1041-00003 · Solara Digital Infrastructure LP · Financing

credit-agreement-initial-draft-sc-comments.docx DOCUMENT M&A / Corporate

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CONFIDENTIAL TREATMENT REQUESTED

SENIOR SECURED CREDIT FACILITIES

Matter No.: 1041-00003

IMPORTANT NOTICE: This is provided for discussion purposes only. This is not intended to constitute, and shall not be deemed to constitute, a binding obligation, agreement, or commitment on the part of any party hereto, including Solara Digital Infrastructure Fund VI LP, Meridian Atlantic Bank, N.A., Ironclad Capital Markets LLC, or any of their respective affiliates. All terms and conditions set forth herein are preliminary, indicative, and subject to: (i) the negotiation and execution of , (ii) completion of due diligence satisfactory to the lenders and their counsel, (iii) receipt of all required internal credit and investment committee approvals, and (iv) negotiation and execution of definitive loan documentation. Final terms will be governed exclusively by the definitive Credit Agreement and related documentation.

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Borrower (Post-Closing): Cloudium Technologies plc (as the surviving corporation in the Merger, as defined below), a public limited company incorporated under the laws of England and Wales, Company No. 09734521 (the "Borrower"). It is currently anticipated that the Borrower will be re-domesticated to a United States jurisdiction following the Closing Date. Alternatively, the parties may determine, prior to the Closing Date, to designate a newly formed Delaware entity as the Borrower in lieu of Cloudium Technologies plc; such determination to be made in consultation with tax counsel and subject to lender consent. Any such restructuring shall not adversely affect the collateral package or the credit profile of the credit facilities.

Sponsor: Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI"). Fund VI is a 2022 vintage fund with $12.4 billion in committed capital. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company. Fund VI is managed by Solara Digital Infrastructure LP and its affiliates.

Parent / Equity Holder: Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership, with its principal office located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara manages approximately $38 billion in assets under management across multiple fund vintages and co-investment vehicles focused on digital infrastructure, enterprise software, and technology-enabled services.

** ** Cloudium Technologies plc ("Cloudium" or the "Company"), a company incorporated under the laws of England and Wales, listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." Cloudium is a cloud-based enterprise software company providing infrastructure-as-a-service and platform-as-a-service solutions to enterprise customers globally. The Company's U.S. headquarters are located at 600 Townsend Street, Suite 800, San Francisco, California 94103, and its registered office is at 45 Broadwick Street, London W1F 0DB, United Kingdom.

** ** Fund VI intends to acquire 100% of the issued and outstanding share capital of Cloudium Technologies plc (the "Acquisition") pursuant to definitive Agreement and Plan of Merger (the "Merger Agreement") among Fund VI, Stratos Merger Sub Inc. (a Delaware corporation and wholly owned subsidiary of Fund VI, formed for the purpose of effecting the Merger) ("Merger Sub"), and Cloudium. The Acquisition will be structured as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"), whereby Merger Sub will merge with and into Cloudium, with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI (the "Merger"). Upon consummation of the Merger, each outstanding share of Cloudium common stock (other than shares held by dissenting shareholders, shares cancelled in the Merger, and shares subject to rollover arrangements) will be converted into the right to receive the per-share Merger Consideration in cash.

Total Enterprise / Deal Value: $6,800,000,000 (six billion eight hundred million dollars).

Per-Share Merger Consideration: Approximately $36.92 per share, based on 184,200,000 shares of Cloudium common stock outstanding as of the date hereof (subject to adjustment for any shares issued, cancelled, or repurchased prior to the Closing Date, including shares issued upon the exercise of vested options or settlement of restricted stock units).

Selected Financial Data:

Sources and Uses of Funds

The following table sets forth the anticipated sources and uses of funds in connection with the Acquisition. All amounts are estimates and are subject to adjustment based on final share count, working capital adjustments, and actual transaction expenses at the time of closing.

Uses of Funds

The existing indebtedness to be repaid at closing consists of the following obligations of Cloudium currently outstanding under that certain Credit Agreement, dated as of March 15, 2021, among Cloudium Technologies plc, as borrower, Atlas Commercial Lending Corp., as administrative agent, and the lenders party thereto: (a) approximately $620,000,000 in aggregate principal amount outstanding under a senior secured term loan facility, and (b) approximately $200,000,000 in aggregate principal amount drawn under a senior secured revolving credit facility. The change of control provisions of the existing Atlas Commercial Lending Corp. credit agreement require mandatory prepayment of all outstanding obligations thereunder upon consummation of the Acquisition. Payoff letters and UCC-3 termination statements (and equivalent release documentation in applicable foreign jurisdictions) shall be delivered at or prior to the Closing Date.

Sources of Funds

The equity contribution from Fund VI includes a co-investment of $425,000,000 from Solara Digital Co-Invest VI-A LP, a special purpose co-investment vehicle organized as a Delaware limited partnership and managed by affiliates of Solara. The Revolving Credit Facility will not be drawn at closing but will be available for working capital and general corporate purposes of the Borrower and its subsidiaries following the Closing Date.

Rollover Equity — Detail: Certain existing shareholders of Cloudium have agreed, or are expected to agree, to contribute a portion of their equity interests in Cloudium to Fund VI (or a holding vehicle designated by Fund VI) in exchange for equity interests in the post-closing holding structure, in lieu of receiving the cash Merger Consideration for such shares. The rollover equity consists of:

(a) Jonathan Hargrove (Chief Executive Officer of Cloudium): Mr. Hargrove will roll over 50% of his 7,736,400 shares of Cloudium common stock (i.e., 3,868,200 shares), with an implied value of approximately $142,814,544, based on the per-share Merger Consideration of approximately $36.92.

(b) Pinnacle Growth Ventures LLC: Pinnacle Growth Ventures LLC, an existing institutional shareholder of Cloudium, will roll over 60% of its 21,367,200 shares of Cloudium common stock (i.e., 12,820,320 shares), with an implied value of approximately $473,241,408, based on the per-share Merger Consideration of approximately $36.92.

The terms of the rollover arrangements will be set forth in one or more Rollover Agreements to be executed concurrently with the Merger Agreement. The aggregate implied value of the rollover equity is approximately $616,055,952.

Closing Date Leverage

The following table summarizes the projected leverage profile of the Borrower on the Closing Date, on both an unadjusted and pro forma basis:

The leverage profile at closing is consistent with market precedents for sponsor-backed acquisitions of subscription-based software companies, where elevated closing leverage is customary in light of the predictability and recurring nature of the target's revenue streams, favorable free cash flow conversion characteristics, and the availability of identified cost savings and operational synergies.

Type: Senior Secured Term Loan B Facility (the "Term Loan B" or the "Term Loan B Facility").

Aggregate Principal Amount: $3,740,000,000 (three billion seven hundred forty million dollars).

Lenders: Meridian Atlantic Bank, N.A. (in its capacity as Lead Arranger, Sole Bookrunner, and Administrative Agent) and Ironclad Capital Markets LLC (in its capacity as Co-Arranger and Joint Bookrunner) (collectively, the "Arrangers"), together with a syndicate of institutional lenders to be identified and assembled through a primary syndication process to be conducted by the Arrangers following execution of the definitive Debt Commitment Letter. The composition of the final lender syndicate shall be subject to the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned, or delayed) with respect to any proposed lender that is included on the disqualified lender list maintained by the Borrower.

Lenders' Counsel: Winthrop & Hale LLP, 901 New York Avenue NW, Washington, DC 20001 (lead partner: Christine Novak; London office: 125 Old Broad Street, London EC2N 1AR, United Kingdom). Winthrop & Hale LLP will serve as primary counsel to the Administrative Agent and the Arrangers in connection with the preparation of the definitive Credit Agreement, and all ancillary loan documentation.

The Term Loan B Facility will mature on the date that is seven (7) years after the Closing Date. If the Closing Date occurs on or around the currently scheduled outside date under the Merger Agreement of June 30, 2024, the maturity date would be approximately June 30, 2031. The actual maturity date will be determined based on the actual Closing Date. [*Note to draft: Actual closing .*]

Borrowings under the Term Loan B Facility shall bear interest at a rate per annum equal to:

Adjusted Term SOFR (as published by the Federal Reserve Bank of New York or its successor administrator, and as adjusted for a customary credit spread adjustment in accordance with market convention) plus 325 basis points (3.25%).

The following additional terms apply to the interest rate on the Term Loan B Facility:

(a) SOFR Floor: The Term SOFR component of the interest rate shall be subject to a floor of 0.50% per annum (i.e., if the applicable Term SOFR rate is less than 0.50%, the Term SOFR rate shall be deemed to be 0.50% for purposes of calculating interest).

(b) Interest Periods: The Borrower may select interest periods of one (1), three (3), or six (6) months at its election, subject to customary provisions regarding the availability of such interest periods and coordination with the payment dates.

(c) Default Rate: Upon the occurrence and during the continuance of any Event of Default, the interest rate on all outstanding obligations under the Term Loan B Facility shall be increased by an additional 2.00% per annum above the rate otherwise applicable (the "Default Rate"). The Default Rate shall apply automatically upon the occurrence of an Event of Default arising from non-payment or bankruptcy, and upon notice from the Administrative Agent (acting at the direction of the Required Lenders) for all other Events of Default.

A ticking fee shall accrue on the undrawn Term Loan B commitments at a rate of 0.25% per annum, calculated on the aggregate amount of undrawn commitments. The ticking fee shall:

(a) Commence on the date that is ninety (90) days after the date of execution of the Merger Agreement (i.e., if the Merger Agreement is executed on January 22, 2024, the ticking fee shall commence accruing on April 22, 2024);

(b) Be payable quarterly in arrears; and

(c) Cease accruing upon the earlier of (i) the funding of the Term Loan B on the Closing Date and (ii) the termination of the Term Loan B commitments (whether by expiration of the outside date, termination of the Merger Agreement, or otherwise).

The Term Loan B Facility shall amortize at a rate equal to 1.00% per annum of the original aggregate principal amount thereof, payable in equal quarterly installments. Each quarterly amortization payment shall be equal to 0.25% of the original aggregate principal amount, which equals $9,350,000 per quarter (based on an original principal amount of $3,740,000,000). Amortization payments shall commence on the following the Closing Date. The entire remaining outstanding principal balance of the Term Loan B shall be due and payable on the maturity date.

