Applied Digital Corp 8-K, filed Jun 16, 2026

Applied Digital Corp. (APLD)

8-K 2026-06-16 For: 2026-06-16

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Added on June 17, 2026

About this 8-K

Applied Digital Corp filed this 8-K on June 16, 2026.

Items reported

Item 1.01: Entered into a material agreement
Item 2.03: New debt or off-balance-sheet obligation
Item 9.01: Financial statements and exhibits

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3811 Turtle Creek Boulevard, Suite 2100, Dallas, Texas		75219
(Address of principal executive offices)		(Zip Code)

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		APLD		Nasdaq Global Select Market

Exhibit No.		Description
4.1		Indenture, dated as of June 16, 2026, among APLD ComputeCo 3 LLC, APLD HPC Holdings 2 LLC, the Subsidiary Guarantors as defined therein and Wilmington Trust, National Association, as trustee and collateral agent, relating to the 7.000% senior secured notes.
4.2		Form of Note representing the 7.000% Senior Secured Notes due 2031 (included as Exhibit A to Exhibit 4.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Date: June 16, 2026	APPLIED DIGITAL CORPORATION

	By:	/s/ Saidal Mohmand
	Name:	Saidal Mohmand
	Title:	Chief Financial Officer

		Page
Article 1 DEFINITIONS		1

Section 1.01	Definitions	1
Section 1.02	Other Definitions	33
Section 1.03	Rules of Construction	34
Section 1.04	[Reserved]	34

Article 2 THE NOTES		34

Section 2.01	Form and Dating	34
Section 2.02	Execution and Authentication	36
Section 2.03	Registrar and Paying Agent	37
Section 2.04	Paying Agent to Hold Money in Trust	37
Section 2.05	Holder Lists	37
Section 2.06	Transfer and Exchange	38
Section 2.07	Additional Notes	50
Section 2.08	Replacement Notes	51
Section 2.09	Outstanding Notes	51
Section 2.10	Treasury Notes	52
Section 2.11	Temporary Notes	52
Section 2.12	Cancellation	52
Section 2.13	CUSIP / ISIN Numbers	52

Article 3 REDEMPTION AND PREPAYMENT		53

Section 3.01	Notices to Trustee	53
Section 3.02	Selection of Notes to Be Redeemed	53
Section 3.03	Notice of Redemption	53
Section 3.04	Effect of Notice of Redemption	54
Section 3.05	Deposit of Redemption Price	54
Section 3.06	Notes Redeemed in Part	55
Section 3.07	Calculation of Redemption Price	55
Section 3.08	[Reserved]	55
Section 3.09	Mandatory Redemption; Open Market Purchases	55
Section 3.10	[Reserved]	55
Section 3.11	Datacenter Lease Termination Fee Mandatory Redemption	55

Article 4 COVENANTS		56

Section 4.01	Payment of Notes	56
Section 4.02	Maintenance of Office or Agency	56
Section 4.03	Compliance Certificate	56
Section 4.04	Limitation on Debt	57
Section 4.05	Limitation on Restricted Payments	60
Section 4.06	Limitation on Liens	62
Section 4.07	[Reserved]	62
Section 4.08	[Reserved]	62

Section 4.09	Reports	62
Section 4.10	[Reserved]	63
Section 4.11	Offer to Repurchase Upon a Change of Control	63
Section 4.12	[Reserved]	65
Section 4.13	Asset Sales and Casualty Events	65
Section 4.14	Exclusion of Excess Capacity Assets	67
Section 4.15	Limitation on Further Negative Pledges	68
Section 4.16	Sales and Leasebacks	69
Section 4.17	Partnerships, Formation of Subsidiaries, Future Subsidiary Guarantors	69
Section 4.18	Transactions with Affiliates	70
Section 4.19	Special Purpose Entity	73
Section 4.20	HoldCo Negative Covenant	75
Section 4.21	No Modification of Certain Agreements	75
Section 4.22	Debt Service Reserve Account	75
Section 4.23	Project Accounts; Cash Waterfall	76

Article 5 MERGERS AND CONSOLIDATIONS		78

Section 5.01	Issuer	78
Section 5.02	Subsidiary Guarantors	79
Section 5.03	Application	80
Section 5.04	Substitution	80

Article 6 DEFAULTS AND REMEDIES		80

Section 6.01	Events of Default	80
Section 6.02	Acceleration	83
Section 6.03	Waiver of Past Defaults	85
Section 6.04	Control by Majority	85
Section 6.05	Limitations on Suits	85
Section 6.06	Collection Suit by Trustee	86
Section 6.07	Priorities	86
Section 6.08	Trustee May File Proofs of Claim	86
Section 6.09	Holder Representation	86

Article 7 TRUSTEE AND COLLATERAL AGENT		87

Section 7.01	Duties of Trustee and Collateral Agent	87
Section 7.02	Rights of Trustee and Collateral Agent	88
Section 7.03	Individual Rights of Trustee and Collateral Agent	91
Section 7.04	Trustee’s and Collateral Agent’s Disclaimer	91
Section 7.05	Notice of Defaults	92
Section 7.06	Compensation and Indemnity	92
Section 7.07	Replacement of Trustee or Collateral Agent	93
Section 7.08	Successor Trustee or Collateral Agent by Merger, etc.	94
Section 7.09	Eligibility; Disqualification	94
Section 7.10	Intercreditor Agreement; Completion Guarantee.	94

