Commitment LetterOpen Text Corp • September 13th, 2016 • Services-computer integrated systems design • New York
You (the “Borrower”) have advised Barclays Bank PLC (“Barclays,” the “Commitment Party,” “us” or “we”) that (a) you intend to enter into a Master Acquisition Agreement dated as of September 12, 2016 including the schedules and exhibits thereto (as amended in accordance with the terms of this Commitment Letter and in effect from time to time, the “Acquisition Agreement”) to effect an acquisition (the “Acquisition”) of a line of business (the “Acquired Business”) from a group of companies identified to us as “Echo” (collectively, the “Seller”) and (b) in connection with the consummation of the Acquisition (the date thereof being, the “Closing Date”), you intend to incur a first lien term loan facility in an aggregate principal amount of up to $1,000.0 million (the “Term Facility”). You have further advised us that the proceeds of the Term Facility, together with cash on hand of the Borrower, proceeds from the incurrence of indebtedness under the Borrower’s existing second amended and res
MASTER ACQUISITION AGREEMENT DATED AS OF September 12, 2016 BY AND AMONG EMC CORPORATION, EMC INTERNATIONAL COMPANY, EMC (BENELUX) B.V. AND OPEN TEXT CORPORATIONMaster Acquisition Agreement • September 13th, 2016 • Open Text Corp • Services-computer integrated systems design • New York
THIS MASTER ACQUISITION AGREEMENT (this “Agreement”) is entered into as of September 12, 2016, by and among EMC Corporation, a Massachusetts corporation (“EMC”), EMC International Company, a company organized under the laws of Ireland (“EIC”), EMC (Benelux) B.V., a besloten vennootschap organized under the laws of Netherlands (“EMC Benelux”), and Open Text Corporation, a corporation incorporated under the federal laws of Canada (the “Purchaser”). Certain other capitalized terms used in this Agreement are defined in the appended Exhibit A.
