Exhibit 10.3

CONFIDENTIAL

January 10, 2011

iGate Corporation

6528 Kaiser Drive

Fremont, California 94555

Attention: Mr. Sujit Sircar, Chief Financial Officer

Project Pluto

Commitment Letter

Ladies and Gentlemen:

You have advised Jefferies Finance LLC (“Jefferies Finance”) and Royal Bank of Canada (“Royal Bank”) (the “Commitment Banks”) and Jefferies Finance and RBC Capital Markets¹ (the “Joint Lead Arrangers”; and the Joint Lead Arrangers together with the Commitment Banks, the “Agents”, “we” or “us”) that iGate Corporation (“you” the “Company”) intends to acquire directly or indirectly (the “Acquisition”) approximately 61.9% of the capital stock of a company previously identified to us as “Pluto” (the “Target”) pursuant to the Purchase Agreement (as defined below) and to make a mandatory tender offer for additional shares of Target in compliance with applicable law (the “Subsequent Share Purchases”), and to consummate the other transactions described herein (the “Transactions”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in either the Summary of Principal Terms and Conditions attached hereto as Exhibit A (the “Senior Term Sheet”) or the Summary of Principal Terms and Conditions attached hereto as Exhibit B (the “Bridge Term Sheet”, and together with the Senior Term Sheet, the “Term Sheets”).

You have further advised each of the Agents that, in connection therewith, it is intended that the financing for the Transactions and for the general corporate purposes of the Company will include (i) a $50 million revolving credit facility (the “Revolving Credit Facility”) described in the Senior Term Sheet, and (ii) either (x) up to $700 million in aggregate principal amount of senior unsecured notes (the “Notes”) in a Rule 144A or other private placement or (y) if the Notes are not issued on or prior to the Closing Date (as defined below), up to $700 million of senior unsecured increasing rate loans (the “Bridge Loans”) under a credit facility (the “Bridge Facility”, and together with the Revolving Credit Facility, the “Credit Facilities”) described in the Bridge Term Sheet.

In connection with the foregoing, each of the Commitment Banks is pleased to advise you of its commitments to, severally and not jointly, provide 50%, of each of the Credit Facilities upon the terms and subject to the conditions set forth or referred to in this commitment letter (including the Term Sheets and other attachments hereto (including Exhibit C hereto), this “Commitment Letter”).

It is agreed that the Joint Lead Arrangers will act as the joint lead arrangers and bookrunners for the Credit Facilities (with Jefferies Finance holding the physical books and having top left lead placement in any marketing materials used in connection with the Credit Facilities); that Jefferies Finance will act as administrative agent for each of the Credit Facilities (in such capacity, the “Administrative Agent”); and that Royal Bank will act as syndication agent for each of the Credit Facilities. No compensation (other than that expressly contemplated by this Commitment Letter and the Fee Letter referred to below) will be paid to any Lender (as defined below) in connection with the Credit Facilities unless you and the Agents shall so agree.

The Joint Lead Arrangers reserve the right, prior to or after the execution of definitive documentation for the Credit Facilities, to syndicate all or a portion of the Agents’ commitments hereunder to a group of banks, financial institutions and other lenders (together with the Agents, the “Lenders”) identified by the Agents in consultation with you and reasonably acceptable to them and you (your consent not to be unreasonably withheld or delayed); provided that, notwithstanding each Joint Lead Arranger’s right to syndicate the Credit Facilities and receive commitments with respect thereto, no Agent may assign all or any portion of its commitments hereunder prior to the date of the consummation of the Acquisition using any financing provided or arranged by the Committing Banks or any of their affiliates (the “Closing Date”) and, unless the Company agrees in writing, each Agent shall retain exclusive control over all rights and obligations with respect to its commitments, including all rights with respect to consents, modifications and amendments, until the Closing Date has occurred. Without limiting your obligations to assist with syndication efforts as set forth below, it is understood that the Agents’ commitments hereunder are not subject to syndication of the Credit Facilities or the procurement of the ratings described in clause (d) of the immediately succeeding sentence. The Joint Lead Arrangers intend to commence syndication efforts promptly upon the execution of this Commitment Letter and as part of their syndication efforts, it is their intent to have Lenders commit to the Credit Facilities prior to the Closing Date. You agree actively to assist the Joint Lead Arrangers in completing a timely syndication that is reasonably satisfactory to them and you. Such assistance shall include, without limitation, (a) your using commercially reasonable efforts to ensure that any syndication efforts benefit materially from your existing lending and investment banking relationships and the existing lending and investment banking relationships of Apax Partners, L.P. (the “Sponsor”), (b) direct contact between senior management, representatives and your advisors, on the one hand, and the proposed Lenders, on the other hand at times mutually agreed upon, (c) assistance by you in the preparation of customary Confidential Information Memoranda for each of the Credit Facilities and other marketing materials to be used in connection with the syndications, including causing such Confidential Information Memoranda to conform to market standards as reasonably determined by the Joint Lead Arrangers (and all of which shall be in form and substance reasonably satisfactory to the

