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(rgs4)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/394379724/","id":394379724,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66673576/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/403466961/","id":403466961,"tags":[],"absolute_url":"/docket/66673576/1838/core-scientific-inc/","date_created":"2024-06-21T13:05:34.125591-07:00","date_modified":"2026-06-26T09:54:09.938560-07:00","sha1":"6eff15884cdbb5aa287283bb2e0d7eb2773a82dc","page_count":2,"file_size":147429,"filepath_local":"recap/gov.uscourts.txsb.460090/gov.uscourts.txsb.460090.1838.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.txsb.460090/gov.uscourts.txsb.460090.1838.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 22-90341 Document 1838 Filed in TXSB on 06/21/24 Page 1 of 2\n\n\n\n IN THE UNITED STATES BANKRUPTCY COURT\n FOR THE SOUTHERN DISTRICT OF TEXAS\n HOUSTON DIVISION\n\n\n In re: \u00a7 Chapter 11\n \u00a7\n CORE SCIENTIFIC, INC., et al. 1, \u00a7 Case No. 22-90341 (CML)\n \u00a7\n Debtors. \u00a7 (Jointly Administered)\n \u00a7\n\n\n NOTICE OF WITHDRAWAL OF PROOF OF CLAIM NO. 538\n\n Comes now ABLe Communications, Inc. (\u201cABLe\u201d), and by this notice ABLe hereby\n\nwithdraws its proof of claim filed on April 14, 2023, which was assigned the claim number 538\n\nby Stretto, Inc.\n\nDated: June 21, 2024 Respectfully submitted,\n\n /s/ Jeff P. Prostok\n Jeff P. Prostok\n Texas Bar No. 16352500\n FORSHEY & PROSTOK LLP\n 777 Main St., Suite 1550\n Fort Worth, Texas 76102\n (817) 877-8855 Telephone\n (817) 877-4151 Facsimile\n jprostok@forsheyprostok.com\n\n ATTORNEYS FOR ABLe COMMUNICATIONS,\n INC.\n\n\n CERTIFICATE OF SERVICE\n\n I hereby certify that I caused a true and correct copy of the foregoing to be served via the\nCourt\u2019s CM/ECF system on June 21, 2024.\n\n /s/ Jeff P. Prostok\n Jeff P. Prostok\n\n1 The debtors (the \u201cDebtors\u201d) in these chapter 11 cases, along with the last four digits of each Debtor\u2019s federal tax\n\nidentification number, are as follows: Core Scientific Mining LLC (6971); Core Scientific, Inc. (3837); Core Scientific\nAcquired Mining LLC (N/A); Core Scientific Operating Company (5526); Radar Relay, Inc. (0496); Core Scientific\nSpecialty Mining (Oklahoma) LLC (4327); American Property Acquisition, LLC (0825); Starboard Capital LLC (6677);\nRADAR LLC (5106); American Property Acquisitions I, LLC (9717); and American Property Acquisitions, VII, LLC\n(3198). The Debtors\u2019 corporate headquarters and service address is 210 Barton Springs Road, Suite 300, Austin, Texas\n78704.\n\fCase 22-90341 Document 1838 Filed in TXSB on 06/21/24 Page 2 of 2\n\f","ocr_status":2,"date_upload":"2024-08-19T12:19:41.769448-07:00","document_number":"1838","attachment_number":null,"pacer_doc_id":"178051170019","is_available":true,"is_free_on_pacer":null,"is_sealed":null,"document_type":1,"description":"Notice","acms_document_guid":""}],"date_created":"2024-06-21T13:05:34.101272-07:00","date_modified":"2026-06-26T09:54:09.897763-07:00","date_filed":"2024-06-21","time_filed":"14:31:35","entry_number":1838,"recap_sequence_number":"2024-06-21.001","pacer_sequence_number":6113,"description":"Notice of Withdrawal of Proof of Claim No. 538. Filed by ABLe Communications, Inc. 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(\u201cGraybar\u201d) filed Proof of Claim No. 186 on April 4, 2023.\n\nGraybar files this Notice of Withdrawal of Proof of Claim No. 186.\n\n Dated: June 18, 2024.\n\n Respectfully submitted,\n\n COATS ROSE\n\n By: /s/ Richard Fulton\n Richard Fulton\n State Bar No. 00784091\n 9 Greenway Plaza, Suite 1000\n Houston, Texas 77046\n (713)651-0111 (Telephone)\n (713) 651-0220 (Facsimile)\n Email: rfulton@coatsrose.com\n\n COUNSEL FOR CREDITOR,\n GRAYBAR ELECTRIC COMPANY, INC.