Tools / Amendment redlines / CoreWeave DDTL 2.0: First Amendment
Amendment redline · 29 August 2024
CoreWeave DDTL 2.0: First Amendment
What the amendment changed in the agreement, read from the marked-up copy attached to the filing: struck text was deleted, underlined text was added. Start with the figures and defined terms, then read each change in place.
First Amendment (S-1 Ex 10.14) on SEC EDGAR · The deal
- Provisions changed
- 17
- Sections touched
- 4
- Defined terms added
- 5
- Defined terms deleted
- 0
- Words inserted
- 320
- Words deleted
- 74
Figures
Numbers that changed
Amounts, percentages, ratios and periods deleted or inserted in the same provision. Read each in context below.
| Provision | Deleted figures | Inserted figures |
|---|---|---|
| “First Amendment Delayed Draw Loan Commitment” | $100,000,000. | |
| “Minimum Funded Amount” | – |
Defined terms
Definitions added, deleted and amended
Added 5
- First Amendment Effective Date
- First Amendment Delayed Draw Loan Commitment
- First Amendment Delayed Draw Loan Facility
- First Amendment Delayed Draw Loans
- Initial Delayed Draw Loans
Amended 6
- Commitments
- Delayed Draw Loan Commitment
- Delayed Draw Loan Facility
- Delayed Draw Loans
- Facility
- Minimum Funded Amount
The redline
Every change, provision by provision
Deleted text Inserted text
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Section 1.01 Defined Terms 11 changes
- “Commitments” “Commitments” shall mean, collectively, with respect to any Lender
,such Lender’s (a) Delayed Draw Loan Commitments and (b) First Amendment Delayed Draw Loan Commitments. - “Delayed Draw Loan Commitment” “Delayed Draw Loan Commitment” shall mean, collectively, (a) the Initial Delayed Draw Loan Commitment and (b) the Incremental Commitment.
- “Delayed Draw Loan Facility” “Delayed Draw Loan Facility” shall mean the Delayed Draw Loan Commitments and the Initial Delayed Draw Loans.
- “Delayed Draw Loans” “Delayed Draw Loans” shall mean
the term loans made by the Lenders to the Borrower from time to time pursuant to Section 2.01(a), collectively (a) the Initial Delayed Draw Loans and (b) the First Amendment Delayed Draw Loans. - “Facility” “Facility” shall mean, collectively (a) the Delayed Draw Loan Facility and (b) the First Amendment Delayed Draw Loan Facility.
- “First Amendment Effective Date” “First Amendment Effective Date” means August 29, 2024.
- “First Amendment Delayed Draw Loan Commitment” “First Amendment Delayed Draw Loan Commitment” shall mean, with respect to any Lender, the amount set forth on Schedule 2.01 under the heading “First Amendment Delayed Draw Loan Commitment”. The aggregate principal amount of the First Amendment Delayed Draw Loan Commitments on the First Amendment Effective Date is $100,000,000.
- “First Amendment Delayed Draw Loan Facility” “First Amendment Delayed Draw Loan Facility” shall mean the First Amendment Delayed Draw Loan Commitments and the First Amendment Delayed Draw Loans.
- “First Amendment Delayed Draw Loans” “First Amendment Delayed Draw Loans” shall mean the term loans made by the Lenders to the Borrower from time to time pursuant to Section 2.01(c).
- “Initial Delayed Draw Loans” “Initial Delayed Draw Loans” shall mean the term loans made by the Lenders to the Borrower from time to time pursuant to Section 2.01(a).
- “Minimum Funded Amount” “Minimum Funded Amount” shall mean
the amount equal to the lesser of (x)$6,0100,000,000and (y) the product of (i) 80% and (ii) aggregate Delayed Draw Loan Commitments in effect immediately after the Incremental Facility Sunset Date.
