1003-00003 · Harrowgate Private Equity Fund IV LP · Financing

credit-agreement-execution.docx DOCUMENT M&A / Corporate

40 / 78 ← → ✕

Contract analysis Extract to table

SENIOR SECURED CREDIT AGREEMENT

Dated as of July 22, 2025

among

VELOPAY SYSTEMS, INC., a Delaware corporation, as Borrower,

HARROWGATE PRIVATE EQUITY FUND IV LP, a Delaware limited partnership, as Holdings,

TRALVENDO NATIONAL BANK, as Administrative Agent for the Term Loan Facility and as a Lender,

PRAIRIE STATE BANK, N.A., as Administrative Agent for the Revolving Credit Facility and as a Lender,

and

THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO

Tralvendo National Bank, as Lead Arranger and Sole Bookrunner for the Term Loan Facility

Prairie State Bank, N.A., as Co-Arranger for the Revolving Credit Facility

Reference: Commitment Letter CRE-2025-SPF-0441

Prepared by Maplewood & Strauss LLP, counsel to the Administrative Agents and Lenders, One International Place, Suite 3600, Boston, MA 02110 (lead partner: Gordon Strauss). Calderwood & Harkness LLP, counsel to Holdings and Borrower, 787 Seventh Avenue, 38th Floor, New York, NY 10019.

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

"Additional Guarantor" means any Subsidiary of the Borrower that becomes a Guarantor after the Closing Date by executing and delivering a Joinder Agreement in accordance with Section 5.11.

"Administrative Agent" means (a) with respect to the Term Loan Facility, Tralvendo National Bank, in its capacity as administrative agent for the Term Loan Lenders under this Agreement and the other Loan Documents, and (b) with respect to the Revolving Credit Facility, Prairie State Bank, N.A., in its capacity as administrative agent for the Revolving Lenders under this Agreement and the other Loan Documents, and, in each case, any successor thereto appointed in accordance with Section 9.06. Unless the context otherwise requires, references to "Administrative Agent" or "Administrative Agents" shall refer to either or both of Tralvendo National Bank and Prairie State Bank, N.A. in their respective capacities as administrative agents hereunder.

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limitation of the foregoing, Harrowgate Capital Management IV LLC, Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Co-Invest LP, and their respective controlled affiliates shall be deemed Affiliates of the Borrower.

"Aggregate Revolving Commitments" means the aggregate amount of the Revolving Commitments of all Revolving Lenders, which as of the Closing Date equals Two Hundred Sixty Million Dollars ($260,000,000), as such amount may be increased pursuant to Section 2.18 or reduced pursuant to Section 2.07.

"Aggregate Term Loan Commitments" means the aggregate amount of the Term Loan Commitments of all Term Loan Lenders, which as of the Closing Date equals Five Hundred Million Dollars ($500,000,000).

"Agreement" means this Senior Secured Credit Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.

"Anti-Corruption Laws" means the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws of any jurisdiction in which any Loan Party or any of its Subsidiaries conducts business.

"Applicable Rate" means (a) with respect to Term Loans, (i) for SOFR Loans, 3.75% per annum, and (ii) for Base Rate Loans, 2.75% per annum; and (b) with respect to Revolving Loans, the rate set forth in the following pricing grid, based on the Total Net Leverage Ratio as determined from the most recently delivered Compliance Certificate:

Until the first Compliance Certificate is delivered following the Closing Date, the Applicable Rate for Revolving Loans shall be the rate applicable when the Total Net Leverage Ratio is greater than 4.00:1.00. Changes in the Applicable Rate for Revolving Loans resulting from changes in the Total Net Leverage Ratio shall become effective on the date on which the applicable Compliance Certificate is delivered.

"Approved Fund" means, with respect to any Lender, any fund that is engaged in making, purchasing, holding, or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and is administered, managed, or advised by (a) such Lender, (b) an Affiliate of such Lender, or (c) an entity or an Affiliate of an entity that administers, manages, or advises such Lender.

"Assignment and Assumption" means an assignment and assumption agreement in substantially the form of Exhibit E or any other form approved by the applicable Administrative Agent.

"Available Amount" means, at any date of determination, an amount (which shall not be less than zero) equal to the sum of (a) fifty percent (50%) of cumulative Consolidated Net Income for all fiscal quarters completed after the Closing Date and prior to such date of determination (or, if such Consolidated Net Income is negative, minus one hundred percent (100%) of such deficit), plus (b) one hundred percent (100%) of the aggregate amount of all cash equity contributions (other than equity contributions constituting an Equity Cure Amount) made to the Borrower by Holdings or any direct or indirect parent of Holdings after the Closing Date.

"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.

"Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule, or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009.

"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus one half of one percent (0.50%), (b) the rate of interest publicly announced from time to time by Tralvendo National Bank as its "prime rate" in effect at its principal office in Boston, Massachusetts, and (c) the Adjusted Term SOFR for a one-month Interest Period in effect on such day plus one percent (1.00%). Any change in the Base Rate due to a change in any of the foregoing shall be effective on the date of such change.

"Base Rate Loan" means a Loan that bears interest at a rate based on the Base Rate plus the Applicable Rate.

"Beneficial Ownership Certification" means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.

"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.

"Borrower" means VeloPay Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (EIN: 82-3019478; Delaware Secretary of State File Number: 5748392), with its principal place of business at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, and its successors and permitted assigns.

"Borrowing" means a borrowing consisting of Loans of the same Class and Type made, converted, or continued on the same date and, in the case of SOFR Loans, having the same Interest Period.

"Borrowing Date" means any Business Day specified in a Committed Loan Notice as a date on which the Borrower requests the applicable Lenders to make Loans hereunder. With respect to the initial Borrowing, the Borrowing Date is July 22, 2025 (the Closing Date).

"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, New York, Boston, Massachusetts, or Chicago, Illinois are authorized or required by law to remain closed; provided that, when used in connection with a SOFR Loan, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.

"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash, accrued as liabilities, or financed through Capital Leases or otherwise) by the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and its Subsidiaries.

"Capital Lease" means, with respect to any Person, any lease of (or other agreement conveying the right to use) any property (whether real, personal, or mixed) by such Person as lessee that is, or is required to be, accounted for as a finance lease on the balance sheet of such Person under GAAP.

"Cash Equivalents" means, as of any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government, or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date, (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor's or P-1 from Moody's, (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor's or P-1 from Moody's, (d) certificates of deposit, banker's acceptances, and time deposits maturing within one year after such date and issued or accepted by or guaranteed by any Lender or by any domestic commercial bank having capital and surplus in excess of $500,000,000, (e) shares of any money market mutual fund that (i) has at least ninety-five percent (95%) of its assets invested continuously in the types of investments referred to in the preceding clauses (a) through (d) and (ii) has net assets of not less than $500,000,000, and (f) in the case of any Foreign Subsidiary, substantially similar investments of comparable credit quality denominated in the currency of any jurisdiction in which such Foreign Subsidiary conducts business.

"Change of Control" means the occurrence of any of the following: (a) Harrowgate Private Equity Fund IV LP (or its successor permitted hereunder) ceasing to own, directly or indirectly, at least fifty and one-tenth percent (50.1%) of the total equity interests (both voting and economic) of Holdings or the Borrower, (b) Harrowgate Capital Management IV LLC ceasing to be the general partner (or equivalent managing entity) of Harrowgate Private Equity Fund IV LP, (c) any "change of control" (or similar event, however denominated) under the Merger Agreement or under the organizational documents of Holdings that results in a change in the Person or Persons having the ultimate power to direct or cause the direction of the management and policies of Holdings or the Borrower, or (d) any Person or group of Persons (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) other than Harrowgate Capital Management IV LLC, Harrowgate Private Equity Fund IV LP, and their respective Affiliates acquiring, directly or indirectly, beneficial ownership of more than thirty-five percent (35%) of the total equity interests (voting or economic) of the Borrower, unless Harrowgate Private Equity Fund IV LP (or its successor permitted hereunder) continues to own, directly or indirectly, a greater percentage of the total equity interests of the Borrower than such Person or group of Persons.

"Class" means, as the context may require, (a) Term Loans or Term Loan Commitments, or (b) Revolving Loans or Revolving Commitments.

"Closing Date" means July 22, 2025.

"Collateral" means all of the assets of the Borrower, Holdings, and the Guarantors in which a security interest or lien is granted, or purported to be granted, pursuant to the Guarantee and Collateral Agreement or any other Loan Document, in each case as more fully described therein.

"Commitment Letter" means that certain commitment letter dated February 14, 2025, from Tralvendo National Bank and Prairie State Bank, N.A. to Harrowgate Private Equity Fund IV LP (Reference No. CRE-2025-SPF-0441), as amended, supplemented, or otherwise modified prior to the date hereof.

"Committed Loan Notice" means a notice of borrowing, conversion, or continuation substantially in the form of Exhibit A.

"Compliance Certificate" means a certificate substantially in the form of Exhibit D.

"Consolidated Cash Interest Expense" means, for any period, the aggregate amount of cash interest expense of the Borrower and its Subsidiaries on a consolidated basis for such period (net of cash interest income), determined in accordance with GAAP, including (a) all cash interest paid or payable on Indebtedness (including the interest component of Capital Leases), (b) the net amount payable or receivable under Swap Contracts in respect of interest rate hedging, and (c) all commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, but excluding (i) non-cash interest expense, (ii) amortization of deferred financing costs, debt issuance costs, commissions, fees, and expenses, and (iii) any one-time financing fees, including any fees paid in connection with the Transaction.