\n\n\n\n\n1\n The Debtors in these chapter 11 cases, along with the last four digits of each Debtor\u2019s federal tax identification number, are as\nfollows: Core Scientific Mining LLC (6971); Core Scientific, Inc. (3837); Core Scientific Acquired Mining LLC (N/A); Core\nScientific Operating Company (5526); Radar Relay, Inc. 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(\u201cNCS\u201d) filed Proof of Claim No. 163 on April 3, 2023.\n\nNCS files this Notice of Withdrawal of Proofs of Claim No. 163.\n\n Dated: June 17, 2024.\n\n Respectfully submitted,\n\n ANDREWS MYERS, PC\n\n /s/ _T. Josh Judd________\n T. Josh Judd\n State Bar No. 24036866\n 1885 Saint James, Place #1500\n Houston, Texas 77056\n (210) 293-8700 (Telephone)\n (210) 293-8733 (Facsimile)\n Email: jjudd@andrewsmyers.com\n COUNSEL FOR CREDITOR NETWORK\n CABLING SERVICES INC.\n\n\n\n\n1\n The Debtors in these chapter 11 cases, along with the last four digits of each Debtor\u2019s federal tax identification number, are as\nfollows: Core Scientific Mining LLC (6971); Core Scientific, Inc. (3837); Core Scientific Acquired Mining LLC (N/A); Core\nScientific Operating Company (5526); Radar Relay, Inc. (0496); Core Scientific Specialty Mining (Oklahoma) LLC (4327);\nAmerican Property Acquisitions, LLC (0825); Starboard Capital LLC (6677); RADAR LLC (5106); American Property\nAcquisition I, LLC (9717); and American Property Acquisitions, VII, LLC (3198). The Debtors\u2019 corporate headquarters and service\naddress is 210 Barton Springs Road, Suite 300, Austin, Texas 78704.\n Page 1 of 2\n\f Case 22-90341 Document 1836 Filed in TXSB on 06/17/24 Page 2 of 2\n\n\n\n\n CERTIFICATE OF SERVICE\n I hereby certify that on June 17, 2024, a true and correct copy of the foregoing Notice of\nWithdrawal of Proof of Claim No186 Pursuant to 11 U.S.C. \u00a7 546(B) was served on all parties\nentitled to service via this court\u2019s ECF filing.\n\n\n\n /s/ _T. Josh Judd________\n T. 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Receipt number A24961357. Fee amount $ 28.00. (U.S. Treasury)","tags":[]},{"resource_uri":"https://www.courtlistener.com/api/rest/v4/docket-entries/384735632/","id":384735632,"docket":"https://www.courtlistener.com/api/rest/v4/dockets/66673576/","recap_documents":[{"resource_uri":"https://www.courtlistener.com/api/rest/v4/recap-documents/392977594/","id":392977594,"tags":[],"absolute_url":"/docket/66673576/1651/core-scientific-inc/","date_created":"2024-04-15T13:33:40.859181-07:00","date_modified":"2026-06-26T09:54:27.273459-07:00","sha1":"9bf95ae2af48d1203c479ed794ec081d73724845","page_count":19,"file_size":2190577,"filepath_local":"recap/gov.uscourts.txsb.460090/gov.uscourts.txsb.460090.1651.0.pdf","filepath_ia":"https://archive.org/download/gov.uscourts.txsb.460090/gov.uscourts.txsb.460090.1651.0.pdf","ia_upload_failure_count":null,"thumbnail":null,"thumbnail_status":0,"plain_text":" Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 1 of 19\n United States Bankruptcy Court\n Southern District of Texas\n\n ENTERED\n IN THE UNITED STATES BANKRUPTCY COURT December 29, 2023\n FOR THE SOUTHERN DISTRICT OF TEXAS Nathan Ochsner, Clerk\n HOUSTON DIVISION\n\n \u00a7\nIn re: \u00a7 Chapter 11\n \u00a7\nCORE SCIENTIFIC, INC., et al., \u00a7 Case No. 22-90341 (CML)\n \u00a7\n \u00a7 (Jointly Administered)\n Debtors. 1 \u00a7\n \u00a7\n\n ORDER\n (I) AUTHORIZING ASSUMPTION AND PERFORMANCE OF THE\n LEGACY DALTON AGREEMENTS, AS AMENDED BY THE DALTON\n SETTLEMENT AGREEMENT AND (II) GRANTING RELATED RELIEF\n\n On December 5, 2023, Core Scientific, Inc. and its debtor affiliates, as debtors and\n\ndebtors in possession (collectively, the \u201cDebtors\u201d) filed an emergency motion (the \u201cMotion\u201d) 2\n\nand requested (a) authority for the assumption and performance of the Legacy Dalton Agreements,\n\nin each case as amended and superseded by the Dalton Settlement Agreement annexed hereto as\n\nExhibit 1 between the Debtors