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Agents) and, at the request of the Joint Lead Arrangers, the preparation of versions of the Confidential Information Memoranda that do not contain material non-public information concerning the Company, its affiliates or their securities for purposes of United States federal and state securities laws, (d) using your commercially reasonable efforts to procure corporate ratings for the Company and ratings for each of the Credit Facilities and the Notes from each of Standard & Poor’s Ratings Services (“S&P”) and Moody’s Investors Service, Inc. (“Moody’s”) prior to the launch of syndication and (e) the hosting, with the Joint Lead Arrangers, of one or more meetings of prospective Lenders at times mutually agreed upon.

The Joint Lead Arrangers will, in consultation with you, manage all aspects of any syndication, including decisions as to the selection of institutions to be approached and when they will be approached, when their commitments will be accepted, which institutions will participate, the allocation of the commitments among the Lenders and the amount and distribution of fees among the Lenders. To assist the Joint Lead Arrangers in their syndication efforts, you agree promptly to prepare and provide (and to use commercially reasonable efforts to cause the Sponsor to provide) to the Joint Lead Arrangers all customary information with respect to you, the Target and each of your and the Target’s respective subsidiaries, the Transactions and the other transactions contemplated hereby, including all financial information and projections (including financial estimates, forecasts and other forward-looking information, the “Projections”), as the Joint Lead Arrangers may reasonably request. You hereby represent and covenant that (a) all written information and written data concerning you and your subsidiaries and, to the best of your knowledge, the Target and its subsidiaries other than the Projections and information of a general economic or general industry nature (the “Information”) that has been or will be made available to the Agents by you or any of your representatives, taken as a whole, is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not materially misleading in light of the circumstances under which such statements are made (after giving effect to all supplements thereto) and (b) the Projections that have been or will be made available to the Agents by you or any of your representatives have been or will be prepared in good faith based upon assumptions that are believed by you to be reasonable at the time made and at the time the related Projections are made available to the Agents. You agree that if at any time prior to the closing of the Credit Facilities any of the representations in the preceding sentence would be incorrect in any material respect if the Information and Projections were being furnished, and such representations were being made, at such time, then you will promptly supplement the Information and the Projections so that such representations will be correct in all material respects under those circumstances. You further agree that, upon the request of the Agents, at any time following the closing of the Credit Facilities, but prior to the earlier of (i) a successful syndication and (ii) 90 days after the Closing Date, you will promptly supplement the Information and Projections to the extent required such that the representations in the second preceding sentence would be correct in all material respect if the Information and Projections were being furnished, and such representations were being made, at such time. In arranging and syndicating the Credit Facilities, the Joint Lead Arrangers will be entitled to use and rely on the Information and the Projections without responsibility for independent verification thereof.

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As consideration for the commitments of the Agents hereunder and their agreement to perform the services described herein, you agree to pay the fees set forth in this Commitment Letter and in the Fee Letter dated the date hereof and delivered herewith with respect to the Credit Facilities (the “Fee Letter”). Once paid, such fees shall not be refundable under any circumstances, except as otherwise contemplated by the Fee Letter.

The commitments of the Agents hereunder and their agreement to perform the services described herein are subject to the conditions set forth or referred to in the Term Sheets and the other exhibits hereto. It is understood and agreed that (a) prior to and during the syndication of the Bridge Facility, there shall be no competing issues of debt securities or competing syndications of commercial bank or other credit facilities of you or any of your or its subsidiaries (excluding, for the avoidance of doubt, the Target and its subsidiaries) being offered, placed or arranged (other than the Credit Facilities and the Notes), (b) upon the request of the Company, the Committing Banks will fund the Bridge Loans so long as the conditions referenced in the prior sentence have been satisfied or waived and (c) the commitments of the Committing Banks hereunder the Bridge Loans are not subject to a “pre-marketing” condition.