Original Issue discount (OID)

The Term Loan B is expected to be issued at a discount to par value. The specific original issue discount is to be determined based on market conditions at the time of pricing and syndication, and is subject to the market flex provisions to be included in the . The current expectation, based on preliminary market feedback, is that the OID will be in the range of 99.50 to 99.75 cents on the dollar (i.e., a discount of 25 to 50 basis points). The final OID will be set at the time of pricing, in consultation between the Arrangers and the Sponsor.

Type: Senior Secured Revolving Credit Facility (the "Revolving Facility" or the "Revolving Credit Facility").

Aggregate Commitment Amount: $500,000,000 (five hundred million dollars).

Drawn at Closing: $0. The Revolving Credit Facility is not expected to be drawn at the Closing Date. The Revolving Facility will be available for working capital needs, general corporate purposes, and permitted acquisitions of the Borrower and its restricted subsidiaries following the Closing Date.

Lenders: The Revolving Credit Facility will be provided by the same syndicate of lenders providing the Term Loan B Facility, or a subset thereof as determined through the syndication process. Meridian Atlantic Bank, N.A. shall serve as the Administrative Agent for the Revolving Facility.

The Revolving Credit Facility will mature on the date that is five (5) years after the Closing Date. Based on an assumed Closing Date of approximately June 30, 2024, the maturity date for the Revolving Facility would be approximately June 30, 2029. [*Note to draft: Actual closing .*]

Borrowings under the Revolving Credit Facility shall bear interest at a rate per annum equal to:

The following additional terms apply:

(a) SOFR Floor: 0.00% (i.e., no floor on the SOFR component for the Revolving Credit Facility).

(c) Default Rate: Upon the occurrence and during the continuance of any Event of Default, an additional 2.00% per annum above the otherwise applicable rate.

A commitment fee shall accrue on the daily average undrawn and uncancelled revolving commitments under the Revolving Credit Facility at a rate of 0.375% per annum. The commitment fee shall be payable quarterly in arrears, commencing on the first full fiscal quarter-end following the Closing Date, and shall be calculated on the basis of actual days elapsed over a 360-day year.

The Revolving Credit Facility shall include the following sub-facilities:

(a) Letter of Credit Sub-Facility: A sub-limit of $75,000,000 shall be available for the issuance of standby and commercial letters of credit by the issuing bank (initially, Meridian Atlantic Bank, N.A., or such other issuing bank as may be designated). Letters of credit shall reduce availability under the Revolving Facility on a dollar-for-dollar basis. The maximum term of any letter of credit shall not exceed twelve (12) months (subject to auto-renewal provisions).

(b) Swingline Loan Sub-Facility: A sub-limit of $50,000,000 shall be available for same-day and overnight swingline borrowings from the swingline lender (initially, Meridian Atlantic Bank, N.A.). Swingline loans shall reduce availability under the Revolving Facility on a dollar-for-dollar basis and shall be repaid within a customary period (not to exceed seven (7) business days, unless converted into a revolving borrowing).

Closing Conditions (Certain Funds / SunGard Conditionality)

The conditions precedent to the initial funding of the Term Loan B Facility and the establishment of the Revolving Credit Facility on the Closing Date shall be limited to those conditions customary for a "certain funds" or "SunGard"-style financing commitment. The parties acknowledge that the purpose of limiting the closing conditions is to provide the Borrower and the Sponsor with a high degree of certainty as to the availability of the committed financing on the Closing Date, subject only to the following conditions:

1. Consummation of the Acquisition. The Acquisition shall be consummated substantially concurrently with the initial funding of the Term Loan B Facility, in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendment, modification, waiver, or consent with respect to any provision of the Merger Agreement that is materially adverse to the interests of the lenders, unless such amendment, modification, waiver, or consent has been approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned, or delayed).

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

(a) Specified Acquisition Agreement Representations: Those representations and warranties made by Cloudium in the Merger Agreement that are conditions to the obligation of Fund VI (or Merger Sub) to consummate the Acquisition (i.e., the "bring-down" of the target's representations that must be satisfied for the buyer to be obligated to close under the Merger Agreement).

(b) Specified Borrower Representations: Certain customary representations and warranties of the Borrower to be made in the Credit Agreement, limited to: (i) organization and existence; (ii) due authorization, execution, delivery, and enforceability of the loan documents; (iii) no conflicts with organizational documents, applicable law, or material agreements; (iv) solvency (on a consolidated basis after giving effect to the Acquisition and the related transactions); (v) compliance with Federal Reserve Regulations U and X (margin regulations); (vi) non-status as an "investment company" under the Investment Company Act of 1940, as amended; (vii) compliance with the USA PATRIOT Act, OFAC sanctions programs, and anti-corruption laws (including the Foreign Corrupt Practices Act and the UK Bribery Act 2010); and (viii) use of proceeds.

3. Delivery of Customary Closing Documents. The Borrower shall have delivered (or caused to be delivered) to the Administrative Agent the following closing documents, in each case in form and substance reasonably satisfactory to the Administrative Agent:

(a) Duly executed counterparts of the Credit Agreement, the Guarantee and Collateral Agreement, and each other security document and ancillary loan document required to be delivered on the Closing Date;

(b) A solvency certificate, executed by the Chief Financial Officer of the surviving entity (or such other senior financial officer as may be acceptable to the Administrative Agent), certifying that, after giving effect to the Acquisition, the Merger, the incurrence of indebtedness under the credit facilities, and the other transactions contemplated hereby, the Borrower and its subsidiaries, on a consolidated basis, are Solvent (as such term will be defined in the Credit Agreement). The form of the solvency certificate shall be prepared by Calderwood & Harkness LLP, counsel to the Sponsor;

(c) Officer's certificates, secretary's certificates (attaching copies of organizational documents, board or member resolutions, and incumbency information), and good standing certificates (or equivalent) for the Borrower and each Subsidiary Guarantor, issued by the appropriate governmental authorities in each entity's jurisdiction of organization;

(d) Legal opinions from Calderwood & Harkness LLP, as counsel to the Borrower, addressed to the Administrative Agent and the lenders, covering such matters as authorization, enforceability, no conflicts, and such other matters as are customary for transactions of this nature;

(e) Evidence of insurance coverage (including property, casualty, and liability insurance) satisfactory to the Administrative Agent, naming the Administrative Agent as additional insured and loss payee as its interests may appear, and including evidence of the representations and warranties insurance policy issued by Northfield Assurance Ltd., Policy No. NFA-TRI-2024-00487, in connection with the Acquisition;

(f) Payoff letters from Atlas Commercial Lending Corp. (as administrative agent under Cloudium's existing credit agreement), confirming the aggregate payoff amount and providing for the release of all liens and security interests upon receipt of such payoff amount, together with UCC-3 termination statements and intellectual property security interest release forms in recordable form;

(g) Such other customary closing documents, certificates, and instruments as may be reasonably requested by the Administrative Agent in connection with the closing of the credit facilities.

4. Payment of Fees and Expenses. All fees, premiums, expenses, and other amounts required to be paid on the Closing Date pursuant to the Credit Agreement, the Fee Letter, and any other loan documents shall have been paid (or arrangements for payment satisfactory to the Administrative Agent shall have been made), including without limitation: (a) the arrangement fees and upfront fees payable to the Arrangers as set forth in the Fee Letter; (b) the original issue discount on the Term Loan B; and (c) the legal fees and disbursements of Winthrop & Hale LLP as counsel to the Administrative Agent and the Arrangers.

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

6. KYC / AML / Beneficial Ownership. The Administrative Agent and the lenders shall have received, at least ten (10) business days prior to the Closing Date, all documentation and information required under applicable "know your customer" rules, anti-money laundering regulations, the USA PATRIOT Act (Title III of Pub. L. 107-56), and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), to the extent such documentation and information has been reasonably requested by the Administrative Agent in writing at least fifteen (15) business days prior to the Closing Date.

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

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

For the avoidance of doubt, the conditions precedent to the initial funding shall not include any condition relating to (i) the absence of a default or event of default (other than a Payment Event of Default or Bankruptcy Event of Default, to the extent arising from the transactions contemplated hereby), (ii) the accuracy of representations and warranties other than the Specified Acquisition Agreement Representations and the Specified Borrower Representations described above, (iii) the delivery of any financial statements or projections other than those available to the Arrangers on or prior to the date hereof, or (iv) the completion of syndication.

Conditions to

Each borrowing under the Revolving Credit Facility after the Closing Date shall be subject to the following conditions precedent, each of which shall be satisfied (or waived by the Administrative Agent) as of the date of such borrowing and after giving effect thereto:

(a) The representations and warranties of the Borrower and each Guarantor set forth in the Credit Agreement shall be true and correct in all material respects (or, in the case of representations qualified by materiality or material adverse effect, in all respects) as of the date of such borrowing (except to the extent such representations relate to a specific earlier date, in which case they shall be true and correct in all material respects as of such earlier date);

(b) No Default or Event of Default shall have occurred and be continuing or would result from such borrowing; and

(c) The Borrower shall have delivered a duly executed borrowing notice to the Administrative Agent in accordance with the terms of the Credit Agreement (including as to timing and minimum borrowing amounts).

For the avoidance of doubt, compliance with the financial covenant set forth in shall not be a condition precedent to any revolving borrowing. The financial covenant is tested only at the end of each fiscal quarter in which revolving utilization exceeds the 40% threshold described in below, and is not a condition to drawing.

The Credit Agreement will contain customary for sponsor-backed leveraged acquisition financings of this type and size.

(a) ** **

(b) ** **

(d) ** **

(e) **Maintenance of Properties .** The Borrower and its restricted subsidiaries shall maintain and preserve all of their material properties and assets in good working order and condition (ordinary wear and tear excepted), to the extent reasonably necessary for the proper conduct of their business.

(f) ** **

(g) ** **

(h) ** **

(i) ** **

(j) ** ** The Borrower and its

(k) ** **

FINANCIAL COVENANTS

The Credit Agreement shall include a single maintenance financial covenant applicable exclusively to the Revolving Credit Facility. The Term Loan B Facility shall be "covenant-lite" and shall not be subject to any maintenance financial covenant.

Testing: The financial covenant shall be tested as of the last day of each fiscal quarter, but only if the aggregate principal amount of revolving loans outstanding on the last day of such fiscal quarter (excluding up to $25,000,000 of undrawn letters of credit for purposes of this threshold calculation) exceeds 40% of the total revolving commitments as of such date (i.e., outstanding revolving loans exceeding $200,000,000 based on current revolving commitments of $500,000,000). This is a "springing" financial covenant — it is only tested in quarters where revolving utilization exceeds the specified threshold.

Covenant Level: As of the last day of any fiscal quarter in which the financial covenant is required to be tested, the First Lien Net Leverage Ratio shall not exceed 5.00:1.00.

