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Contract analysis / closing-agenda.docx
closing-agenda.docx
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I. KEY CONTACTS AND DISTRIBUTION LIST
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⚑ Commercial term
I. KEY CONTACTS AND DISTRIBUTION LIST The following is a comprehensive list of all parties, their respective representatives, and contact information relevant to this transaction. All communications relating to the Signing and Closing should be directed to the individuals identified below, with copies to the counsel identified in Section I.F. Unless otherwise specified, all notices and deliverables should be transmit
II. OVERVIEW OF TRANSACTION TIMELINE
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⚑ Commercial term
II. OVERVIEW OF TRANSACTION TIMELINE The following summary sets forth the key milestones in the transaction timeline from engagement through anticipated post-closing deliverables. All dates are actual or, where indicated, anticipated. Note Regarding Delayed Draw / Closing Mechanism: The Signing Date and the Closing Date are not simultaneous. The Credit Agreement will be executed on the Signing Date (May 15, 2024), an
III. LEGEND AND CONVENTIONS
III. LEGEND AND CONVENTIONS Status Column abbreviations The following abbreviations are used in the "Delivery" or "Status" columns throughout this Closing Agenda to indicate when each document or deliverable is required: Execution Requirements Unless otherwise noted, all documents shall be executed by the authorized officer(s) of the applicable party. Specific execution requirements applicable to certain documents ar
IV. PRE-SIGNING DELIVERABLES
IV. PRE-SIGNING DELIVERABLES Items to Be Completed Prior to May 15, 2024 The following documents and deliverables must be completed and delivered prior to or contemporaneously with the Signing Date. Unless otherwise indicated, all items listed below are conditions to the execution of the Credit Agreement on the Signing Date. A. Organizational Documents and Corporate Authorizations B. Due Diligence and Third-Party Rep
V. DOCUMENTS TO BE EXECUTED AT SIGNING (MAY 15, 2024)
V. DOCUMENTS TO BE EXECUTED AT SIGNING (MAY 15, 2024) The following documents are to be executed by the parties identified below on or before the Signing Date (May 15, 2024). Unless otherwise noted, all documents may be executed in counterparts and delivered via PDF, subject to the delivery of original executed signature pages within five (5) business days following the Closing Date. A. Credit Agreement and Core Loan
VI. CONDITIONS PRECEDENT TO CLOSING / FUNDING (JUNE 3, 2024)
VI. CONDITIONS PRECEDENT TO CLOSING / FUNDING (JUNE 3, 2024) The following documents and deliverables must be received by the Administrative Agent on or prior to the Closing Date (June 3, 2024) as conditions precedent to the obligation of the Lenders to fund the Term Loan. These conditions are in addition to the execution of the Credit Agreement and ancillary documents at Signing (Section V above) and the pre-signing
VII. FUNDS FLOW — CLOSING DAY ACTIONS (JUNE 3, 2024)
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⚑ Commercial term
VII. FUNDS FLOW — CLOSING DAY ACTIONS (JUNE 3, 2024) The following sets forth the sources and uses of funds on the Closing Date. All amounts are subject to final confirmation in the Funds Flow Memorandum to be circulated by Calderwood & Harkness LLP at least two (2) business days prior to the Closing Date (i.e., by May 30, 2024). A. Sources of Funds Note: The OID discount of 0.50% (50 basis points) on the aggregate p
1. Funds Flow Memorandum. Calderwood & Harkness LLP shall prepare and circulate a compreh
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⚑ Commercial term
1. Funds Flow Memorandum. Calderwood & Harkness LLP shall prepare and circulate a comprehensive Funds Flow Memorandum to the Administrative Agent, the Collateral Agent, the Borrower, and their respective counsel at least two (2) business days prior to the Closing Date (i.e., by May 30, 2024). The Funds Flow Memorandum shall set forth: (a) the final wire amounts and sequence; (b) complete wire transfer instructions fo
2. Wire Instruction Confirmation. Final wire amounts and wire transfer instructions shall
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⚑ Commercial term
2. Wire Instruction Confirmation. Final wire amounts and wire transfer instructions shall be confirmed in writing (by email or letter) by each disbursing and receiving party prior to the Closing Date. No wire transfer shall be initiated based on wire instructions received solely by telephone.
3. Wire Confirmation Receipts. Thomas Beckett (Crescent Harbor Bank, N.A., Loan Operation
3. Wire Confirmation Receipts. Thomas Beckett (Crescent Harbor Bank, N.A., Loan Operations & Agency Services) shall provide wire confirmation receipts (including Federal Reference Numbers, where applicable) to Calderwood & Harkness LLP and IHDC (Natasha Greenfeld, VP, Treasury & Capital Markets) promptly upon completion of each transfer. All wire confirmations shall be compiled and included in the Closing Memorandum
4. Reconciliation. Following the completion of all wire transfers, Calderwood & Harkness
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⚑ Commercial term
4. Reconciliation. Following the completion of all wire transfers, Calderwood & Harkness LLP shall prepare a reconciliation statement confirming that all sources and uses of funds balance and that all payees have confirmed receipt of the amounts specified in the Funds Flow Memorandum.