and the City of Dalton, Georgia, acting by and through its Board\n\nof Water, Light, and Sinking Fund Commissioners d/b/a Dalton Utilities (\u201cDalton Utilities\u201d, and\n\ntogether with the Debtors, the \u201cParties\u201d and, each, a \u201cParty\u201d), and (b) granting related relief, as\n\nmore fully set forth in the Motion; and the Court having jurisdiction to consider the Motion and\n\nthe relief requested therein pursuant to 28 U.S.C. \u00a71334; and consideration of the Motion and the\n\n\n\n\n1\n The Debtors in these chapter 11 cases, along with the last four digits of each Debtor\u2019s federal tax identification\n number, are as follows: Core Scientific Mining LLC (6971); Core Scientific, Inc. (3837); Core Scientific Acquired\n Mining LLC (6074); Core Scientific Operating Company (5526); Radar Relay, Inc. (0496); Core Scientific\n Specialty Mining (Oklahoma) LLC (4327); American Property Acquisition, LLC (0825); Starboard Capital LLC\n (6677);RADAR LLC (5106); American Property Acquisitions I, LLC (9717); and American Property Acquisitions\n VII, LLC (3198). The Debtors\u2019 corporate headquarters is 210 Barton Springs Road, Suite 300, Austin, Texas 78704.\n The Debtors\u2019 service address is 2407 S. Congress Ave, Suite E-101, Austin, Texas 78704.\n\n2\n Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Motion.\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 2 of 19\n\n\n\n\nrequested relief being a core proceeding pursuant to 28 U.S.C. \u00a7 157(b); and it appearing that\n\nvenue is proper before this Court pursuant to 28 U.S.C. \u00a7 1408 and 1409; and due and proper\n\nnotice of the Motion having been provided, and such notice having been adequate and appropriate\n\nunder the circumstances, and it appearing that no other or further notice need be provided; and the\n\nCourt having reviewed the Motion; and all objections, if any, to the Motion having been\n\nwithdrawn, resolved, or overruled; and the Court having determined that the legal and factual bases\n\nset forth in the Motion establish just cause for the relief granted herein; and it appearing that the\n\nrelief requested in the Motion is in the best interest of the Debtors and their respective estates and\n\ncreditors; and upon all of the proceedings had before the Court and after due deliberation and\n\nsufficient cause appearing,\n\n IT IS HEREBY ORDERED THAT:\n\n 1. Pursuant to sections 365(a) and 105(a) of the Bankruptcy Code, the Legacy\n\nDalton Agreements, as amended by the Dalton Settlement Agreement, are assumed in their entirety\n\nby the Debtors.\n\n 2. The Debtors\u2019 assumption of the Legacy Dalton Agreements, as amended by\n\nthe Dalton Settlement Agreement, represents a reasonable exercise of the Debtors\u2019 sound business\n\njudgment under section 365 of the Bankruptcy Code.\n\n 3. Pursuant to sections 363(b) and 105(a) of the Bankruptcy Code and\n\nBankruptcy Rule 9019, the Debtors are authorized to enter into the Dalton Settlement Agreement,\n\nincluding the Settlement, and perform all obligations thereunder, including payment of the Dalton\n\nCure Claims pursuant to the issuance of the Note.\n\n 4. The Debtors\u2019 issuance of the Note, shall be subject in all respects to the\n\nconfirmation of the Plan and the occurrence of the Emergence Date.\n\n\n\n\n 2\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 3 of 19\n\n\n\n\n 5. The Debtors\u2019 entry into the Dalton Settlement Agreement represents a\n\nreasonable exercise of the Debtors\u2019 sound business judgment under section 363 of the Bankruptcy\n\nCode.\n\n 6. The Settlement is the product of extensive, good faith, arms\u2019 length\n\nnegotiations between the Parties and their respective representatives.\n\n 7. The Debtors are authorized to enter into, execute, deliver, and implement\n\nthe terms of the Dalton Settlement Agreement in all respects, as agreed to by the Parties.