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om the date of this prospectus continuing through the date 180 days after the date of this prospectus, except with the prior written consent of both Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC. See "Underwriting (Conflicts of Interest)" for a description of these lock-up agreements. In addition, 34,266,989 sha

nto an equal number of shares of Class A common stock upon transfer, subject to certain exceptions, wi►I be eligible for sale 33 http://vanv. see. gov/Archi vecledgar/dataht83980/00011 93 1251 5334479/d31022ds la.htmi I 0/14/20I 5 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL

cured subordinated due 2016. The initial purchasers for the notes issued on January 6, 2014 were Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, Goldman. Sachs & Co., HSBC Securities (USA) Inc., Wells F

wise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is 11.4 http://vanv. see. gov/Archi vecledgaddataht83980/00011 93 1251 5334479/d31022ds la.htmi 1 0/14/201 5 9:06:38 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL

s of common stock or such other securities, in cash or otherwise), in each case without the prior written consent of J.P. Morgan Securities LI.0 and Citigroup Global Markets Inc. for a period of 180 days after the date of this prospectus, other than the shares of our common stock to be sold or isard hereunder and any shares o

any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or 130 httplAvaw.sec. gov/Archi vatedgar/datat I 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-

87.097 On August 8, 2012. the Company entered into a $390 million credit facility (the "Facility") with Citibank, N.A. as the administrative agent. Citigroup Global Markets Inc. and Morgan Stanley Senior Funding, Inc. as joint lead arrangers, and Morgan Stanley Senior Funding, Inc. as syndication agent. and other financial i

stitutions The Facility originally consisted of a $350 million term loan facility and a $40 million revolving credit facility F-12 http://www.see. gov/Archi vestedgar/datat I 609989/000119312515218883/d734898dsl.htm(7/20/2015 10:30:13 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB