Contract analysis

ARTICLE I — DEFINITIONS AND INTERPRETATION

Section 1.01 — Defined Terms The following is an alphabetical list of the principal defined terms used in this Credit Agreement. All definitions are subject to modification in the context of the preparation and negotiation of the definitive documentation. Borrower (Post-Closing): Cloudium Technologies plc (as the surviving corporation in the Merger, as defined below), a public limited company incorporated under the l

Section 1.02 — Rules of Interpretation Standard interpretation provisions shall apply, including references to GAAP, rounding, accounting terms, times of day (New York time), and currency (U.S. dollars unless otherwise specified).

Section 1.03 — Accounting Terms

Section 1.04 — Rounding Standard rounding provisions for ratio calculations.

Section 1.05 — Times of Day All references to times of day are Eastern Time.

Section 1.06 — Letter of Credit Amounts U.S. dollar equivalents for multi-currency letters of credit.

Section 1.07 — Pro Forma and Other Calculations

Section 1.08 — Classification of Loans and Borrowings Classification of loans as SOFR Loans or Base Rate Loans.

Section 1.09 — Divisions Standard LLC division provisions.

Section 1.10 — Consolidated Adjusted EBITDA — Definition See below for the full definition. This section is separately stated due to the complexity of the definition.

ARTICLE II — THE CREDIT FACILITIES

Section 2.01 — Term Loan B Commitments 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). Each Lender severally agrees to make a term loan to the Borrower on the Closing Date in the amount of such Lender's Term Loan B Commitment. Term Loan B Commitments are not revolving and may no

Section 2.09(a) — Term Loan B Maturity and Amortization The Term Loan B Facility will mature on the date that is seven (7) years after the Closing Date. If the Closing Date occurs on or around the currently scheduled outside date under the Merger Agreement of June 30, 2024, the maturity date would be approximately June 30, 2031. The actual maturity date will be determined based on the actual Closing Date. [Note to dr

Section 2.10(a) — Term Loan B Interest Rate Borrowings under the Term Loan B Facility shall bear interest at a rate per annum equal to: Adjusted Term SOFR (as published by the Federal Reserve Bank of New York or its successor administrator, and as adjusted for a customary credit spread adjustment in accordance with market convention) plus 325 basis points (3.25%). The following additional terms apply to the interest

Section 2.11(a) — Ticking Fee A ticking fee shall accrue on the undrawn Term Loan B commitments at a rate of 0.25% per annum, calculated on the aggregate amount of undrawn commitments. The ticking fee shall: (a) Commence on the date that is ninety (90) days after the date of execution of the Merger Agreement (i.e., if the Merger Agreement is executed on January 22, 2024, the ticking fee shall commence accruing on Apr

Section 2.09(a) — Amortization The Term Loan B Facility shall amortize at a rate equal to 1.00% per annum of the original aggregate principal amount thereof, payable in equal quarterly installments. Each quarterly amortization payment shall be equal to 0.25% of the original aggregate principal amount, which equals $9,350,000 per quarter (based on an original principal amount of $3,740,000,000). Amortization payments

Section 2.02 — Revolving Credit Commitments Type: Senior Secured Revolving Credit Facility (the "Revolving Facility" or the "Revolving Credit Facility"). Aggregate Commitment Amount: $500,000,000 (five hundred million dollars). Drawn at Closing: $0. The Revolving Credit Facility is not expected to be drawn at the Closing Date. The Revolving Facility will be available for working capital needs, general corporate purpo

Section 2.09(b) — Revolving Credit Facility Maturity The Revolving Credit Facility will mature on the date that is five (5) years after the Closing Date. Based on an assumed Closing Date of approximately June 30, 2024, the maturity date for the Revolving Facility would be approximately June 30, 2029. [Note to draft: Actual closing targeted on or around July 9, 2024; maturity date to be determined based on actual Clos

Section 2.10(b) — Revolving Credit Facility Interest Rate Borrowings under the Revolving Credit Facility shall bear interest at a rate per annum equal to: Adjusted Term SOFR (as published by the Federal Reserve Bank of New York or its successor administrator, and as adjusted for a customary credit spread adjustment in accordance with market convention) plus 275 basis points (2.75%). The following additional terms app

Section 2.04 and Section 2.05 — Sub-Facilities The Revolving Credit Facility shall include the following sub-facilities: (a) Letter of Credit Sub-Facility: A sub-limit of $75,000,000 shall be available for the issuance of standby and commercial letters of credit by the issuing bank (initially, Meridian Atlantic Bank, N.A., or such other issuing bank as may be designated). Letters of credit shall reduce availability u

Section 2.03 — Borrowing Procedures Borrowing notice requirements shall apply: three (3) business days' prior notice for SOFR loans; one (1) business day's prior notice for Base Rate loans. Minimum borrowing amounts: $1,000,000 for revolving loans. Interest period elections: one (1), three (3), or six (6) months at the Borrower's election.

Section 2.06 — Funding of Borrowings Standard mechanics for lender funding on borrowing dates.

