PANOVKA DAVID A. KATZ ILENE KNABLE GOTTS JEFFREY M. WINTNER TREVOR S. NORWITZ BEN M. GERMANA ANDREW J. NUSSBAUM RACHELLE SILVERBERG STEVEN A. COHEN DEBORAH L. PAUL DAVID C. KARP RICHARD K. KIM JOSHUA R. CAMMAKER MARK GORDON JOSEPH D. LARSON LAWRENCE S. MAKOW JEANNEMARIE O’BRIEN WAYNE M. CARLIN STEPHEN R. DiPRIMA NICHOLAS G. DEMMO	51 WEST 52ND STREET NEW YORK, N.Y. 10019-6150 TELEPHONE: (212) 403 -1000 FACSIMILE: (212) 403 -2000 __________ GEORGE A. KATZ (1965-1989) JAMES H. FOGELSON (1967-1991) LEONARD M. ROSEN (1965-2014) __________ OF COUNSEL		IGOR KIRMAN JONATHAN M. MOSES T. EIKO STANGE DAVID A. SCHWARTZ JOHN F. LYNCH WILLIAM SAVITT ERIC M. ROSOF MARTIN J.E. ARMS GREGORY E. OSTLING DAVID B. ANDERS ANDREA K. WAHLQUIST ADAM J. SHAPIRO NELSON O. FITTS JOSHUA M. HOLMES DAVID E. SHAPIRO DAMIAN G. DIDDEN IAN BOCZKO MATTHEW M. GUEST DAVID E. KAHAN DAVID K. LAM BENJAMIN M. ROTH	JOSHUA A. FELTMAN ELAINE P. GOLIN EMIL A. KLEINHAUS KARESSA L. CAIN RONALD C. CHEN GORDON S. MOODIE DONGJU SONG BRADLEY R. WILSON GRAHAM W. MELI GREGORY E. PESSIN CARRIE M. REILLY MARK F. VEBLEN VICTOR GOLDFELD EDWARD J. LEE BRANDON C. PRICE KEVIN S. SCHWARTZ MICHAEL S. BENN SABASTIAN V. NILES ALISON ZIESKE PREISS
		WILLIAM T. ALLEN MICHAEL H. BYOWITZ PETER C. CANELLOS DAVID M. EINHORN KENNETH B. FORREST THEODORE GEWERTZ RICHARD D. KATCHER MEYER G. KOPLOW DOUGLAS K. MAYER ROBERT B. MAZUR MARSHALL L. MILLER PHILIP MINDLIN ROBERT M. MORGENTHAU DAVID M.MURPHY	DAVID S. NEILL BERNARD W. NUSSBAUM LAWRENCE B. PEDOWITZ ERIC S. ROBINSON PATRICIA A. ROBINSON* ERIC M. ROTH MICHAEL W. SCHWARTZ STEPHANIE J. SELIGMAN ELLIOTT V. STEIN WARREN R. STERN PATRICIA A. VLAHAKIS ANTE VUCIC AMY R. WOLF
		* ADMITTED IN THE DISTRICT OF COLUMBIA __________ COUNSEL
		DAVID M. ADLERSTEIN AMANDA K. ALLEXON LOUIS J. BARASH FRANCO CASTELLI DIANNA CHEN ANDREW J.H. CHEUNG PAMELA EHRENKRANZ UMUT ERGUN KATHRYN GETTLES-ATWA	ADAM M. GOGOLAK PAULA N. GORDON NANCY B. GREENBAUM MARK A. KOENIG LAUREN M. KOFKE J. AUSTIN LYONS ALICIA C. McCARTHY S. CHRISTOPHER SZCZERBAN JEFFREY A. WATIKER

December 27, 2016

VIA EDGAR

Barbara C. Jacobs

Assistant Director

Office of Information

Technologies and Services

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re: Presidio, Inc.

Registration Statement on Form S-1

Filed November 22, 2016

File No. 333-214755

Dear Ms. Jacobs:

On behalf of Presidio, Inc. (“Presidio” or the “Company”), and in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and

Exchange Commission (the “Commission”) to the Company’s Registration Statement on Form S-1 filed with the Commission on November 22, 2016 (the “Registration Statement”), contained in your letter dated December 19, 2016 (the “Comment Letter”), we submit this letter containing the Company’s responses to the Comment Letter. In connection with this letter, the Company is filing an amendment to the Registration Statement (“Amendment No. 1”) on the date hereof.

The responses set forth in this letter are numbered to correspond to the numbered comments in the Comment Letter. For your convenience, we have set out the text in bold of the comments from the Comment Letter followed by the Company’s responses. Page numbers referenced in the responses refer to page numbers in Amendment No. 1 unless otherwise noted.