Definition: The First Lien Net Leverage Ratio shall be calculated as follows:

First Lien Net Leverage Ratio = (First Lien Debt − Unrestricted Cash and Cash Equivalents (capped at $200,000,000)) ÷ Consolidated Adjusted EBITDA (for the trailing four consecutive fiscal quarters ending on such date)

Where:

• "First Lien Debt" means all funded indebtedness of the Borrower and its restricted subsidiaries that is secured by a first-priority lien on the Collateral (including, without limitation, the outstanding principal amount of the Term Loan B and any drawn amounts under the Revolving Credit Facility, and any incremental first lien debt incurred pursuant to the terms of the Credit Agreement).

• "Unrestricted Cash and Cash Equivalents" means unrestricted cash and cash equivalents of the Borrower and its restricted subsidiaries on a consolidated basis as of the date of determination, subject to a cap of $200,000,000 for purposes of netting against First Lien Debt.

In addition to the maintenance financial covenant described above, the Credit Agreement will include an incurrence-based Total Net Leverage Ratio test that will govern the availability of various negative covenant baskets, including (without limitation) baskets for incremental debt, restricted payments, investments, and other limited activities. The incurrence-based test is not independently tested or reported; rather, it serves as a gating condition for specific actions under the negative covenants.

Definition: The Total Net Leverage Ratio shall be calculated as follows:

Total Net Leverage Ratio = (Total Funded Debt − Unrestricted Cash and Cash Equivalents (capped at $200,000,000)) ÷ Consolidated Adjusted EBITDA (for the trailing four consecutive fiscal quarters ending on such date)

Where "Total Funded Debt" means all funded indebtedness of the Borrower and its restricted subsidiaries on a consolidated basis (including both first-lien and second-lien or unsecured funded debt), determined on a pro forma basis after giving effect to the applicable transaction and any related incurrence or repayment of debt.

Step-Down Schedule: The maximum Total Net Leverage Ratio for incurrence purposes shall be subject to the following step-down schedule:

Consolidated Adjusted EBITDA — Definition

"Consolidated Adjusted EBITDA" shall mean, for any applicable period, the consolidated net income of the Borrower and its restricted subsidiaries for such period, adjusted as follows:

Addbacks (items added to consolidated net income):

(a) Cash and non-cash interest expense (net of interest income) for such period;

(b) Provision for income taxes (whether paid, accrued, or deferred) for such period;

(d) All non-cash charges, expenses, and losses for such period (including, without limitation, stock-based compensation expense, non-cash impairment charges, non-cash purchase accounting adjustments, and non-cash charges arising from the application of ASC 842 or similar lease accounting standards);

(e) Transaction costs, fees, and expenses incurred in connection with the Acquisition (including advisory fees, legal fees, financing fees, insurance premiums, regulatory filing fees, proxy solicitation expenses, and similar costs), capped at $185,000,000 in the aggregate;

(f) Cost savings, synergies, and operating improvements that are projected in good faith by the Borrower to be realized within twenty-four (24) months following the Closing Date (or, with respect to a subsequent acquisition, within twenty-four months of the consummation thereof), as if such cost savings, synergies, and operating improvements had been realized on the first day of the applicable measurement period. [Note: The Sponsor proposes that the cost savings add-back be uncapped for the first 24 months following the Closing Date. The expected run-rate synergies are $110,000,000. The cap on aggregate pro forma adjustments (synergies plus cost savings) is to be negotiated — see below.]

(g) Restructuring and integration charges incurred in connection with the Acquisition or any subsequent permitted acquisition, capped at the greater of $ and % of Consolidated Adjusted EBITDA (each as determined before giving effect to such addbacks);

(h) Management fees, monitoring fees, and transaction advisory fees paid to the Sponsor or its affiliates in accordance with any management agreement permitted under the Credit Agreement;

(i) Extraordinary, unusual, or non-recurring losses, charges, and expenses;

Subtractions (items subtracted from consolidated net income):

(j) Non-cash gains and income for such period (to the extent included in consolidated net income);

(k) Extraordinary, unusual, or non-recurring gains for such period;

Pro Forma Adjustments:

(l) Pro forma adjustments shall be permitted for acquisitions, dispositions, and other designated events (including, without limitation, facility closures, cost reduction programs, and operational restructurings) that occur during the applicable measurement period, as if such events had occurred on the first day of such period, in each case calculated in good faith by a responsible financial officer of the Borrower and supported by reasonable detail delivered to the Administrative Agent.

Add-Back Limitations: Total pro forma adjustments (consisting of projected cost savings, synergies, and operating improvements described in clause (f) above) shall not exceed % of Consolidated Adjusted EBITDA (calculated before giving effect to such pro forma adjustments) for any measurement period.

NEGATIVE COVENANTS

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

Indebtedness

The Borrower and its restricted subsidiaries shall not incur, create, assume, or otherwise become liable for any indebtedness, except as follows:

(a) Incremental Term Loan Facility. The Borrower may incur incremental term loan indebtedness under the Credit Agreement in an aggregate principal amount not to exceed the greater of: (i) a fixed dollar basket of $ (to be negotiated; expected amount approximately $500,000,000) and (ii) an incurrence-based amount such that, on a pro forma basis after giving effect to the incurrence of such incremental term loans and the application of proceeds thereof, the First Lien Net Leverage Ratio does not exceed 5.00:1.00 . The fixed dollar basket and the incurrence-based basket may be used simultaneously and in combination. Incremental term loans shall have terms and conditions substantially consistent with those of the Term Loan B (or, to the extent the terms are not substantially consistent, shall be reasonably satisfactory to the Administrative Agent), and shall mature no earlier than the maturity date of the Term Loan B.

(b) Incremental Revolving Commitments. The Borrower may obtain incremental revolving commitments under the Revolving Credit Facility, subject to terms and conditions to be agreed in the definitive Credit Agreement.

(c) Incremental Equivalent Debt. The Borrower may incur incremental equivalent debt (i.e., indebtedness incurred outside of the Credit Agreement but secured on a pari passu or junior lien basis with the obligations under the credit facilities), subject to compliance with the applicable leverage incurrence test and entry into a customary intercreditor agreement the Administrative Agent.

(d) Ratio Debt (Unsecured or Junior Lien). The Borrower may incur unsecured or junior lien indebtedness, subject to an incurrence test requiring that the pro forma Total Net Leverage Ratio does not exceed .

(e) Additional Permitted Indebtedness. Additional carveouts for: (i) capital leases and purchase money indebtedness (subject to a basket ); (ii) general indebtedness basket of $ or [●]% of total assets; (iii) non-recourse indebtedness of unrestricted subsidiaries; (iv) intercompany indebtedness (subject to subordination requirements for intercompany loans from non-guarantor subsidiaries to loan parties); (v) indebtedness in respect of letters of credit, bank guarantees, and performance bonds; (vi) indebtedness arising under hedging agreements entered into in the ordinary course; and (vii) such other customary exceptions as may be agreed.

Liens

The Borrower and its restricted subsidiaries shall not create, incur, assume, or permit to exist any lien on any of their respective properties or assets, except for customary permitted liens, including without limitation:

(a) Liens securing obligations under the credit facilities;

(b) Liens securing permitted indebtedness (including incremental debt and incremental equivalent debt, subject to applicable intercreditor arrangements);

(c) Purchase money liens and liens securing capital lease obligations, in each case limited to the assets acquired or financed;

(d) Existing liens described on a schedule to be delivered on the Closing Date;

(e) Statutory liens (including tax liens, mechanic's liens, materialman's liens, landlord's liens, and similar liens arising by operation of law), in each case arising in the ordinary course of business and not yet delinquent or being contested in good faith;

(f) Liens arising from judgments that do not constitute an Event of Default;

(g) Liens on cash or cash equivalents securing obligations in respect of letters of credit or bank guarantees;

(h) A general lien basket of $ or [●]% of total assets; and

(i) Such other customary permitted liens as may be agreed in the definitive Credit Agreement.

The Borrower and its restricted subsidiaries shall not merge, consolidate with, or dissolve into any other person, or sell, transfer, lease, or otherwise dispose of all or substantially all of their respective assets, except in the following customary permitted circumstances:

(a) Mergers among wholly owned subsidiary guarantors;

(b) Mergers of any subsidiary into the Borrower or another Subsidiary Guarantor (provided the Borrower or such Subsidiary Guarantor is the surviving entity);

(c) Liquidations or dissolutions of subsidiaries, to the extent the assets of such subsidiaries are transferred to the Borrower or a Subsidiary Guarantor;

(d) Mergers or consolidations otherwise permitted under the asset disposition covenant; and

(e) Such other customary exceptions as may be agreed.

Restricted Payments (Dividends, Distributions, Equity Redemptions)

The Borrower and its restricted subsidiaries shall not declare or make any dividend, distribution, or other restricted payment (including redemptions, repurchases, and retirements of equity interests), except pursuant to the following baskets and exceptions:

(a) Builder Basket. A cumulative basket calculated by reference to ;

(b) General Restricted Payment Basket. A fixed dollar basket of $ available for restricted payments at any time;

(c) Leverage-Based Basket. restricted payments, subject to the condition that, on a pro forma basis after giving effect to such restricted payment, the Total Net Leverage Ratio does not exceed ;

(d) Tax Distributions. Distributions to fund the tax obligations of Fund VI and its direct and indirect equity holders, in an amount not to exceed the assumed tax liability of such equity holders (calculated at the highest combined marginal federal, state, and local tax rates applicable to individuals or corporations, as applicable);

(e) Management Fee Payments. Payments to the Sponsor and its affiliates of management fees, monitoring fees, and advisory fees, in each case in amounts consistent with the management agreement to be entered into on the Closing Date and capped at ;

(f) Available Amount Basket. A cumulative basket calculated by reference to 50% of consolidated net income (to the extent positive) for each fiscal quarter following the Closing Date, plus the net cash proceeds of equity contributions received by the Borrower after the Closing Date, subject to terms to be agreed; and

(g) Such other customary exceptions as may be agreed (including de minimis baskets and baskets for repurchases of equity interests from employees).

Investments

The Borrower and its restricted subsidiaries shall not make or hold any investment in any other person, except for customary permitted investments, including:

(a) Investments in cash equivalents and short-term marketable securities;

(b) Intercompany loans and investments (subject to subordination requirements for intercompany loans from non-guarantor subsidiaries to loan parties );

(c) Investments constituting permitted acquisitions, subject to compliance with the applicable pro forma leverage ratio test, the absence of any default or event of default (both before and after giving effect to such acquisition), and such other conditions as may be agreed;

(d) Investments in the Sponsor and its affiliates, subject to customary limitations;

(e) A general investment basket of $ ; and

(f) Such other customary permitted investments as may be agreed.