Article 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE		95

Section 8.01	Option to Effect Legal Defeasance or Covenant Defeasance	95
Section 8.02	Legal Defeasance	95
Section 8.03	Covenant Defeasance	96
Section 8.04	Conditions to Legal or Covenant Defeasance	96
Section 8.05	Deposited Money and Government Securities to Be Held in Trust; Other Miscellaneous Provisions	97
Section 8.06	Repayment to the Issuer	98
Section 8.07	Reinstatement	98

Article 9 AMENDMENT, SUPPLEMENT AND WAIVER		98

Section 9.01	Without Consent of Holders of Notes	98
Section 9.02	With Consent of Holders of Notes	100
Section 9.03	Effect of Consents	101
Section 9.04	Notation on or Exchange of Notes	101
Section 9.05	Trustee to Sign Amendments, etc.	102

Article 10 SATISFACTION AND DISCHARGE		102

Section 10.01	Satisfaction and Discharge	102
Section 10.02	Application of Trust Money	103

Article 11 SUBSIDIARY GUARANTEES		103

Section 11.01	Guarantee	103
Section 11.02	Limitation on Subsidiary Guarantor Liability	104
Section 11.03	Releases	105
Section 11.04	Notation Not Required	105

Article 12 COLLATERAL AND SECURITY		105

Section 12.01	Grant of Security Interest	105
Section 12.02	Further Assurances; Liens on Additional Property	106
Section 12.03	[Reserved]	106
Section 12.04	Release and Subordination of Collateral	106
Section 12.05	Release and Subordination Documentation	107
Section 12.06	[Reserved]	107
Section 12.07	Purchaser Protected	107
Section 12.08	Authorization of Receipt of Funds by the Trustee Under the Collateral Documents	108
Section 12.09	Powers Exercisable by Receiver or Trustee	108
Section 12.10	Real Estate Deliverables	108

Article 13 MISCELLANEOUS		109

Section 13.01	Notices	109
Section 13.02	Certificate and Opinion as to Conditions Precedent	110
Section 13.03	Statements Required in Certificate or Opinion	110
Section 13.04	Rules by Trustee and Agents	111
Section 13.05	No Personal Liability of Directors, Officers, Employees and Stockholders	111
Section 13.06	Governing Law	111
Section 13.07	Waiver of Immunity	111
Section 13.08	Waiver of Jury Trials	112
Section 13.09	No Adverse Interpretation of Other Agreements	112
Section 13.10	Successors	112
Section 13.11	Patriot Act	112
Section 13.12	Severability	112
Section 13.13	Counterpart Originals	112
Section 13.14	Table of Contents, Headings, etc.	113
Section 13.15	Legal Holidays	113

Article 14 PRINCIPAL AMORTIZATION		113

Section 14.01	Installment Payments	113
Section 14.02	Modifications to Amortization Payments	114
Section 14.03	Notices to Trustee	114
Section 14.04	Selection of Notes to Be Repaid	114
Section 14.05	Notice of Installment	115
Section 14.06	Effect of Notice of Installment	115
Section 14.07	Deposit of Installment	115
Section 14.08	Notes Repaid in Part	115

Term		Defined in Section

“Additional Notes”		Section 2.07(a)
“Additional Notes Special Mandatory Redemption”		Section 2.07(a)(5)
“Advance Offer”		Section 4.13(c)
“Advance Portion”		Section 4.13(c)
“Affiliate Transaction”		Section 4.18
“Applicable Premium Deficit”		Section 3.03
“Asset Sale/Casualty Event Offer”		Section 4.13(c)
“Change of Control Offer”		Section 4.11(a)
“Change of Control Payment”		Section 4.11(a)
“Change of Control Payment Date”		Section 4.11(b)
“Covenant Defeasance”		Section 8.03
“Datacenter Lease EoD Period”		Section 6.01(11)
“Datacenter Lease Termination”		Section 6.01(11)
“Datacenter Lease Termination Fee Mandatory Redemption”		Section 3.11(a)
“Debt Service Reserve Account”		Section 4.23(a)(2)
“Designated Account”		Section 4.23(a)(4)
“Directing Holder”		Section 6.02
“Event of Default”		Section 6.01
“Excess Proceeds”		Section 4.13(c)
“Final Commencement Date”		Section 14.01
“IDC Account”		Section 4.23(a)(5)
“Installment”		Section 14.01
“Legal Defeasance”		Section 8.02
“Mandatory Redemption Trigger”		Section 3.11(a)
“Noteholder Direction”		Section 6.02
“Notes Proceeds Account”		Section 4.23(a)(3)
“Pari Passu Debt”		Section 4.13(b)(1)
“Payment Default”		Section 6.01(4)(a)
“Position Representation”		Section 6.02
“Project Accounts”		Section 4.23(a)
“Restricted Payments”		Section 4.05(a)
“Revenue Account”		Section 4.23(a)(1)
“Successor Issuer”		Section 5.01(a)(1)
“Successor Subsidiary Guarantor”		Section 5.02(a)(1)
“Title Insurer”		Section 12.10(a)(iii)
“Verification Covenant”		Section 6.02

	(1)	the clause of the Notes pursuant to which the redemption shall occur;

	(2)	the redemption date;

	(3)	the principal amount of the Notes to be redeemed;

	(4)	the redemption price; and

	(5)	the applicable CUSIP numbers, if any.

	(1)	(a) solely following the occurrence of the Final Commencement Date, Debt of the Company Parties under Credit Facilities (which may include Additional Notes) in an aggregate principal amount at any time outstanding pursuant to this clause (a) not to exceed 50.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee; provided that (A) in the case of any Debt incurred pursuant to this clause (1) that is secured by Liens on the Collateral on a pari passu basis with the Notes, such Debt shall not (i) have an earlier maturity date or a shorter weighted average life to maturity than the maturity date applicable to the Notes or (ii) have any obligors or collateral that are not also obligors or Collateral for the Notes, and (B) in the case of any other Debt incurred pursuant to this clause (1), such Debt is unsecured or secured by the Collateral on a junior lien basis relative to the Notes, and (b) any Refinancing thereof;

	(2)	(x) Debt represented by the Notes (other than any Additional Notes) and any Subsidiary Guarantee thereof and (y) Debt of the Company Parties existing on the Issue Date (other than Debt pursuant to clause (2)(x) of this Section 4.04(a));

	(3)	Debt in an aggregate amount not to exceed, when taken together with all Restricted Payments made in reliance on Section 4.05(b)(9), the Available Retained Excess Cash Flow Amount;

	(4)	Debt among the Company Parties;

	(5)	Debt in respect of repurchase agreements constituting Cash Equivalents;

	(6)	Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts;

	(7)	Debt of the Company Parties secured by Liens permitted by clause (m) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to Section 4.04(a)(12)(i), $20.0 million at any time outstanding; provided, that any such Debt shall be secured only by the Property acquired in connection with the incurrence of such Debt;

	(8)	other Debt of the Company Parties in an aggregate principal amount not to exceed $10.0 million at any one time outstanding;

	(9)	to the extent constituting Debt, contingent obligations of the Company Parties under or in respect of performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations in each case incurred in the ordinary course of business and not in connection with debt for borrowed money;

	(10)	to the extent constituting Debt, Debt of the Company Parties arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided, that such Debt is extinguished within 10 Business Days of its incurrence;

	(11)	Additional Project Debt of the Company Parties, so long as the Additional Project Debt Conditions are satisfied with respect thereto on or prior to the date of incurrence of such Additional Project Debt;

	(12)	(i) Finance Lease Obligations of the Company Parties not to exceed, when taken together with any outstanding Debt permitted to be incurred pursuant to Section 4.04(a)(7), an aggregate principal amount of $20.0 million at any time outstanding; provided, that any such Debt shall be secured only by the Property subject to such Finance Lease Obligations (it being understood that individual financings provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its Affiliates) and (ii) Finance Lease Obligations of the Company Parties in respect of equipment leases entered into in the ordinary course of business;

	(13)	trade payables incurred in the ordinary course of business (but not for borrowed money) and (A) not more than ninety (90) days past due or (B) being contested in good faith by appropriate proceedings;

	(14)	to the extent constituting Debt, financing of insurance premiums;

	(15)	contingent obligations resulting from indemnities provided under (i) the Transaction Documents and indemnities provided in the ordinary course under other Project Documents and (ii) any Additional Transaction Documents and indemnities provided in the ordinary course under other Additional Project Documents;

	(16)	obligations of the Company Parties under the Project Documents or any Additional Project Documents incurred in the ordinary course of business (including any guarantees made pursuant to the Project Documents or any Additional Project Documents) to the extent such amounts are (A) not overdue by more than ninety (90) days or (B) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Company Parties’ standard accounting practices;

	(17)	letters of credit issued in an aggregate principal amount not to exceed $20.0 million at any one time outstanding in connection with the Project or any Additional Project where Parent is named as a co-applicant on any such letter of credit;

	(18)	to the extent constituting Debt, reimbursement and other payment obligations not constituting Debt for borrowed money owed by any Company Party in respect of a Shared Facilities Arrangement that is effected pursuant to and subject to a Shared Facilities Agreement;

	(19)	(a) solely following the occurrence of the Final Commencement Date, Debt of the Company Parties in an aggregate principal amount at any time outstanding pursuant to this clause (19) not to exceed an amount equal to (x) the Full Budgeted Cost of Construction minus (y) the aggregate principal amount of Notes issued on the Issue Date, so long as the Issuer obtains confirmation from at least two of the Rating Agencies (one of which must be Fitch if Fitch rates the Notes) that then rate the Notes (or both Rating Agencies that then rate the Notes, if only two Rating Agencies then rate the Notes) that the corporate credit ratings of the Issuer after giving effect to the incurrence of such Debt, will be no lower than the corporate credit ratings of the Issuer immediately prior to the time of incurrence of such Debt, and (b) any Refinancing thereof; and

	(20)	to the extent not constituting Debt for borrowed money, any transaction not prohibited by Section 4.06, Section 4.13, Article 5, Section 4.18 or Section 4.05.