Prospectus Cover Page

1. Please revise the cover page to disclose the percentage ownership that Apollo Global Management expects to hold after completion of the offering.

Response: In response to the Staff’s comment, the Company has revised the cover page to disclose the percentage ownership that Apollo Global Management expects to hold after completion of the offering.

2. Please consider disclosing that proceeds of the offering will be used to repay outstanding indebtedness, including your Subordinated Notes that affiliates of Apollo have a 100% economic interest in pursuant to derivative arrangements.

Response: In response to the Staff’s comment, the Company has revised the cover page to add additional details on how the proceeds of the offering will be used to repay outstanding indebtedness. To the extent that the proceeds of the offering will be used to repay the Subordinated Notes, the Company respectfully advises the Staff that it will further revise the cover page in a subsequent amendment to note that affiliates of Apollo have a 100% economic interest in the Subordinated Notes pursuant to derivative arrangements.

Prospectus Summary

Company Overview, page 1

3. In the first full paragraph on page 3, you compare your growth rate to that of the overall IT market. Please clarify why a comparison of your growth rate to the overall market is appropriate when you specialize in the middle market predominantly within North America.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 2 and 133.

2

Market Overview, page 2

4. Please tell us whether the Satmetrics and Gartner data was prepared for you. To the extent that it was, please disclose this fact.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that (1) the Gartner data was prepared for the Company and (2) the Satmetrix data was not prepared for the Company. The Company has revised its disclosure on pages 9 and 141 to source the information formerly sourced to Satmetrix to Temkin Group, which is, as of the date hereof, the publicly available source for the Tech Vendor NPS Benchmark, 2016 (B2B) included in Amendment No. 1. The Company respectfully advises the Staff that the Temkin Group data was not prepared for the Company. The Company has revised its disclosure on page iv to note that the Gartner data was prepared for the Company.

5. In the first full paragraph on page 3 and elsewhere in your prospectus you state that certain data was based on both third-party and management estimates. Please clarify, where appropriate, the methodology used in your management estimates and how you combined these estimates with those of third-parties to present a single result.

Response: In response to the Staff’s comment, the Company has revised its disclosure on page iii to disclose additional information with respect to management’s contribution to the methodology used to calculate the total addressable market amounts.

Summary Historical And Pro Forma Financial Information, page 17

6. We note that you have “combined” predecessor and successor financial information to create the fiscal year ended June 30, 2015 column in the tables on pages 18 through 21 even though the period is not the most recent year end. Please revise the presentation of this period to separately reflect predecessor and successor periods.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 17 through 22 to separately reflect predecessor and successor periods.

7. Explain why the “Other cost” adjustment included in your Non-GAAP measurement is appropriate given that these some costs have occurred in each period presented and might represent normal operating expenses. Refer to Question 100.01 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016 (“the updated C&DI’s”).

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it has considered Question 100.01 of the Compliance and Disclosure Interpretations issued on May 17, 2016 along with rule 100(b) of Regulation G with respect to the “Other cost” adjustments in the calculation of its non-GAAP measures, specifically Adjusted EBITDA and Adjusted Net Income. The Company specifically considered whether the items presented were normal and recurring cash operating expenses. In addition, the Company considered Question 102.03 of the Compliance and Disclosure Interpretations issued on May 17, 2016 that states, “The fact that a registrant cannot describe a charge or gain as non-recurring, infrequent or unusual,

3

however, does not mean that the registrant cannot adjust for that charge or gain. Registrants can make adjustments they believe are appropriate, subject to Regulation G and the other requirements of Item 10(e) of Regulation S-K. See Question 100.01.” The Company has refrained from identifying certain adjustments as non-recurring pursuant to Question 102.03.

The Company respectfully advises the Staff that the expenses associated with payments to its former sponsor for advisory and consulting services included in the “Other cost” adjustments were recognized in Predecessor periods pursuant to an agreement with its former sponsor and do not represent normal expenses of the Company as the Successor periods do not include similar charges.

The Company respectfully advises the Staff that expenses for certain acquisition-related integration and related costs included in the “Other cost” adjustments do not represent normal expenses of the Company as they resulted from specific reorganization activities of the Predecessor company that are not continuing activities of the Successor.

The Company respectfully advises the Staff that expenses associated with the integration of previously acquired managed services platforms into one system included in the “Other cost” adjustments do not represent normal expenses of the Company as these expenses reflect costs incurred by the Company solely in connection with the transition of managed services customers from four separate legacy platforms to one common system. The transition to a single system did not occur at one time, but rather over the course of multiple periods in accordance with customer requirements and such expenses are not reflective of the costs associated with the Company’s normal current managed services business.