Asset Sales

The Borrower and its restricted subsidiaries shall not sell, transfer, lease, or otherwise dispose of any assets (other than in the ordinary course of business), except in customary permitted circumstances. The net cash proceeds from any asset sale (above an annual de minimis threshold of $ ) shall be subject to a mandatory reinvestment period of twelve (12) months (with an additional six (6) month extension for committed reinvestment), after which any remaining net cash proceeds shall be applied as a mandatory prepayment of the credit facilities in accordance with hereof.

Transactions with Affiliates

The Borrower and its restricted subsidiaries shall not enter into any transaction with any affiliate, except on terms that are no less favorable to the Borrower or such subsidiary than would be obtained in a comparable arm's-length transaction with a person that is not an affiliate, and, in the case of any transaction (or series of related transactions) involving aggregate consideration in excess of a materiality threshold of $ , the terms of such transaction shall have been approved by a majority of the disinterested members of the board of directors of the Borrower. Customary carveouts shall be provided for:

(a) Transactions contemplated by or permitted under the management agreement, the monitoring agreement, and indemnification arrangements with the Sponsor and its affiliates;

(b) Intercompany transactions among the Borrower and its restricted subsidiaries;

(c) Payments of management fees, monitoring fees, and advisory fees to the Sponsor in accordance with the terms of the management agreement; and

(d) Such other customary exceptions as may be agreed.

Restrictive Agreements

The Borrower and its restricted subsidiaries shall not enter into or permit to exist any agreement that restricts the ability of any subsidiary to pay dividends or make distributions to the Borrower, to make intercompany loans or transfers of assets, or to grant liens on its assets to secure the obligations under the credit facilities (negative pledge and anti-layering restrictions), subject to customary exceptions, including exceptions for restrictions (a) contained in the loan documents, (b) imposed by applicable law or regulation, (c) contained in agreements governing other permitted indebtedness, (d) contained in organizational documents of joint ventures, and (e) arising in connection with the sale, transfer, or other disposition of assets permitted hereunder.

Amendments to Organizational Documents and Material Agreements

The Borrower and its restricted subsidiaries shall not amend, modify, supplement, or waive any provision of their respective organizational documents, or any material agreement (including the Merger Agreement and any rollover agreements), in any manner that would be materially adverse to the interests of the lenders, without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders).

The Credit Agreement will contain customary for sponsor-backed leveraged acquisition financings of this type and size.