\n\n 8. Subject to the occurrence of the Emergence Date, the Note shall bear\n\ninterest at the rate of 5% per annum and be payable in five (5) equal monthly installments. The\n\nfirst installment payment date shall occur, and interest shall begin accruing on the Note, on the\n\ndate that is ten (10) calendar days following the Emergence Date, and the last installment payment\n\ndate shall occur in May of 2024. For example, if the Emergence Date is December 22, 2023, the\n\ninitial payment date will be January 1, 2024, and each subsequent monthly payment date will be\n\nas follows: (i) February 1, 2024, (ii) March 1, 2024, (iii) April 1, 2024; and (iv) May 1, 2024.\n\n 9. Dalton Utilities shall vote in favor and accept the Plan and otherwise\n\nsupport the Plan. For the avoidance of doubt, the Plan will provide for the implementation of the\n\nDalton Settlement Agreement.\n\n 10. Upon the occurrence of the Settlement Effective Date under the Dalton\n\nSettlement Agreement, (a) any \u201cclaim\u201d (as defined in section 101(5) of the Bankruptcy Code) held\n\nby Dalton Utilities against the Debtors, including the Dalton Cure Claims (including but not\n\nlimited to proofs of claim numbers. 397 and 398), shall be deemed finally and fully paid, satisfied,\n\nreleased and expunged; (b) the Debtors and their respective bankruptcy estates (together,\n\nthe \u201cDebtor Releasors\u201d) and Dalton Utilities (each of the Debtor Releasors and Dalton Utilities,\n\n\n\n\n 3\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 4 of 19\n\n\n\n\na \u201cReleasing Party\u201d and, collectively, the \u201cReleasing Parties\u201d), irrevocably releases, acquits and\n\nforever discharges (i) each other Releasing Party and its respective their affiliates, successors,\n\nassigns, designees, subsidiaries, employees, shareholders, attorneys, accountants, officers and\n\ndirectors (each of the foregoing, including each Releasing Party, a \u201cReleased Party\u201d) from any\n\nand all claims, actions, liabilities, debts and causes of action, whatsoever, whether in law or in\n\nequity, whether known or unknown, that such releasing Party has, ever had, might have had, or\n\nmight have in the future, up through and including the Settlement Effective Date, including with\n\nrespect to those certain proofs of claim numbers. 397 and 398 and any other claims arising out of\n\nor pertaining to the Dalton Cure Claims, the Legacy Dalton Agreements, the Parties business\n\ndealings and all matters related thereto, and (c) other than as set forth herein and the Dalton\n\nSettlement Agreement, Dalton Utilities shall not be entitled to receive any other recovery in\n\nconnection with any claims it has, or could have, asserted in connection with these chapter 11 cases\n\nor otherwise.\n\n 11. The Debtors are authorized to enter into, perform, execute, and deliver all\n\ndocuments, including without limitation the Note (subject to paragraph 4 of this Order), and take\n\nall actions, necessary or appropriate to immediately continue and fully implement the Dalton\n\nSettlement Agreement and carry out the relief granted in this Order.\n\n 12. Except as set forth in this Order, nothing contained in the Motion, the Dalton\n\nSettlement Agreement, this Order, or any actions taken by the Debtors pursuant to the relief\n\ngranted in the Order shall be construed as: (i) an admission as to the validity of any claim against\n\nthe Debtors, (ii) a waiver or limitation of the Debtors\u2019 rights under the Bankruptcy Code or any\n\nother applicable law, or (iii) an approval of an assumption or rejection of any lease, sublease, or\n\ncontract pursuant to section 365 of the Bankruptcy Code.\n\n\n\n\n 4\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 5 of 19\n\n\n\n\n 13. Notwithstanding Bankruptcy Rule 6004(h), this Order shall be immediately\n\neffective and enforceable upon its entry.