The Company respectfully advises the Staff that expenses related to unusual office start-up development costs included in the “Other cost” adjustments represent expenses that are atypical of its normal operations. The Company will typically expand its operations into new geographies without a physical presence (i.e., leased office location) and without specific personnel in the new location. As the business activity expands, the Company will open a local office and begin hiring new engineering and sales resources. This adjustment for unusual office start-up development costs relates to specific locations where the Company opened an office location and hired resources in an accelerated manner, resulting in losses incurred by the Company.

The Company respectfully advises the Staff that expenses related to unusual legal expenses included in the “Other cost” adjustments relate to unusual litigation involving the Company. As with most organizations, the Company is involved in litigation matters in its normal operations and expenses that are incurred related to these matters are included as charges to income and are not adjusted to determine the non-GAAP measures presented in the Registration Statement. The matters identified as unusual include a significant litigation matter involving a competitor that inappropriately acquired trade secrets of the Company from a former employee, a

4

significant litigation related to a non-compete agreement involving a new employee, litigation related to the Company’s now disposed Atlantix business involving a vendor partner that is no longer a vendor partner of the Company and significant expenses attributable to discovery and related activities in connection with two subpoenas from the federal government.

The Company respectfully advises the Staff that costs incurred in the development of new cloud service offerings included in the “Other cost” adjustments relate to research and development activities associated with the ramp-up of its cloud business to meet the needs of the Company’s customers. The expenses included in the adjustment reflect costs that are not attributable to revenue-producing services being developed to meet clients’ growing cloud-enablement needs. Accordingly, these expenses are not representative of normal costs in the Company’s business.

Due to the nature of the foregoing expenses, the Company concluded that they should be excluded from its non-GAAP measures since such charges could be viewed by its stakeholders as indicative of the Company’s ongoing business. The Company does not consider these items to be normal and recurring, and notes that normal and recurring items have not been adjusted from results.

8. Please consider providing pro forma earnings per share here and in your financial statements.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Registration Statement includes a placeholder for the disclosure of pro forma earnings (loss) per share on page 18 of the Registration Statement. The Company further respectfully advises the Staff that the Registration Statement includes a placeholder for pro forma earnings per share data in the Unaudited Pro Forma Condensed Consolidated Statement of Operations, on pages 63 and 64 of the Registration Statement, including an explanation of the methodology used to calculate the pro forma earnings per share data in footnotes 1(i) and 1(m) on pages 66 and 67 of Amendment No. 1.

Risk Factors

Our solutions business depends on our vendor partner…, page 23

9. We note that while you have no long-term contract arrangement with Cisco, it provided up to 67% of your purchases from manufacturers. Please tell us whether you have other types of agreements with Cisco and is if so, how you considered Item 601(b)(10)(ii)(B) of Regulation S-K with regard to these agreements.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company is party to a Systems Integrator Agreement, dated as of May 14, 2002 (as amended from time to time, the “SIA”) with Cisco. The SIA was made in the ordinary course of business, but is a contract that is material to the Company’s business. The SIA, as amended and extended, is a continuing contract to purchase the major part of the Company’s requirements of

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goods and services upon which the Company’s business depends to a material extent. The Company therefore will file the SIA as Exhibit 10.11 to the Registration Statement. Concurrently with the filing of Amendment No. 1, the Company has filed a request for confidential treatment with respect to certain portions of Exhibit 10.11.

The Company further respectfully advises the Staff that, while it has additional contracts with Cisco (the “Additional Contracts”), none of the Additional Contracts are material contracts requiring disclosure pursuant to Regulation S-K. The Additional Contracts include agreements for certain ancillary matters between the Company and Cisco, which, while related to the broader economic relationship governed by the SIA, are not material pursuant to Item 601 of Regulation S-K. Additional Contracts include agreements governing rewards and incentives for certain limited aspects of the Company’s performance under the SIA, for certain ancillary licensing matters related to the SIA and for network access to the Cisco network for the Company’s employees. The Company entered into all of the Additional Contracts in the ordinary course of the Company’s business. The Company believes that none of the Additional Contracts qualifies as a material contract required to be disclosed pursuant to the exceptions of Item 601(a)(10) of Regulation S-K because the Additional Contracts are not contracts to sell or purchase a major part of its products or services, and they do not involve any of the related parties listed in Item 601(a)(10)(ii)(A) of Regulation S-K. Furthermore, the Additional Contracts do not involve the acquisition or sale of any property, plant or equipment and do not include any lease of property or any compensatory plan or arrangement. The Company therefore respectfully advises the Staff that it does not intend to file any of the Additional Contracts in connection with the Registration Statement.

Apollo and its affiliates will continue to have control over us…, page 34

10. Please disclose the number of director nominees that the Apollo Funds will be able to designate if they hold at least 10% but less than 20% of your outstanding common stock.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 34 and 167 to add a placeholder for the number of nominees that Apollo Funds will be able to designate if they hold at least 10% but less than 20% of the Company’s outstanding common stock.

