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Contract analysis / prepayment-notice-form.docx
prepayment-notice-form.docx
High · 2
Medium · 8
Standard · 9
Section 1. Notice Header and Addressee Block
Section 1. Notice Header and Addressee Block Date: [__], 20[] To: Crescent Harbor Bank, N.A. as Administrative Agent under the Credit Agreement 1200 Harbor Point Drive Charlotte, North Carolina 28202 Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services Telephone: (704) 555-8200 Email: thomas.beckett@crescentharbor.com Re: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 —
Section 2. Notice of Voluntary Prepayment
Medium
⚑ Notice / time limit to track
Section 2. Notice of Voluntary Prepayment Reference is made to the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower")
Section 3. Voluntary Prepayment Details
Standard
⚑ Commercial term
Section 3. Voluntary Prepayment Details The Borrower hereby requests the following voluntary prepayment: 3.1 Date of Voluntary Prepayment: [__], 20[] 3.2 Aggregate Principal Amount of Prepayment: $[____] (United States Dollars) €[____] (Euros) (Aggregate total, expressed in USD equivalent: $[____________]) Instruction: The minimum voluntary prepayment amount for the USD Tranche is $1,000,000, and for the EUR Sub-Tran
Section 4. Soft Call Premium Acknowledgment
Standard
⚑ Commercial term
Section 4. Soft Call Premium Acknowledgment If the date of this voluntary prepayment falls on or prior to December 3, 2024 (i.e., within six (6) months of the Closing Date of June 3, 2024), the Borrower acknowledges that a prepayment premium of 1.00% of the aggregate principal amount being prepaid (the "Soft Call Premium") is payable in connection with this voluntary prepayment, in accordance with Section 2.05(c) of
Section 5. Breakage Costs
Standard
⚑ Commercial term
Section 5. Breakage Costs The Borrower acknowledges its obligation to compensate each Lender for any loss, cost, or expense incurred by such Lender as a result of this voluntary prepayment on a date other than the last day of the applicable Interest Period for any SOFR Rate Loan or EURIBOR Rate Loan, in accordance with Section 3.05 (Breakage Costs) of the Credit Agreement. Such breakage costs shall include, without l
Section 6. Wire Instructions and Funding
Standard
⚑ Commercial term
Section 6. Wire Instructions and Funding The Borrower shall remit the prepayment amount, together with (i) all accrued and unpaid interest on the principal amount being prepaid to but excluding the date of prepayment, (ii) any applicable Soft Call Premium, and (iii) any breakage costs, in each case to the account of the Administrative Agent specified in Annex B hereto (or such other account as the Administrative Agen
Section 7. Representations and Certifications
Medium
⚑ Forum / governing law
Section 7. Representations and Certifications The undersigned hereby certifies, represents, and warrants to the Administrative Agent and the Lenders, as of the date hereof and as of the date of the voluntary prepayment specified in Section 3.1 above, that: (a) no Default or Event of Default has occurred and is continuing or would result from the making of this voluntary prepayment; (b) all representations and warrant
Section 8. Signature block — Voluntary Prepayment
Section 8. Signature block — Voluntary Prepayment [Signature Page to Voluntary Prepayment Notice] IRONHAVEN DATA CENTERS LLC By: ________ Name: [____] Title: [____] Date: ________ PART II MANDATORY PREPAYMENT NOTICE (EXCESS CASH FLOW)
Section 1. Notice Header and Addressee Block
Section 1. Notice Header and Addressee Block Date: [__], 20[] To: Crescent Harbor Bank, N.A. as Administrative Agent under the Credit Agreement 1200 Harbor Point Drive Charlotte, North Carolina 28202 Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services Telephone: (704) 555-8200 Email: thomas.beckett@crescentharbor.com Re: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 —
Section 2. Notice of Mandatory Prepayment — Excess Cash Flow Sweep
Medium
⚑ Notice / time limit to track
Section 2. Notice of Mandatory Prepayment — Excess Cash Flow Sweep Reference is made to the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Ha
Section 3. Excess Cash Flow Calculation — Detailed Worksheet
Standard
⚑ Commercial term
Section 3. Excess Cash Flow Calculation — Detailed Worksheet The following Excess Cash Flow calculation has been prepared in accordance with the definition of "Excess Cash Flow" set forth in Section 1.01 of the Credit Agreement. All amounts are stated in United States Dollars. Where applicable, Euro-denominated amounts have been converted to United States Dollars at the applicable exchange rate as of the last day of
Section 4. Applicable Excess Cash Flow Percentage Determination
Section 4. Applicable Excess Cash Flow Percentage Determination The applicable Excess Cash Flow percentage (the "Applicable ECF Percentage") is determined based on the Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the last day of the Applicable Fiscal Year, calculated in accordance with the definitions of "Net Leverage Ratio," "Consolidated Total Net Debt," and "Consolidated Adjusted EBITDA
Section 5. Mandatory Prepayment Amount Calculation
Standard
⚑ Commercial term
Section 5. Mandatory Prepayment Amount Calculation Based on the Excess Cash Flow calculation set forth in Section 3 above and the Applicable ECF Percentage determined in Section 4 above, the mandatory prepayment amount payable by the Borrower is calculated as follows: Excess Cash Flow (from Section 3(j) above): $[____] Applicable ECF Percentage (from Section 4 above): [____]% Mandatory Prepayment Amount (Excess Cash
Section 6. Tranche Allocation
Standard
⚑ Commercial term