\n\n 14. This Court shall retain jurisdiction to hear and determine matters arising\n\nfrom or related to the implementation, interpretation, or enforcement of this Order to the extent\n\nprovided under the Dalton Settlement Agreement.\n\n\nDated: _____________, 2023\n Houston, Texas\n August 02,\n December 29,2019\n 2023\n THE HONORABLE CHRISTOPHER M. LOPEZ\n UNITED STATES BANKRUPTCY JUDGE\n\n\n\n\n 5\n\fCase 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 6 of 19\n\n\n\n\n Exhibit 1\n\n The Dalton Settlement Agreement\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 7 of 19\n ELECTRIC UTILITY RATE AGREEMENT, BANKRUPTCY CLAIM\n SETTLEMENT, AND MUTUAL RELEASE\n\n THIS ELECTRIC UTILITY RATE AGREEMENT, BANKRUPTCY CLAIM\n SETTLEMENT, AND MUTUAL RELEASE (the \u201cAgreement\u201d) is made and entered into this\n fifth day of December 2023, by and between: (i) the City of Dalton, Georgia, acting by and\n through its Board of Water, Light, and Sinking Fund Commissioners d/b/a Dalton Utilities\n (\u201cDalton\u201d); and (ii) Core Scientific, Inc., a Delaware corporation (\u201cCore\u201d).\n\n R E C I T A L S:\n\n WHEREAS, on December 21, 2022 (the \u201cPetition Date\u201d), Core, et al. (the \u201cDebtors\u201d\nand each, a \u201cDebtor\u201d) filed voluntary petitions (the \u201cPetitions\u201d) for relief under Chapter 11 of\nTitle 11 of the United States Code (11 U.S.C. \u00a7\u00a7 101 et. Seq., the \u201cBankruptcy Code\u201d) in the\nUnited States Bankruptcy Court for the Southern District of Texas (the \u201cCourt\u201d) and such\nChapter 11 cases (the \u201cChapter 11 Cases\u201d) remain pending;\n\n WHEREAS, Dalton and Core are parties to certain agreements relating to the provision\nof electric utility services: (i) Amended and Restated Electric Service Agreement (Boring Drive\nProperty), dated October 11, 2018 (the \u201c2018 Boring Drive Electric Service Agreement\u201d), (ii)\nAmended and Restated Electric Service Agreement (Industrial South Premises), dated October\n11, 2018, (the \u201c2018 Industrial South Electric Service Agreement\u201d), (iii) Letter from Dalton\nUtilities to Core Scientific, Inc., dated August 2, 2022 (the \u201cAugust 2022 Rate Letter\u201d) and (iv)\n(Demand) Large Industrial and Manufacturing Electric Rates Effective For Service Provided\nAfter 11/20/2022 (the \u201cNovember 2022 Electric Rate Notice,\u201d and, collectively with the 2018\nBoring Drive Electric Service Agreement, the 2018 Industrial South Electric Service Agreement,\nand the August 2022 Rate Letter, the \u201cLegacy Dalton Agreements\u201d), pursuant to which Dalton\nprovides Core electricity at two locations (\u201cService Locations\u201d) under four separate accounts;\n\n WHEREAS, in connection with the Legacy Dalton Agreements and on account of\nelectricity provided to the Debtors prior to the Petition Date, Dalton timely asserted claims\nagainst the Debtors, including, without limitation, the claim asserted in those certain Proofs of\nClaim Nos. 397 and 398 in the aggregate amount of $9,092,339.54, which is comprised of: (i) a\n$4,091,580.30 priority claim pursuant to Bankruptcy Code section 503(b)(9) the \u201cDalton Priority\nClaim,\u201d; and (ii) a $5,000,759.24 unsecured claim (together with the Dalton Priority Claim and\nany such other post-petition claims that may have accrued up through the Settlement Effective\nDate, the \u201cDalton Cure Claims\u201d).\n\n WHEREAS, in connection with the Debtors\u2019 Chapter 11 Cases and pursuant to Section\n366 of the Bankruptcy Code, the Debtors funded an adequate assurance deposit into a segregated\naccount held for the benefit of Dalton to secure the Debtors\u2019 obligations to Dalton incurred\nduring the pendency of the Chapter 11 Cases (the \u201cAdequate Assurance Deposit\u201d), in accordance\nwith the Order (I) Approving Debtors\u2019 Proposed Form of Adequate Assurance of Payment to\nUtility Companies; (II) Establishing Procedures for Resolving Objections by Utility Companies;\n(III) Prohibiting Utility Companies from Altering, Refusing, or Discontinuing Service; And (IV)\nGranting Related Relief (Doc. No. 334).