	(a)	dividends, payments or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Equity Interests) of the Issuer or in options, warrants or other rights to purchase such Equity Interests (other than Disqualified Equity Interests); or

	(b)	dividends, payments or distributions by any Subsidiary Guarantor so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by any Subsidiary Guarantor, the Issuer or any Subsidiary Guarantor, directly or indirectly, receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities;

	(2)	redeem, purchase, repurchase, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any parent entity of the Issuer, including in connection with any merger, amalgamation or consolidation, in each case, held by a Person other than a Company Party;

	(3)	make any principal payment on, or redeem, purchase, repurchase, defease, discharge or otherwise acquire or retire for value, in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Debt, other than:

	(1)	Restricted Payments by the Issuer up to an amount equal to the Permitted Tax Distribution Amount for each applicable Tax period; provided, that the Debt Service Reserve Account shall be funded at such date in an aggregate amount no less than the then-applicable Debt Service Reserve Required Amount;

	(2)	Restricted Payments by a Subsidiary Guarantor to the Issuer;

	(3)	solely following the occurrence of the Final Commencement Date, Restricted Payments in an aggregate amount outstanding not to exceed (A) 30.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee plus (B) an amount equal to (x) the Full Budgeted Cost of Construction minus (y) the aggregate principal amount of Notes issued on the Issue Date;

	(4)	payment of cash dividends by the Issuer so long as the proceeds thereof are promptly used (or subsequently paid to a parent company) for payment of obligations under or in respect of director and officer insurance policies to the extent reasonably attributable to the ownership or operation of the Issuer;

	(5)	payments by the Issuer to any controlled affiliates or any parent company of the Issuer for any financial advisory, financing, underwriting or placement services or in respect of other investment banking activities, including in connection with the Transactions and other acquisitions or divestitures, which payments are approved by the board of directors or board of managers, as applicable, of the Issuer in good faith;

	(6)	to the extent constituting Restricted Payments, the Company Parties may enter into any Permitted Investment and transactions expressly permitted pursuant to Article 5 or Section 4.13;

	(7)	Restricted Payments made pursuant to the Transaction Documents or any Additional Project Documents;

	(8)	Restricted Payments by the Issuer in respect of any Pass Through Operating Expenses;

	(9)	solely following the occurrence of the Final Commencement Date, Restricted Payments in an aggregate amount outstanding not to exceed, when taken together with the aggregate principal amount of any outstanding Debt incurred in reliance on Section 4.04(a)(3), the Available Retained Excess Cash Flow Amount;

	(10)	Restricted Payments in connection with the Corporate Services Agreement and any related documents contemplated or necessitated thereunder;

	(11)	Restricted Payments of any property or assets comprising Excess Property or the proceeds from the sale or disposition of Excess Property;

	(12)	solely following the Final Commencement Date, a one-time Restricted Payment equal to the Unused Contingency Amount; and

	(13)	after the occurrence of both: (1) a Datacenter Lease Termination and (2) the entry into a new Datacenter Lease with a Qualifying Tenant on or prior to the expiration of the Datacenter Lease EoD Period, Restricted Payments in an amount equal to any Datacenter Lease MRCs received on account of the terminated Datacenter Lease.

	(1)	Within sixty (60) days after the end of each of the first three Fiscal Quarters of each Fiscal Year beginning with the second Fiscal Quarter in 2026, the unaudited consolidated balance sheets of the Issuer as at the end of such Fiscal Quarter and the related consolidated unaudited statements of operations, stockholders’ equity and cash flows of the Issuer for such Fiscal Quarter and for the period from the beginning of the then-current Fiscal Year to the end of such Fiscal Quarter.

	(2)	(i) Within one hundred and twenty (120) days after the end of each Fiscal Year, the audited consolidated financial statements of the Issuer, together with the related balance sheets, statements of operations, stockholders’ equity and cash flows for such Fiscal Year; and (ii) with respect to such financial statements referred to in the foregoing clause (i), a report thereon of any independent certified public accountants of recognized national standing selected by the Issuer in good faith.

	(3)	The Issuer shall participate in a telephonic meeting (which shall include a discussion of the status of the development of each Project for which the Commencement Date has not, as of such date, occurred) with the Holders within ten (10) Business Days of delivering financial statements pursuant to clauses (a)(1) and (a)(2) of this Section 4.09 (or, at the Issuer’s option, within ten (10) Business Days of furnishing to Holders a summary condensed consolidated annual or quarterly income statement and balance sheet and a summary discussion of the results of operations for the relevant reporting period) to be held at such reasonable time as may be determined by the Issuer, limited to one such telephonic meeting each calendar year, and the Issuer will provide notice to Holders through the facilities of DTC or by issuing a press release to an internationally recognized wire service at least three Business Days prior to the date of the conference call, announcing the time and date of such conference call and either including all information necessary to access the call or directing Holders to the appropriate contact at the Issuer to obtain such information.

	(1)	accept for payment all Notes or portions of Notes validly tendered pursuant to the Change of Control Offer;

	(2)	deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all Notes or portions of Notes validly tendered; and

	(3)	deliver or cause to be delivered to the Trustee the Notes validly tendered together with an Officer’s Certificate stating the aggregate principal amount of Notes or portions of Notes being purchased by the Issuer.

	(1)	the Company Party receives consideration (including by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, in connection with such Asset Sale) at the time of such Asset Sale at least equal to the Fair Market Value (measured at the time of contractually agreeing to such Asset Sale) of the assets sold or otherwise disposed of; and

	(2)	except in the case of a Permitted Asset Swap, at least 75.0% of the consideration for such Asset Sale, received (or to be received) by the Company Parties is in the form of Cash or Cash Equivalents.