In addition, the commitments of the Agents hereunder are subject to the negotiation, execution and delivery of definitive documentation with respect to the Revolving Credit Facility (the “Revolving Credit Facility Documentation”), and the Bridge Facility (the “Bridge Facility Documentation”, and together with the Revolving Credit Facility Documentation, the “Credit Documentation”) reasonably satisfactory to them and you, which shall be consistent with the Term Sheets and consistent with Sponsor Precedent (as defined below) but taking into account current similar transactions; provided that, notwithstanding anything in this Commitment Letter, the Fee Letter, the Credit Documentation or any other letter agreement or other undertaking concerning the financing of the Transactions to the contrary, (i) the only representations relating to the Company, the Target, its subsidiaries and their businesses the making of which shall be a condition to availability of the Credit Facilities on the Closing Date shall be (A) such of the representations made with respect to the Target in each of the Share Purchase Agreements, each dated January 10, 2011, pursuant to which the Acquisition is to be consummated (together with all exhibits and schedules thereto, collectively, the “Purchase Agreement”) as are material to the interests of the Lenders, but only to the extent that you have the right to terminate your obligations (or refuse to consummate the Acquisition) under the Purchase Agreement as a result of a breach of such representations in the Purchase Agreement and (B) the Specified Representations (as defined below) and (ii) the terms of the Credit Documentation shall be in a form such that they do not impair availability of the Credit Facilities on the Closing Date if the conditions set forth herein, in the Term Sheets and in Exhibit C are satisfied. Those matters that are not covered by or made clear under the provisions of this Commitment Letter are subject to the approval and agreement of the Agents and you; provided that such approvals and agreements shall be in a manner that is consistent with the Term Sheets and consistent with Sponsor Precedent but taking into account current similar transactions. For purposes hereof, “Specified Representations” means the representations and warranties set forth in the Term Sheets relating to legal existence; corporate power and authority; the due authorization, execution, delivery and enforceability of the Credit Documentation; no conflict with organizational documents; the consolidated solvency of the Company and its subsidiaries; Federal Reserve margin regulations; the Investment Company Act; and the status of the Credit Facilities and the guaranties thereof as senior debt. As used herein and in the Term Sheets, “Sponsor Precedent” means leveraged

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finance transactions led by the Sponsor, with such changes that reflect the terms of the Term Sheets and as are necessary to take into account the specific nature of the business of the Company, the jurisdiction of operations of the Company and the structure of the Transactions. The provisions of this paragraph are referred to as the “Certain Funds Provisions”

You agree (a) to indemnify and hold harmless each of the Agents and their respective affiliates and controlling persons and the respective officers, directors, employees, agents, members and successors and assigns of each of the foregoing (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities and expenses, joint or several, to which any such Indemnified Person may become subject arising out of or in connection with this Commitment Letter (including the Term Sheets), the Fee Letter, the Transactions, the Credit Facilities or any related transaction or any claim, litigation, investigation or proceeding relating to any of the foregoing, regardless of whether brought by or against any person or whether any such Indemnified Person is a party thereto, and to reimburse each such Indemnified Person upon demand for any reasonable legal or other expenses incurred in connection with investigating or defending any of the foregoing; provided that the foregoing indemnity will not, as to any Indemnified Person, apply to losses, claims, damages, liabilities or related expenses (i) to the extent they have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of the officers, directors, employees, agents or members of any of the foregoing, (ii) arising from a material breach of the obligations of such Indemnified Person under this Commitment Letter or the Credit Documentation or (iii) arising out of or in connection with any claim, litigation, investigation or proceeding that does not involve an act or omission of you or any of your affiliates and that is brought by an Indemnified Person against any other Indemnified Person (provided that the Agents and the Administrative Agent shall remain indemnified in such cases to the extent acting in such capacities so long as otherwise entitled to indemnification under this paragraph), and (b) to reimburse the Agents and each Indemnified Person from time to time, upon presentation of a summary statement, for all reasonable out-of-pocket expenses (including but not limited to expenses of the Agents’ due diligence investigation, syndication expenses, travel expenses and reasonable fees, disbursements and other charges of a single counsel to the Agents and of a single local counsel to the Agents in each relevant jurisdiction), in each case incurred in connection with the Credit Facilities and the preparation of this Commitment Letter, the Fee Letter, the definitive documentation for the Credit Facilities (collectively, the “Expenses”); provided that you shall not be required to reimburse any of the Expenses in the event the Closing Date does not occur. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for (i) any damages arising from the use by others of information or other materials obtained through electronic, telecommunications or other information transmission systems, except to the extent such damages have resulted from the willful misconduct, bad faith or gross negligence of such Indemnified Person or any of the officers, directors, employees, agents or members of any of the foregoing or (ii) any indirect, special, punitive or consequential damages in connection with its activities related to the Credit Facilities.