"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period, plus the following to the extent deducted (or, in the case of clause (h) below, not included) in computing Consolidated Net Income for such period: (a) Consolidated Cash Interest Expense, (b) provision for income taxes, (c) depreciation expense, (d) amortization expense (including amortization of goodwill and other intangible assets), (e) non-cash stock-based compensation expense, (f) Transaction Expenses and other fees, costs, and expenses incurred in connection with the Transaction (including severance costs and retention bonuses payable in connection with the Transaction) in an aggregate amount not to exceed $48,500,000, (g) non-recurring charges, losses, costs, and expenses (including restructuring charges, integration costs, and costs related to the establishment of new facilities), in an aggregate amount for any four-quarter period not to exceed the greater of (i) $12,500,000 and (ii) 12.5% of Consolidated EBITDA (calculated before giving effect to any add-back under this clause (g)) for such period, (h) run-rate cost savings, operating expense reductions, and revenue synergies projected by the Borrower in good faith to be realizable within eighteen (18) months of the action giving rise thereto, in an aggregate amount for any four-quarter period not to exceed the greater of (i) $15,000,000 and (ii) 15% of Consolidated EBITDA (calculated before giving effect to any add-back under this clause (h)) for such period, (i) management fees paid to Harrowgate Capital Management IV LLC to the extent permitted hereunder and subordinated pursuant to the applicable subordination provisions, and (j) losses from Dispositions outside of the ordinary course of business, and minus the following to the extent included in computing Consolidated Net Income for such period: (x) gains from Dispositions outside of the ordinary course of business and (y) any extraordinary or non-recurring gains. For purposes of establishing the Closing Date Total Net Leverage Ratio and for any calculation during the first four fiscal quarters following the Closing Date, Consolidated EBITDA shall be calculated on a pro forma basis giving effect to the Transaction and the add-backs described above, with VeloPay's FY2024 Adjusted EBITDA of $98,100,000 serving as the historical baseline, as adjusted for run-rate synergies and cost savings, yielding a pro forma Consolidated EBITDA of approximately $108,000,000 for the twelve-month period ending on the Closing Date.

"Consolidated Net Income" means, for any period, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP; provided that Consolidated Net Income shall exclude (a) the income (or loss) of any Person that is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or other distributions actually paid in cash to the Borrower or any Subsidiary during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary, and (c) the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower is not at the time permitted by operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Subsidiary. VeloPay's FY2024 Consolidated Net Income was $41,700,000.

"Consolidated Revenue" means, for any period, the aggregate amount of revenue of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP. VeloPay's FY2024 Consolidated Revenue was $412,300,000.

"Consolidated Total Debt" means, at any date of determination, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries on a consolidated basis, determined in accordance with GAAP, including without limitation (a) the outstanding principal amount of the Term Loan, (b) any drawn amounts under the Revolving Credit Facility, (c) the principal component of Capital Leases, and (d) all other Indebtedness for borrowed money, but excluding the undrawn face amount of outstanding Letters of Credit.

"Consolidated Total Net Debt" means, at any date of determination, Consolidated Total Debt as of such date minus the lesser of (a) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date and (b) $75,000,000.

"Consolidated First Lien Net Debt" means, at any date of determination, Consolidated Total Debt secured by a first-priority lien on the Collateral as of such date, minus the lesser of (a) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date and (b) $75,000,000.

"Credit Extension" means each of the following: (a) a Borrowing of a Term Loan, (b) a Borrowing of a Revolving Loan, (c) a Swingline Loan, and (d) a Letter of Credit issuance, amendment, renewal, or extension.

"Credit Facilities" means, collectively, the Term Loan Facility and the Revolving Credit Facility.

"Default" means any event, act, condition, or occurrence which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default under Article VIII.

"Disposition" means the sale, transfer, license, lease, or other disposition (including any sale and leaseback transaction and any sale, assignment, transfer, or other disposition of receivables in a securitization transaction or otherwise) of any property by any Person, including any sale, assignment, transfer, or other disposition, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

"ECF Percentage" means, for any Fiscal Year, the applicable percentage of Excess Cash Flow determined as follows:

"Equity Commitment Letter" means that certain Equity Commitment Letter dated February 14, 2025, from Harrowgate Capital Management IV LLC, on behalf of Harrowgate Private Equity Fund IV LP, committing One Billion One Hundred Forty Million Dollars ($1,140,000,000) in equity capital for the Transaction, as amended, supplemented, or otherwise modified prior to the date hereof.

"Equity Cure Amount" has the meaning set forth in Section 7.04.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.

"ERISA Event" means (a) a "reportable event" as defined in Section 4043 of ERISA (excluding those for which the 30-day notice requirement has been waived by regulation), (b) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302 of ERISA with respect to any Plan, (c) the filing of a notice of intent to terminate any Plan under Section 4041(c) of ERISA, (d) the institution of proceedings by the Pension Benefit Guaranty Corporation to terminate any Plan, (e) the incurrence of any liability under Title IV of ERISA (other than for premiums to the PBGC not yet due), or (f) the appointment of a trustee to administer any Plan.

"Escrow Agent" means Garrison Trust Company, with offices at One Liberty Plaza, 42nd Floor, New York, New York 10006, or any successor escrow agent appointed under the Escrow Agreement.

"Escrow Agreement" means that certain Escrow Agreement dated July 22, 2025 (Reference No. GT-ESC-2025-07223), among Holdings, the Stockholder Representative, and the Escrow Agent, providing for the deposit and administration of One Hundred Thirty-Three Million Dollars ($133,000,000) in indemnification escrow, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Event of Default" has the meaning set forth in Section 8.01.

"Excess Cash Flow" means, for any Fiscal Year, an amount equal to (a) Consolidated EBITDA for such Fiscal Year, minus (b) the sum of (i) Consolidated Cash Interest Expense paid in cash during such Fiscal Year, (ii) scheduled principal payments of Indebtedness actually made during such Fiscal Year (excluding any voluntary or mandatory prepayments), (iii) the amount of income taxes paid in cash during such Fiscal Year, (iv) Capital Expenditures made during such Fiscal Year (to the extent not financed with the proceeds of Indebtedness or equity contributions), (v) the aggregate amount of cash consideration paid for Permitted Acquisitions during such Fiscal Year (to the extent not financed with the proceeds of Indebtedness or equity contributions), (vi) increases in Working Capital during such Fiscal Year (or minus decreases in Working Capital during such Fiscal Year), and (vii) cash restructuring charges and integration costs actually paid during such Fiscal Year.

"Existing Credit Facility" means VeloPay Systems, Inc.'s existing senior secured credit facility with Meridian Commercial Credit Corp., with an outstanding principal balance of approximately $112,000,000 as of the date hereof, which is being paid off in full and terminated on the Closing Date.

"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version thereof that is substantively comparable), any current or future Treasury regulations or official administrative guidance thereunder, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any intergovernmental agreement entered into in connection with the implementation of such Sections and any fiscal or regulatory legislation, rules, or official practices adopted pursuant to such intergovernmental agreement.

"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time, and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.

"Fee Letter" means that certain confidential fee letter dated February 14, 2025, among Harrowgate Private Equity Fund IV LP, Tralvendo National Bank, and Prairie State Bank, N.A., as amended, restated, supplemented, or otherwise modified from time to time.

"First Lien Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated First Lien Net Debt as of such date to (b) Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered (or are required to have been delivered) pursuant to Section 5.01, in each case on a pro forma basis in accordance with Section 1.04.

"Fiscal Year" means the calendar year.

"Foreign Subsidiary" means any Subsidiary of the Borrower that is organized under the laws of a jurisdiction other than the United States, any state thereof, or the District of Columbia.

"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States, as in effect from time to time.

"Guarantee and Collateral Agreement" means that certain Guarantee and Collateral Agreement dated as of July 22, 2025, made by the Borrower, Holdings, and the Guarantors in favor of Tralvendo National Bank (as Term Loan Administrative Agent) and Prairie State Bank, N.A. (as Revolving Administrative Agent), as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Guarantors" means (a) VeloPay Processing LLC, a limited liability company organized under the laws of the State of Delaware, (b) VeloPay Fraud intelligence Inc., a corporation organized under the laws of the State of Delaware, (c) PayStream Gateway LLC, a limited liability company organized under the laws of the State of Delaware, and (d) each Additional Guarantor that becomes a party to the Guarantee and Collateral Agreement after the Closing Date in accordance with Section 5.11.

"Holdings" means Harrowgate Private Equity Fund IV LP, a limited partnership organized and existing under the laws of the State of Delaware (EIN: 87-4231956), with its principal place of business at 300 King Street, Suite 4200, Wilmington, Delaware 19801, and its successors and permitted assigns.

"Indebtedness" means, with respect to any Person at any date of determination (without duplication), (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations under Capital Leases, (d) all obligations under conditional sale or other title retention agreements, (e) all obligations to pay the deferred purchase price of property, assets, or services (other than trade accounts payable arising in the ordinary course of business), (f) all net obligations under Swap Contracts, (g) all obligations, contingent or otherwise, as an account party or applicant under or in respect of letters of credit, bankers' acceptances, or similar instruments, (h) all Guarantee Obligations, and (i) all Indebtedness of another Person secured by a lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person.

"Intercreditor Agreement" means that certain Intercreditor Agreement dated as of July 22, 2025, between Tralvendo National Bank, in its capacity as Administrative Agent for the Term Loan Facility (as "Term Loan Agent"), and Prairie State Bank, N.A., in its capacity as Administrative Agent for the Revolving Credit Facility (as "Revolver Agent"), as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Interest Period" means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed, converted to, or continued as a SOFR Loan and ending on the date that is one (1), three (3), or six (6) months thereafter (or, if available to all relevant Lenders and agreed to by the applicable Administrative Agent in its sole discretion, twelve (12) months thereafter), in each case as selected by the Borrower in the applicable Committed Loan Notice; provided that (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.

"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.

"Investment" means, with respect to any Person, (a) any purchase or acquisition by such Person of any equity interests, bonds, notes, debentures, or other debt securities of, or any contribution of capital to, any other Person, (b) any loan, advance, or extension of credit to any other Person (excluding trade credit extended in the ordinary course of business), and (c) any Guarantee Obligation of such Person.

"Joinder Agreement" means a joinder agreement substantially in the form of Exhibit G.

"Laws" means, collectively, all international, foreign, federal, state, provincial, and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation, or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations, and permits of, and agreements with, any Governmental Authority.

"Lenders" means the financial institutions from time to time parties to this Agreement as lenders, including Tralvendo National Bank and Prairie State Bank, N.A. in their respective capacities as Lenders, and their successors and permitted assigns.

"Letter of Credit" means any standby or commercial letter of credit issued pursuant to Section 2.04.

"Letter of Credit Issuer" means Tralvendo National Bank, in its capacity as initial issuer of Letters of Credit hereunder, or any successor thereto.

"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any Capital Lease having substantially the same economic effect as any of the foregoing).

"Loan" means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Loan, or a Swingline Loan, as the context may require.

"Loan Documents" means, collectively, this Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, each Note, each Letter of Credit application, each Joinder Agreement, each Committed Loan Notice, each Compliance Certificate, the Fee Letter, and all other instruments, agreements, certificates, and documents executed and delivered by any Loan Party in connection herewith or therewith, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Loan Parties" means, collectively, the Borrower, Holdings, and each Guarantor.

