Attention: General Counsel / Loan Administration Atlas Commercial Lending Corp. 300 Vesey Street New York, NY 10281
Dear Sir or Madam:
We write on behalf of our client, Solara Digital Infrastructure Fund VI LP ("Fund VI"), in connection with Fund VI's pending acquisition of Cloudium Technologies plc ("Cloudium") and the anticipated repayment of all outstanding indebtedness under the credit facilities described below. This matter is being handled under our Matter No. 1041-00003.
**I. Background**
Calderwood & Harkness LLP represents Fund VI in connection with the acquisition of Cloudium pursuant to that certain Agreement and Plan of Merger, dated as of January 22, 2024 (the "Merger Agreement"), by and among Cloudium Technologies plc, Stratos Merger Sub Inc. ("Merger Sub"), and Solara Digital Infrastructure Fund VI LP. The transaction is structured as a reverse triangular merger in which Merger Sub will merge with and into Cloudium, with Cloudium surviving as a wholly owned subsidiary of Fund VI (the "Transaction"). Closing of the Transaction is anticipated to occur on or about July 9, 2024 (the "Anticipated Closing Date"). A copy of the executed Merger Agreement is available upon request for verification purposes.
**II. Identification of Existing Indebtedness**
We understand that Cloudium, as borrower, is party to that certain Credit Agreement, dated as of March 15, 2021 (as amended, restated, supplemented, or otherwise modified from time to time, the "Existing Credit Agreement"), with Atlas Commercial Lending Corp. ("Atlas"), as administrative agent, and the lenders party thereto. The outstanding indebtedness under the Existing Credit Agreement consists of the following:
- **Term Loan Facility:** Approximately $620,000,000 in aggregate principal amount outstanding; - **Revolving Credit Facility:** Approximately $200,000,000 drawn (out of a total revolving commitment of $400,000,000); and - **Total Estimated Payoff:** Approximately $820,000,000, subject to per diem interest accrual and any additional fees, costs, or other amounts owing.
We note that the consummation of the Transaction constitutes a "change of control" under the Existing Credit Agreement, which triggers mandatory prepayment obligations with respect to all outstanding indebtedness thereunder. Accordingly, all outstanding obligations under the Existing Credit Agreement will be repaid in full concurrently with the closing of the Transaction.
**III. Request for Payoff Letter**
We respectfully request that Atlas, in its capacity as administrative agent under the Existing Credit Agreement, prepare and deliver a payoff letter (the "Payoff Letter") setting forth the following:
1. The aggregate amount required to repay in full all outstanding obligations under the Existing Credit Agreement (including both the term loan facility and the revolving credit facility), including, without limitation, all outstanding principal, accrued and unpaid interest, any breakage costs, prepayment premiums (if any), fees, expenses, indemnification amounts, and any other amounts owing to Atlas, the lenders, or any other secured party under the Existing Credit Agreement and related loan documents (collectively, the "Payoff Amount");
2. Per diem interest accrual amounts for each day following the stated payoff date, to accommodate any adjustment in the event the closing of the Transaction occurs on a date other than the Anticipated Closing Date;
3. Wire transfer instructions for remittance of the Payoff Amount to the appropriate account(s);
4. Confirmation that, upon receipt of the Payoff Amount in full in immediately available funds, all obligations of Cloudium and any guarantors under the Existing Credit Agreement and related loan documents shall be deemed satisfied, paid in full, and discharged; and
5. Confirmation that, upon receipt of the Payoff Amount, all commitments under the revolving credit facility shall be permanently terminated.
We request that the Payoff Amount be calculated as of an assumed payoff date of July 9, 2024, with per diem figures provided to facilitate adjustment if closing occurs on a different date.
**IV. Request for UCC Termination Statements and Lien Releases**
In connection with the repayment of the Payoff Amount, we further request that Atlas prepare, execute, and deliver (or cause to be prepared, executed, and delivered) the following:
1. **UCC-3 Financing Statement Amendments (Terminations):** UCC-3 termination statements with respect to all UCC-1 financing statements filed in connection with the Existing Credit Agreement and related security documents, in all applicable jurisdictions;
2. **Lien and Security Interest Releases:** Releases, in recordable form where applicable, of all liens, security interests, mortgages, pledges, assignments, and encumbrances granted in favor of Atlas (or any agent or lender under the Existing Credit Agreement), including, without limitation, any security interests in intellectual property (including releases or terminations of any trademark security agreements, patent security agreements, copyright security agreements, and any corresponding filings with the United States Patent and Trademark Office and the United States Copyright Office); and
3. **Additional Release Documents:** Any other instruments, agreements, or documents necessary or appropriate to evidence the full release and discharge of all collateral and security interests granted in connection with the Existing Credit Agreement.
We request that the foregoing termination statements and release documents be delivered in escrow, to become effective upon, and conditioned solely upon, Atlas's receipt of the Payoff Amount in full in immediately available funds. We further request that Atlas authorize its counsel or a designated officer to release such documents simultaneously with the closing of the Transaction.
**V. Timing and Delivery Instructions**
Given the Anticipated Closing Date of July 9, 2024, we respectfully request that the Payoff Letter be delivered **no later than July 5, 2024**, to allow sufficient time for review and confirmation prior to closing. We similarly request that the UCC-3 termination statements and all lien release documents be delivered in executable form by the same date.
Please deliver all documents electronically to the following:
- **Andrew Fitzpatrick**, Calderwood & Harkness LLP — afitzpatrick@calderwoodharkness.com - **Tiffany Rosenthal**, Calderwood & Harkness LLP — trosenthal@calderwoodharkness.com - **Harrison Wexford**, Calderwood & Harkness LLP — hwexford@calderwoodharkness.com - **Nadia Chowdhury**, General Counsel, Cloudium Technologies plc, 600 Townsend Street, Suite 800, San Francisco, CA 94103 — nchowdhury@cloudium.com
**VI. Contact Information and Borrower Consent**
Please direct any questions regarding this request, or coordinate delivery of responsive documents, through the undersigned at the contact information below. We note that Cloudium's General Counsel, Nadia Chowdhury, is aware of and consents to this request. As Cloudium is the borrower under the Existing Credit Agreement, the Company will cooperate as needed to facilitate the preparation and delivery of the requested documents.
We appreciate Atlas's prompt attention to this matter and look forward to working with you to ensure a smooth and timely closing. Please do not hesitate to contact me if you have any questions or require any additional information.
Very truly yours,
**Andrew Fitzpatrick** Associate Calderwood & Harkness LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 558-7340 Email: afitzpatrick@calderwoodharkness.com
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