You acknowledge that each Agent may be providing debt financing, equity capital or other services (including financial advisory services) to other companies in respect of which you may have conflicting interests (other than with respect to the transactions described herein). We will not furnish confidential information obtained from you by virtue of the transactions contemplated by this Commitment Letter or our other relationships with you to other companies. You also acknowledge that we do not have any obligation to use in connection with the transactions contemplated by this Commitment Letter, or to furnish to you, confidential information obtained by us from other companies.

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You further acknowledge and agree that (a) no fiduciary, advisory or agency relationship between you and the Agents is intended to be or has been created in respect of any of the transactions contemplated by this Commitment Letter, irrespective of whether any Agent has advised or is advising you on other matters, (b) the Agents, on the one hand, and you, on the other hand, have an arm’s-length business relationship that does not directly or indirectly give rise to, nor do you rely on, any fiduciary duty on the part of any Agent, (c) you are capable of evaluating and understanding, and you understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (d) you have been advised that the Agents are engaged in a broad range of transactions that may involve interests that differ from your interests and that no Agent has an obligation to disclose such interests and transactions to you by virtue of any fiduciary, advisory or agency relationship and (e) you waive, to the fullest extent permitted by law, any claims you may have against the Agents or their respective affiliates for breach of fiduciary duty or alleged breach of fiduciary duty and agree that the Agents and their respective affiliates shall have no liability (whether direct or indirect) to you in respect of such a fiduciary duty claim or to any person asserting a fiduciary duty claim on behalf of or in right of you, including your stockholders, employees or creditors.

You further acknowledge that each of the Agents (together with its respective affiliates) is a full service securities firm engaged in securities trading and brokerage activities as well as providing investment banking and other financial services. In the ordinary course of business, each Agent (together with its respective affiliates) may provide investment banking and other financial services to, and/or acquire, hold or sell, for its own accounts and the accounts of customers, equity, debt and other securities and financial instruments (including bank loans and other obligations) of, you, the Target and its subsidiaries and other companies with which you, the Sponsor or the Target or its subsidiaries may have commercial or other relationships. With respect to any securities and/or financial instruments so held by any Agent (or its respective affiliates) or any of its customers, all rights in respect of such securities and financial instruments, including any voting rights, will be exercised by the holder of the rights, in its sole discretion. You hereby waive, to the fullest extent permitted by law, any claims you may have against the Agents or their respective affiliates for any conflict of interest arising from such transactions, activities, investments or holdings, or arising from the failure of such Agent or any of its affiliates to bring such transactions, activities, investments or holdings to your attention

This Commitment Letter and the commitments hereunder shall not be assignable by any party hereto without the prior written consent of each other party hereto (and any attempted assignment without such consent shall be null and void), is intended to be solely for the benefit of the parties hereto (and Indemnified Persons), is not intended to confer any benefits upon, or create any rights in favor of, any person other than the parties hereto (and Indemnified Persons) and is not intended to create a fiduciary relationship among the parties hereto. Any and all obligations of, and services to be provided by, the Agents hereunder (including, without limitation, their commitments) may be performed and any and all rights of the Agents hereunder may be exercised by or through any of their affiliates or branches (provided that the relevant Agent shall remain ultimately liable for the performance of such obligations and services). This

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Commitment Letter may not be amended or any provision hereof waived or modified except by an instrument in writing signed by each of the Agents and you. This Commitment Letter may be executed in any number of counterparts, each of which shall be an original and all of which, when taken together, shall constitute one agreement. Delivery of an executed counterpart of a signature page of this Commitment Letter by facsimile transmission or by “.pdf” electronic transmission shall be effective as delivery of a manually executed counterpart hereof. You acknowledge that information and documents relating to the Credit Facilities may be transmitted through SyndTrak, Intralinks, the internet, e-mail, or similar electronic transmission systems, and, notwithstanding anything herein to the contrary, that each Agent shall not be liable for any damages arising from the unauthorized use by others of information or documents transmitted in such manner unless resulting from such Agent’s gross negligence, bad faith or willful misconduct. This Commitment Letter and, together with the Fee Letter, supersedes all prior understandings, whether written or oral, among us with respect to the Credit Facilities and sets forth the entire understanding of the parties hereto with respect thereto. THIS COMMITMENT LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT BY OR ON BEHALF OF ANY PARTY RELATED TO OR ARISING OUT OF THIS COMMITMENT LETTER, THE FEE LETTER OR THE PERFORMANCE OF SERVICES HEREUNDER OR THEREUNDER.