"Material Adverse Effect" means any event, change, effect, circumstance, condition, development, or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (a) the business, financial condition, operations, results of operations, or properties of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform any of its material obligations under any Loan Document, or (c) the rights and remedies of the Administrative Agents and the Lenders under any Loan Document, including the validity, enforceability, perfection, or priority of the Liens granted under the Guarantee and Collateral Agreement.

"Maturity Date" means (a) with respect to the Term Loan, July 22, 2032 (the "Term Loan Maturity Date"), and (b) with respect to the Revolving Credit Facility, July 22, 2030 (the "Revolving Maturity Date").

"Merger Agreement" means that certain Agreement and Plan of Merger dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc. (a Delaware corporation, Delaware Secretary of State File Number: 7291034), and VeloPay Systems, Inc., as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms (subject to the limitations set forth in this Agreement).

"Merger Sub" means Harrowgate Velocity Merger Sub Inc., a Delaware corporation formed solely to effectuate the reverse triangular merger contemplated by the Merger Agreement, which merged with and into the Borrower on the Closing Date, with the Borrower surviving, and Merger Sub thereupon ceasing to exist.

"Net Cash Proceeds" means (a) with respect to any Disposition or any casualty event or condemnation event, the cash proceeds (including any cash proceeds received by way of deferred payment pursuant to, or by monetization of, a note, installment receivable, or otherwise, but only as and when so received) received by the Borrower or any of its Subsidiaries in connection therewith, net of (i) reasonable out-of-pocket costs and expenses incurred in connection therewith (including legal fees, accountants' fees, investment banking fees, survey costs, title insurance premiums, appraisal costs, and related search and recording charges), (ii) taxes paid or reasonably estimated to be payable as a result thereof, (iii) any amounts required to be applied to the repayment of Indebtedness secured by a Permitted Lien on the asset subject to such Disposition or casualty event, and (iv) any appropriate reserve for post-closing purchase price adjustments or indemnification obligations; (b) with respect to any issuance or incurrence of Indebtedness, the cash proceeds thereof, net of underwriting discounts, commissions, and other reasonable out-of-pocket costs and expenses incurred in connection therewith; and (c) with respect to any issuance of equity interests, the cash proceeds thereof, net of underwriting discounts, commissions, and other reasonable out-of-pocket costs and expenses incurred in connection therewith.

"Note" means a Term Loan Note or a Revolving Loan Note, as the context may require.

"Obligations" means all advances to, and debts, liabilities, obligations, covenants, and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement of any proceeding under any debtor relief law.

"Organizational Documents" means (a) with respect to the Borrower, its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, in each case effective as of the Closing Date, (b) with respect to Holdings, the limited partnership agreement of Harrowgate Private Equity Fund IV LP, (c) with respect to any corporate Subsidiary, its certificate or articles of incorporation and bylaws, (d) with respect to any limited liability company Subsidiary, its certificate of formation and limited liability company agreement or operating agreement, and (e) with respect to any other entity, the comparable organizational documents under applicable law.

"Paying Agent" means Keystone Pacific Transfer Services Inc., with offices at 250 Royall Street, Suite 100, Canton, Massachusetts 02021, in its capacity as paying agent for the payment of merger consideration to VeloPay stockholders pursuant to the Merger Agreement.

"Permitted Acquisitions" means acquisitions by the Borrower or any Subsidiary that are permitted under the negative covenants set forth in Article VI, subject to the following conditions: (a) the acquired entity or assets shall be in a line of business reasonably related to the business of the Borrower as conducted on the Closing Date, (b) no Default or Event of Default shall exist or would result therefrom, (c) the Borrower shall be in pro forma compliance with the financial covenants set forth in Article VII after giving effect to such acquisition, (d) the aggregate cash consideration for any single acquisition shall not exceed $50,000,000 (or, for acquisitions in excess of $50,000,000, the Required Lenders shall have consented thereto), and (e) the Borrower shall have delivered to the Administrative Agents an officer's certificate certifying compliance with the foregoing conditions, together with pro forma financial statements demonstrating such compliance.

"Permitted Indebtedness" means the categories of Indebtedness permitted under Section 6.01.

"Permitted Liens" means the categories of Liens permitted under Section 6.02.

"Permitted Investments" means Investments permitted under Section 6.06.

"Person" means any individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company, or other entity, or any Governmental Authority.

"Plan" means any employee benefit plan (as defined in Section 3(3) of ERISA) that is or was within the past six years maintained, sponsored, or contributed to by the Borrower or any ERISA Affiliate.

"R&W Insurance Policy" means that certain representations and warranties insurance policy issued by Oakbridge Omnivrel Insurance Group (Policy No. OFI-RW-2025-03187), with a policy limit of One Hundred Ninety Million Dollars ($190,000,000) and a retention of Nineteen Million Dollars ($19,000,000), as the same may be amended or supplemented from time to time.

"Register" has the meaning set forth in Section 2.12.

"Required Lenders" means, at any time, Lenders having Term Loan Commitments, Revolving Commitments, outstanding Term Loans, and outstanding Revolving Loans representing more than fifty percent (50%) of the sum of (a) the aggregate outstanding principal amount of Term Loans and (b) the aggregate Revolving Commitments (or, after termination thereof, the aggregate outstanding principal amount of Revolving Loans plus the aggregate undrawn face amount of outstanding Letters of Credit plus the aggregate outstanding principal amount of Swingline Loans).

"Revolving Commitment" means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to participate in Letters of Credit and Swingline Loans hereunder, as set forth on Schedule 1.01(b), as such amount may be increased pursuant to Section 2.18 or reduced pursuant to Section 2.07.

"Revolving Credit Facility" means the senior secured revolving credit facility in the aggregate principal amount of Two Hundred Sixty Million Dollars ($260,000,000) established pursuant to Section 2.02, with Prairie State Bank, N.A. as Administrative Agent therefor.

"Revolving Lenders" means the Lenders providing Revolving Commitments and holding outstanding Revolving Loans.

"Revolving Loan" means a loan made by a Revolving Lender to the Borrower pursuant to Section 2.02.

"Revolving Maturity Date" means July 22, 2030.

"Sanctioned Person" means any Person that is the subject or target of Sanctions, including (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or controlled by any Person described in the foregoing clauses (a) or (b).

"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority.

"SOFR" means a rate equal to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate), as published on the Federal Reserve Bank of New York's website (or any successor source).

"SOFR Adjustment" means 0.10% for one-month Interest Periods, 0.15% for three-month Interest Periods, and 0.25% for six-month Interest Periods (or such other spread adjustment(s) as may be specified in any benchmark replacement provisions herein).

"SOFR Loan" means a Loan that bears interest at a rate based on Adjusted Term SOFR plus the Applicable Rate.

"Solvent" means, with respect to any Person on a particular date, that on such date (a) the fair value of the assets of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liabilities of such Person on its debts and other liabilities (including contingent liabilities) as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital.

"Sponsor" means Harrowgate Capital Management IV LLC (EIN: 87-4231847), a limited liability company organized and existing under the laws of the State of Delaware, in its capacity as general partner of Holdings.

"Stockholder Representative" means Nathan Aldridge, in his capacity as stockholder representative pursuant to and as appointed under that certain Stockholder Representative Agreement dated as of March 18, 2025, or any successor thereof.

"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or other entity the accounts of which would be consolidated with those of such Person in such Person's consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, or other entity of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power (or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests) are, as of such date, owned, controlled, or held by such Person or one or more Subsidiaries of such Person. Unless otherwise specified, the term "Subsidiary" refers to a Subsidiary of the Borrower. As of the Closing Date, the Subsidiaries of the Borrower are: VeloPay Processing LLC (a Delaware limited liability company), VeloPay Canada Inc. (an Ontario, Canada corporation), VeloPay Europe, Unipessoal Lda. (a Portuguese limitada), VeloPay Fraud intelligence Inc. (a Delaware corporation), and PayStream Gateway LLC (a Delaware limited liability company).

"Swap Contract" means any agreement relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap, cross-currency rate swap, currency option, credit default swap, credit spread transaction, or similar transaction.

"Swingline Lender" means Prairie State Bank, N.A., in its capacity as provider of Swingline Loans hereunder.

"Swingline Loan" means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.05.

"Term Loan" means the senior secured term loan in the aggregate principal amount of Five Hundred Million Dollars ($500,000,000) made to the Borrower on the Closing Date pursuant to Section 2.01.

"Term Loan Commitment" means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Term Loans to the Borrower hereunder, as set forth on Schedule 1.01(a).

"Term Loan Facility" means the senior secured term loan facility established pursuant to Section 2.01, with Tralvendo National Bank as Administrative Agent therefor.

"Term Loan Lenders" means the Lenders providing Term Loan Commitments and holding outstanding Term Loans.

"Term Loan Maturity Date" means July 22, 2032.

"Term Loan Note" means a promissory note in substantially the form of Exhibit B.

"Total Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered (or are required to have been delivered) pursuant to Section 5.01.

"Transaction" means, collectively, (a) the merger of Merger Sub with and into the Borrower pursuant to the Merger Agreement (with the Borrower surviving), (b) the equity contribution by Holdings to the Borrower as contemplated by the Equity Commitment Letter, (c) the borrowing of the Term Loan and the initial Revolving Loans hereunder, (d) the payoff and termination of the Existing Credit Facility with Meridian Commercial Credit Corp., (e) the deposit of the indemnification escrow with the Escrow Agent, (f) the payment of the merger consideration to VeloPay stockholders through the Paying Agent, and (g) the payment of Transaction Expenses.

"Transaction Expenses" means all fees, costs, and expenses incurred by the Borrower, Holdings, the Sponsor, or any of their respective Affiliates in connection with the Transaction, estimated at approximately Forty-Eight Million Five Hundred Thousand Dollars ($48,500,000) (buyer and seller combined), including without limitation (a) advisory fees payable to Pendleton Hawkes & Co. in the amount of $6,650,000, (b) legal fees and expenses payable to Calderwood & Harkness LLP, Maplewood & Strauss LLP, Whitford Jessup & Crane LLP, and other counsel, (c) lender arrangement and upfront fees, (d) the R&W insurance premium payable to Oakbridge Omnivrel Insurance Group in the amount of $5,320,000, (e) the D&O tail insurance premium payable to Continental Shield Insurance Company in the amount of $2,150,000, and (f) other customary closing costs, filing fees, and expenses.

