WAIVER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT
THIS WAIVER, CONSENT AND FOURTH AMENDMENT TO CREDIT AGREEMENT (this Amendment) is entered into as of December 3, 2019, by and among Clearwater Analytics, LLC (the Borrower), Carbon Analytics Acquisition LLC (Holdings), the other Guarantors party hereto, Ares Capital Corporation, as Administrative Agent, Lender and Issuing Lender and the Lenders party hereto.
W I T N E S S E T H:
WHEREAS, Borrower, Holdings, Administrative Agent and the other Lenders from time to time party thereto are parties to that certain Credit Agreement dated as of September 1, 2016 (as amended by the First Amendment to Credit Agreement, dated as of December 23, 2016, as further amended by the Second Amendment to Credit Agreement, dated as of March 23, 2018, as further amended by that Third Amendment to Credit Agreement, dated as of July 3, 2019 and as further amended, restated, supplemented or modified from time to time prior to the date hereof, the Credit Agreement; unless otherwise defined herein, capitalized terms used herein that are not otherwise defined herein shall have the respective meanings assigned to such terms in the Credit Agreement, as amended by this Amendment);
WHEREAS, the Borrower has requested that, on the Fourth Amendment Effective Date (as defined below), the Lenders party hereto and set forth on Schedule I hereto (collectively, the Incremental Term Lenders) provide to the Borrower Incremental Term Commitments in an aggregate amount equal to $25,000,000 (such Incremental Term Commitments, the Incremental Term Commitments) to make Incremental Term Loans thereunder (such Incremental Term Loans, the Incremental Term Loans), the proceeds of which shall be used to (i) finance all or a portion of the payment of a settlement and/or judgment and fees and expenses related to the matter of S&C Technologies, Inc. v. Clearwater Analytics, LLC and Bradley Rossa, and (ii) finance settlements, judgments, legal fees and other expenses related to the matter of S&C Technologies, Inc. v. Clearwater Analytics, LLC and Richard Pullara (the incurrence of the Incremental Term Loans and such settlement amount and such fees and expenses is collectively referred to as the Fourth Amendment Transactions);
WHEREAS, each Incremental Term Lender is willing to extend an Incremental Term Commitment and make an Incremental Term Loan in the principal amount set forth opposite its name on Schedule I hereto on the terms and conditions contained herein;
WHEREAS, the Borrower has informed the Administrative Agent that certain Events of Default listed in Schedule II attached hereto (such existing Events of Default, the Designated Defaults) have occurred and are continuing under the Credit Agreement as of the date hereof, and the Borrower has requested that the Administrative Agent and the Required Lenders waive the Designated Defaults subject to the terms and conditions of this Amendment; and