	(1)	to prepay, repay or purchase (A) the Notes and (B) any other Debt that is secured by Liens on the Collateral on a pari passu basis with the Notes (“Pari Passu Debt”) on a no greater than pro rata basis relative to the amount of any prepayment, repayment or purchase of the Notes pursuant to clause (A) or the amount of any offer to repurchase the Notes pursuant to the procedures for an Asset Sale/Casualty Event Offer described below (whether or not any Notes are tendered in such Asset Sale/Casualty Event Offer described below);

	(2)	to invest in the business of the Issuer or its Subsidiaries (including, without limitation, to (i) acquire, maintain, develop, construct, improve, upgrade, or repair any asset used or useful in such business or to make any acquisition or other investment in a Similar Business or (ii) make capital expenditures) (provided, that, with respect to Asset Sales, application of Net Cash Proceeds in accordance with this clause (2) will only be permitted after the conclusion of the Construction Period); or

	(3)	any combination of the foregoing;

	(1)	any liabilities (as shown on the Company Party’s most recent balance sheet or in the footnotes thereto) of the Company Parties, other than contingent liabilities and liabilities that are by their terms subordinated in right of payment to the Notes, that are assumed by the transferee of any such assets and for which the Company Party has been validly released by all creditors in writing;

	(2)	any securities, notes or other obligations received by the Company Parties from such transferee that are converted by the Company Parties into cash within 180 days of the receipt of such securities, notes or other obligations, to the extent of the cash received in that conversion;

	(3)	(A) any stock or assets acquired in connection with a reinvestment of the Net Cash Proceeds to acquire (x) all or substantially all of the assets of, or any Capital Stock of, another Person engaged primarily in a Similar Business, if, after giving effect to any such acquisition of Capital Stock, such Person is or becomes a Company Party and (y) other assets (that are not inventory or working capital unless the sold assets were inventory or working capital) that are used or useful in a Similar Business, and (B) any stock or assets as described in the preceding clauses (A)(x) and (A)(y) acquired in exchange for the assets being disposed of pursuant to the respective Asset Sale; and

	(4)	any Designated Non-cash Consideration received by a Company Party in such Asset Sale having an aggregate Fair Market Value not to exceed $30.0 million at the time of the receipt of such Designated Non-cash Consideration, with the Fair Market Value of each item of Designated Non-cash Consideration being measured at the time received and without giving effect to subsequent changes in value.

	(1)	the foregoing shall not apply to restrictions and conditions imposed by law, rule, regulation or order or by any restrictions and conditions contained in any Notes Document or the Project Documents or any Additional Project Documents;

	(2)	the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to Debt not prohibited by Section 4.04;

	(3)	the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any sale, lease, sale and leaseback, assignment, conveyance, exclusive license (as licensor), transfer or other dispositions not prohibited by Article 5 or Section 4.13 pending such dispositions;

	(4)	the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment, subletting or other transfer thereof (including the granting of any Lien);

	(5)	the foregoing shall not apply to restrictions or conditions imposed by restrictions on cash and other deposits or net worth provisions in leases and other agreements entered into in the ordinary course of business;

	(6)	the foregoing shall not apply if such restrictions and conditions were binding on a Company Party or its assets at the time such Company Party first becomes a Company Party or such assets were first acquired by such Company Party (other than a Company Party that was a Company Party on the Issue Date or assets owned by any Company Party on the Issue Date), so long as such obligations were not entered into in contemplation of such Person becoming a Company Party or assets being acquired;

	(1)	reasonable fees and compensation paid to and indemnities provided for or on behalf of all officers, directors, members of management, managers, employees, members, partners, consultants or independent contractors of any Company Party, as well as compensation to Affiliates in connection with financial advisory, consulting, financing, underwriting or placement services or in respect of other investment banking activities and other transaction fees, including in connection with any acquisitions or divestitures, in each case as determined in good faith by such Company Party’s board of directors or senior management;

	(2)	Restricted Payments, Permitted Investments and any other transaction or arrangement made in accordance with the terms of this Indenture;

	(3)	payments by any Subsidiary Guarantor to reimburse the Issuer or any of its Affiliates for their reasonable out-of-pocket expenses, and to indemnify them, pursuant to the terms of their respective Organizational Documents;

	(4)	the Transaction Documents as in effect on the Issue Date entered into by any Company Party with any or more of its Affiliates and the transactions expressly contemplated thereby, and any Replacement Project Contracts in respect thereof (provided that such Replacement Project Contracts are not materially less favorable to the Company Parties than the Project Documents they replace as determined by the Issuer in good faith), and any Additional Transaction Documents;

	(5)	sales or issuances of Capital Stock to Affiliates of the Issuer not prohibited by this Indenture or the other Notes Documents;

	(6)	transactions with customers, clients, franchisees, suppliers or purchasers or sellers of goods or services, or transactions otherwise relating to the purchase or sale of goods or services, in each case, in the ordinary course of business and otherwise in compliance with the terms of this Indenture, which are fair to the Company Parties (as determined in good faith by the Issuer), or are on terms at least as favorable, in all material respects, as might reasonably have been obtained at such time from an unaffiliated party;

	(7)	the entering into of any Tax sharing agreement or arrangement (or any payments made thereunder) to the extent payments under such agreement or arrangement would otherwise be permitted pursuant to Section 4.05(b)(1);

	(8)	any contribution to the capital of the Company Parties;

	(9)	any subscription agreement or similar agreement pertaining to the repurchase of Equity Interests pursuant to put/call rights or similar rights with current or former officers, directors, members of management, managers, employees, members, partners, consultants or independent contractors;

	(10)	transactions and contracts in existence on the Issue Date and any amendment, modification, extension or replacement thereof to the extent such amendment, modification, extension or replacement, taken as a whole, is not materially adverse to the Holders than the relevant transaction in existence on the Issue Date, in each case as determined in the good faith judgment of the Issuer;