(a) ** **

(b) ** **

(d) ** **

(e) ** **

(f) ** **

(g) ** **

(h) ** **

(i) ** **

(j) ** **

(k) ** **

The Credit Agreement will

(a) ** **

(b) ** **

CONFIDENTIAL TREATMENT REQUESTED
SENIOR SECURED CREDIT FACILITIES
Matter No.: 1041-00003
IMPORTANT NOTICE: This   is provided for discussion purposes only. This   is not intended to constitute, and shall not be deemed to constitute, a binding obligation, agreement, or commitment on the part of any party hereto, including Solara Digital Infrastructure Fund VI LP, Meridian Atlantic Bank, N.A., Ironclad Capital Markets LLC, or any of their respective affiliates. All terms and conditions set forth herein are preliminary, indicative, and subject to: (i) the negotiation and execution of  , (ii) completion of due diligence satisfactory to the lenders and their counsel, (iii) receipt of all required internal credit and investment committee approvals, and (iv) negotiation and execution of definitive loan documentation. Final terms will be governed exclusively by the definitive Credit Agreement and related documentation.
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Borrower (Post-Closing): Cloudium Technologies plc (as the surviving corporation in the Merger, as defined below), a public limited company incorporated under the laws of England and Wales, Company No. 09734521 (the "Borrower").  It is currently anticipated that the Borrower will be re-domesticated to a United States jurisdiction following the Closing Date. Alternatively, the parties may determine, prior to the Closing Date, to designate a newly formed Delaware entity as the Borrower in lieu of Cloudium Technologies plc; such determination to be made in consultation with tax counsel and subject to lender consent. Any such restructuring shall not adversely affect the collateral package or the credit profile of the credit facilities.
Sponsor: Solara Digital Infrastructure Fund VI LP, a Delaware limited partnership ("Fund VI"). Fund VI is a 2022 vintage fund with $12.4 billion in committed capital. The general partner of Fund VI is Solara Fund VI GP LLC, a Delaware limited liability company. Fund VI is managed by Solara Digital Infrastructure LP and its affiliates.
Parent / Equity Holder: Solara Digital Infrastructure LP ("Solara" or "SDILP"), a Delaware limited partnership, with its principal office located at 1200 Market Street, Suite 3400, Wilmington, Delaware 19801. Solara manages approximately $38 billion in assets under management across multiple fund vintages and co-investment vehicles focused on digital infrastructure, enterprise software, and technology-enabled services.
** ** Cloudium Technologies plc ("Cloudium" or the "Company"), a company incorporated under the laws of England and Wales, listed on the Nasdaq Global Select Market under the ticker symbol "CLDM." Cloudium is a cloud-based enterprise software company providing infrastructure-as-a-service and platform-as-a-service solutions to enterprise customers globally. The Company's U.S. headquarters are located at 600 Townsend Street, Suite 800, San Francisco, California 94103, and its registered office is at 45 Broadwick Street, London W1F 0DB, United Kingdom. 
** ** Fund VI intends to acquire 100% of the issued and outstanding share capital of Cloudium Technologies plc (the "Acquisition") pursuant to   definitive Agreement and Plan of Merger (the "Merger Agreement")  among Fund VI, Stratos Merger Sub Inc. (a Delaware corporation and wholly owned subsidiary of Fund VI, formed for the purpose of effecting the Merger) ("Merger Sub"), and Cloudium. The Acquisition will be structured as a reverse triangular merger under the Delaware General Corporation Law (the "DGCL"), whereby Merger Sub will merge with and into Cloudium, with Cloudium surviving the Merger as a wholly owned subsidiary of Fund VI (the "Merger"). Upon consummation of the Merger, each outstanding share of Cloudium common stock (other than shares held by dissenting shareholders, shares cancelled in the Merger, and shares subject to rollover arrangements) will be converted into the right to receive the per-share Merger Consideration in cash.
Total Enterprise / Deal Value: $6,800,000,000 (six billion eight hundred million dollars).
Per-Share Merger Consideration: Approximately $36.92 per share, based on 184,200,000 shares of Cloudium common stock outstanding as of the date hereof (subject to adjustment for any shares issued, cancelled, or repurchased prior to the Closing Date, including shares issued upon the exercise of vested options or settlement of restricted stock units).
Selected Financial Data:
Sources and Uses of Funds
The following table sets forth the anticipated sources and uses of funds in connection with the Acquisition. All amounts are estimates and are subject to adjustment based on final share count, working capital adjustments, and actual transaction expenses at the time of closing.
Uses of Funds
The existing indebtedness to be repaid at closing consists of the following obligations of Cloudium currently outstanding under that certain Credit Agreement, dated as of March 15, 2021, among Cloudium Technologies plc, as borrower, Atlas Commercial Lending Corp., as administrative agent, and the lenders party thereto: (a) approximately $620,000,000 in aggregate principal amount outstanding under a senior secured term loan facility, and (b) approximately $200,000,000 in aggregate principal amount drawn under a senior secured revolving credit facility. The change of control provisions of the existing Atlas Commercial Lending Corp. credit agreement require mandatory prepayment of all outstanding obligations thereunder upon consummation of the Acquisition. Payoff letters and UCC-3 termination statements (and equivalent release documentation in applicable foreign jurisdictions) shall be delivered at or prior to the Closing Date.
Sources of Funds
The equity contribution from Fund VI includes a co-investment of $425,000,000 from Solara Digital Co-Invest VI-A LP, a special purpose co-investment vehicle organized as a Delaware limited partnership and managed by affiliates of Solara. The Revolving Credit Facility will not be drawn at closing but will be available for working capital and general corporate purposes of the Borrower and its subsidiaries following the Closing Date.
Rollover Equity — Detail: Certain existing shareholders of Cloudium have agreed, or are expected to agree, to contribute a portion of their equity interests in Cloudium to Fund VI (or a holding vehicle designated by Fund VI) in exchange for equity interests in the post-closing holding structure, in lieu of receiving the cash Merger Consideration for such shares. The rollover equity consists of:
(a) Jonathan Hargrove (Chief Executive Officer of Cloudium): Mr. Hargrove will roll over 50% of his 7,736,400 shares of Cloudium common stock (i.e., 3,868,200 shares), with an implied value of approximately $142,814,544, based on the per-share Merger Consideration of approximately $36.92.
(b) Pinnacle Growth Ventures LLC: Pinnacle Growth Ventures LLC, an existing institutional shareholder of Cloudium, will roll over 60% of its 21,367,200 shares of Cloudium common stock (i.e., 12,820,320 shares), with an implied value of approximately $473,241,408, based on the per-share Merger Consideration of approximately $36.92.
The terms of the rollover arrangements will be set forth in one or more Rollover Agreements to be executed concurrently with the Merger Agreement. The aggregate implied value of the rollover equity is approximately $616,055,952.
Closing Date Leverage
The following table summarizes the projected leverage profile of the Borrower on the Closing Date, on both an unadjusted and pro forma basis:
The leverage profile at closing is consistent with market precedents for sponsor-backed acquisitions of subscription-based software companies, where elevated closing leverage is customary in light of the predictability and recurring nature of the target's revenue streams, favorable free cash flow conversion characteristics, and the availability of identified cost savings and operational synergies.
Type: Senior Secured Term Loan B Facility (the "Term Loan B" or the "Term Loan B Facility").
Aggregate Principal Amount: $3,740,000,000 (three billion seven hundred forty million dollars).
Lenders: Meridian Atlantic Bank, N.A. (in its capacity as Lead Arranger, Sole Bookrunner, and Administrative Agent) and Ironclad Capital Markets LLC (in its capacity as Co-Arranger and Joint Bookrunner) (collectively, the "Arrangers"), together with a syndicate of institutional lenders to be identified and assembled through a primary syndication process to be conducted by the Arrangers following execution of the definitive Debt Commitment Letter. The composition of the final lender syndicate shall be subject to the consent of the Borrower (which consent shall not be unreasonably withheld, conditioned, or delayed) with respect to any proposed lender that is included on the disqualified lender list maintained by the Borrower.
Lenders' Counsel: Winthrop & Hale LLP, 901 New York Avenue NW, Washington, DC 20001 (lead partner: Christine Novak; London office: 125 Old Broad Street, London EC2N 1AR, United Kingdom). Winthrop & Hale LLP will serve as primary counsel to the Administrative Agent and the Arrangers in connection with the preparation of the definitive  Credit Agreement, and all ancillary loan documentation.
The Term Loan B Facility will mature on the date that is seven (7) years after the Closing Date. If the Closing Date occurs on or around the currently scheduled outside date under the Merger Agreement of June 30, 2024, the maturity date would be approximately June 30, 2031. The actual maturity date will be determined based on the actual Closing Date. [*Note to draft: Actual closing  .*]
Borrowings under the Term Loan B Facility shall bear interest at a rate per annum equal to:
Adjusted Term SOFR (as published by the Federal Reserve Bank of New York or its successor administrator, and as adjusted for a customary credit spread adjustment in accordance with market convention) plus 325 basis points (3.25%).
The following additional terms apply to the interest rate on the Term Loan B Facility:
(a) SOFR Floor: The Term SOFR component of the interest rate shall be subject to a floor of 0.50% per annum (i.e., if the applicable Term SOFR rate is less than 0.50%, the Term SOFR rate shall be deemed to be 0.50% for purposes of calculating interest).
(b) Interest Periods: The Borrower may select interest periods of one (1), three (3), or six (6) months at its election, subject to customary provisions regarding the availability of such interest periods and coordination with the payment dates.
(c) Default Rate: Upon the occurrence and during the continuance of any Event of Default, the interest rate on all outstanding obligations under the Term Loan B Facility shall be increased by an additional 2.00% per annum above the rate otherwise applicable (the "Default Rate"). The Default Rate shall apply automatically upon the occurrence of an Event of Default arising from non-payment or bankruptcy, and upon notice from the Administrative Agent (acting at the direction of the Required Lenders) for all other Events of Default.
A ticking fee shall accrue on the undrawn Term Loan B commitments at a rate of 0.25% per annum, calculated on the aggregate amount of undrawn commitments. The ticking fee shall:
(a) Commence on the date that is ninety (90) days after the date of execution of the Merger Agreement (i.e., if the Merger Agreement is executed on January 22, 2024, the ticking fee shall commence accruing on April 22, 2024);
(b) Be payable quarterly in arrears; and
(c) Cease accruing upon the earlier of (i) the funding of the Term Loan B on the Closing Date and (ii) the termination of the Term Loan B commitments (whether by expiration of the outside date, termination of the Merger Agreement, or otherwise).
The Term Loan B Facility shall amortize at a rate equal to 1.00% per annum of the original aggregate principal amount thereof, payable in equal quarterly installments. Each quarterly amortization payment shall be equal to 0.25% of the original aggregate principal amount, which equals $9,350,000 per quarter (based on an original principal amount of $3,740,000,000). Amortization payments shall commence on the   following the Closing Date. The entire remaining outstanding principal balance of the Term Loan B shall be due and payable on the maturity date.
Original Issue discount (OID)
The Term Loan B is expected to be issued at a discount to par value. The specific original issue discount is to be determined based on market conditions at the time of pricing and syndication, and is subject to the market flex provisions to be included in the  . The current expectation, based on preliminary market feedback, is that the OID will be in the range of 99.50 to 99.75 cents on the dollar (i.e., a discount of 25 to 50 basis points). The final OID will be set at the time of pricing, in consultation between the Arrangers and the Sponsor.
Type: Senior Secured Revolving Credit Facility (the "Revolving Facility" or the "Revolving Credit Facility").
Aggregate Commitment Amount: $500,000,000 (five hundred million dollars).
Drawn at Closing: $0. The Revolving Credit Facility is not expected to be drawn at the Closing Date. The Revolving Facility will be available for working capital needs, general corporate purposes, and permitted acquisitions of the Borrower and its restricted subsidiaries following the Closing Date.
Lenders: The Revolving Credit Facility will be provided by the same syndicate of lenders providing the Term Loan B Facility, or a subset thereof as determined through the syndication process. Meridian Atlantic Bank, N.A. shall serve as the Administrative Agent for the Revolving Facility.
The Revolving Credit Facility will mature on the date that is five (5) years after the Closing Date. Based on an assumed Closing Date of approximately June 30, 2024, the maturity date for the Revolving Facility would be approximately June 30, 2029. [*Note to draft: Actual closing  .*]
Borrowings under the Revolving Credit Facility shall bear interest at a rate per annum equal to:
Adjusted Term SOFR (as published by the Federal Reserve Bank of New York or its successor administrator, and as adjusted for a customary credit spread adjustment in accordance with market convention) plus 275 basis points (2.75%).
The following additional terms apply:
(a) SOFR Floor: 0.00% (i.e., no floor on the SOFR component for the Revolving Credit Facility).
(b) Interest Periods: The Borrower may select interest periods of one (1), three (3), or six (6) months at its election, subject to customary provisions regarding the availability of such interest periods and coordination with payment dates.
(c) Default Rate: Upon the occurrence and during the continuance of any Event of Default, an additional 2.00% per annum above the otherwise applicable rate.