Each of the parties hereto hereby irrevocably and unconditionally (a) submits, for itself and its property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby, or for recognition or enforcement of any judgment, and agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court, (b) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Commitment Letter, the Fee Letter or the transactions contemplated hereby or thereby in any New York State or in any such Federal court and (c) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

This Commitment Letter is delivered to you on the understanding that none of the Fee Letter and its terms or substance, or, prior to your acceptance hereof, this Commitment Letter and its terms or substance, or the activities of the Agents pursuant hereto or to the Fee Letter shall be disclosed, directly or indirectly, to any other person or entity (including other lenders, underwriters, placement agents, advisors or any similar persons) except (a) to the Sponsor and to your and their officers, directors, employees, attorneys, accountants and advisors on a confidential and need-to-know basis, (b) if the Agents consent to such proposed disclosure or (c) pursuant to the order of any court or administrative agency in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process based on the reasonable advice of your legal counsel; provided that you may disclose this Commitment Letter

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and a customarily redacted version of the contents of the Fee Letter (with such redaction to be reasonably satisfactory to us) and the contents hereof (i) to the Target and the other parties to the Purchase Agreement and their respective officers, directors, employees, attorneys, accountants and advisors, on a confidential and need-to-know basis and (ii) in any prospectus or other offering memorandum related to the Notes.

The Agents and their affiliates will use all confidential information provided to them or such affiliates by or on behalf of you hereunder solely for the purpose of providing the services which are the subject of this Commitment Letter and shall treat confidentially all such information; provided that nothing herein shall prevent the Agents from disclosing any such information (a) pursuant to the order of any court or administrative agency or in any pending legal or administrative proceeding, or otherwise as required by applicable law or compulsory legal process (in which case the Agents, to the extent permitted by law, agree to use commercially reasonable efforts to inform you promptly thereof), (b) upon the request or demand of any regulatory authority having jurisdiction over the Agents or any of their affiliates, (c) to the extent that such information becomes publicly available other than by reason of improper disclosure by the Agents or any of their affiliates, (d) to the extent that such information is received by the Agents from a third party that is not to the Agents’ knowledge subject to confidentiality obligations to the Company, (e) to the extent that such information is independently developed by the Agents, (f) to the Agents’ affiliates and their employees, legal counsel, independent auditors and other experts or agents who need to know such information in connection with the Transactions and are informed of the confidential nature of such information, (g) to potential Lenders, participants or assignees who agree to be bound by the terms of this paragraph (or language substantially similar to this paragraph) or (h) for purposes of establishing a “due diligence” defense. The Agents’ obligations under this paragraph shall automatically terminate and be superseded by the confidentiality provisions in the Credit Documentation upon the initial funding thereunder.

The indemnification, confidentiality, jurisdiction, venue, governing law and waiver of jury trial provisions contained herein and in the Fee Letter shall remain in full force and effect regardless of whether definitive financing documentation shall be executed and delivered and notwithstanding the termination of this Commitment Letter or the Agents’ commitments hereunder and our agreements to provide the services described herein; provided that your obligations under this Commitment Letter, other than those relating to confidentiality and to the syndication of the Credit Facilities, shall automatically terminate and be superseded by the definitive documentation relating to the Credit Facilities upon the initial funding thereunder, and you shall be released from all liability in connection therewith at such time.

We hereby notify you that pursuant to the requirements of the U.S.A. Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), each of the Agents and each other Lender is required to obtain, verify and record information that identifies the Company, which information includes the name, address, tax identification number and other information regarding the Company that will allow any of the Agents or such Lender to identify the Company in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective as to the Agents and each Lender.