Use of Proceeds, page 47

11. You disclose that you plan to use the proceeds of this offering to repay indebtedness. Please disclose the interest rate and maturity of the debt that you intend to repay and discuss the use of proceeds of that debt, if applicable. Refer to Instruction 2 in Item 504 of Regulation S-K.

Response: In response to the Staff’s comment, the Company has revised the Use of Proceeds section on page 47 to add additional details on how the use of proceeds will be used to repay the outstanding indebtedness.

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Management’s Discussion and Analysis of Financial Condition and Results of Operations

Factors Affecting Our Operating Performance, page 68

12. You mention in the first sentence on page 69 that your financial results may be affected by seasonality due to budget cycles of your clients. We also note the last risk factor on page 31. Please disclose the extent of the seasonality, including how it affects your quarterly results.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 32 and 70 to disclose the extent of the seasonality, including how it affects the Company’s quarterly results.

Key Metrics, page 71

13. Revise to include Net Income (Loss) amounts above the Non-GAAP measures to give the GAAP basis measure a greater or equal prominence. We refer you to Question 102.10 of the updated Compliance and Disclosure Interpretations issued on May 17, 2016.

Response: In response to the Staff’s comment, the Company has revised its disclosure on Key Business Metrics on page 73 to include Net Income (Loss) amounts above the Non-GAAP measures to give the GAAP basis measure a greater prominence.

Three Months Ended September 30, 2016 Compared to the Three Months Ended September 30, 2015, page 78

14. Consider quantifying the effects on revenue growth from the Netech acquisition here and for the fiscal year ended June 30, 2016.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that the Company begins integrating an acquired business into its existing organization immediately after completing the acquisition. This integration includes, among other things, enhancing the acquired entity’s revenue opportunities through its existing relationships with vendor partners, deploying the Company’s diverse services offerings and providing the acquired entity with access to other technological capabilities. In addition, there are situations in which the acquired entity has common customers with the Company, and transactions that occur subsequent to the acquisition may not be allocable between the Company’s legacy business and the acquired entity. Accordingly, the Company respectfully advises the Staff that it is unable to quantify the effects on revenue growth that are attributable to the Netech acquisition.

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15. Please consider quantifying the increase in the factors noted in the growth of operating expenses. Refer to Item 303(a)(3)(iii) of Regulation S-K and Section III.D of SEC Release No. 33-6835.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 94 and 95 to expand the disclosure regarding the growth of operating expenses for the three months ended September 30, 2016 compared to the three months ended September 30, 2015.

Successor Fiscal Year Ended June 30, 2016, page 84

16. We note your disclosure of financial results on pages 84 through 96 outline the results in each respective period, but do not compare trends or movements in line items period over period. Your discussion of results of operations should include a discussion of results of operations comparing fiscal year to fiscal year on a historical basis in accordance with Item 303 of Regulation S-K. As such, please expand your disclosures to compare the respective periods to the successor period from November 20, 2014 to June 30, 2015 and the predecessor period from July 1, 2014 to February 1, 2015.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 87 through 96 in order to compare (1) the fiscal year ended June 30, 2016 to each of the Successor (as defined in the Registration Statement) period from November 20, 2014 to June 30, 2015 and the Predecessor (as defined in the Registration Statement) period from July 1, 2014 to February 1, 2015 and (2) each of the Successor period from November 20, 2014 to June 30, 2015 and the Predecessor period from July 1, 2014 to February 1, 2015 to the fiscal year ended June 30, 2014.

Supplemental Management’s Discussion and Analysis of Financial Condition and Results of Operations (“Supplemental MD&A”)

Supplemental Results of Operations – Combined Fiscal Year Ended June 30, 2015, page 97

17. Your discussion of fiscal year ended June 30, 2016 compared to combined fiscal year ended June 30, 2015 and combined fiscal year ended June 30, 2015 compared to fiscal year ended June 30, 2014 appears to combine your successor and predecessor periods for fiscal year ended June 30, 2015 (i.e., Full Year). Tell us why you believe it is appropriate to merely combine information for the pre-and post-transaction periods without reflecting all relevant pro forma adjustments required by Article 11 of Regulation S-X. Consider revising your discussion of results of operations to discuss the fiscal year ended June 30, 2015 on a pro forma basis instead of on a combined basis. We refer you to Article 11 of Regulation S-X.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 96 through 111 in order to discuss its pro forma fiscal year ended June 30, 2015 pursuant to Article 11 of Regulation S-X. The Company’s revised disclosure sets forth the results of operations for the Successor fiscal year ended June 30, 2016 and the Predecessor fiscal year ended June 30, 2014 compared to each of the separately presented Predecessor period from July 1, 2014 to February 1, 2015 and Successor period from November 20, 2014 to June 30, 2015. The Company has also

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included, in response to the Staff’s comment, supplemental disclosure by comparing its historical periods to the pro forma fiscal year ended June 30, 2015, which represents the results of the Company for the fiscal year ended June 30, 2015 as if the Presidio Acquisition had occurred on July 1, 2014.