A commitment fee shall accrue on the daily average undrawn and uncancelled revolving commitments under the Revolving Credit Facility at a rate of 0.375% per annum. The commitment fee shall be payable quarterly in arrears, commencing on the first full fiscal quarter-end following the Closing Date, and shall be calculated on the basis of actual days elapsed over a 360-day year.
The Revolving Credit Facility shall include the following sub-facilities:
(a) Letter of Credit Sub-Facility: A sub-limit of $75,000,000 shall be available for the issuance of standby and commercial letters of credit by the issuing bank (initially, Meridian Atlantic Bank, N.A., or such other issuing bank as may be designated). Letters of credit shall reduce availability under the Revolving Facility on a dollar-for-dollar basis. The maximum term of any letter of credit shall not exceed twelve (12) months (subject to auto-renewal provisions).
(b) Swingline Loan Sub-Facility: A sub-limit of $50,000,000 shall be available for same-day and overnight swingline borrowings from the swingline lender (initially, Meridian Atlantic Bank, N.A.). Swingline loans shall reduce availability under the Revolving Facility on a dollar-for-dollar basis and shall be repaid within a customary period (not to exceed seven (7) business days, unless converted into a revolving borrowing).
  Closing Conditions (Certain Funds / SunGard Conditionality)
The conditions precedent to the initial funding of the Term Loan B Facility and the establishment of the Revolving Credit Facility on the Closing Date shall be limited to those conditions customary for a "certain funds" or "SunGard"-style financing commitment. The parties acknowledge that the purpose of limiting the closing conditions is to provide the Borrower and the Sponsor with a high degree of certainty as to the availability of the committed financing on the Closing Date, subject only to the following conditions:
1.  Consummation of the Acquisition. The Acquisition shall be consummated substantially concurrently with the initial funding of the Term Loan B Facility, in all material respects in accordance with the terms of the Merger Agreement, without giving effect to any amendment, modification, waiver, or consent with respect to any provision of the Merger Agreement that is materially adverse to the interests of the lenders, unless such amendment, modification, waiver, or consent has been approved by the Administrative Agent (such approval not to be unreasonably withheld, conditioned, or delayed).
2.  Accuracy of Specified Representations and Warranties. The following representations and warranties shall be true and correct in all material respects (or, in the case of representations and warranties qualified by materiality or material adverse effect, in all respects) on and as of the Closing Date:
(a) Specified Acquisition Agreement Representations: Those representations and warranties made by Cloudium in the Merger Agreement that are conditions to the obligation of Fund VI (or Merger Sub) to consummate the Acquisition (i.e., the "bring-down" of the target's representations that must be satisfied for the buyer to be obligated to close under the Merger Agreement).
(b) Specified Borrower Representations: Certain customary representations and warranties of the Borrower to be made in the Credit Agreement, limited to: (i) organization and existence; (ii) due authorization, execution, delivery, and enforceability of the loan documents; (iii) no conflicts with organizational documents, applicable law, or material agreements; (iv) solvency (on a consolidated basis after giving effect to the Acquisition and the related transactions); (v) compliance with Federal Reserve Regulations U and X (margin regulations); (vi) non-status as an "investment company" under the Investment Company Act of 1940, as amended; (vii) compliance with the USA PATRIOT Act, OFAC sanctions programs, and anti-corruption laws (including the Foreign Corrupt Practices Act and the UK Bribery Act 2010); and (viii) use of proceeds.
3.  Delivery of Customary Closing Documents. The Borrower shall have delivered (or caused to be delivered) to the Administrative Agent the following closing documents, in each case in form and substance reasonably satisfactory to the Administrative Agent:
(a) Duly executed counterparts of the Credit Agreement, the Guarantee and Collateral Agreement, and each other security document and ancillary loan document required to be delivered on the Closing Date;
(b) A solvency certificate, executed by the Chief Financial Officer of the surviving entity  (or such other senior financial officer as may be acceptable to the Administrative Agent), certifying that, after giving effect to the Acquisition, the Merger, the incurrence of indebtedness under the credit facilities, and the other transactions contemplated hereby, the Borrower and its subsidiaries, on a consolidated basis, are Solvent (as such term will be defined in the Credit Agreement). The form of the solvency certificate shall be prepared by Calderwood & Harkness LLP, counsel to the Sponsor;
(c) Officer's certificates, secretary's certificates (attaching copies of organizational documents, board or member resolutions, and incumbency information), and good standing certificates (or equivalent) for the Borrower and each Subsidiary Guarantor, issued by the appropriate governmental authorities in each entity's jurisdiction of organization;
(d) Legal opinions from Calderwood & Harkness LLP, as counsel to the Borrower, addressed to the Administrative Agent and the lenders, covering such matters as authorization, enforceability, no conflicts, and such other matters as are customary for transactions of this nature;
(e) Evidence of insurance coverage (including property, casualty, and liability insurance) satisfactory to the Administrative Agent, naming the Administrative Agent as additional insured and loss payee as its interests may appear, and including evidence of the representations and warranties insurance policy issued by Northfield Assurance Ltd., Policy No. NFA-TRI-2024-00487, in connection with the Acquisition;
(f) Payoff letters from Atlas Commercial Lending Corp. (as administrative agent under Cloudium's existing credit agreement), confirming the aggregate payoff amount and providing for the release of all liens and security interests upon receipt of such payoff amount, together with UCC-3 termination statements and intellectual property security interest release forms in recordable form;
(g) Such other customary closing documents, certificates, and instruments as may be reasonably requested by the Administrative Agent in connection with the closing of the credit facilities.
4.  Payment of Fees and Expenses. All fees, premiums, expenses, and other amounts required to be paid on the Closing Date pursuant to the Credit Agreement, the Fee Letter, and any other loan documents shall have been paid (or arrangements for payment satisfactory to the Administrative Agent shall have been made), including without limitation: (a) the arrangement fees and upfront fees payable to the Arrangers as set forth in the Fee Letter; (b) the original issue discount on the Term Loan B; and (c) the legal fees and disbursements of Winthrop & Hale LLP as counsel to the Administrative Agent and the Arrangers.
5.  Funds Flow Memorandum. The Borrower shall have delivered to the Administrative Agent, at least three (3) business days prior to the Closing Date, a funds flow memorandum setting forth in reasonable detail the sources and uses of all funds to be disbursed on the Closing Date, including wire transfer instructions and amounts for all payments to be made, in form and substance reasonably satisfactory to the Administrative Agent.
6.  KYC / AML / Beneficial Ownership. The Administrative Agent and the lenders shall have received, at least ten (10) business days prior to the Closing Date, all documentation and information required under applicable "know your customer" rules, anti-money laundering regulations, the USA PATRIOT Act (Title III of Pub. L. 107-56), and the Beneficial Ownership Regulation (31 C.F.R. § 1010.230), to the extent such documentation and information has been reasonably requested by the Administrative Agent in writing at least fifteen (15) business days prior to the Closing Date.
7.  No Company Material Adverse Effect. Since the date of the Merger Agreement, no "Company Material Adverse Effect" (as defined in the Merger Agreement) shall have occurred and be continuing as of the Closing Date.
8.  No Injunction or Order. Since the date of the Merger Agreement, no temporary restraining order, preliminary or permanent injunction, or other order shall have been entered by any court of competent jurisdiction or any governmental authority of competent jurisdiction that prohibits, restrains, or enjoins the consummation of the Acquisition or the financing thereof, and no proceeding seeking any such order shall be pending before any such court or governmental authority.
For the avoidance of doubt, the conditions precedent to the initial funding shall not include any condition relating to (i) the absence of a default or event of default (other than a Payment Event of Default or Bankruptcy Event of Default, to the extent arising from the transactions contemplated hereby), (ii) the accuracy of representations and warranties other than the Specified Acquisition Agreement Representations and the Specified Borrower Representations described above, (iii) the delivery of any financial statements or projections other than those available to the Arrangers on or prior to the date hereof, or (iv) the completion of syndication.
  Conditions to  
Each borrowing under the Revolving Credit Facility after the Closing Date shall be subject to the following conditions precedent, each of which shall be satisfied (or waived by the Administrative Agent) as of the date of such borrowing and after giving effect thereto:
(a) The representations and warranties of the Borrower and each Guarantor set forth in the Credit Agreement shall be true and correct in all material respects (or, in the case of representations qualified by materiality or material adverse effect, in all respects) as of the date of such borrowing (except to the extent such representations relate to a specific earlier date, in which case they shall be true and correct in all material respects as of such earlier date);
(b) No Default or Event of Default shall have occurred and be continuing or would result from such borrowing; and
(c) The Borrower shall have delivered a duly executed borrowing notice to the Administrative Agent in accordance with the terms of the Credit Agreement (including as to timing and minimum borrowing amounts).
For the avoidance of doubt, compliance with the financial covenant set forth in   shall not be a condition precedent to any revolving borrowing. The financial covenant is tested only at the end of each fiscal quarter in which revolving utilization exceeds the 40% threshold described in   below, and is not a condition to drawing.
The Credit Agreement will contain   customary for sponsor-backed leveraged acquisition financings of this type and size.  
(a) ** **  
(b) ** **  
(c) ** **  
(d) ** **  
(e) **Maintenance of Properties .** The Borrower and its restricted subsidiaries shall maintain and preserve all of their material properties and assets in good working order and condition (ordinary wear and tear excepted), to the extent reasonably necessary for the proper conduct of their business.
(f) ** **  
(g) ** **  
(h) ** **  
(i) ** **  
(j) ** ** The Borrower and its  
(k) ** **  
  FINANCIAL COVENANTS
The Credit Agreement shall include a single maintenance financial covenant applicable exclusively to the Revolving Credit Facility. The Term Loan B Facility shall be "covenant-lite" and shall not be subject to any maintenance financial covenant.
Testing: The financial covenant shall be tested as of the last day of each fiscal quarter, but only if the aggregate principal amount of revolving loans outstanding on the last day of such fiscal quarter (excluding up to $25,000,000 of undrawn letters of credit for purposes of this threshold calculation) exceeds 40% of the total revolving commitments as of such date (i.e., outstanding revolving loans exceeding $200,000,000 based on current revolving commitments of $500,000,000). This is a "springing" financial covenant — it is only tested in quarters where revolving utilization exceeds the specified threshold.
Covenant Level: As of the last day of any fiscal quarter in which the financial covenant is required to be tested, the First Lien Net Leverage Ratio shall not exceed 5.00:1.00.
Definition: The First Lien Net Leverage Ratio shall be calculated as follows:
First Lien Net Leverage Ratio = (First Lien Debt − Unrestricted Cash and Cash Equivalents (capped at $200,000,000)) ÷ Consolidated Adjusted EBITDA (for the trailing four consecutive fiscal quarters ending on such date)
Where:
•  "First Lien Debt" means all funded indebtedness of the Borrower and its restricted subsidiaries that is secured by a first-priority lien on the Collateral (including, without limitation, the outstanding principal amount of the Term Loan B and any drawn amounts under the Revolving Credit Facility, and any incremental first lien debt incurred pursuant to the terms of the Credit Agreement).
•  "Unrestricted Cash and Cash Equivalents" means unrestricted cash and cash equivalents of the Borrower and its restricted subsidiaries on a consolidated basis as of the date of determination, subject to a cap of $200,000,000 for purposes of netting against First Lien Debt.
In addition to the maintenance financial covenant described above, the Credit Agreement will include an incurrence-based Total Net Leverage Ratio test that will govern the availability of various negative covenant baskets, including (without limitation) baskets for incremental debt, restricted payments, investments, and other limited activities. The incurrence-based test is not independently tested or reported; rather, it serves as a gating condition for specific actions under the negative covenants.
Definition: The Total Net Leverage Ratio shall be calculated as follows:
Total Net Leverage Ratio = (Total Funded Debt − Unrestricted Cash and Cash Equivalents (capped at $200,000,000)) ÷ Consolidated Adjusted EBITDA (for the trailing four consecutive fiscal quarters ending on such date)
Where "Total Funded Debt" means all funded indebtedness of the Borrower and its restricted subsidiaries on a consolidated basis (including both first-lien and second-lien or unsecured funded debt), determined on a pro forma basis after giving effect to the applicable transaction and any related incurrence or repayment of debt.
Step-Down Schedule: The maximum Total Net Leverage Ratio for incurrence purposes shall be subject to the following step-down schedule:
  Consolidated Adjusted EBITDA — Definition