Section 6. Tranche Allocation The Mandatory Prepayment Amount shall be applied to the outstanding Tranches as follows (or as otherwise specified in Section 2.06(d) of the Credit Agreement): USD Tranche Allocation: $[____] EUR Sub-Tranche Allocation: €[____] (EUR amount determined based on the applicable exchange rate as of the Business Day immediately preceding the date of prepayment) Mandatory prepayments under Sect
Section 7. Certifications — Excess Cash Flow
Section 7. Certifications — Excess Cash Flow The undersigned hereby certifies, represents, and warrants to the Administrative Agent and the Lenders that: (a) the Excess Cash Flow calculation set forth in Section 3 of this notice is accurate and complete in all material respects and has been prepared in good faith in accordance with the definitions of "Excess Cash Flow" and all related defined terms set forth in Secti
Section 8. Signature block — Excess Cash Flow Mandatory Prepayment
Medium
⚑ Notice / time limit to track
Section 8. Signature block — Excess Cash Flow Mandatory Prepayment [Signature Page to Mandatory Prepayment Notice — Excess Cash Flow] IRONHAVEN DATA CENTERS LLC By: ________ Name: [____] Title: [____] Date: ________ PART III MANDATORY PREPAYMENT NOTICE (CHANGE OF CONTROL) — NOTICE OF CHANGE OF CONTROL — MANDATORY PREPAYMENT —
Section 1. Notice Header and Addressee Block
Medium
⚑ Notice / time limit to track
Section 1. Notice Header and Addressee Block Date: [__], 20[] To: Crescent Harbor Bank, N.A. as Administrative Agent under the Credit Agreement 1200 Harbor Point Drive Charlotte, North Carolina 28202 Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services Telephone: (704) 555-8200 Email: thomas.beckett@crescentharbor.com Re: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 —
Section 2. Notice of Change of Control Event
Medium
⚑ Notice / time limit to track
Section 2. Notice of Change of Control Event Reference is made to the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrowe
Section 3. Description of Change of Control Event
Section 3. Description of Change of Control Event The Borrower provides the following description of the Change of Control event: 3.1 Identity of Persons or Entities Involved: [Insert the full legal names and organizational details of all persons, entities, or groups involved in the transaction or event giving rise to the Change of Control, including any acquiring entity, target entity, or group of persons acting in
Section 4. Mandatory Prepayment Terms — Change of Control
High
⚑ Indemnity / guarantee obligation
Section 4. Mandatory Prepayment Terms — Change of Control Pursuant to Section 2.06(c) (Mandatory Prepayment — Change of Control) of the Credit Agreement, upon the occurrence of a Change of Control, the Borrower is required to prepay the entire outstanding principal amount of all Loans at a price equal to 101% of the aggregate outstanding principal amount thereof (the "Change of Control Prepayment Price"), together wi
Section 5. Certifications — Change of Control
Standard
⚑ Commercial term
Section 5. Certifications — Change of Control The undersigned hereby certifies, represents, and warrants to the Administrative Agent and the Lenders that: (a) the information set forth in this notice is true, correct, and complete in all material respects as of the date hereof, and the Borrower has not omitted any material information that would be necessary to make the statements contained herein not misleading; (b)
Section 6. Signature block — Change of Control Mandatory Prepayment
Section 6. Signature block — Change of Control Mandatory Prepayment [Signature Page to Mandatory Prepayment Notice — Change of Control] IRONHAVEN DATA CENTERS LLC By: ________ Name: [____] Title: [____] Date: ________ PART IV MANDATORY PREPAYMENT NOTICE (ASSET SALE / CASUALTY / OTHER MANDATORY PREPAYMENT EVENTS)
Section 1. Notice Header and Addressee Block
Section 1. Notice Header and Addressee Block Date: [__], 20[] To: Crescent Harbor Bank, N.A. as Administrative Agent under the Credit Agreement 1200 Harbor Point Drive Charlotte, North Carolina 28202 Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services Telephone: (704) 555-8200 Email: thomas.beckett@crescentharbor.com Re: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 —
Section 2. Notice of Mandatory Prepayment Event
Medium
⚑ Notice / time limit to track
Section 2. Notice of Mandatory Prepayment Event Reference is made to the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borr
Section 3. Details of Mandatory Prepayment Event
Medium
⚑ Notice / time limit to track
Section 3. Details of Mandatory Prepayment Event 3.1 Date of Event: [__], 20[] 3.2 Description of Event: [Insert a detailed narrative description of the Mandatory Prepayment Event, including the identity of the parties involved (if applicable), the nature and type of the assets disposed of or affected, the circumstances giving rise to the event, and any other material facts relevant to the determination of the Mandat
Section 4. Tranche Allocation and Application
Standard
⚑ Commercial term
Section 4. Tranche Allocation and Application The Mandatory Prepayment Amount shall be applied to the outstanding Tranches as follows (or as otherwise specified in Section 2.06(d) of the Credit Agreement): USD Tranche Allocation: $[____] EUR Sub-Tranche Allocation: €[____] (EUR amount determined based on the applicable exchange rate as of the Business Day immediately preceding the date of prepayment) Mandatory prepay
Section 5. Signature block — Other Mandatory Prepayment
High
⚑ Indemnity / guarantee obligation
Section 5. Signature block — Other Mandatory Prepayment [Signature Page to Mandatory Prepayment Notice — Asset Sale / Casualty / Other] IRONHAVEN DATA CENTERS LLC By: ________ Name: [____] Title: [____] Date: ________ ANNEX A DEFINITIONS USED IN THIS FORM For purposes of this Form of Prepayment Notice, the following terms shall have the meanings set forth in Section 1.01 (or, where applicable, elsewhere) of the Credi