Section 2.07 — Interest Elections The Borrower shall have the right to elect and convert between SOFR and Base Rate, and to select interest periods.

Section 2.08 — Termination and Reduction of Commitments The Borrower may voluntarily reduce or terminate unused revolving commitments, subject to minimum reduction amounts. Notices of reduction shall be irrevocable.

Section 2.12 — Interest and Fee Computation Actual/360 day count convention for SOFR loans. Actual/365 (or 366) for Base Rate loans.

Section 2.13 — Inability to Determine Rates; SOFR Replacement Benchmark transition provisions (SOFR to successor rate). Conforming changes authority for the Administrative Agent.

Section 2.14 — Increased Costs Standard increased-costs provisions (reserve requirements, capital adequacy, etc.). The Borrower shall be obligated to compensate lenders for increased costs arising from changes in law.

Section 2.15 — Break Funding Payments Customary SOFR breakage indemnification.

Section 2.16 — Taxes (b) FATCA. FATCA withholding and information reporting provisions. (c) Lender Tax Forms. W-9, W-8BEN-E, and other applicable forms; delivery by lenders on or prior to becoming a party.

Section 2.17 — Payments Generally; Pro Rata Treatment All payments to the Administrative Agent for distribution. Pro rata sharing among lenders. Application of payments: interest before principal.

Section 2.18 — Mitigation Obligations; Replacement of Lenders

Section 2.19 — Incremental Facilities See below for the detailed incremental facilities provisions.

Section 2.20 — Refinancing Facilities

ARTICLE III — 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, withou

Section 3.01 — Organization; Corporate Power and Authority Each of the Borrower and each Guarantor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and has all requisite corporate or other organizational power and authority to own its properties, conduct its business, and perform its obligations under the loan documents. Specific entities: Cloudium Technolo

Section 3.02 — Authorization; Enforceability; No Conflicts

Section 3.03 — Financial Statements

Section 3.04 — No Material Adverse Change

Section 3.05 — Litigation There is no pending or, to the knowledge of the Borrower, threatened action, suit, proceeding, or investigation by or before any court, arbitrator, or governmental authority that would reasonably be expected to have a Material Adverse Effect.

Section 3.06 — Compliance with Laws The Borrower and each Guarantor are in compliance with all applicable laws, rules, and regulations, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect.

Section 3.07 — Solvency After giving effect to the Acquisition, the Merger, the incurrence of indebtedness under the credit facilities, the equity contribution, the repayment of the $820,000,000 Existing Indebtedness, and the other transactions contemplated hereby, the Borrower and its subsidiaries, on a consolidated basis, are Solvent. For purposes of this representation, "Solvent" means that (i) the fair value of t

Section 3.08 — Environmental Compliance The Borrower and its subsidiaries are in compliance with all applicable environmental laws and regulations in all material respects, and no environmental condition exists that would reasonably be expected to result in material liability.

Section 3.09 — ERISA Compliance No ERISA Event has occurred or is reasonably expected to occur that, individually or in the aggregate, would reasonably be expected to result in material liability. All employee benefit plans maintained by the Borrower and its ERISA Affiliates are in compliance with ERISA and the Internal Revenue Code in all material respects.

Section 3.10 — Tax Matters The Borrower and its subsidiaries have filed all material tax returns required to be filed and have paid all material taxes due and owing, except where contested in good faith by appropriate proceedings and for which adequate reserves have been established. Cloudium Technologies plc EIN (US taxpayer): 83-2196754; Solara Fund VI EIN: 87-4523190.

Section 3.11 — Intellectual Property

Section 3.12 — Use of Proceeds; Federal Reserve Regulations U and X The proceeds of the credit facilities will be used solely for the purposes described herein: (i) fund the merger consideration ($6,183,944,048 to non-rolling shareholders), (ii) repay Existing Indebtedness ($820,000,000 to Atlas Commercial Lending Corp.), (iii) pay transaction expenses ($185,000,000), and (iv) for general corporate purposes. No part

Section 3.13 — Investment Company Act Neither the Borrower nor any Guarantor is an "investment company" or a company "controlled by" an "investment company" within the meaning of the Investment Company Act of 1940, as amended.

Section 3.14 — PATRIOT Act; OFAC Sanctions; Anti-Corruption

Section 3.15 — Accuracy of Information

Section 3.17 — Labor Matters No strikes, lockouts, slowdowns, or work stoppages are pending or, to the knowledge of the Borrower, threatened against the Borrower or any subsidiary that would reasonably be expected to have a Material Adverse Effect. Approximately 6,800 employees globally (US, UK, India, Germany).

Section 3.18 — Collateral Matters; Perfection of Security Interests The security interests granted under the Guarantee and Collateral Agreement and the other security documents create valid and enforceable first-priority perfected security interests (subject only to permitted liens) in the Collateral described therein, in favor of the Administrative Agent for the benefit of the secured parties.

Section 3.19 — Specified Acquisition Agreement Representations

ARTICLE IV — CONDITIONS PRECEDENT

Section 4.01 — 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 of limiting the closing conditions is to pr

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