Fiscal Year Ended June 30, 2016 Compared to Combined Fiscal Year Ended June 30, 2015, page 99

18. Please clarify on page 102 whether the growth in professional services business that resulted from “increased complexity of solutions sold to [y]our customers” was due to an increase in prices or volume. Provide comparable disclosure for the last paragraph on page 109. In addition, in the second to last paragraph on page 109 where you indicate that the increase in sales revenue was partly attributable to increases in third-party attach rates on new hardware sales, you should quantify the extent to which increases in sales were attributable to increases in prices and volume. Refer to Item 303(a)(3)(iii) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 100 and 107 to provide more information regarding the impact of prices or volume in relation to changes in revenue.

Historical Sources and Uses of Cash

Operating Activities, page 114

19. We note that your discussion of cash flows from operating activities is essentially a recitation of the reconciling items identified on the face of the statement of cash flows. This does not appear to contribute substantively to an understanding of your cash flows. Rather, it repeats items that are readily determinable from the financial statements. When preparing the discussion and analysis of operating cash flows, you should address material changes in the underlying drivers that affect these cash flows. These disclosures should also include a discussion of the underlying reasons for changes in working capital items that affect operating cash flows. Please tell us how you considered the guidance in Section IV.B.1 of SEC Release 33-8350.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 112 and 113 to provide a more thorough discussion of cash flows from operating activities. The Company respectfully refers the Staff to the opening paragraph under the heading Operating Activities on page 112 that contains information to provide a general understanding of how the Company generates cash flow from operating activities. The Company has added additional disclosure to each of the periods presented to provide more specific information about the impact of working capital changes on cash flows from operating activities.

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Business, page 133

20. In risk factors, you disclose a backlog of about $573 million for the period ending September 30, 2016. Please provide the disclosure required by Item 101(c)(1)(viii) of Regulation S-K, which includes the amount of firm backlog orders for that period and for the same date in the preceding fiscal year.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 31 and 132 to present the amount of backlog orders believed to be firm that are unfulfilled as of September 30, 2016 and September 30, 2015.

21. It appears from risk factors that a significant portion of your business is derived from IT services provided to government agencies. Please disclose the portion of this revenue that may be renegotiated or terminated at the election of the Government. Refer to Item 101(c)(1)(ix) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 145 to disclose the portion of this revenue that may be renegotiated or terminated at the election of the Government.

22. Please provide a discussion of the material terms of the Systems Integrator Agreement with Cisco Systems.

Response: In response to the Staff’s comment, the Company has revised its disclosure on page 24 to disclose the material terms of the SIA.

Company Overview, page 133

23. While only 2% of your revenues are derived from non-US sales, you refer to Presidio as the leading provider of IT solutions to the middle market in North America. Please describe the development and current state of your business in countries within North America other than the United States.

Response: In response to the Staff’s comment, the Company has revised its disclosure on pages 2, 3, 132 and 133 to provide further clarification that the Company operates as a leading provider of IT solutions in the middle market of North America. The additional disclosure provides investors with additional context with respect to the Company’s operations as they relate to the North American IT market. The additional disclosure on pages 2, 3 and 132 also provide additional information with respect to the Company’s operations outside the United States, including information with respect to revenue therefrom, to provide context for its disclosure with respect to the North American IT market. The Company has revised its disclosure on page iii to provide further clarification with respect to the scope of the North American IT market, providing further context for the data the Company has disclosed in the Registration Statement with respect to this market.

The Company further notes that, in response to the Company’s inquiry, Gartner informed the Company that Gartner is unable to prepare individualized IoT services and IT Solutions by Business Size forecasts for the more narrow United States geographic market. When qualified with the Company’s more thorough disclosure, however, the Company believes that the Gartner data on the North American IT market provides useful context for an investor analysis of the Company.

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The Company believes that its revisions to the disclosure with respect to the North American IT market, including the additional context disclosed, provide useful information about the Company’s business to investors.    

Certain Relationships and Related Party Transactions, page 157

24. Messrs. Nord and Edson appear to be partners (or principals) of Apollo. Please tell us what consideration you gave to providing the disclosure required under Item 404 of Regulation S-K. Refer to Item 407(e)(4)(i)(C) of Regulation S-K.