"Unrestricted Subsidiary" means any Subsidiary of the Borrower designated as an "Unrestricted Subsidiary" in accordance with Section 6.14.

"Working Capital" means, at any date, the excess of consolidated current assets (other than cash, Cash Equivalents, and amounts due from Affiliates) of the Borrower and its Subsidiaries over consolidated current liabilities (other than the current portion of long-term Indebtedness, current liabilities under Swap Contracts, and amounts due to Affiliates) of the Borrower and its Subsidiaries, in each case determined in accordance with GAAP.

Section 1.02 — Other Interpretive Provisions

Unless the context of this Agreement otherwise clearly requires, the following rules of interpretation shall apply to this Agreement and each other Loan Document:

(a) The terms "herein," "hereof," "hereto," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular Article, Section, or clause hereof.

(b) References to an "Article," "Section," "Exhibit," or "Schedule" refer to an Article or Section of, or an Exhibit or Schedule to, this Agreement, unless another document is specifically referenced.

(c) The word "including" (and with correlative meaning "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

(d) Words in the singular shall include the plural and vice versa, and words importing one gender shall include any other gender, as the context requires.

(e) References to any Person include the successors and permitted assigns of such Person.

(f) References to any agreement, instrument, or document shall include all subsequent amendments, restatements, supplements, and other modifications thereto, but only to the extent such amendments, restatements, supplements, and other modifications are not prohibited by this Agreement or any other Loan Document.

(g) References to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law and all rules and regulations promulgated thereunder, unless the context otherwise requires.

(h) Article, Section, Exhibit, and Schedule headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.

(i) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding."

(j) The terms "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

Section 1.03 — Accounting Terms

(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, subject to the provisions of this Section 1.03. The audited financial statements of the Borrower and its Subsidiaries shall be prepared in accordance with GAAP consistently applied by Vance Thornbury & Co. LLP, an independent registered public accounting firm of recognized national standing, or such other independent registered public accounting firm as may be appointed by the Borrower and reasonably acceptable to the Administrative Agents.

(b) If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in this Agreement or any other Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agents, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agents and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.

Section 1.04 — Rounding

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). All financial calculations under this Agreement shall be made on a pro forma basis to the extent required herein.

Section 1.05 — Times of Day

Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight or standard, as applicable).

Section 1.06 — Rates

(a) Benchmark Replacement. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then the applicable Administrative Agent, in consultation with the Borrower, shall have the right to amend this Agreement to replace SOFR (or any other then-current Benchmark) with a Benchmark Replacement for each setting of SOFR (or such other Benchmark) going forward. Any such amendment shall become effective at 5:00 p.m. (Eastern Time) on the fifth (5th) Business Day after the applicable Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower, so long as the applicable Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders.

(b) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the applicable Administrative Agent shall have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.

(c) Notices; Standards for Decisions and Determinations. The applicable Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision, or election that may be made by the applicable Administrative Agent or, if specified, the Required Lenders pursuant to this Section 1.06, including any determination with respect to a tenor, rate, or adjustment, or of the occurrence or non-occurrence of an event, circumstance, or date, and any decision to take or refrain from taking any action, shall be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except in each case as expressly required pursuant to this Section 1.06.

ARTICLE II — THE COMMITMENTS AND CREDIT EXTENSIONS

Section 2.01 — Term Loans

(a) Term Loan Commitments. Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make a term loan (each, a "Term Loan") to the Borrower on the Closing Date in an amount equal to such Term Loan Lender's Term Loan Commitment as set forth on Schedule 1.01(a). The Term Loans shall be made in a single drawing on the Closing Date in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000). The Term Loan Commitment of each Term Loan Lender shall terminate immediately and without further action upon the funding of such Term Loan Lender's Term Loan on the Closing Date. Amounts borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be re-borrowed.

(b) Borrowing of Term Loans. The Term Loans shall be drawn in a single Borrowing on the Closing Date, subject to satisfaction of the conditions precedent set forth in Section 3.01. The proceeds of the Term Loans shall be applied by the Borrower on the Closing Date as follows: (i) to fund a portion of the merger consideration payable to the stockholders of VeloPay Systems, Inc. pursuant to the Merger Agreement (aggregate merger consideration of approximately $1,900,000,000, representing $20.00 per share on a fully diluted basis), (ii) to refinance and repay in full the Existing Credit Facility with Meridian Commercial Credit Corp. (in the aggregate payoff amount of approximately $113,230,000, consisting of approximately $112,000,000 in outstanding principal plus approximately $1,230,000 in accrued and unpaid interest through the Closing Date), (iii) to pay Transaction Expenses, and (iv) for general corporate purposes of the Borrower and its Subsidiaries. The Borrower shall deliver to Tralvendo National Bank, as Term Loan Administrative Agent, an irrevocable Committed Loan Notice requesting the Term Loan Borrowing no later than three (3) Business Days prior to the Closing Date (or such shorter period as may be agreed by Tralvendo National Bank in its sole discretion).

(c) Repayment of Term Loans. The Borrower shall repay the Term Loans in consecutive quarterly installments, each in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (representing 0.25% of the original aggregate principal amount of the Term Loans), payable on the last Business Day of each fiscal quarter, commencing on the last Business Day of the first full fiscal quarter after the Closing Date (expected to be September 30, 2025). The remaining aggregate principal balance of the Term Loans, together with all accrued and unpaid interest thereon and all other amounts owing in respect thereof, shall be due and payable on the Term Loan Maturity Date (July 22, 2032). All amounts repaid or prepaid in respect of the Term Loans may not be re-borrowed.

Section 2.02 — Revolving Credit Facility

(a) Revolving Commitments. Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving loans (each, a "Revolving Loan") to the Borrower from time to time from the Closing Date until the Revolving Maturity Date (July 22, 2030), in an aggregate principal amount at any time outstanding not to exceed such Revolving Lender's Revolving Commitment as set forth on Schedule 1.01(b); provided that at no time shall the aggregate outstanding principal amount of all Revolving Loans, plus the aggregate undrawn face amount of all outstanding Letters of Credit, plus the aggregate outstanding principal amount of all Swingline Loans, exceed the Aggregate Revolving Commitments (Two Hundred Sixty Million Dollars ($260,000,000)). Revolving Loans may be borrowed, repaid, and re-borrowed from time to time during the Revolving Availability Period in accordance with the provisions hereof.

(b) Initial Revolving Draw. On the Closing Date, subject to satisfaction of the conditions precedent set forth in Section 3.01, the Borrower shall borrow Revolving Loans in the aggregate principal amount of Two Hundred Fifty-Four Million Seven Hundred Thousand Dollars ($254,700,000) (the "Initial Revolving Draw") to fund the balance of the Transaction consideration, the payoff of the Existing Credit Facility, and Transaction Expenses (as the balancing item in the sources and uses for the Transaction). The Initial Revolving Draw shall be deemed to constitute the initial Credit Extension under the Revolving Credit Facility. The Borrower shall deliver to Prairie State Bank, N.A., as Revolving Administrative Agent, an irrevocable Co