	(11)	the payment of customary fees and reasonable out-of-pocket costs to, and indemnities provided on behalf of, members of the board of directors, officers, employees, members of management, managers, members, partners, consultants and independent contractors of the Company Parties;

	(12)	any transaction between or among the Company Parties and/or one or more Joint Ventures with respect to which any of the Company Party holds Equity Interests (or any entity that becomes a Company Party or a Joint Venture, as applicable, as a result of such transaction) to the extent not prohibited by this Indenture;

	(13)	any transaction in which a Company Party delivers to the Trustee a letter from an Independent Financial Advisor stating that such transaction is fair to the relevant Company Party from a financial point of view or stating that the terms are not materially less favorable, when taken as a whole, to the Company Parties than those that would have been obtained in a comparable transaction by the Company Party with an unrelated Person on an arm’s length basis;

	(14)	Affiliate purchases of the Notes to the extent permitted under this Indenture, and the payments and other related transactions in respect thereof (including any payment of out-of-pocket expenses incurred by such Affiliate in connection therewith);

	(15)	any sale, lease, sale and leaseback, assignment, conveyance, license, transfer or other disposition, and any other agreement, contract or transaction, in each case in connection with any Shared Facilities Arrangement that is effected pursuant to and subject to a Shared Facilities Agreement;

	(16)	any lease entered into between any Company Party, on the one hand, and any Affiliate of the Issuer, on the other hand, which is approved by the Board of Directors of the Issuer or is entered into in the ordinary course of business;

	(17)	transactions between any Company Party and any other Person that would constitute an Affiliate solely because a director of such other Person is also a director of the Issuer; provided, however, that such director abstains from voting as a director of the Issuer on any matter including such other Person;

	(18)	any transition services arrangement, supply arrangement or similar arrangement entered into in connection with or in contemplation of the disposition of assets or Equity Interests in any Subsidiary Guarantor not in violation of Section 4.13 or through the ordinary course of business, in each case, that the Board of Directors of the Issuer determines is either fair to the Issuer or otherwise on customary terms for such type of arrangements in connection with similar transactions;

	(19)	any payments by the Company Parties pursuant to tax sharing or similar agreements among the Issuer and its Subsidiaries on customary terms; provided that such payments shall not exceed the excess (if any) of the amount of Taxes that the relevant Company Parties would have paid on a stand-alone basis over the amount of such Taxes actually paid by the relevant Company Parties directly to governmental authorities;

	(20)	payments to and from, and transactions with, any Joint Ventures entered into in the ordinary course of business, consistent with past practice or consistent with industry norm (including any cash management activities related thereto);

	(21)	transactions undertaken in good faith (as certified by a responsible financial or accounting officer of the Issuer in an Officer’s Certificate) for the purposes of improving the consolidated tax efficiency of the Issuer and its Subsidiaries and not for the purpose of circumventing any covenant set forth in this Indenture;

	(22)	transactions and contracts entered into in connection with the issuance of the Notes or any Additional Project Debt, and, in each case, any amendment, modification, extension or replacement thereof not prohibited by this Indenture;

	(23)	any transaction in connection with the release of any property from the Collateral permitted by this Indenture and other Notes Documents; and

	(24)	transactions and contracts entered into in connection with the Corporate Services Agreement and any related documents contemplated or necessitated thereunder;

	(25)	any sale, lease, sale and leaseback, assignment, conveyance, license, transfer or other disposition or contract in respect of Excess Property; and

	(26)	any contribution by Parent or any Affiliate of the Company Parties of unencumbered assets or properties to the Company Parties, whether for the purpose of assisting in the construction, development, operation, or maintenance of the Project or otherwise, together with any related transfer documentation or agreements executed in connection with such contribution.

	(1)	engage in any business or activity other than (i) the development and operation of the Project and any Additional Projects, (ii) the transfer and pledge of Collateral pursuant to the terms of the Collateral Documents and the transfer and pledge of any collateral pursuant to the terms of the collateral documents relating to any Additional Project Debt, (iii) the entry into and the performance under the Transaction Documents to which it is a party and any Additional Transaction Documents to which it is a party, including, in each case, any customary agreements relating to the financing of the Project or any Additional Projects, (iv) the assignment, transfer, subdivision, conveyance, leasing, licensing, encumbering or otherwise utilization, commercialization, exploitation or disposition in any way, from time to time, of all or any portion of the Excess Property in the Issuer’s sole discretion, so long as such assignment, transfer, subdivision, conveyance, leasing, licensing, encumbering or other utilization, commercialization, exploitation, or disposition would not reasonably be expected to materially and adversely affect the Company Parties’ ability to perform their obligations under the Datacenter Lease (as determined by the Issuer in its good faith), (v) the entry into and performance of any Shared Facilities Agreement, and any other agreement, contract or transaction in connection with any Shared Facilities Arrangement that is effected pursuant to and subject to a Shared Facilities Agreement, and (vi) such other activities as are incidental thereto;

	(2)	acquire or own any material assets other than (i) the Project, any Additional Projects, any Shared Facilities, and any Excess Property, (ii) any incidental property as may be necessary or desirable for the development and operation of the Project, any Additional Projects and any Shared Facilities, (iii) the Equity Interests of the Company Parties or any other Subsidiary permitted pursuant to Section 4.19(4) below, (iv) rights under the Transaction Documents, any Additional Transaction Documents and the Datacenter Leases and (v) Cash, Cash Equivalents and deposit and securities accounts;