VIII. CLOSING DAY SEQUENCE OF EVENTS (JUNE 3, 2024)
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⚑ Commercial term
VIII. CLOSING DAY SEQUENCE OF EVENTS (JUNE 3, 2024) The following is the anticipated chronological sequence of events on the Closing Date. All times are Eastern Time (ET). The parties acknowledge that actual timing may vary and that the sequence may be adjusted by mutual agreement of counsel. 1. 8:00 AM ET — Calderwood & Harkness LLP and Blackthorn & Sundial Software jointly confirm in writing (via email to all parti
IX. POST-CLOSING OBLIGATIONS AND DELIVERABLES
IX. POST-CLOSING OBLIGATIONS AND DELIVERABLES The following obligations and deliverables must be completed after the Closing Date within the deadlines specified below. Post-closing items are covenants under the Credit Agreement or ancillary documents and are not conditions precedent to funding. Failure to satisfy post-closing obligations within the specified deadlines may constitute a Default or Event of Default unde
X. NOTARIZATION SCHEDULE — GERMAN DOCUMENTS
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⚑ Commercial term
X. NOTARIZATION SCHEDULE — GERMAN DOCUMENTS The following sets forth the schedule and logistics for the notarization of German-law documents that require execution before a German notary public (Notar). Notary A German notary public in Frankfurt am Main is to be engaged by Wendt Falkenberg Rechtsanwälte PartG mbB. The identity of the notary will be confirmed by Wendt Falkenberg and communicated to all parties. All no
1. German Land Charge Agreement (Grundschuldbestellungsurkunde) — Item No. 42
1. German Land Charge Agreement (Grundschuldbestellungsurkunde) — Item No. 42 The creation of a land charge (Grundschuld) over German real property requires notarial authentication (notarielle Beurkundung) pursuant to § 873 et seq. BGB (German Civil Code) and § 29 GBO (German Land Register Code). The notarized deed is a prerequisite to the registration of the Grundschuld in the land register (Grundbuch).
2. German Share Pledge Agreement (Anteilsverpfändungsvertrag) — Item No. 46
2. German Share Pledge Agreement (Anteilsverpfändungsvertrag) — Item No. 46 The pledge of shares (Geschäftsanteile) in a German limited liability company (GmbH) requires notarial authentication pursuant to § 15(3) GmbHG (German Limited Liability Companies Act), read in conjunction with § 1274(1) sentence 1 and § 1280 BGB. The notarized share pledge agreement is a prerequisite to the effectiveness of the pledge and to
XI. EXHIBIT A — MASTER DOCUMENT INDEX (CROSS-REFERENCE)
XI. EXHIBIT A — MASTER DOCUMENT INDEX (CROSS-REFERENCE) The following is a comprehensive listing of all documents in the transaction, organized by category, with cross-references to the item numbers used throughout this Closing Agenda. The Master Document Index encompasses all seventy-five (75) documents and work product items identified in connection with the Signing and Closing.
1. Credit Agreement and Core Loan Documents
1. Credit Agreement and Core Loan Documents
2. US Security and Collateral Documents
2. US Security and Collateral Documents
3. German Security and Collateral Documents
3. German Security and Collateral Documents
5. Sanctions, KYC, and Regulatory Compliance
5. Sanctions, KYC, and Regulatory Compliance
7. Due Diligence and Condition Precedent Documents
7. Due Diligence and Condition Precedent Documents
9. Correspondence and Internal Work Product
9. Correspondence and Internal Work Product
XII. EXHIBIT B — WIRE INSTRUCTIONS SUMMARY
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⚑ Commercial term
XII. EXHIBIT B — WIRE INSTRUCTIONS SUMMARY The following table summarizes the payees and amounts for all wire transfers to be effected on the Closing Date (June 3, 2024). This exhibit is provided as a placeholder and cross-reference to the Funds Flow Memorandum. Actual wire instructions (including bank names, ABA/SWIFT routing numbers, account numbers, and reference information) will be set forth in the Funds Flow Me
XIII. EXHIBIT C — SIGNATURE BLOCK DIRECTORY
XIII. EXHIBIT C — SIGNATURE BLOCK DIRECTORY The following is a comprehensive directory of all entities required to execute one or more documents in connection with the Signing and Closing, together with the name(s) and title(s) of their respective authorized signatories. This directory is provided for reference purposes and to facilitate the preparation of signature pages by counsel. Ironhaven Data Centers LLC Any on
1. PDF Delivery (Signing Date and Closing Date). Each party shall deliver a scanned PDF c
1. PDF Delivery (Signing Date and Closing Date). Each party shall deliver a scanned PDF copy of its executed signature page(s) to the applicable coordinating counsel by email on or before the applicable deadline. PDF signature pages shall be deemed effective as delivery of manually executed counterparts upon confirmation of receipt by the coordinating counsel.
2. Original Delivery (Post-Closing). Within five (5) business days following the Closing
2. Original Delivery (Post-Closing). Within five (5) business days following the Closing Date (i.e., by June 10, 2024), each party shall deliver original wet-ink executed signature pages to the applicable coordinating counsel by overnight courier (Severin Partners LLC, Tarrant & Co., or equivalent).
3. Coordination. Calderwood & Harkness LLP will maintain a signature page tracking log an
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⚑ Non-compete / exclusivity restraint
3. Coordination. Calderwood & Harkness LLP will maintain a signature page tracking log and will circulate updates to all parties as signature pages are received. Any issues regarding missing or incomplete signature pages will be escalated promptly by Lisa Morrow (C&H, Working Associate). — End of Closing Agenda — Prepared by Calderwood & Harkness LLP 125 Broad Street, New York, New York 10004 Matter No.: 1043-00001 M