SENIOR SECURED CREDIT AGREEMENT
Dated as of July 22, 2025
among
VELOPAY SYSTEMS, INC., a Delaware corporation, as Borrower,
HARROWGATE PRIVATE EQUITY FUND IV LP, a Delaware limited partnership, as Holdings,
TRALVENDO NATIONAL BANK, as Administrative Agent for the Term Loan Facility and as a Lender,
PRAIRIE STATE BANK, N.A., as Administrative Agent for the Revolving Credit Facility and as a Lender,
and
THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO
Tralvendo National Bank, as Lead Arranger and Sole Bookrunner for the Term Loan Facility
Prairie State Bank, N.A., as Co-Arranger for the Revolving Credit Facility
Reference: Commitment Letter CRE-2025-SPF-0441
Prepared by Maplewood & Strauss LLP, counsel to the Administrative Agents and Lenders, One International Place, Suite 3600, Boston, MA 02110 (lead partner: Gordon Strauss). Calderwood & Harkness LLP, counsel to Holdings and Borrower, 787 Seventh Avenue, 38th Floor, New York, NY 10019.
ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Additional Guarantor" means any Subsidiary of the Borrower that becomes a Guarantor after the Closing Date by executing and delivering a Joinder Agreement in accordance with Section 5.11.
"Administrative Agent" means (a) with respect to the Term Loan Facility, Tralvendo National Bank, in its capacity as administrative agent for the Term Loan Lenders under this Agreement and the other Loan Documents, and (b) with respect to the Revolving Credit Facility, Prairie State Bank, N.A., in its capacity as administrative agent for the Revolving Lenders under this Agreement and the other Loan Documents, and, in each case, any successor thereto appointed in accordance with Section 9.06. Unless the context otherwise requires, references to "Administrative Agent" or "Administrative Agents" shall refer to either or both of Tralvendo National Bank and Prairie State Bank, N.A. in their respective capacities as administrative agents hereunder.
"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. For purposes of this definition, "control" (including the terms "controlling," "controlled by," and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. Without limitation of the foregoing, Harrowgate Capital Management IV LLC, Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Co-Invest LP, and their respective controlled affiliates shall be deemed Affiliates of the Borrower.
"Aggregate Revolving Commitments" means the aggregate amount of the Revolving Commitments of all Revolving Lenders, which as of the Closing Date equals Two Hundred Sixty Million Dollars ($260,000,000), as such amount may be increased pursuant to Section 2.18 or reduced pursuant to Section 2.07.
"Aggregate Term Loan Commitments" means the aggregate amount of the Term Loan Commitments of all Term Loan Lenders, which as of the Closing Date equals Five Hundred Million Dollars ($500,000,000).
"Agreement" means this Senior Secured Credit Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms.
"Anti-Corruption Laws" means the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws of any jurisdiction in which any Loan Party or any of its Subsidiaries conducts business.
"Applicable Rate" means (a) with respect to Term Loans, (i) for SOFR Loans, 3.75% per annum, and (ii) for Base Rate Loans, 2.75% per annum; and (b) with respect to Revolving Loans, the rate set forth in the following pricing grid, based on the Total Net Leverage Ratio as determined from the most recently delivered Compliance Certificate:
Until the first Compliance Certificate is delivered following the Closing Date, the Applicable Rate for Revolving Loans shall be the rate applicable when the Total Net Leverage Ratio is greater than 4.00:1.00. Changes in the Applicable Rate for Revolving Loans resulting from changes in the Total Net Leverage Ratio shall become effective on the date on which the applicable Compliance Certificate is delivered.
"Approved Fund" means, with respect to any Lender, any fund that is engaged in making, purchasing, holding, or otherwise investing in commercial loans and similar extensions of credit in the ordinary course of its business and is administered, managed, or advised by (a) such Lender, (b) an Affiliate of such Lender, or (c) an entity or an Affiliate of an entity that administers, manages, or advises such Lender.
"Assignment and Assumption" means an assignment and assumption agreement in substantially the form of Exhibit E or any other form approved by the applicable Administrative Agent.
"Available Amount" means, at any date of determination, an amount (which shall not be less than zero) equal to the sum of (a) fifty percent (50%) of cumulative Consolidated Net Income for all fiscal quarters completed after the Closing Date and prior to such date of determination (or, if such Consolidated Net Income is negative, minus one hundred percent (100%) of such deficit), plus (b) one hundred percent (100%) of the aggregate amount of all cash equity contributions (other than equity contributions constituting an Equity Cure Amount) made to the Borrower by Holdings or any direct or indirect parent of Holdings after the Closing Date.
"Bail-In Action" means the exercise of any Write-Down and Conversion Powers by the applicable Resolution Authority in respect of any liability of an Affected Financial Institution.
"Bail-In Legislation" means (a) with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the implementing law, regulation, rule, or requirement for such EEA Member Country from time to time which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, Part I of the United Kingdom Banking Act 2009.
"Base Rate" means, for any day, a rate per annum equal to the highest of (a) the Federal Funds Rate in effect on such day plus one half of one percent (0.50%), (b) the rate of interest publicly announced from time to time by Tralvendo National Bank as its "prime rate" in effect at its principal office in Boston, Massachusetts, and (c) the Adjusted Term SOFR for a one-month Interest Period in effect on such day plus one percent (1.00%). Any change in the Base Rate due to a change in any of the foregoing shall be effective on the date of such change.
"Base Rate Loan" means a Loan that bears interest at a rate based on the Base Rate plus the Applicable Rate.
"Beneficial Ownership Certification" means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation.
"Beneficial Ownership Regulation" means 31 C.F.R. § 1010.230.
"Borrower" means VeloPay Systems, Inc., a corporation organized and existing under the laws of the State of Delaware (EIN: 82-3019478; Delaware Secretary of State File Number: 5748392), with its principal place of business at 1455 Innovation Parkway, Suite 800, Austin, Texas 78759, and its successors and permitted assigns.
"Borrowing" means a borrowing consisting of Loans of the same Class and Type made, converted, or continued on the same date and, in the case of SOFR Loans, having the same Interest Period.
"Borrowing Date" means any Business Day specified in a Committed Loan Notice as a date on which the Borrower requests the applicable Lenders to make Loans hereunder. With respect to the initial Borrowing, the Borrowing Date is July 22, 2025 (the Closing Date).
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York, New York, Boston, Massachusetts, or Chicago, Illinois are authorized or required by law to remain closed; provided that, when used in connection with a SOFR Loan, the term "Business Day" shall also exclude any day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash, accrued as liabilities, or financed through Capital Leases or otherwise) by the Borrower and its Subsidiaries during such period that, in conformity with GAAP, are or are required to be included as capital expenditures on the consolidated statement of cash flows of the Borrower and its Subsidiaries.
"Capital Lease" means, with respect to any Person, any lease of (or other agreement conveying the right to use) any property (whether real, personal, or mixed) by such Person as lessee that is, or is required to be, accounted for as a finance lease on the balance sheet of such Person under GAAP.
"Cash Equivalents" means, as of any date of determination, (a) marketable securities (i) issued or directly and unconditionally guaranteed as to interest and principal by the United States government, or (ii) issued by any agency of the United States the obligations of which are backed by the full faith and credit of the United States, in each case maturing within one year after such date, (b) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof, in each case maturing within one year after such date and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor's or P-1 from Moody's, (c) commercial paper maturing no more than one year from the date of creation thereof and having, at the time of the acquisition thereof, a rating of at least A-1 from Standard & Poor's or P-1 from Moody's, (d) certificates of deposit, banker's acceptances, and time deposits maturing within one year after such date and issued or accepted by or guaranteed by any Lender or by any domestic commercial bank having capital and surplus in excess of $500,000,000, (e) shares of any money market mutual fund that (i) has at least ninety-five percent (95%) of its assets invested continuously in the types of investments referred to in the preceding clauses (a) through (d) and (ii) has net assets of not less than $500,000,000, and (f) in the case of any Foreign Subsidiary, substantially similar investments of comparable credit quality denominated in the currency of any jurisdiction in which such Foreign Subsidiary conducts business.
"Change of Control" means the occurrence of any of the following: (a) Harrowgate Private Equity Fund IV LP (or its successor permitted hereunder) ceasing to own, directly or indirectly, at least fifty and one-tenth percent (50.1%) of the total equity interests (both voting and economic) of Holdings or the Borrower, (b) Harrowgate Capital Management IV LLC ceasing to be the general partner (or equivalent managing entity) of Harrowgate Private Equity Fund IV LP, (c) any "change of control" (or similar event, however denominated) under the Merger Agreement or under the organizational documents of Holdings that results in a change in the Person or Persons having the ultimate power to direct or cause the direction of the management and policies of Holdings or the Borrower, or (d) any Person or group of Persons (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Securities Exchange Act of 1934, as amended) other than Harrowgate Capital Management IV LLC, Harrowgate Private Equity Fund IV LP, and their respective Affiliates acquiring, directly or indirectly, beneficial ownership of more than thirty-five percent (35%) of the total equity interests (voting or economic) of the Borrower, unless Harrowgate Private Equity Fund IV LP (or its successor permitted hereunder) continues to own, directly or indirectly, a greater percentage of the total equity interests of the Borrower than such Person or group of Persons.
"Class" means, as the context may require, (a) Term Loans or Term Loan Commitments, or (b) Revolving Loans or Revolving Commitments.
"Closing Date" means July 22, 2025.
"Collateral" means all of the assets of the Borrower, Holdings, and the Guarantors in which a security interest or lien is granted, or purported to be granted, pursuant to the Guarantee and Collateral Agreement or any other Loan Document, in each case as more fully described therein.
"Commitment Letter" means that certain commitment letter dated February 14, 2025, from Tralvendo National Bank and Prairie State Bank, N.A. to Harrowgate Private Equity Fund IV LP (Reference No. CRE-2025-SPF-0441), as amended, supplemented, or otherwise modified prior to the date hereof.
"Committed Loan Notice" means a notice of borrowing, conversion, or continuation substantially in the form of Exhibit A.
"Compliance Certificate" means a certificate substantially in the form of Exhibit D.
"Consolidated Cash Interest Expense" means, for any period, the aggregate amount of cash interest expense of the Borrower and its Subsidiaries on a consolidated basis for such period (net of cash interest income), determined in accordance with GAAP, including (a) all cash interest paid or payable on Indebtedness (including the interest component of Capital Leases), (b) the net amount payable or receivable under Swap Contracts in respect of interest rate hedging, and (c) all commissions, discounts, and other fees and charges owed with respect to letters of credit and bankers' acceptance financing, but excluding (i) non-cash interest expense, (ii) amortization of deferred financing costs, debt issuance costs, commissions, fees, and expenses, and (iii) any one-time financing fees, including any fees paid in connection with the Transaction.