	(3)	except as permitted by this Indenture (i) merge into or consolidate with any Person or dissolve, terminate or liquidate in whole or in part, transfer or otherwise dispose of all or substantially all of its assets, or (ii) change its legal structure, or jurisdiction of incorporation;

	(4)	form, acquire or own any Subsidiary, own any Equity Interests in any other entity, or make any Investment in any Person other than, subject to the satisfaction of the Additional Project Debt Conditions, in connection with an Additional Project or to the extent permitted in its memorandum and articles or in connection with a transfer of Property to such Subsidiary;

	(5)	fail to maintain separate books and records from the books and records of any of its Affiliates, or of any other Person other than a Company Party;

	(6)	without limiting the ability to make payments permitted to be made under, or otherwise comply with its obligations under or in connection with, the Transaction Documents, any Additional Transaction Documents or any Shared Facilities Agreement, commingle its assets with the assets of any of its Affiliates, or of any other Person other than a Company Party;

	(7)	enter into any contract or agreement with any Person (other than another Company Party), except (i) as otherwise permitted under the Notes Documents, Transaction Documents, any Additional Transaction Documents, any Shared Facilities Agreement, and any other agreement, contract or transaction in connection with any Shared Facilities Arrangement that is effected pursuant to and subject to a Shared Facilities Agreement, in each case to which it is a party, including, in each case, any customary agreements relating to the financing of the Project or any Additional Project, (ii) organizational documents and (iii) other contracts or agreements that are upon terms and conditions that are commercially reasonable and substantially similar to those that would be available on an arm’s-length basis with third parties other than such Person (as determined by the Issuer in good faith);

	(8)	seek its dissolution or winding up in whole or in part;

	(9)	fail to use commercially reasonable efforts to correct promptly any material known misunderstandings regarding the separate identities of the Issuer, on the one hand, and any Affiliate or any principal thereof or any other Person, on the other hand;

	(10)	except as permitted by the Notes Documents, guarantee, become obligated for, or hold itself out to be responsible for the Debt of another Person;

	(11)	fail, in any material respect, either to hold itself out to the public as a legal entity separate and distinct from any other Person or to conduct its business, solely in its own name in order not (i) to mislead others as to the identity of the Person with which such other party is transacting business, or (ii) to suggest that it is responsible for the Debt of any third party (including any of its principals or Affiliates (other than as contemplated or permitted pursuant to the Transaction Documents and any Additional Transaction Documents));

	(12)	fail, to the extent of its own funds (taking into account the requirements in the Notes Documents and any Additional Project Debt), to maintain adequate capital for the normal obligations reasonably foreseeable in a business of its size and character and in light of its contemplated business operations;

	(13)	[reserved];

	(14)	without limiting the appointment of officers, maintain, hire or employ any individuals as employees;

	(15)	acquire the obligations or securities issued by its Affiliates or members (other than a Company Party or any other Subsidiary permitted pursuant to Section 4.19(4) above);

	(16)	pledge its assets to secure the obligations of any other Person, except as permitted by the Notes Documents; or

	(17)	(i) institute proceedings to be adjudicated bankrupt or insolvent, (ii) institute or consent to the institution of Insolvency or Liquidation Proceedings against it, (iii) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy or insolvency, (iv) seek or consent to the appointment of a receiver, liquidator, provisional liquidator, assignee, trustee, sequestrator, collateral agent or any similar official for the Issuer, (v) make any general assignment for the benefit of the Issuer’s creditors, (vi) admit in writing its inability to pay its debts generally as they become due, or (vii) take any corporate action to approve any of the foregoing.

	(1)	an account funded with proceeds of all revenues, lease and other payments, cash and proceeds generated from the ELN-04 Project, Cash and all other amounts received in respect of APLD ELN-04 that is not required or permitted to be deposited into another Project Account pursuant to this Indenture, in each case other than to the extent such amounts are permitted to be released from the Revenue Account pursuant to this Indenture, and other than amounts required to be deposited into the Designated Account (the “Revenue Account”);

	(2)	an account funded on the Issue Date in an amount equal to $81.0 million, and thereafter, funded in accordance with Section 4.22 (the “Debt Service Reserve Account”), to be used in accordance with Section 4.22;

	(3)	the account into which the net proceeds from the offering of the Notes (other than certain fees and expenses and the applicable amounts necessary to fund the IDC Account (as defined below) and the Debt Service Reserve Account) will be deposited by the Issuer on the Issue Date, to be used only to fund the construction and associated expenses of the Project, to repay the aggregate principal balance plus any accrued interest under the Bridge Facility, and to pay transaction expenses and operating expenses of the Project and, during the Construction Period, scheduled interest payments on the Notes (the “*Notes Proceeds Account”); provided* that any amounts remaining in the Notes Proceeds Account on the 60^th calendar day after the Final Commencement Date may be deposited into the Revenue Account or otherwise applied in a manner not prohibited by this Indenture;

	(4)	the account into which the Datacenter Lease Termination Fee will be deposited by CoreWeave or any Qualifying Tenant to the extent payable pursuant to the applicable Datacenter Lease (the “Designated Account”); and

	(5)	the account into which $129.0 million of the net proceeds from the offering of the Initial Notes will be deposited, to be used to fund interest on the Notes during construction of the Project (the “IDC Account”); provided that any amounts remaining in the IDC Account on the 60^th calendar day after the Final Commencement Date may be deposited into the Revenue Account or otherwise applied in a manner not prohibited by this Indenture.