"Consolidated Adjusted EBITDA" shall mean, for any applicable period, the consolidated net income of the Borrower and its restricted subsidiaries for such period, adjusted as follows:
Addbacks (items added to consolidated net income):
(a) Cash and non-cash interest expense (net of interest income) for such period;
(b) Provision for income taxes (whether paid, accrued, or deferred) for such period;
(c) Depreciation and amortization expense for such period;
(d) All non-cash charges, expenses, and losses for such period (including, without limitation, stock-based compensation expense, non-cash impairment charges, non-cash purchase accounting adjustments, and non-cash charges arising from the application of ASC 842 or similar lease accounting standards);
(e) Transaction costs, fees, and expenses incurred in connection with the Acquisition (including advisory fees, legal fees, financing fees, insurance premiums, regulatory filing fees, proxy solicitation expenses, and similar costs), capped at $185,000,000 in the aggregate;
(f) Cost savings, synergies, and operating improvements that are projected in good faith by the Borrower to be realized within twenty-four (24) months following the Closing Date (or, with respect to a subsequent acquisition, within twenty-four months of the consummation thereof), as if such cost savings, synergies, and operating improvements had been realized on the first day of the applicable measurement period. [Note: The Sponsor proposes that the cost savings add-back be uncapped for the first 24 months following the Closing Date. The expected run-rate synergies are $110,000,000. The cap on aggregate pro forma adjustments (synergies plus cost savings) is to be negotiated — see below.]
(g) Restructuring and integration charges incurred in connection with the Acquisition or any subsequent permitted acquisition, capped at the greater of $  and  % of Consolidated Adjusted EBITDA (each as determined before giving effect to such addbacks);
(h) Management fees, monitoring fees, and transaction advisory fees paid to the Sponsor or its affiliates in accordance with any management agreement permitted under the Credit Agreement;
(i) Extraordinary, unusual, or non-recurring losses, charges, and expenses;
Subtractions (items subtracted from consolidated net income):
(j) Non-cash gains and income for such period (to the extent included in consolidated net income);
(k) Extraordinary, unusual, or non-recurring gains for such period;
Pro Forma Adjustments:
(l) Pro forma adjustments shall be permitted for acquisitions, dispositions, and other designated events (including, without limitation, facility closures, cost reduction programs, and operational restructurings) that occur during the applicable measurement period, as if such events had occurred on the first day of such period, in each case calculated in good faith by a responsible financial officer of the Borrower and supported by reasonable detail delivered to the Administrative Agent.
Add-Back Limitations: Total pro forma adjustments (consisting of projected cost savings, synergies, and operating improvements described in clause (f) above) shall not exceed  % of Consolidated Adjusted EBITDA (calculated before giving effect to such pro forma adjustments) for any measurement period. 
  NEGATIVE COVENANTS
The Credit Agreement will contain negative covenants customary for sponsor-backed leveraged acquisition financings of this type and size. Each negative covenant shall be subject to baskets, exceptions, and other carveouts, as more fully described in the definitive Credit Agreement. The following is a summary of the principal negative covenants:
  Indebtedness
The Borrower and its restricted subsidiaries shall not incur, create, assume, or otherwise become liable for any indebtedness, except as follows:
(a) Incremental Term Loan Facility. The Borrower may incur incremental term loan indebtedness under the Credit Agreement in an aggregate principal amount not to exceed the greater of: (i) a fixed dollar basket of $ (to be negotiated; expected amount approximately $500,000,000)  and (ii) an incurrence-based amount such that, on a pro forma basis after giving effect to the incurrence of such incremental term loans and the application of proceeds thereof, the First Lien Net Leverage Ratio does not exceed  5.00:1.00 . The fixed dollar basket and the incurrence-based basket may be used simultaneously and in combination. Incremental term loans shall have terms and conditions substantially consistent with those of the Term Loan B (or, to the extent the terms are not substantially consistent, shall be reasonably satisfactory to the Administrative Agent), and shall mature no earlier than the maturity date of the Term Loan B.
(b) Incremental Revolving Commitments. The Borrower may obtain incremental revolving commitments under the Revolving Credit Facility, subject to terms and conditions to be agreed in the definitive Credit Agreement.
(c) Incremental Equivalent Debt. The Borrower may incur incremental equivalent debt (i.e., indebtedness incurred outside of the Credit Agreement but secured on a pari passu or junior lien basis with the obligations under the credit facilities), subject to compliance with the applicable leverage incurrence test and entry into a customary intercreditor agreement   the Administrative Agent.
(d) Ratio Debt (Unsecured or Junior Lien). The Borrower may incur unsecured or junior lien indebtedness, subject to an incurrence test requiring that the pro forma Total Net Leverage Ratio does not exceed  .
(e) Additional Permitted Indebtedness. Additional carveouts for: (i) capital leases and purchase money indebtedness (subject to a basket ); (ii) general indebtedness basket of $  or [●]% of total assets; (iii) non-recourse indebtedness of unrestricted subsidiaries; (iv) intercompany indebtedness (subject to subordination requirements for intercompany loans from non-guarantor subsidiaries to loan parties); (v) indebtedness in respect of letters of credit, bank guarantees, and performance bonds; (vi) indebtedness arising under hedging agreements entered into in the ordinary course; and (vii) such other customary exceptions as may be agreed.
  Liens
The Borrower and its restricted subsidiaries shall not create, incur, assume, or permit to exist any lien on any of their respective properties or assets, except for customary permitted liens, including without limitation:
(a) Liens securing obligations under the credit facilities;
(b) Liens securing permitted indebtedness (including incremental debt and incremental equivalent debt, subject to applicable intercreditor arrangements);
(c) Purchase money liens and liens securing capital lease obligations, in each case limited to the assets acquired or financed;
(d) Existing liens described on a schedule to be delivered on the Closing Date;
(e) Statutory liens (including tax liens, mechanic's liens, materialman's liens, landlord's liens, and similar liens arising by operation of law), in each case arising in the ordinary course of business and not yet delinquent or being contested in good faith;
(f) Liens arising from judgments that do not constitute an Event of Default;
(g) Liens on cash or cash equivalents securing obligations in respect of letters of credit or bank guarantees;
(h) A general lien basket of $  or [●]% of total assets; and
(i) Such other customary permitted liens as may be agreed in the definitive Credit Agreement.
The Borrower and its restricted subsidiaries shall not merge, consolidate with, or dissolve into any other person, or sell, transfer, lease, or otherwise dispose of all or substantially all of their respective assets, except in the following customary permitted circumstances:
(a) Mergers among wholly owned subsidiary guarantors;
(b) Mergers of any subsidiary into the Borrower or another Subsidiary Guarantor (provided the Borrower or such Subsidiary Guarantor is the surviving entity);
(c) Liquidations or dissolutions of subsidiaries, to the extent the assets of such subsidiaries are transferred to the Borrower or a Subsidiary Guarantor;
(d) Mergers or consolidations otherwise permitted under the asset disposition covenant; and
(e) Such other customary exceptions as may be agreed.
  Restricted Payments (Dividends, Distributions, Equity Redemptions)
The Borrower and its restricted subsidiaries shall not declare or make any dividend, distribution, or other restricted payment (including redemptions, repurchases, and retirements of equity interests), except pursuant to the following baskets and exceptions:
(a) Builder Basket. A cumulative basket calculated by reference to  ;
(b) General Restricted Payment Basket. A fixed dollar basket of $  available for restricted payments at any time;
(c) Leverage-Based Basket.   restricted payments, subject to the condition that, on a pro forma basis after giving effect to such restricted payment, the Total Net Leverage Ratio does not exceed  ;
(d) Tax Distributions. Distributions to fund the tax obligations of Fund VI and its direct and indirect equity holders, in an amount not to exceed the assumed tax liability of such equity holders (calculated at the highest combined marginal federal, state, and local tax rates applicable to individuals or corporations, as applicable);
(e) Management Fee Payments. Payments to the Sponsor and its affiliates of management fees, monitoring fees, and advisory fees, in each case in amounts consistent with the management agreement to be entered into on the Closing Date and capped at  ;
(f) Available Amount Basket. A cumulative basket calculated by reference to 50% of consolidated net income (to the extent positive) for each fiscal quarter following the Closing Date, plus the net cash proceeds of equity contributions received by the Borrower after the Closing Date, subject to terms to be agreed; and
(g) Such other customary exceptions as may be agreed (including de minimis baskets and baskets for repurchases of equity interests from employees).
  Investments
The Borrower and its restricted subsidiaries shall not make or hold any investment in any other person, except for customary permitted investments, including:
(a) Investments in cash equivalents and short-term marketable securities;
(b) Intercompany loans and investments (subject to subordination requirements for intercompany loans from non-guarantor subsidiaries to loan parties );
(c) Investments constituting permitted acquisitions, subject to compliance with the applicable pro forma leverage ratio test, the absence of any default or event of default (both before and after giving effect to such acquisition), and such other conditions as may be agreed;
(d) Investments in the Sponsor and its affiliates, subject to customary limitations;
(e) A general investment basket of $ ; and
(f) Such other customary permitted investments as may be agreed.
  Asset Sales
The Borrower and its restricted subsidiaries shall not sell, transfer, lease, or otherwise dispose of any assets (other than in the ordinary course of business), except in customary permitted circumstances.  The net cash proceeds from any asset sale (above an annual de minimis threshold of $ ) shall be subject to a mandatory reinvestment period of twelve (12) months (with an additional six (6) month extension for committed reinvestment), after which any remaining net cash proceeds shall be applied as a mandatory prepayment of the credit facilities in accordance with   hereof.
  Transactions with Affiliates
The Borrower and its restricted subsidiaries shall not enter into any transaction with any affiliate, except on terms that are no less favorable to the Borrower or such subsidiary than would be obtained in a comparable arm's-length transaction with a person that is not an affiliate, and, in the case of any transaction (or series of related transactions) involving aggregate consideration in excess of a materiality threshold of $ , the terms of such transaction shall have been approved by a majority of the disinterested members of the board of directors of the Borrower.  Customary carveouts shall be provided for:
(a) Transactions contemplated by or permitted under the management agreement, the monitoring agreement, and indemnification arrangements with the Sponsor and its affiliates;
(b) Intercompany transactions among the Borrower and its restricted subsidiaries;
(c) Payments of management fees, monitoring fees, and advisory fees to the Sponsor in accordance with the terms of the management agreement; and
(d) Such other customary exceptions as may be agreed.
  Restrictive Agreements
The Borrower and its restricted subsidiaries shall not enter into or permit to exist any agreement that restricts the ability of any subsidiary to pay dividends or make distributions to the Borrower, to make intercompany loans or transfers of assets, or to grant liens on its assets to secure the obligations under the credit facilities (negative pledge and anti-layering restrictions), subject to customary exceptions, including exceptions for restrictions (a) contained in the loan documents, (b) imposed by applicable law or regulation, (c) contained in agreements governing other permitted indebtedness, (d) contained in organizational documents of joint ventures, and (e) arising in connection with the sale, transfer, or other disposition of assets permitted hereunder.
  Amendments to Organizational Documents and Material Agreements
The Borrower and its restricted subsidiaries shall not amend, modify, supplement, or waive any provision of their respective organizational documents, or any material agreement (including the Merger Agreement and any rollover agreements), in any manner that would be materially adverse to the interests of the lenders, without the prior written consent of the Administrative Agent (acting at the direction of the Required Lenders).
The Credit Agreement will contain   customary for sponsor-backed leveraged acquisition financings of this type and size.  
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The Credit Agreement will  
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(e) Effect of Cure. Upon the timely receipt of an equity cure contribution in compliance with the foregoing requirements, the applicable financial covenant breach shall be deemed cured, and no Event of Default shall be deemed to have occurred or to be continuing solely as a result of such breach for the applicable fiscal quarter.
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The Credit Agreement will require mandatory prepayments of the credit facilities under the following circumstances:
  Excess Cash Flow Sweep
The Borrower shall make annual mandatory prepayments from Excess Cash Flow ("ECF") as follows:
(a) 50% of ECF for each fiscal year in which the Total Net Leverage Ratio (as of the last day of such fiscal year) is greater than 4.50:1.00;
(b) 25% of ECF for each fiscal year in which the Total Net Leverage Ratio is less than or equal to 4.50:1.00 but greater than 3.50:1.00; and
(c) 0% of ECF for each fiscal year in which the Total Net Leverage Ratio is less than or equal to 3.50:1.00.