"Consolidated EBITDA" means, for any period, Consolidated Net Income for such period, plus the following to the extent deducted (or, in the case of clause (h) below, not included) in computing Consolidated Net Income for such period: (a) Consolidated Cash Interest Expense, (b) provision for income taxes, (c) depreciation expense, (d) amortization expense (including amortization of goodwill and other intangible assets), (e) non-cash stock-based compensation expense, (f) Transaction Expenses and other fees, costs, and expenses incurred in connection with the Transaction (including severance costs and retention bonuses payable in connection with the Transaction) in an aggregate amount not to exceed $48,500,000, (g) non-recurring charges, losses, costs, and expenses (including restructuring charges, integration costs, and costs related to the establishment of new facilities), in an aggregate amount for any four-quarter period not to exceed the greater of (i) $12,500,000 and (ii) 12.5% of Consolidated EBITDA (calculated before giving effect to any add-back under this clause (g)) for such period, (h) run-rate cost savings, operating expense reductions, and revenue synergies projected by the Borrower in good faith to be realizable within eighteen (18) months of the action giving rise thereto, in an aggregate amount for any four-quarter period not to exceed the greater of (i) $15,000,000 and (ii) 15% of Consolidated EBITDA (calculated before giving effect to any add-back under this clause (h)) for such period, (i) management fees paid to Harrowgate Capital Management IV LLC to the extent permitted hereunder and subordinated pursuant to the applicable subordination provisions, and (j) losses from Dispositions outside of the ordinary course of business, and minus the following to the extent included in computing Consolidated Net Income for such period: (x) gains from Dispositions outside of the ordinary course of business and (y) any extraordinary or non-recurring gains. For purposes of establishing the Closing Date Total Net Leverage Ratio and for any calculation during the first four fiscal quarters following the Closing Date, Consolidated EBITDA shall be calculated on a pro forma basis giving effect to the Transaction and the add-backs described above, with VeloPay's FY2024 Adjusted EBITDA of $98,100,000 serving as the historical baseline, as adjusted for run-rate synergies and cost savings, yielding a pro forma Consolidated EBITDA of approximately $108,000,000 for the twelve-month period ending on the Closing Date.
"Consolidated Net Income" means, for any period, the net income (or loss) of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP; provided that Consolidated Net Income shall exclude (a) the income (or loss) of any Person that is not a Subsidiary of the Borrower, except to the extent of the amount of dividends or other distributions actually paid in cash to the Borrower or any Subsidiary during such period, (b) the income (or loss) of any Person accrued prior to the date it becomes a Subsidiary or is merged into or consolidated with the Borrower or any Subsidiary, and (c) the income of any Subsidiary to the extent that the declaration or payment of dividends or similar distributions by such Subsidiary to the Borrower is not at the time permitted by operation of the terms of its organizational documents or any agreement, instrument, judgment, decree, order, statute, rule, or governmental regulation applicable to such Subsidiary. VeloPay's FY2024 Consolidated Net Income was $41,700,000.
"Consolidated Revenue" means, for any period, the aggregate amount of revenue of the Borrower and its Subsidiaries on a consolidated basis for such period, determined in accordance with GAAP. VeloPay's FY2024 Consolidated Revenue was $412,300,000.
"Consolidated Total Debt" means, at any date of determination, the aggregate principal amount of all Indebtedness of the Borrower and its Subsidiaries on a consolidated basis, determined in accordance with GAAP, including without limitation (a) the outstanding principal amount of the Term Loan, (b) any drawn amounts under the Revolving Credit Facility, (c) the principal component of Capital Leases, and (d) all other Indebtedness for borrowed money, but excluding the undrawn face amount of outstanding Letters of Credit.
"Consolidated Total Net Debt" means, at any date of determination, Consolidated Total Debt as of such date minus the lesser of (a) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date and (b) $75,000,000.
"Consolidated First Lien Net Debt" means, at any date of determination, Consolidated Total Debt secured by a first-priority lien on the Collateral as of such date, minus the lesser of (a) unrestricted cash and Cash Equivalents of the Borrower and its Subsidiaries as of such date and (b) $75,000,000.
"Credit Extension" means each of the following: (a) a Borrowing of a Term Loan, (b) a Borrowing of a Revolving Loan, (c) a Swingline Loan, and (d) a Letter of Credit issuance, amendment, renewal, or extension.
"Credit Facilities" means, collectively, the Term Loan Facility and the Revolving Credit Facility.
"Default" means any event, act, condition, or occurrence which, with the giving of notice, the lapse of time, or both, would constitute an Event of Default under Article VIII.
"Disposition" means the sale, transfer, license, lease, or other disposition (including any sale and leaseback transaction and any sale, assignment, transfer, or other disposition of receivables in a securitization transaction or otherwise) of any property by any Person, including any sale, assignment, transfer, or other disposition, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
"ECF Percentage" means, for any Fiscal Year, the applicable percentage of Excess Cash Flow determined as follows:
"Equity Commitment Letter" means that certain Equity Commitment Letter dated February 14, 2025, from Harrowgate Capital Management IV LLC, on behalf of Harrowgate Private Equity Fund IV LP, committing One Billion One Hundred Forty Million Dollars ($1,140,000,000) in equity capital for the Transaction, as amended, supplemented, or otherwise modified prior to the date hereof.
"Equity Cure Amount" has the meaning set forth in Section 7.04.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.
"ERISA Event" means (a) a "reportable event" as defined in Section 4043 of ERISA (excluding those for which the 30-day notice requirement has been waived by regulation), (b) the failure to meet the minimum funding standard of Section 412 of the Internal Revenue Code or Section 302 of ERISA with respect to any Plan, (c) the filing of a notice of intent to terminate any Plan under Section 4041(c) of ERISA, (d) the institution of proceedings by the Pension Benefit Guaranty Corporation to terminate any Plan, (e) the incurrence of any liability under Title IV of ERISA (other than for premiums to the PBGC not yet due), or (f) the appointment of a trustee to administer any Plan.
"Escrow Agent" means Garrison Trust Company, with offices at One Liberty Plaza, 42nd Floor, New York, New York 10006, or any successor escrow agent appointed under the Escrow Agreement.
"Escrow Agreement" means that certain Escrow Agreement dated July 22, 2025 (Reference No. GT-ESC-2025-07223), among Holdings, the Stockholder Representative, and the Escrow Agent, providing for the deposit and administration of One Hundred Thirty-Three Million Dollars ($133,000,000) in indemnification escrow, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Event of Default" has the meaning set forth in Section 8.01.
"Excess Cash Flow" means, for any Fiscal Year, an amount equal to (a) Consolidated EBITDA for such Fiscal Year, minus (b) the sum of (i) Consolidated Cash Interest Expense paid in cash during such Fiscal Year, (ii) scheduled principal payments of Indebtedness actually made during such Fiscal Year (excluding any voluntary or mandatory prepayments), (iii) the amount of income taxes paid in cash during such Fiscal Year, (iv) Capital Expenditures made during such Fiscal Year (to the extent not financed with the proceeds of Indebtedness or equity contributions), (v) the aggregate amount of cash consideration paid for Permitted Acquisitions during such Fiscal Year (to the extent not financed with the proceeds of Indebtedness or equity contributions), (vi) increases in Working Capital during such Fiscal Year (or minus decreases in Working Capital during such Fiscal Year), and (vii) cash restructuring charges and integration costs actually paid during such Fiscal Year.
"Existing Credit Facility" means VeloPay Systems, Inc.'s existing senior secured credit facility with Meridian Commercial Credit Corp., with an outstanding principal balance of approximately $112,000,000 as of the date hereof, which is being paid off in full and terminated on the Closing Date.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version thereof that is substantively comparable), any current or future Treasury regulations or official administrative guidance thereunder, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any intergovernmental agreement entered into in connection with the implementation of such Sections and any fiscal or regulatory legislation, rules, or official practices adopted pursuant to such intergovernmental agreement.
"Federal Funds Rate" means, for any day, the rate per annum calculated by the Federal Reserve Bank of New York based on such day's federal funds transactions by depository institutions, as determined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time, and published on the next succeeding Business Day by the Federal Reserve Bank of New York as the federal funds effective rate.
"Fee Letter" means that certain confidential fee letter dated February 14, 2025, among Harrowgate Private Equity Fund IV LP, Tralvendo National Bank, and Prairie State Bank, N.A., as amended, restated, supplemented, or otherwise modified from time to time.
"First Lien Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated First Lien Net Debt as of such date to (b) Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered (or are required to have been delivered) pursuant to Section 5.01, in each case on a pro forma basis in accordance with Section 1.04.
"Fiscal Year" means the calendar year.
"Foreign Subsidiary" means any Subsidiary of the Borrower that is organized under the laws of a jurisdiction other than the United States, any state thereof, or the District of Columbia.
"GAAP" means generally accepted accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as approved by a significant segment of the accounting profession in the United States, as in effect from time to time.
"Guarantee and Collateral Agreement" means that certain Guarantee and Collateral Agreement dated as of July 22, 2025, made by the Borrower, Holdings, and the Guarantors in favor of Tralvendo National Bank (as Term Loan Administrative Agent) and Prairie State Bank, N.A. (as Revolving Administrative Agent), as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Guarantors" means (a) VeloPay Processing LLC, a limited liability company organized under the laws of the State of Delaware, (b) VeloPay Fraud intelligence Inc., a corporation organized under the laws of the State of Delaware, (c) PayStream Gateway LLC, a limited liability company organized under the laws of the State of Delaware, and (d) each Additional Guarantor that becomes a party to the Guarantee and Collateral Agreement after the Closing Date in accordance with Section 5.11.
"Holdings" means Harrowgate Private Equity Fund IV LP, a limited partnership organized and existing under the laws of the State of Delaware (EIN: 87-4231956), with its principal place of business at 300 King Street, Suite 4200, Wilmington, Delaware 19801, and its successors and permitted assigns.
"Indebtedness" means, with respect to any Person at any date of determination (without duplication), (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations under Capital Leases, (d) all obligations under conditional sale or other title retention agreements, (e) all obligations to pay the deferred purchase price of property, assets, or services (other than trade accounts payable arising in the ordinary course of business), (f) all net obligations under Swap Contracts, (g) all obligations, contingent or otherwise, as an account party or applicant under or in respect of letters of credit, bankers' acceptances, or similar instruments, (h) all Guarantee Obligations, and (i) all Indebtedness of another Person secured by a lien on any asset of such Person, whether or not such Indebtedness is assumed by such Person.
"Intercreditor Agreement" means that certain Intercreditor Agreement dated as of July 22, 2025, between Tralvendo National Bank, in its capacity as Administrative Agent for the Term Loan Facility (as "Term Loan Agent"), and Prairie State Bank, N.A., in its capacity as Administrative Agent for the Revolving Credit Facility (as "Revolver Agent"), as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Interest Period" means, as to each SOFR Loan, the period commencing on the date such SOFR Loan is disbursed, converted to, or continued as a SOFR Loan and ending on the date that is one (1), three (3), or six (6) months thereafter (or, if available to all relevant Lenders and agreed to by the applicable Administrative Agent in its sole discretion, twelve (12) months thereafter), in each case as selected by the Borrower in the applicable Committed Loan Notice; provided that (a) any Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day, and (b) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.
"Internal Revenue Code" means the Internal Revenue Code of 1986, as amended.
"Investment" means, with respect to any Person, (a) any purchase or acquisition by such Person of any equity interests, bonds, notes, debentures, or other debt securities of, or any contribution of capital to, any other Person, (b) any loan, advance, or extension of credit to any other Person (excluding trade credit extended in the ordinary course of business), and (c) any Guarantee Obligation of such Person.
"Joinder Agreement" means a joinder agreement substantially in the form of Exhibit G.