\n\n WHEREAS, on November 16, 2023, the Debtors\u2019 filed the Third Amended Joint\nChapter 11 Plan (Docket No. 1438) (\u201cPlan\u201d) and the Disclosure Statement for Third Amended\nJoint Chapter 11 Plan (Docket No. 1439) (the \u201cDisclosure Statement\u201d);\n\n\n 1\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 8 of 19\n WHEREAS, the Court is scheduled to hold a combined hearing on the confirmation of\nthe Plan and the adequacy of the Disclosure Statement on December 22, 2023 at 10 a.m.;\n\n WHEREAS, during the pendency of the Chapter 11 Cases the Debtors and Dalton have\nengaged in extensive discussions on ways to address the Dalton Cure Claims while allowing\nthe Debtors the ability to reduce electric utility costs at the Service Locations on a go-forward\nbasis;\n\n WHEREAS, following good faith negotiations, Dalton and Core (each, individually, a\n\u201cParty\u201d; and together, collectively, the \u201cParties\u201d) have reached an agreement and desire to settle\nand compromise all disputes between them, including the Dalton Cure Claims, application of\nthe Adequate Assurance Deposit, the electric utility rate at the Service Locations on a go-\nforward basis, and certain other items on the terms and conditions as set forth herein; and\n\n WHEREAS, the Debtors\u2019 shall file a motion and proposed order (the \u201cProposed\nOrder\u201d), in form and substance reasonably acceptable to Dalton, with the Court seeking\napproval of this Agreement and the settlement terms contemplated herein.\n\n AGREEMENT\n\n NOW THEREFORE, in consideration of the mutual promises and covenants contained\nherein, the Parties hereby stipulate and agree as follows:\n\n 1. Incorporation of Recitals. The Recitals set forth above are incorporated herein\nby reference and shall be deemed true and correct representations of the Parties with respect to\nsuch statements as apply to each Party.\n\n 2. Payment of the Dalton Cure Claims. Upon the occurrence of the Settlement\nEffective Date (as defined herein), the Dalton Cure Claims shall be deemed fully satisfied and\nreleased, consistent with and subject to the terms of this Agreement.\n\n 3. Assumption and Modification of the Legacy Dalton Agreements. Upon entry\nof the Proposed Order, the Debtors shall assume the Legacy Dalton Agreements, as expressly\namended by this Agreement, which shall govern the purchase and sale of electricity and\nelectricity related services in accordance with subsections (a) \u2013 (c) of Section 4. The Parties\nexpressly acknowledge and agree that the amendment by this Agreement and the modifications\nset forth herein concern only the Legacy Dalton Agreements and the associated rates and\nconditions under which the Debtors shall receive electric utility service during the Term,\nfollowing the Settlement Effective Date, and that the rates and terms under which the Debtors\nreceive non-electric utility services pursuant to any non-electric utility agreements are not\ngoverned by this Agreement and may be subject to increase, termination or other changes\nnotwithstanding any provision of this Agreement. For the avoidance of doubt, it is expressly\nunderstood and agreed by the parties hereto that this Agreement and the terms and conditions\nprovided herein shall exclusively govern the provision of electric utility services to the Debtors\nat the Service Locations and shall supersede all terms and conditions in the Legacy Dalton\nAgreements.\n\n 4. a. Prepay Billing Structure and Invoice Event of Default. During the\nterm (the \u201cTerm\u201d) of this Agreement, billing shall occur in advance on a weekly basis.