The ECF sweep period shall be each fiscal year, commencing with the first full fiscal year after the Closing Date. ECF sweep payments shall be due and payable within ten (10) business days after the date on which the audited annual financial statements for the applicable fiscal year are required to be delivered to the Administrative Agent. Voluntary prepayments made during the applicable fiscal year (and not previously credited against an ECF sweep obligation) shall be credited against the ECF sweep obligation on a dollar-for-dollar basis.
  Asset Sale Proceeds
The Borrower shall prepay the credit facilities in an amount equal to 100% of the net cash proceeds received by the Borrower or any restricted subsidiary from any asset sale (other than asset sales in the ordinary course of business), to the extent such net cash proceeds exceed an annual de minimis threshold of $ ; provided that such net cash proceeds shall not be required to be applied as a mandatory prepayment to the extent that the Borrower or the applicable restricted subsidiary reinvests (or commits to reinvest) such proceeds in assets useful in the business of the Borrower and its restricted subsidiaries within twelve (12) months after receipt thereof (with an additional six (6) month extension for net cash proceeds subject to a binding commitment to reinvest entered into during such twelve-month period). Any net cash proceeds not so reinvested within the applicable reinvestment period shall be applied as a mandatory prepayment.
The asset sale mandatory prepayment percentage shall step down to 50% of net cash proceeds if the Total Net Leverage Ratio (on a pro forma basis) is less than or equal to   as of the date of such prepayment.
  Debt Issuance Proceeds
The Borrower shall prepay the credit facilities in an amount equal to 100% of the net cash proceeds received by the Borrower or any restricted subsidiary from the issuance or incurrence of any indebtedness that is not otherwise permitted to be incurred under the terms of the Credit Agreement.
  Insurance / Condemnation Proceeds
The Borrower shall prepay the credit facilities in an amount equal to 100% of the net cash proceeds received by the Borrower or any restricted subsidiary from casualty insurance recoveries and condemnation awards, to the extent such net cash proceeds exceed a threshold of $  in the aggregate for any single event or series of related events; provided that such proceeds shall not be required to be applied as a mandatory prepayment to the extent that the Borrower or the applicable restricted subsidiary reinvests (or commits to reinvest) such proceeds in the restoration or replacement of the affected assets within twelve (12) months after receipt thereof (with an additional six (6) month extension for committed reinvestment).
  Application of Mandatory Prepayments
Mandatory prepayments shall be applied as follows:
(a) First, to the outstanding principal amount of the Term Loan B Facility, applied pro rata among the Term Loan B lenders in accordance with their respective outstanding principal balances; and
(b) Second, to the outstanding principal amount of the Revolving Credit Facility (if applicable), applied pro rata among the revolving lenders, with a corresponding permanent reduction of the revolving commitments only in the case of mandatory prepayments arising from debt issuance proceeds.
No prepayment premium or penalty shall be payable in connection with mandatory prepayments (subject to the repricing protection provisions set forth in   below, to the extent applicable to the circumstance giving rise to the mandatory prepayment).
  Voluntary Prepayments
(a) Term Loan B. The Term Loan B Facility may be prepaid at par at any time, in whole or in part, without penalty or premium (subject to the repricing protection provisions set forth in   below), in minimum amounts of $ (expected to be $1,000,000)  and integral multiples of $ (expected to be $500,000)  in excess thereof (or, if less, the entire outstanding amount). Voluntary prepayments of the Term Loan B shall be applied to the remaining scheduled amortization installments in the order directed by the Borrower (or, absent such direction, in direct order of maturity).
(b) Revolving Facility. Borrowings under the Revolving Credit Facility may be prepaid at any time, in whole or in part, without penalty or premium, and amounts prepaid may be re-borrowed at any time during the availability period (subject to the conditions precedent to borrowings set forth in  ).
  Repricing Protection (Soft Call)
If the Term Loan B Facility is prepaid (in whole or in part), refinanced, repriced, or amended within the first six (6) months after the Closing Date, in connection with a "Repricing Transaction" (as defined below), a prepayment premium equal to 1.00% of the aggregate principal amount of the Term Loan B so prepaid, refinanced, repriced, or amended shall be payable to the Term Loan B lenders.
For purposes of this Section, a "Repricing Transaction" means (a) any prepayment or refinancing of the Term Loan B with the proceeds of a new term loan facility bearing interest at a lower effective yield, or (b) any amendment to the Credit Agreement that reduces the effective interest rate applicable to the Term Loan B, in each case where the primary purpose of such transaction is to achieve a reduction in the effective interest rate or weighted average yield of the Term Loan B.
The repricing protection premium shall not apply to prepayments arising from: (a) Excess Cash Flow sweeps under  ; (b) asset sale mandatory prepayments under  ; (c) debt issuance mandatory prepayments under  ; (d) insurance and condemnation mandatory prepayments under  ; (e) prepayments in connection with a Change of Control; (f) voluntary prepayments not made in connection with a Repricing Transaction; or (g) any other circumstance where the prepayment is not the primary component of a transaction the principal purpose of which is to reduce the effective interest rate on the Term Loan B.
No repricing premium shall be payable after the expiration of the initial six (6) month period following the Closing Date.
(a)  
(b)  
(c)  
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(b)  
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(d)  
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Release of Existing Liens: All existing liens on the assets of Cloudium and its subsidiaries securing obligations under the existing credit agreement with Atlas Commercial Lending Corp. shall be released concurrently with the Closing Date, upon repayment in full of all outstanding indebtedness thereunder (aggregating $820,000,000, as described in   above). UCC-3 termination statements, intellectual property lien releases, and equivalent release documentation in all applicable jurisdictions shall be prepared by counsel to Atlas Commercial Lending Corp. and delivered to the Administrative Agent on or prior to the Closing Date.
Lenders under the credit facilities may assign  their commitments and loans, subject to the following terms and conditions:
(a) Minimum Assignment Amounts. The minimum assignment amount shall be $  for term loan assignments  and $  for revolving commitment assignments , in each case unless the assigning lender is assigning its entire remaining commitment or loan balance.
(b) Consent of Administrative Agent. Assignments of revolving commitments shall require the consent of the Administrative Agent (which consent shall not be unreasonably withheld, delayed, or conditioned). No Administrative Agent consent shall be required for assignments of term loans to existing lenders or affiliates thereof.
(c) Consent of Borrower. Assignments of commitments and loans shall require the consent of the Borrower (which consent shall not be unreasonably withheld, delayed, or conditioned); provided that the Borrower shall be deemed to have consented to any assignment if the Borrower has not responded to a written request for consent within ten (10) business days after receipt thereof. Borrower consent shall not be required (i) during the continuance of an Event of Default, (ii) for assignments to existing lenders, (iii) for assignments to affiliates of existing lenders, or (iv) for assignments to approved funds managed by existing lenders or their affiliates.
(d) Disqualified Lenders. No assignment or participation may be made to any person that is a "Disqualified Lender." The Borrower shall maintain and deliver to the Administrative Agent on the Closing Date a list of Disqualified Lenders, which may be updated from time to time by the Borrower (provided that any such updates shall not apply retroactively to disqualify any person that has already become a lender). The Disqualified Lender list shall include (i) persons identified by the Borrower to the Administrative Agent in writing on or prior to the Closing Date, (ii) competitors of the Borrower and its subsidiaries, and (iii) affiliates of such competitors (in each case to the extent reasonably identifiable by name).
(e) No Assignment to Borrower or Affiliates. No assignment or participation may be made to the Borrower or any of its affiliates; provided that the foregoing restriction shall not prohibit (i) open-market purchases of term loans by the Borrower or its affiliates (subject to customary restrictions, including a cap on aggregate purchases, voting restrictions, and requirements for pro rata offers), or (ii) Dutch auction repurchases of term loans conducted through the Administrative Agent.
(f) Participations. Lenders may sell participations in their commitments and loans to eligible assignees without the consent of the Borrower or the Administrative Agent, subject to customary restrictions on the grant of voting rights to participants (limited to votes on reductions in principal, extensions of maturity, reductions in interest rate, and releases of all or substantially all collateral or guarantees).
(g) Assignment Fee. An assignment processing fee of $3,500 (or such other amount as may be agreed) shall be payable to the Administrative Agent in connection with each assignment.
 Governing Law. The Credit Agreement and all related loan documents (other than any security documents governed by the laws of another jurisdiction) shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to conflicts of law principles (other than Sections 5-1401 and 5-1402 of the New York General Obligations Law).
 **Jurisdiction.** Each of the parties to the Credit Agreement shall submit to the exclusive jurisdiction of the courts of the State of New York sitting in the County of New York (Borough of Manhattan) and the United States District Court for the Southern District of New York, and shall waive any objection to venue or any defense of inconvenient forum.
 Waiver of Jury Trial. Each of the parties to the Credit Agreement shall irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to the Credit Agreement, the other loan documents, or the transactions contemplated thereby.
 Confidentiality. Each lender, the Administrative Agent, and each Arranger shall maintain the confidentiality of all non-public information received from or on behalf of the Borrower or any Guarantor in connection with the credit facilities, subject to customary exceptions (including disclosures to affiliates,  auditors, regulators, rating agencies, and prospective assignees or participants who agree to be bound by similar confidentiality obligations, and disclosures required by applicable law, regulation, or legal process ).
"Market Flex" Provisions. The   contain customary "market flex" provisions permitting the Lead Arranger, in its sole discretion (but subject to agreed-upon caps, floors, and limitations to be negotiated between the Sponsor and the Arrangers), to modify the pricing (including the interest rate spread, OID, and SOFR floor), structure (including the allocation between term loan and revolving facilities), maturity, amortization, and other terms of the credit facilities as the Lead Arranger deems necessary or advisable to ensure the successful syndication of the credit facilities. The specific parameters and limitations on the exercise of market flex   set forth in the Fee Letter and are subject to negotiation.
Intercreditor Agreement. To the extent that the Borrower incurs any junior lien or pari passu lien indebtedness that is secured by liens on the Collateral, an intercreditor agreement (the "Intercreditor Agreement") shall be entered into among Meridian Atlantic Bank, N.A. (in its capacity as first lien administrative agent and collateral agent), Fund VI, the agent or representative for the holders of such other indebtedness, and such other secured parties as may be parties thereto. The Intercreditor Agreement shall govern the relative priorities of the liens securing the credit facilities and any such other indebtedness, the exercise of remedies with respect to the Collateral, the distribution of proceeds of the Collateral, and related matters.
The Intercreditor Agreement shall contain provisions customary for first lien / second lien intercreditor arrangements in sponsor-backed leveraged acquisition financings, including without limitation:
(a) Lien Priority. Confirmation that the liens securing the obligations under the credit facilities shall at all times rank senior in priority to the liens securing any junior lien indebtedness, regardless of the order of perfection or the date of attachment;
(b) Standstill and Enforcement Rights. Provisions restricting the ability of junior lien creditors to exercise remedies with respect to the Collateral for a specified standstill period (customarily 180 days) following notice to the first lien agent of an event of default under the junior lien documents;
(c) Turnover. Provisions requiring junior lien creditors to turn over to the first lien agent any proceeds of Collateral received in violation of the Intercreditor Agreement;
(d) DIP Financing. Provisions permitting the first lien creditors to provide debtor-in-possession financing in any bankruptcy or insolvency proceeding, secured by liens on the Collateral having priority over the liens securing the junior lien indebtedness, without the consent of the junior lien creditors;
(e) Adequate Protection. Provisions confirming that the first lien creditors shall be entitled to receive adequate protection with respect to their liens on the Collateral in any bankruptcy proceeding, and that junior lien creditors shall not oppose any such adequate protection or seek adequate protection of their own that would be inconsistent with the rights of the first lien creditors; and
(f) Relief from Automatic Stay. Provisions confirming the relative rights of the first lien creditors and junior lien creditors with respect to seeking relief from the automat

CONFIDENTIAL TREATMENT REQUESTED

SENIOR SECURED CREDIT FACILITIES

FINANCIAL COVENANTS

NEGATIVE COVENANTS

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