"Laws" means, collectively, all international, foreign, federal, state, provincial, and local statutes, treaties, rules, guidelines, regulations, ordinances, codes, and administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation, or administration thereof, and all applicable administrative orders, directed duties, requests, licenses, authorizations, and permits of, and agreements with, any Governmental Authority.
"Lenders" means the financial institutions from time to time parties to this Agreement as lenders, including Tralvendo National Bank and Prairie State Bank, N.A. in their respective capacities as Lenders, and their successors and permitted assigns.
"Letter of Credit" means any standby or commercial letter of credit issued pursuant to Section 2.04.
"Letter of Credit Issuer" means Tralvendo National Bank, in its capacity as initial issuer of Letters of Credit hereunder, or any successor thereto.
"Lien" means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or otherwise), charge, preference, priority, or other security interest or preferential arrangement of any kind or nature whatsoever (including any conditional sale or other title retention agreement, any easement, right of way, or other encumbrance on title to real property, and any Capital Lease having substantially the same economic effect as any of the foregoing).
"Loan" means an extension of credit by a Lender to the Borrower under Article II in the form of a Term Loan, a Revolving Loan, or a Swingline Loan, as the context may require.
"Loan Documents" means, collectively, this Agreement, the Guarantee and Collateral Agreement, the Intercreditor Agreement, each Note, each Letter of Credit application, each Joinder Agreement, each Committed Loan Notice, each Compliance Certificate, the Fee Letter, and all other instruments, agreements, certificates, and documents executed and delivered by any Loan Party in connection herewith or therewith, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Loan Parties" means, collectively, the Borrower, Holdings, and each Guarantor.
"Material Adverse Effect" means any event, change, effect, circumstance, condition, development, or occurrence that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (a) the business, financial condition, operations, results of operations, or properties of the Borrower and its Subsidiaries, taken as a whole, (b) the ability of the Borrower or any other Loan Party to perform any of its material obligations under any Loan Document, or (c) the rights and remedies of the Administrative Agents and the Lenders under any Loan Document, including the validity, enforceability, perfection, or priority of the Liens granted under the Guarantee and Collateral Agreement.
"Maturity Date" means (a) with respect to the Term Loan, July 22, 2032 (the "Term Loan Maturity Date"), and (b) with respect to the Revolving Credit Facility, July 22, 2030 (the "Revolving Maturity Date").
"Merger Agreement" means that certain Agreement and Plan of Merger dated as of March 18, 2025, among Harrowgate Private Equity Fund IV LP, Harrowgate Velocity Merger Sub Inc. (a Delaware corporation, Delaware Secretary of State File Number: 7291034), and VeloPay Systems, Inc., as amended, restated, supplemented, or otherwise modified from time to time in accordance with its terms (subject to the limitations set forth in this Agreement).
"Merger Sub" means Harrowgate Velocity Merger Sub Inc., a Delaware corporation formed solely to effectuate the reverse triangular merger contemplated by the Merger Agreement, which merged with and into the Borrower on the Closing Date, with the Borrower surviving, and Merger Sub thereupon ceasing to exist.
"Net Cash Proceeds" means (a) with respect to any Disposition or any casualty event or condemnation event, the cash proceeds (including any cash proceeds received by way of deferred payment pursuant to, or by monetization of, a note, installment receivable, or otherwise, but only as and when so received) received by the Borrower or any of its Subsidiaries in connection therewith, net of (i) reasonable out-of-pocket costs and expenses incurred in connection therewith (including legal fees, accountants' fees, investment banking fees, survey costs, title insurance premiums, appraisal costs, and related search and recording charges), (ii) taxes paid or reasonably estimated to be payable as a result thereof, (iii) any amounts required to be applied to the repayment of Indebtedness secured by a Permitted Lien on the asset subject to such Disposition or casualty event, and (iv) any appropriate reserve for post-closing purchase price adjustments or indemnification obligations; (b) with respect to any issuance or incurrence of Indebtedness, the cash proceeds thereof, net of underwriting discounts, commissions, and other reasonable out-of-pocket costs and expenses incurred in connection therewith; and (c) with respect to any issuance of equity interests, the cash proceeds thereof, net of underwriting discounts, commissions, and other reasonable out-of-pocket costs and expenses incurred in connection therewith.
"Note" means a Term Loan Note or a Revolving Loan Note, as the context may require.
"Obligations" means all advances to, and debts, liabilities, obligations, covenants, and duties of, any Loan Party arising under any Loan Document, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising, and including interest and fees that accrue after the commencement of any proceeding under any debtor relief law.
"Organizational Documents" means (a) with respect to the Borrower, its Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, in each case effective as of the Closing Date, (b) with respect to Holdings, the limited partnership agreement of Harrowgate Private Equity Fund IV LP, (c) with respect to any corporate Subsidiary, its certificate or articles of incorporation and bylaws, (d) with respect to any limited liability company Subsidiary, its certificate of formation and limited liability company agreement or operating agreement, and (e) with respect to any other entity, the comparable organizational documents under applicable law.
"Paying Agent" means Keystone Pacific Transfer Services Inc., with offices at 250 Royall Street, Suite 100, Canton, Massachusetts 02021, in its capacity as paying agent for the payment of merger consideration to VeloPay stockholders pursuant to the Merger Agreement.
"Permitted Acquisitions" means acquisitions by the Borrower or any Subsidiary that are permitted under the negative covenants set forth in Article VI, subject to the following conditions: (a) the acquired entity or assets shall be in a line of business reasonably related to the business of the Borrower as conducted on the Closing Date, (b) no Default or Event of Default shall exist or would result therefrom, (c) the Borrower shall be in pro forma compliance with the financial covenants set forth in Article VII after giving effect to such acquisition, (d) the aggregate cash consideration for any single acquisition shall not exceed $50,000,000 (or, for acquisitions in excess of $50,000,000, the Required Lenders shall have consented thereto), and (e) the Borrower shall have delivered to the Administrative Agents an officer's certificate certifying compliance with the foregoing conditions, together with pro forma financial statements demonstrating such compliance.
"Permitted Indebtedness" means the categories of Indebtedness permitted under Section 6.01.
"Permitted Liens" means the categories of Liens permitted under Section 6.02.
"Permitted Investments" means Investments permitted under Section 6.06.
"Person" means any individual, partnership, corporation (including a business trust), joint stock company, trust, unincorporated association, joint venture, limited liability company, or other entity, or any Governmental Authority.
"Plan" means any employee benefit plan (as defined in Section 3(3) of ERISA) that is or was within the past six years maintained, sponsored, or contributed to by the Borrower or any ERISA Affiliate.
"R&W Insurance Policy" means that certain representations and warranties insurance policy issued by Oakbridge Omnivrel Insurance Group (Policy No. OFI-RW-2025-03187), with a policy limit of One Hundred Ninety Million Dollars ($190,000,000) and a retention of Nineteen Million Dollars ($19,000,000), as the same may be amended or supplemented from time to time.
"Register" has the meaning set forth in Section 2.12.
"Required Lenders" means, at any time, Lenders having Term Loan Commitments, Revolving Commitments, outstanding Term Loans, and outstanding Revolving Loans representing more than fifty percent (50%) of the sum of (a) the aggregate outstanding principal amount of Term Loans and (b) the aggregate Revolving Commitments (or, after termination thereof, the aggregate outstanding principal amount of Revolving Loans plus the aggregate undrawn face amount of outstanding Letters of Credit plus the aggregate outstanding principal amount of Swingline Loans).
"Revolving Commitment" means, with respect to each Revolving Lender, the commitment of such Revolving Lender to make Revolving Loans and to participate in Letters of Credit and Swingline Loans hereunder, as set forth on Schedule 1.01(b), as such amount may be increased pursuant to Section 2.18 or reduced pursuant to Section 2.07.
"Revolving Credit Facility" means the senior secured revolving credit facility in the aggregate principal amount of Two Hundred Sixty Million Dollars ($260,000,000) established pursuant to Section 2.02, with Prairie State Bank, N.A. as Administrative Agent therefor.
"Revolving Lenders" means the Lenders providing Revolving Commitments and holding outstanding Revolving Loans.
"Revolving Loan" means a loan made by a Revolving Lender to the Borrower pursuant to Section 2.02.
"Revolving Maturity Date" means July 22, 2030.
"Sanctioned Person" means any Person that is the subject or target of Sanctions, including (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority, (b) any Person operating, organized, or resident in a Sanctioned Country, or (c) any Person owned or controlled by any Person described in the foregoing clauses (a) or (b).
"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by OFAC, the U.S. Department of State, the United Nations Security Council, the European Union, Her Majesty's Treasury of the United Kingdom, or any other relevant sanctions authority.
"SOFR" means a rate equal to the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the Secured Overnight Financing Rate), as published on the Federal Reserve Bank of New York's website (or any successor source).
"SOFR Adjustment" means 0.10% for one-month Interest Periods, 0.15% for three-month Interest Periods, and 0.25% for six-month Interest Periods (or such other spread adjustment(s) as may be specified in any benchmark replacement provisions herein).
"SOFR Loan" means a Loan that bears interest at a rate based on Adjusted Term SOFR plus the Applicable Rate.
"Solvent" means, with respect to any Person on a particular date, that on such date (a) the fair value of the assets of such Person is greater than the total amount of liabilities (including contingent liabilities) of such Person, (b) the present fair salable value of the assets of such Person is not less than the amount that will be required to pay the probable liabilities of such Person on its debts and other liabilities (including contingent liabilities) as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person's ability to pay as such debts and liabilities mature, and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person's property would constitute an unreasonably small capital.
"Sponsor" means Harrowgate Capital Management IV LLC (EIN: 87-4231847), a limited liability company organized and existing under the laws of the State of Delaware, in its capacity as general partner of Holdings.
"Stockholder Representative" means Nathan Aldridge, in his capacity as stockholder representative pursuant to and as appointed under that certain Stockholder Representative Agreement dated as of March 18, 2025, or any successor thereof.
"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, association, or other entity the accounts of which would be consolidated with those of such Person in such Person's consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, limited liability company, partnership, association, or other entity of which securities or other ownership interests representing more than fifty percent (50%) of the equity or more than fifty percent (50%) of the ordinary voting power (or, in the case of a partnership, more than fifty percent (50%) of the general partnership interests) are, as of such date, owned, controlled, or held by such Person or one or more Subsidiaries of such Person. Unless otherwise specified, the term "Subsidiary" refers to a Subsidiary of the Borrower. As of the Closing Date, the Subsidiaries of the Borrower are: VeloPay Processing LLC (a Delaware limited liability company), VeloPay Canada Inc. (an Ontario, Canada corporation), VeloPay Europe, Unipessoal Lda. (a Portuguese limitada), VeloPay Fraud intelligence Inc. (a Delaware corporation), and PayStream Gateway LLC (a Delaware limited liability company).
"Swap Contract" means any agreement relating to any transaction that is a rate swap, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, forward transaction, currency swap, cross-currency rate swap, currency option, credit default swap, credit spread transaction, or similar transaction.