\nBeginning on the first Tuesday following the Settlement Effective Date and on each Tuesday\n\n\n 2\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 9 of 19\nduring the Term, Dalton shall submit to the Debtors a bill (each such bill, an \u201cInvoice\u201d) that\nincludes the following two parts:\n\n (i) A true up amount (the \u201cTrue Up Amount\u201d) which shall either be payable\n by the Debtors or shall be credited to the Debtors\u2019 Prepayment Account (as defined\n below), as applicable. The True Up Amount shall represent the difference between actual\n and estimated consumption during the most recent Monday through Sunday (\u201cBilling\n Period\u201d) prior to the Invoice date.\n\n (ii) A prepayment amount (the \u201cPrepayment Amount\u201d) payable by the\n Debtors. The Prepayment Amount shall be in an amount sufficient to fund the Debtors\u2019\n estimated electric consumption during the first 12 calendar days following the most\n recently completed Billing Period.\n\n For the avoidance of doubt, each Billing Period shall begin on a Monday and end on a\n Sunday. Payment of each Invoice (to be delivered on each Tuesday) is intended to fund\n electric consumption to and through the 12th day after the most recently completed\n Billing Period, or in calendar days, through the second Friday after the date of the\n applicable Invoice.\n\n The Debtors shall establish on or before the Settlement Effective Date a prepayment\n account (the \u201cPrepayment Account\u201d) into which they shall remit payment for each\n weekly Invoice. The Prepayment Account shall be initially funded by the Debtors on\n the Settlement Effective Date in an amount sufficient to fund electric service for the\n period beginning on the Settlement Effective Date and ending on the twelfth (12th) day\n after the first Tuesday following the Settlement Effective Date, calculated based on the\n Debtors\u2019 average daily consumption during the billing for the previous two (2) weeks\n (the \u201cInitial Funding\u201d).\n\n The payment due date for each Invoice shall be the date that is 7 calendar days (in each\n case a Tuesday) after the date of the Invoice (the \u201cInvoice Due Date\u201d). In the event any\n Invoice is not paid in full by the Invoice Due Date (an \u201cInvoice Event of Default\u201d), the\n Debtors are subject to disconnection at 1700 hours Eastern Standard Time on the tenth\n (10th) day following the Invoice Due Date associated with any applicable Invoice (in\n each case a Friday). In the event that a Tuesday falls on a non-business day for Dalton,\n a bill will be issued on the last business day prior to the Tuesday. Due dates and non-\n payment disconnect will remain on the otherwise scheduled Tuesday and Friday,\n respectively.\n\n b. Revised Pricing Structure. For the period beginning on December 5, 2023 and\n ending on December 31, 2024, Dalton shall provide the Debtors with electricity pursuant\n to the revised pricing structure set forth in subsections (i)-(iii) below. Dalton shall issue\n to the Debtors a credit for any difference in electric rates actually paid by the Debtors\n and the revised pricing structure contemplated herein for the period between December\n 5, 2023 and the Settlement Effective Date, with such credit being issued by Dalton\n within one billing cycle.\n\n (i) Base Rate. Dalton shall provide the Debtors with electricity at a base rate\n of $ per kilowatt-hour (the \u201cBase Rate\u201d), subject to the adjustments for the\n Interruptible Credit (defined below) and Fuel Cost Adjustment (defined below)\n described in clauses (ii)-(iii), below.