Contract analysis

I. TRANSACTION OVERVIEW Borrower (Post-Closing): Cloudium Technologies plc (as the surviving corporation in the Merger, as defined below), a public limited company incorporated under the laws of England and Wales, Company No. 09734521 (the "Borrower"). It is currently anticipated that the Borrower will be re-domesticated to a United States jurisdiction following the Closing Date. Alternatively, the parties may determ

II. CREDIT FACILITIES — SUMMARY A. Term Loan B Facility Type: Senior Secured Term Loan B Facility (the "Term Loan B" or the "Term Loan B Facility"). Aggregate Principal Amount: $3,740,000,000 (three billion seven hundred forty million dollars). Lenders: Meridian Atlantic Bank, N.A. (in its capacity as Lead Arranger, Sole Bookrunner, and Administrative Agent) and Ironclad Capital Markets LLC (in its capacity as Co-Arr

III. GUARANTORS AND COLLATERAL A. Guarantors The obligations of the Borrower under the Credit Agreement, the Revolving Credit Facility, and all related loan documents shall be guaranteed, jointly and severally, by each of the following entities (collectively, the "Guarantors"): (a) All existing and future direct and indirect wholly owned domestic (United States) subsidiaries of the Borrower (the "Subsidiary Guarantor

IV. CONDITIONS PRECEDENT TO CLOSING AND INITIAL FUNDING A. Closing Conditions (Certain Funds / SunGard Conditionality) The conditions precedent to the initial funding of the Term Loan B Facility and the establishment of the Revolving Credit Facility on the Closing Date shall be limited to those conditions customary for a "certain funds" or "SunGard"-style financing commitment. The parties acknowledge that the purpose

1. Consummation of the Acquisition. The Acquisition shall be consummated substantially concurrently with the initial funding of the Term Loan B Facility, in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendment, modification, waiver, or consent with respect to any provision of the Merger Agreement that is materially adverse to the interests of the lenders,

2. Accuracy of Specified Representations and Warranties. The following representations and warranties shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) on and as of the Closing Date: (a) Specified Acquisition Agreement Representations: Those representations and warranties made by Cloudium in the M

3. Delivery of Customary Closing Documents. The Borrower shall have delivered (or caused to be delivered) to the Administrative Agent the following closing documents, in each case in form and substance reasonably satisfactory to the Administrative Agent: (a) Duly executed counterparts of the Credit Agreement, the Guarantee and Collateral Agreement, and each other security document and ancillary loan document required

4. Payment of Fees and Expenses. All fees, premiums, expenses, and other amounts required to be paid on the Closing Date pursuant to the Credit Agreement, the Fee Letter, and any other loan documents shall have been paid (or arrangements for payment satisfactory to the Administrative Agent shall have been made), including without limitation: (a) the arrangement fees and upfront fees payable to the Arrangers as set fo

5. Funds Flow Memorandum. The Borrower shall have delivered to the Administrative Agent, at least three (3) business days prior to the Closing Date, a funds flow memorandum setting forth in reasonable detail the sources and uses of all funds to be disbursed on the Closing Date, including wire transfer instructions and amounts for all payments to be made, in form and substance reasonably satisfactory to the Administra

6. KYC / AML / Beneficial Ownership. The Administrative Agent and the lenders shall have received, at least ten (10) business days prior to the Closing Date, all documentation and information required under applicable "know your customer" rules, anti-money laundering regulations, the USA PATRIOT Act (Title III of Pub. L. 107-56), and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), to the extent such docum

7. No Company Material Adverse Effect. Since the date of the Merger Agreement, no "Company Material Adverse Effect" (as defined in the Merger Agreement) shall have occurred and be continuing as of the Closing Date.

8. No Injunction or Order. Since the date of the Merger Agreement, no temporary restraining order, preliminary or permanent injunction, or other order shall have been entered by any court of competent jurisdiction or any governmental authority of competent jurisdiction that prohibits, restrains, or enjoins the consummation of the Acquisition or the financing thereof, and no proceeding seeking any such order shall be

V. REPRESENTATIONS AND WARRANTIES The Credit Agreement will contain representations and warranties customary for sponsor-backed leveraged acquisition financings of this type and size. The representations and warranties to be made by the Borrower and each Guarantor (as of the Closing Date and, except as otherwise specified, as of the date of each borrowing under the Revolving Facility) shall include, without limitatio

VI. FINANCIAL COVENANTS A. Total Net Leverage Ratio (Maintenance Covenant — Applicable Only to the Revolving Facility) The Credit Agreement shall include a single maintenance financial covenant applicable exclusively to the Revolving Credit Facility. The Term Loan B Facility shall be "covenant-lite" and shall not be subject to any maintenance financial covenant. Testing: The financial covenant shall be tested as of t

VII. NEGATIVE COVENANTS The Credit Agreement will contain negative covenants customary for sponsor-backed leveraged acquisition financings of this type and size. Each negative covenant shall be subject to baskets, exceptions, and other carveouts, as more fully described in the definitive Credit Agreement. The following is a summary of the principal negative covenants: A. Indebtedness The Borrower and its restricted s