"Swingline Lender" means Prairie State Bank, N.A., in its capacity as provider of Swingline Loans hereunder.
"Swingline Loan" means a loan made by the Swingline Lender to the Borrower pursuant to Section 2.05.
"Term Loan" means the senior secured term loan in the aggregate principal amount of Five Hundred Million Dollars ($500,000,000) made to the Borrower on the Closing Date pursuant to Section 2.01.
"Term Loan Commitment" means, with respect to each Term Loan Lender, the commitment of such Term Loan Lender to make Term Loans to the Borrower hereunder, as set forth on Schedule 1.01(a).
"Term Loan Facility" means the senior secured term loan facility established pursuant to Section 2.01, with Tralvendo National Bank as Administrative Agent therefor.
"Term Loan Lenders" means the Lenders providing Term Loan Commitments and holding outstanding Term Loans.
"Term Loan Maturity Date" means July 22, 2032.
"Term Loan Note" means a promissory note in substantially the form of Exhibit B.
"Total Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Consolidated EBITDA for the most recently completed period of four consecutive fiscal quarters of the Borrower for which financial statements have been delivered (or are required to have been delivered) pursuant to Section 5.01.
"Transaction" means, collectively, (a) the merger of Merger Sub with and into the Borrower pursuant to the Merger Agreement (with the Borrower surviving), (b) the equity contribution by Holdings to the Borrower as contemplated by the Equity Commitment Letter, (c) the borrowing of the Term Loan and the initial Revolving Loans hereunder, (d) the payoff and termination of the Existing Credit Facility with Meridian Commercial Credit Corp., (e) the deposit of the indemnification escrow with the Escrow Agent, (f) the payment of the merger consideration to VeloPay stockholders through the Paying Agent, and (g) the payment of Transaction Expenses.
"Transaction Expenses" means all fees, costs, and expenses incurred by the Borrower, Holdings, the Sponsor, or any of their respective Affiliates in connection with the Transaction, estimated at approximately Forty-Eight Million Five Hundred Thousand Dollars ($48,500,000) (buyer and seller combined), including without limitation (a) advisory fees payable to Pendleton Hawkes & Co. in the amount of $6,650,000, (b) legal fees and expenses payable to Calderwood & Harkness LLP, Maplewood & Strauss LLP, Whitford Jessup & Crane LLP, and other counsel, (c) lender arrangement and upfront fees, (d) the R&W insurance premium payable to Oakbridge Omnivrel Insurance Group in the amount of $5,320,000, (e) the D&O tail insurance premium payable to Continental Shield Insurance Company in the amount of $2,150,000, and (f) other customary closing costs, filing fees, and expenses.
"Unrestricted Subsidiary" means any Subsidiary of the Borrower designated as an "Unrestricted Subsidiary" in accordance with Section 6.14.
"Working Capital" means, at any date, the excess of consolidated current assets (other than cash, Cash Equivalents, and amounts due from Affiliates) of the Borrower and its Subsidiaries over consolidated current liabilities (other than the current portion of long-term Indebtedness, current liabilities under Swap Contracts, and amounts due to Affiliates) of the Borrower and its Subsidiaries, in each case determined in accordance with GAAP.
Section 1.02 — Other Interpretive Provisions
Unless the context of this Agreement otherwise clearly requires, the following rules of interpretation shall apply to this Agreement and each other Loan Document:
(a) The terms "herein," "hereof," "hereto," "hereunder," and similar terms refer to this Agreement as a whole and not to any particular Article, Section, or clause hereof.
(b) References to an "Article," "Section," "Exhibit," or "Schedule" refer to an Article or Section of, or an Exhibit or Schedule to, this Agreement, unless another document is specifically referenced.
(c) The word "including" (and with correlative meaning "include" and "includes") means "including without limitation" and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.
(d) Words in the singular shall include the plural and vice versa, and words importing one gender shall include any other gender, as the context requires.
(e) References to any Person include the successors and permitted assigns of such Person.
(f) References to any agreement, instrument, or document shall include all subsequent amendments, restatements, supplements, and other modifications thereto, but only to the extent such amendments, restatements, supplements, and other modifications are not prohibited by this Agreement or any other Loan Document.
(g) References to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing, or interpreting such law and all rules and regulations promulgated thereunder, unless the context otherwise requires.
(h) Article, Section, Exhibit, and Schedule headings herein are included for convenience of reference only and shall not constitute a part of this Agreement for any other purpose or be given any substantive effect.
(i) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each means "to but excluding."
(j) The terms "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
Section 1.03 — Accounting Terms
(a) All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, subject to the provisions of this Section 1.03. The audited financial statements of the Borrower and its Subsidiaries shall be prepared in accordance with GAAP consistently applied by Vance Thornbury & Co. LLP, an independent registered public accounting firm of recognized national standing, or such other independent registered public accounting firm as may be appointed by the Borrower and reasonably acceptable to the Administrative Agents.
(b) If at any time any change in GAAP (including the adoption of IFRS) would affect the computation of any financial ratio or requirement set forth in this Agreement or any other Loan Document, and either the Borrower or the Required Lenders shall so request, the Administrative Agents, the Lenders, and the Borrower shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP; provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and (ii) the Borrower shall provide to the Administrative Agents and the Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP.
Section 1.04 — Rounding
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number). All financial calculations under this Agreement shall be made on a pro forma basis to the extent required herein.
Section 1.05 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to Eastern Time (daylight or standard, as applicable).
Section 1.06 — Rates
(a) Benchmark Replacement. Notwithstanding anything to the contrary in this Agreement or in any other Loan Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to any setting of the then-current Benchmark, then the applicable Administrative Agent, in consultation with the Borrower, shall have the right to amend this Agreement to replace SOFR (or any other then-current Benchmark) with a Benchmark Replacement for each setting of SOFR (or such other Benchmark) going forward. Any such amendment shall become effective at 5:00 p.m. (Eastern Time) on the fifth (5th) Business Day after the applicable Administrative Agent has posted such proposed amendment to all affected Lenders and the Borrower, so long as the applicable Administrative Agent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Required Lenders.
(b) Benchmark Replacement Conforming Changes. In connection with the implementation and administration of a Benchmark Replacement, the applicable Administrative Agent shall have the right to make Benchmark Replacement Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Loan Document, any amendments implementing such Benchmark Replacement Conforming Changes will become effective without any further action or consent of any other party to this Agreement or any other Loan Document.
(c) Notices; Standards for Decisions and Determinations. The applicable Administrative Agent will promptly notify the Borrower and the Lenders of (i) the implementation of any Benchmark Replacement and (ii) the effectiveness of any Benchmark Replacement Conforming Changes. Any determination, decision, or election that may be made by the applicable Administrative Agent or, if specified, the Required Lenders pursuant to this Section 1.06, including any determination with respect to a tenor, rate, or adjustment, or of the occurrence or non-occurrence of an event, circumstance, or date, and any decision to take or refrain from taking any action, shall be conclusive and binding absent manifest error and may be made in its or their sole discretion and without consent from any other party to this Agreement or any other Loan Document, except in each case as expressly required pursuant to this Section 1.06.
ARTICLE II — THE COMMITMENTS AND CREDIT EXTENSIONS
Section 2.01 — Term Loans
(a) Term Loan Commitments.  Subject to the terms and conditions set forth herein, each Term Loan Lender severally agrees to make a term loan (each, a "Term Loan") to the Borrower on the Closing Date in an amount equal to such Term Loan Lender's Term Loan Commitment as set forth on Schedule 1.01(a). The Term Loans shall be made in a single drawing on the Closing Date in an aggregate principal amount of Five Hundred Million Dollars ($500,000,000). The Term Loan Commitment of each Term Loan Lender shall terminate immediately and without further action upon the funding of such Term Loan Lender's Term Loan on the Closing Date. Amounts borrowed under this Section 2.01(a) and subsequently repaid or prepaid may not be re-borrowed.
(b) Borrowing of Term Loans.  The Term Loans shall be drawn in a single Borrowing on the Closing Date, subject to satisfaction of the conditions precedent set forth in Section 3.01. The proceeds of the Term Loans shall be applied by the Borrower on the Closing Date as follows: (i) to fund a portion of the merger consideration payable to the stockholders of VeloPay Systems, Inc. pursuant to the Merger Agreement (aggregate merger consideration of approximately $1,900,000,000, representing $20.00 per share on a fully diluted basis), (ii) to refinance and repay in full the Existing Credit Facility with Meridian Commercial Credit Corp. (in the aggregate payoff amount of approximately $113,230,000, consisting of approximately $112,000,000 in outstanding principal plus approximately $1,230,000 in accrued and unpaid interest through the Closing Date), (iii) to pay Transaction Expenses, and (iv) for general corporate purposes of the Borrower and its Subsidiaries. The Borrower shall deliver to Tralvendo National Bank, as Term Loan Administrative Agent, an irrevocable Committed Loan Notice requesting the Term Loan Borrowing no later than three (3) Business Days prior to the Closing Date (or such shorter period as may be agreed by Tralvendo National Bank in its sole discretion).
(c) Repayment of Term Loans.  The Borrower shall repay the Term Loans in consecutive quarterly installments, each in the aggregate principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) (representing 0.25% of the original aggregate principal amount of the Term Loans), payable on the last Business Day of each fiscal quarter, commencing on the last Business Day of the first full fiscal quarter after the Closing Date (expected to be September 30, 2025). The remaining aggregate principal balance of the Term Loans, together with all accrued and unpaid interest thereon and all other amounts owing in respect thereof, shall be due and payable on the Term Loan Maturity Date (July 22, 2032). All amounts repaid or prepaid in respect of the Term Loans may not be re-borrowed.
Section 2.02 — Revolving Credit Facility
(a) Revolving Commitments.  Subject to the terms and conditions set forth herein, each Revolving Lender severally agrees to make revolving loans (each, a "Revolving Loan") to the Borrower from time to time from the Closing Date until the Revolving Maturity Date (July 22, 2030), in an aggregate principal amount at any time outstanding not to exceed such Revolving Lender's Revolving Commitment as set forth on Schedule 1.01(b); provided that at no time shall the aggregate outstanding principal amount of all Revolving Loans, plus the aggregate undrawn face amount of all outstanding Letters of Credit, plus the aggregate outstanding principal amount of all Swingline Loans, exceed the Aggregate Revolving Commitments (Two Hundred Sixty Million Dollars ($260,000,000)). Revolving Loans may be borrowed, repaid, and re-borrowed from time to time during the Revolving Availability Period in accordance with the provisions hereof.
(b) Initial Revolving Draw.  On the Closing Date, subject to satisfaction of the conditions precedent set forth in Section 3.01, the Borrower shall borrow Revolving Loans in the aggregate principal amount of Two Hundred Fifty-Four Million Seven Hundred Thousand Dollars ($254,700,000) (the "Initial Revolving Draw") to fund the balance of the Transaction consideration, the payoff of the Existing Credit Facility, and Transaction Expenses (as the balancing item in the sources and uses for the Transaction). The Initial Revolving Draw shall be deemed to constitute the initial Credit Extension under the Revolving Credit Facility. The Borrower shall deliver to Prairie State Bank, N.A., as Revolving Administrative Agent, an irrevocable Co

SENIOR SECURED CREDIT AGREEMENT

THE SEVERAL LENDERS FROM TIME TO TIME PARTIES HERETO

Record

Parties

Dates

Amounts