Response: The Company respectfully advises the Staff that it believes the revised disclosure under the heading “Certain Relationships and Related Party Transactions” beginning on page 167 includes all disclosure required by Item 404 and Item 407(e)(4)(i)(C) of Regulation S-K.

In addition, the Company has revised its disclosure on pages 167 and 168 to indicate that the Company pays no management fees to Apollo Global Management, LLC or to any of the certain investment funds affiliated with or managed by Apollo, including Apollo Investment Fund VIII, L.P., or their parallel investment funds.

Management Stockholders Agreement, page 157

25. Please file a copy of the Management Stockholders Agreement as an exhibit or tell us why you believe that it is not required to be filed. In addition, please file copies of the employment agreements you mention in the last sentence on page 158.

Response: In response to the Staff’s comment, the Company has added Exhibits 4.6 and 4.7 to the Exhibit Index (the Management Stockholders Agreement and the form of Apollo Stockholders Agreement, respectively), and will file these exhibits with a subsequent amendment to the Registration Statement.

The Company has revised its disclosure on page 158 of the Registration Statement to remove reference to the employment agreements. The Company will file any employment agreements that it has entered into with certain of its executive officers in accordance with the rules and regulations of the SEC.

Notes to Consolidated Financial Statements

Note 1. Nature of Business and Significant Accounting Policies

Revenue Recognition, page F-9

26. Please ensure your multiple-element arrangement disclosure includes each of the items outlined in FASB ASC 605-25-50-2. For example, clarify your disclosure to identify each significant deliverable in the arrangement and whether each of those deliverables qualifies as a separate unit of accounting. In addition, clarify whether the software component is within the scope of FASB ASC 985-605.

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Response: In response to the Staff’s comment, the Company has revised its multiple-element disclosure on pages 123 and F-10 to improve its clarity around the items outlined in FASB ASC 605-25-50-2.

The Company respectfully advises the Staff that it has concluded that the software component of its multiple-element arrangements would not fall within the scope of FASB ASC 985-605 due to the facts that the Company does not sell proprietary software and the Company does not provide hosting services or postcontract customer support (PCS) services or other software-related services on third-party software. The third-party software sold to customers ordinarily is a component of a tangible product, which functions together to deliver the product’s essential functionality or the software is incidental to the products or services as a whole and thus the components are excluded from the scope of FASB ASC 985-605 in accordance with paragraph 15-4.

For software products, such as enterprise licenses, which are within the scope of FASB ASC 985-605, revenue is recognized when (a) there is persuasive evidence of an arrangement, (b) delivery has occurred, (c) the fee is fixed and determinable and (d) collectability is probable in accordance with FASB ASC 985-605-25-3 and as disclosed at the beginning of the Company’s revenue recognition policy. As such, the Company respectfully advises the Staff that it does not consider additional disclosure necessary.

27. Please provide us with your analysis that supports recognizing the sale of hardware and software products on a gross basis is appropriate. We refer you to FASB ASC 605-45-45-1 through 45-23. In this regard, since you are selling third-party products and that on certain occasions your vendors ship inventory directly to your customers, explain why you believe you are the primary obligor in these transactions.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that, in accordance with FASB ASC 605-45-45-1, it is a matter of judgment whether an entity should report revenue on a gross basis because it has earned revenue (as a principal) from the sale of the goods or services or on a net basis because it has earned a commission or fee as an agent based on the facts and circumstances of the transaction. To assist companies with this judgment, FASB ASC 605-45-45 provides eight indicators that support reporting gross revenue and three indicators that support reporting net revenue, none of which should be considered presumptive or determinative and the relative strength of each indicator should be considered.

Based on the above guidance and the Company’s facts and circumstances as assessed below, the Company believes that reporting the sale of third-party products on a gross basis, even when shipped directly from its vendors to its customers, is appropriate. This conclusion is based primarily on the notion that the Company (1) is the primary obligor and is responsible for the provisioning of products and/or services pursuant to orders placed by customers, (2) has “back-end” inventory risk and is responsible to arrange for customer returns with the respective manufacturer or distributor, (3) has latitude in establishing the price with its customers, (4) as part of its design of a solution for its customers has full discretion in supplier selection and (5) has credit risk with respect to its customers as collectability risk has not passed to its vendors or suppliers.

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In accordance with FASB ASC 605-45-45, the following indicators have been considered.

•    The Entity Is the Primary Obligor in the Arrangement – The Company’s sales approach is solution focused with third-party products being a component of that solution. Middle market companies seek out the Company for its technical knowledge and for assistance in the design, implementation and acquisition of technology solutions. Given the nature of the Company’s relationship with its customers, the Company is not only perceived as the primary obligor in the arrangement, but no arrangement exists between the Company’s vendors or manufacturers and its customers. Upon determining an agreeable IT solution with its customers, the Company will procure products from third-party vendors as part of the fulfillment of its contractual obligations to customers. The Company is responsible for returned product and customer satisfaction issues.

•    The Entity Has Latitude in Establishing Price – The Company does not have any pricing restrictions imposed on it by its vendors and manufacturers nor is the Company’s fee fixed as either a dollar amount or percentage. The Company has full latitude in establishing and negotiating its prices for the products and services it sells and can adjust its pricing based on the scope of work, level of effort and comparable market prices in the industry.

•    The Entity Is Involved in the Determination of Product or Service Specifications – The Company’s customers are primarily middle market companies which seek out the Company for its technical knowledge and for assistance in the design, implementation and acquisition of technology. As a trusted solutions provider, customers rely on the Company for guidance in making IT investment decisions. The Company leverages its team of IT architects and engineers to assist its customers in understanding the options available to select the specific products and services that will be incorporated into the technology solution that the Company delivers. The Company’s selection of particular products and services can have a significant impact on the specifications of the solution.

•    The Entity Has Discretion in Supplier Selection – In providing solutions to customers, the Company has discretion in supplier selection. As an integrator of multi-vendor technology solutions, the Company will determine which products and accordingly which vendors to use in its solutions based on an evaluation of the customer needs and product pricing. The Company does have a single manufacturer whose products represent a large portion of the Company’s overall product purchases, however, the Company does not have any purchase commitments or other contractual arrangements that requires the Company to utilize that particular manufacturer in its solutions.

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•    The Entity Changes the Product or Performs Part of the Service – The Company’s arrangements with its customers frequently include implementation services for third-party products that are sold. However, the scope of implementation and other services performed by the Company does not result in changes to the products sold.

•    The Entity Has Credit Risk – The Company has credit risk on its sales to customers for the gross sales price and as a result has a robust credit process that is completed before credit is extended to its customers. The Company’s internal credit team will verify a customer’s credit history and gauges the level of risk involved in extending credit or determining if alternative payment strategies are necessary in order to mitigate the Company’s risk. Incorporated in the Company’s standard terms and conditions is that “Until client shall have satisfied in full all of its payment obligations to Presidio, Presidio retains and client hereby grants to Presidio, a purchase money security interest in all Products sold under this agreement and all proceeds thereof”. Additionally, the Company contracts directly with its vendors and its payments for third-party products and services that are incorporated into customer solutions are not contingent upon collection of its customer’s receivables. As a result, the Company is exposed to and does incur bad debt expense associated with customer accounts.

•    The Entity Has General Inventory Risk – The Company, not its customers, generally orders products directly from third-party vendors after receiving a customer order. Products are generally drop-shipped to customer locations with FOB origin terms. Implementation services are typically performed at customer locations but in certain cases may be performed remotely. The Company does maintain warehouses which are used to store and configure products prior to being shipped to their final location if customer locations are not feasible alternatives. Although this model mitigates the exposure to general inventory risk, the Company is still subject to “back-end” inventory risk in accordance with the Company’s Client Return Material Authorization (RMA) policy. As discussed in Note 1 to its financial statements, the Company maintains a provision for sales returns and a corresponding provision for those products that the Company is able to return to the vendor or manufacturer in accordance with their return policies.

•    The Entity Has Physical Loss Inventory Risk—After Customer Order or During Shipping – Periodically, the Company will accept FOB destination terms in which case it does have physical loss inventory risk while the goods are in transit from the vendor to the customer. However, the vast majority of the Company’s sales to customers are FOB origin. The Company notes that because the amount of risk inherent in taking title during transit is low, physical inventory risk is a weak indicator.

In determining the Company’s revenue reporting policy it considered the application of the guidance contained within FASB ASC 605-45 as described above, and in the judgment of the Company, gross presentation is appropriate.

In addition, as noted within the Registration Statement, the Company is continuing its evaluation of the impact of FASB ASC 606 on its consolidated financial statements. The Company has not yet completed its analysis of the new standard. However, the Company believes the impact of the principal/agent guidance pursuant to FASB ASC 606 could result in changes in its presentation of revenue based on the facts and circumstances of specific transactions. The Company is not yet able to quantify the impact of such changes, but it will continue its evaluation and consider expanding its disclosure regarding FASB ASC 606 in subsequent filings.

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Revenue from leasing arrangements, page F-10

28. Expand your disclosure to clarify how revenue is allocated between the hardware and software elements in your leases. Further disclose how you estimate the minimum lease payments. We refer you to FASB ASC 840-10 and 605-25.