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If the foregoing correctly sets forth our agreement, please indicate your acceptance of the terms of this Commitment Letter and of the Fee Letter by returning to the Agents executed counterparts hereof and of the Fee Letter not later than 5:00 p.m., New York City time, on January 11, 2011. The Agents’ respective commitments hereunder and agreements contained herein will expire at such time in the event that the Agents have not received such executed counterparts in accordance with the immediately preceding sentence. In the event that the initial borrowing in respect of the Bridge Facility does not occur on or before the date which is 270 days following the earlier of (x) the execution of the Purchase Agreement and (y) your execution of this Commitment Letter, or if the Purchase Agreement has been irrevocably terminated, then this Commitment Letter and the commitments and undertakings of each of the Agents hereunder shall automatically terminate unless each of them shall, in their discretion, agree to an extension.

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

[Project Pluto Commitment Letter Signature]

[SIGNATURE PAGE TO COMMITMENT LETTER]

[SIGNATURE PAGE TO COMMITMENT LETTER]

EXHIBIT A

Project Pluto

Revolving Credit Facility

Summary of Principal Terms and Conditions²

A- 1

A- 2

A- 3

A- 4

A- 5

A- 6

A- 7

A- 8

A- 9

A- 10

A- 11

A- 12

ANNEX I to

EXHIBIT A

Annex I to Exhibit A- 1

ANNEX I to

EXHIBIT A

Annex I to Exhibit A- 2

Project Pluto

$700,000,000 Senior Unsecured Increasing Rate Bridge Loans

Summary of Principal Terms and Conditions³

B-1

B-2

B- 3

B-4

B- 5

B- 6

ANNEX I to

EXHIBIT B

Term Loans

Annex I to Exhibit B-1

ANNEX II to

EXHIBIT B

Exchange Notes

Annex II to Exhibit B-1

Annex II to Exhibit B-2

Annex II to Exhibit B-3

EXHIBIT C

Project Pluto

Summary of Additional Conditions Precedent

Except as otherwise set forth below, the initial borrowing under the Credit Facilities shall be subject to the following additional conditions precedent:

1. The Acquisition shall have been consummated in accordance with the terms of the Purchase Agreement, without giving effect to any amendments, modifications or waivers thereto or consents thereunder that are materially adverse to the Lenders without the consent of the Joint Lead Arrangers.

2. The Joint Lead Arrangers shall have received (a) audited consolidated balance sheets of each of the Company and the Target and related statements of income, changes in equity and cash flows of each of the Company and the Target for the three most recently completed fiscal years ended at least 90 days before the Closing Date and (b) unaudited consolidated balance sheets and related statements of income, changes in equity and cash flows of each of the Company and the Target for each subsequent fiscal quarter after the most recent statements delivered pursuant to clause (a) above ended at least 45 days before the Closing Date (other than in respect of the quarter ended December 31, 2010).

3. The Joint Lead Arrangers shall have received a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Company 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 (or 90 days in case such four-fiscal quarter period is the end of the Company’s fiscal year) prior to 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 the statement of income).

4. Subject to the Certain Funds Provisions, the Joint Lead Arrangers shall have received (1) customary legal opinions from counsel to the Company, (2) a customary solvency certificate from the chief financial officer of the Company (certifying that after giving effect to the Transactions, the Company and its subsidiaries on a consolidated basis, are solvent) and (3) other customary and reasonably satisfactory closing and corporate documents, organizational documents certified by public officials, resolutions, certificates and a notice of borrowing. The Lenders shall have received on or prior to the Closing Date all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the extent requested reasonably prior to the Closing Date.

5. An equity contribution (which, to the extent comprised of other than common equity, shall not be redeemable for at least a year after the maturity of the Term Loans and Exchange Notes, does not require cash interest payments prior to the date that is at least one year after the maturity of the Term Loans and Exchange Notes, cannot be optionally redeemable for cash by the holders, and cannot include covenants the failure of which to be satisfied would cause the Company to have to redeem such equity for cash) shall have been made by the Sponsor or funds advised by its affiliated management companies in an amount that when combined with the proceeds of the Bridge Loans and/or the Notes, cash on the Company’s balance sheet and other sources of funding shall be sufficient to consummate the Acquisition and the Subsequent Share Purchases, but shall, in any event, not be less than $250 million.

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6. Payment of all fees due to the Commitment Parties required to be paid on the Closing Date from the proceeds of the funding under the Credit Facilities under the terms of Fee Letter.

7. The absence of any injunction or other form of temporary restraining order with respect to the Transactions or the Credit Facilities.

8. The Borrower shall have entered into an engagement letter (the “Engagement Letter”) with respect to debt securities offerings undertaken to finance the Acquisition and the Subsequent Share Purchases with investment banks and on terms and reasonably satisfactory to the Agents.

C- 2