	(1)	the Issuer shall apply funds in the Debt Service Reserve Account solely for Debt Service in respect of the Notes;

	(2)	all revenues, lease payments, other payments, cash and proceeds received by (or on behalf of) the Issuer and the Subsidiary Guarantors in respect of the ELN-04 Project (other than the Datacenter Lease Termination Fee) shall be deposited in the Revenue Account and applied, (i) first, to pay operating expenses in respect of the ELN-04 Project, (ii) second, to (A) pay scheduled principal amortization, interest, fees and expenses of the Trustee and Collateral Agent or other Debt Service in respect of the Notes and (B) to the extent the amount then on deposit in the Debt Service Reserve Account is less than the Debt Service Reserve Required Amount and funding is required in accordance with Section 4.22, fund additional amounts to the Debt Service Reserve Account in an amount sufficient to cause the amounts on deposit in the Debt Service Reserve Account to equal at least the Debt Service Reserve Required Amount, and (iii) third, for any other purpose not prohibited by this Indenture;

	(3)	all funds in the Designated Account shall be applied solely to make the Datacenter Lease Termination Fee Mandatory Redemption; and

	(4)	all funds in the IDC Account shall be applied solely to fund interest on the Notes during construction of the Project, except as otherwise provided in Section 4.23(a)(5).

	(1)	either (a) the Issuer is the surviving entity or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia (such Person, as the case may be, being herein called the “Successor Issuer”);

	(2)	the Successor Issuer (if other than the Issuer) expressly assumes, via a supplemental indenture, all the Obligations of the Issuer under (x) this Indenture and the Notes and (y) if applicable, prior to a Release Event, the Notes Documents, and in connection therewith shall cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of the Lien created under the Notes Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in customary form as determined by the Issuer in good faith;

	(3)	immediately after such transaction, no Event of Default exists;

	(4)	prior to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger are assets of the type which would constitute Collateral under the Notes Documents, the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Notes Documents in the manner and to the extent required in this Indenture or any of the Notes Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Notes Documents; and

	(5)	there has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Indenture and that all conditions precedent therein relating to such transaction have been complied with.

	(1)	either (i) such Subsidiary Guarantor is the surviving entity or (ii) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is an entity organized or existing under the laws of the United States, any state thereof, or the District of Columbia (such Person, as the case may be, being herein called the “Successor Subsidiary Guarantor”);

	(2)	the Successor Subsidiary Guarantor assumes all the Obligations of such Subsidiary Guarantor under (x) this Indenture and the Subsidiary Guarantee and (y) if applicable, prior to a Release Event, the Notes Documents, and in connection therewith shall cause instruments to be filed and recorded and take such other actions as may be required by Applicable Law to perfect or continue the perfection of the Lien created under the Notes Documents on the Collateral owned by or transferred to such other Person, in each case, pursuant to documents in customary form as determined by the Issuer in good faith;

	(3)	immediately after such transaction, no Event of Default exists;

	(4)	prior to a Release Event, to the extent any assets of the Person which is merged, consolidated or amalgamated with or into the Person formed by or surviving any such consolidation or merger are assets of the type which would constitute Collateral under the Notes Documents, the Person formed by or surviving any such consolidation or merger will take such action as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Notes Documents in the manner and to the extent required in this Indenture or any of the Notes Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by the Notes Documents; and

	(5)	there has been delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger or transfer and such guarantee agreement, if any, and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, complies with this Indenture.

	(1)	a merger, amalgamation or consolidation solely for the purpose of reincorporating or reorganizing the Issuer or any Subsidiary Guarantor in another jurisdiction or forming a direct or indirect holding company of the Issuer;

	(2)	any sale, transfer, assignment, conveyance, lease or other disposition of assets between or among the Issuer and its Subsidiaries, including by way of merger or consolidation;

	(3)	any sale, transfer, assignment, conveyance, lease or other disposition of (a) all or any portion of any Excess Property or (b) any lease, sale, transfer, assignment, conveyance or other disposition or contract in respect of any property or asset pursuant to or in connection with a Shared Facilities Arrangement;

	(4)	a merger, amalgamation or consolidation of a Subsidiary Guarantor with or into the Issuer or another Subsidiary Guarantor; and

	(5)	any sale, transfer, assignment, conveyance or other disposition of the property of a Subsidiary Guarantor as an entirety or substantially as an entirety to the Issuer or another Subsidiary Guarantor.

	(1)	default for 30 days in the payment when due of interest on the Notes;

	(2)	default in payment when due of the principal of, or premium, if any, on the Notes;

	(3)	failure by a Company Party to comply with any covenant in this Indenture (other than a default specified in clause (1) or (2) of this Section 6.01) if such failure shall remain unremedied for 60 days (or 120 days in the case of Section 4.09) after written notice by the Trustee or Holders of at least 30% in principal amount of the Notes then outstanding (with a copy to the Trustee if given by the Holders); provided, that if such failure is not capable of remedy within such 60-day period, such 60-day period shall be extended as may be necessary to cure such failure, such extended period not to exceed ninety (90) days in the aggregate (inclusive of the original 60-day period) so long as (A) such Default is susceptible to cure, (B) any Company Party commences and is diligently pursuing a cure in good faith and (C) if such Default has had or could reasonably be expected to have a Material Adverse Effect, such extension of time could not be reasonably expected to result in an additional Material Adverse Effect or exacerbate the existing Material Adverse Effect;