Section 2.01 Commitments 2 changes
- (a) The Initial Delayed Draw Loans. Subject to the terms set forth herein, each Lender
party heretohaving a Delayed Draw Loan Commitment agrees to make Initial Delayed Draw Loans in U.S. Dollars to the Borrower on any Business Day during the Delayed Draw Availability Period, in an aggregate principal amount that will not result in (i) any such Lender’s outstanding Initial Delayed Draw Loans exceeding such Lender’s Delayed Draw Loan Commitment then in effect or (ii) the aggregate outstanding Initial Delayed Draw Loans of all such Lenders exceeding the Total Delayed Draw Loan Commitments then in effect, in each case, after giving effect thereto and to the application of the proceeds thereof. Such Delayed Draw Loans may be Base Rate Loans or Term SOFR Loans as further provided herein. - (c) The First Amendment Delayed Draw Loans. Subject to the terms set forth herein, each Lender having a First Amendment Delayed Draw Loan Commitment agrees to make First Amendment Delayed Draw Loans in U.S. Dollars to the Borrower on any Business Day during the Delayed Draw Availability Period, in an aggregate principal amount that will not result in (i) any such Lender’s outstanding First Amendment Delayed Draw Loans exceeding such Lender’s First Amendment Delayed Draw Loan Commitment then in effect or (ii) the aggregate outstanding First Amendment Delayed Draw Loans of all Lenders exceeding the aggregate First Amendment Delayed Draw Loan Commitments then in effect, in each case, after giving effect thereto and to the application of the proceeds thereof. Such Delayed Draw Loans may be Base Rate Loans or Term SOFR Loans as further provided herein.
Section 2.06 Termination of Commitments 2 changes
- (i) Upon each Borrowing of Delayed Draw Loans, the
Delayed Draw LoanCommitments of each Lender will be reduced by an amount equal to the amount of Delayed Draw Loans made by such Lender in connection with such Borrowing. TheDelayed Draw LoanCommitments of each Lender will terminate at 11:59 p.m. New York time on the final day of the Delayed Draw Availability Period; and - (ii) Notwithstanding anything to the contrary in this Agreement, after the Termination Blackout Date and solely to the extent a GPU Server Disruption has occurred, the Borrower and the Lender Representative may mutually agree in their good faith determinations, at or about the time of such occurrence, to terminate, in whole or in part, without premium or penalty, the
Delayed Draw LoanCommitments; provided that each reduction of theDelayed Draw LoanCommitments shall be in an amount that is an integral multiple of $500,000 and not less than $1,000,000. The Borrower and Lender Representative shall notify the Lenders and the Administrative Agent, in writing, of any election to terminate or reduce theDelayed Draw LoanCommitments pursuant to this Section 2.06(a)(ii) at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. Any termination or reduction pursuant to this Section 2.06(a)(ii) shall apply proportionately and permanently to reduce theDelayed Draw LoanCommitments of each of the applicable Lenders.
Section 2.22 Incremental Facilities 2 changes
- (b) Any Incremental Facility shall be effected pursuant to an Incremental Facility
AgreementAmendment executed and delivered by the Administrative Agent, the Borrower and the applicable Incremental Lenders, which Incremental FacilityAgreementAmendment may, without the consent of any other Lenders, effect such amendments to this Agreement and the other Loan Documents as may be necessary or appropriate, in the reasonable opinion of the Administrative Agent and the Borrower, to effect the provisions of this Section 2.22 (it being agreed and understood that the terms applicable to any Incremental Facility incurred hereunder shall be substantially similar to the terms applicable to the - then-existing Commitments). The Lenders hereby irrevocably authorize and direct the Administrative Agent to enter into any Incremental Facility
AgreementAmendment and any amendment to any of the other Loan Documents with the Borrower or the Parent as may be necessary in order to establish new tranches or sub-tranches in respect of Delayed Draw Loans or Commitments increased or extended pursuant to this Section 2.22 and such technical amendments as may be necessary or appropriate in the reasonable opinion of the Administrative Agent and the Borrower in connection with the establishment of such new tranches or sub-tranches (which may include amending and restating the Loan Documents), in each case on terms consistent with this Section 2.22; it being acknowledged and agreed by each Lender that the Administrative Agent, in its capacity as such shall have no liability with respect to such amendments and each Lender hereby irrevocably waives to the fullest extent permitted by Law any claims with respect to such amendments. For the avoidance of doubt, the amendments referred to in this Section 2.22 shall be subject to the approval requirements set forth in Section 9.08(b)(i) through Section 9.08(b)(viii), in each case, to the extent applicable.
Method
The markup is the filer's: text shown struck through or underlined in colour in the filed agreement. It is read automatically from the filed HTML, so check any provision against the filed document before relying on it. Page numbers and contents entries are left out. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