Response: In response to the Staff’s comment, the Company has revised its disclosure to (1) remove the reference to hardware and software in the revenue from leasing arrangements disclosure and (2) enhance the Company’s disclosure on pages 124 and F-11 regarding estimation of minimum lease payments. The Company acknowledges that in reference to FASB ASC 840-10-15-15, “a lease is defined as conveying the right to use property, plant, or equipment (land and/or other depreciable assets)” and that “intangibles such as workforce and licensing agreements . . . are not deemed the subject of a lease for accounting purposes even though those assets may be amortized.”

As discussed in the Company’s response to comment #26, the Company respectfully advises the Staff that it has concluded that the software components of the Company’s multiple-element arrangements generally would not fall within the scope of FASB ASC 985-605 due to the fact that the Company does not sell proprietary software and the Company does not provide hosting services or postcontract customer support (PCS) services or other software-related services on third-party software. Accordingly, it is the Company’s view that the software in its leasing arrangements functions together with the hardware leased to customers to deliver the product’s essential functionality or the software is incidental to the other leased products or services as a whole. Therefore, the Company views FASB ASC 840 as the appropriate guidance to account for leasing arrangements that include hardware and software.

Leasing arrangements that contain software that does not function together with hardware to deliver the product’s essential functionality or software that is deemed to not be incidental, are subject to allocation in accordance with FASB ASC 840-10-15-19 and FASB ASC 605-25-15-3A(b) based on relative selling prices.

Vendor consideration, page F-17

29. Please clarify the aggregate quantitative impact of vendor programs on your results. To the extent that these programs are significant to your results, consider disclosing the amounts recognized in the statement of operations and their related classification for each period presented. We refer you to FASB ASC 605-50-50-1.

Response: In response to the Staff’s comment, the Company has revised its disclosure on page F-17 to disclose the classification of amounts recognized in the statements of operations associated with its vendor programs.

The Company respectfully advises the Staff that it has considered the guidance in FASB ASC 605-50-50-1 and does not believe this guidance is applicable, as the Company represents the customer with respect to receiving consideration from its vendors. As the paragraph heading of FASB ASC 605-50-50-1 indicates, the disclosure requirements were initially issued as part of EITF Issue No. 06-1, Accounting for Consideration Given by a Service Provider to a Manufacturer or Reseller of Equipment Necessary for an End-Customer to Receive Service from the

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Service Provider, to address the diversity regarding if incentives given by a service provider to a third-party manufacturer or reseller that ultimately benefits a service provider’s customer are within the scope of EITF Issue No. 01-9, Accounting for Consideration Given by a Vendor to a Customer (Including a Reseller of the Vendor’s Products).

EITF Issue 01-9 addresses accounting by a vendor for consideration given to a customer. Based on the nature of its vendor programs, the Company believes that the relevant accounting guidance and disclosures are those that were originally issued as part of EITF Issue No. 02-16, Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor, and primarily codified into FASB ASC 605-50-25 paragraphs 10-12, FASB ASC 605-50-45 paragraphs 12-15 and FASB ASC 705-20-25 paragraphs 1-3 and 10-12. In reference particularly to FASB ASC 705, as the customer, the Company is not subject to disclosure requirements within FASB ASC 605-50-50-1.

Index to Exhibits, page II-8

30. You do not appear to include the agreement related to your floor plan facility that you mention in the second paragraph on page 118. Please tell us what consideration you gave to filing this agreement. Refer to Item 601(b)(10) of Regulation S-K.

Response: In response to the Staff’s comment, the Company notes that the floor plan facility mentioned in the second paragraph on page 118 of the Registration Statement is included as Exhibits 10.7 through 10.10 thereto.

31. It does not appear that complete copies of exhibits 10.1 and 23.3 have been filed. Please advise.

Response: In response to the Staff’s comment, the Company has refiled each of Exhibits 10.1 and 23.3 to include all exhibits to each document.

General

32. Please provide us with copies of all written communications, as defined in Rule 405 under the Securities Act, that you or anyone authorized to do so on your behalf, present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

Response: In response to the Staff’s comment, the Company respectfully advises the Staff that it is not an emerging growth company and therefore there are no written communications, as defined in Rule 405 under the Securities Act, that the Company or anyone authorized to do so on the Company’s behalf, has or will present to potential investors in reliance on Section 5(d) of the Securities Act, whether or not they retain copies of the communications.

*    *    *    *    *    *

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We hope that the foregoing, and the revisions to the Registration Statement, have been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please do not hesitate to contact me at (212) 403-1269 or by email at AJNussbaum@wlrk.com or my colleagues Gordon S. Moodie at (212) 403-1180 or by email at GSMoodie@wlrk.com or Marshall P. Shaffer at (212) 403-1368 or by email at MPShaffer@wlrk.com .

Sincerely,

/s/ Andrew J. Nussbaum

Andrew J. Nussbaum, Esq.

cc: Elliot Brecher

Presidio, Inc.

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