\n\n 3\n\fCase 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 10 of 19\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 11 of 19\n\nthen, in each case the Minimum Volume Requirement shall be waived with respect to the\nassociated Billing Period; provided however, that if Debtors fail to meet the Minimum Volume\nRequirement and none of the above-enumerated exceptions apply, the Debtors shall pay to\nDalton the difference of the Minimum Volume Requirement and the actual usage (the \u201cShortage\nCharge\u201d). The Shortage Charge shall equal the (Minimum Volume Requirement (kWh) minus\nthe Actual Monthly Volume (kWh)) multiplied by the base rate of cents per kilowatt hour\n(no taxes should be included in this amount). Dalton shall invoice the Debtors for the Shortage\nCharge in a miscellaneous invoice to the Debtors for the subsequent billing cycle, and the\nShortage Charge shall be paid within seven (7) calendar days of the date of such miscellaneous\ninvoice.\n\n 5. Adequate Assurance. Upon entry of the Proposed Order, the Adequate\nAssurance Deposit shall be applied as follows: (1) first, in satisfaction of all unpaid charges,\nfees, and costs incurred by the Debtors in the last billing cycle immediately preceding the\nSettlement Effective Date; (2) second, to satisfying the Initial Funding amount into the\nPrepayment Account; and (3) third, to the extent of any excess funds after satisfaction of (i) and\n(ii) above, payment to Dalton of such excess funds to reduce the principal balance of the Note.\n\n 6. Non-Invoice Events of Default. An \u201cEvent of Default\u201d shall occur hereunder\nwith respect to the Note and Dalton\u2019s obligations if: (1) the Debtors fail to pay any monthly\ninstallment due under the Note on the payment date when such monthly installment becomes\ndue and payable under Section 2 of this Agreement and such failure continues for seven (7)\ncalendar days after Dalton gives written notice thereof to the Debtors by email to\nlegal@corescientific.com or (2) Dalton fails to provide electric services in accordance with\nsection 4 herein.\n\n Upon the occurrence of an Event of Default specified in (1) above, Dalton shall be\nimmediately entitled to (i) any monetary damages against the Debtors and (ii) any other remedy\nat law or in equity, including without limitation seeking relief to enforce the terms of this\nAgreement against the Debtors in accordance with section 18 herein.\n\n Upon the occurrence of an Event of Default specified in (2) above and such Event of\nDefault has not been cured following the Debtors\u2019 notice, each in accordance with the terms\nherein, the Debtors are entitled to (i) any monetary damages against the Debtors and (ii) any\nother remedy at law or in equity, including without limitation seeking relief of specific\nperformance to enforce the terms of this Agreement against Dalton in accordance with section\n18 herein.\n\n 7. Settlement Effective Date. The effective date of this Agreement and all of its\nterms shall be the first date on which all of the following conditions have been satisfied or\nexpressly waived by the Parties in writing (the \u201cSettlement Effective Date\u201d):\n\n (a) the Court shall have entered the Proposed Order and such Proposed Order\n shall be a final order, the implementation, operation, or effect of which has\n not been stayed and as to which such order (or any revision, modification, or\n amendment thereof) the time to appeal or seek review or rehearing or writ of\n certiorari has expired and as to which no appeal or petition for review or\n rehearing or certiorari has been taken and is pending, and shall not modify\n the terms and conditions of this Agreement or the transactions contemplated\n\n\n 5\n\fCase 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 12 of 19\n hereby in such a manner as to result in any diminution in the benefits of this\n Agreement to Dalton and\n\n (b) Within one (1) business day of the entry of the Proposed Order, the Debtors\n shall have delivered to Dalton a fully executed promissory note in the\n principal amount of the Dalton Cure Claims (the \u201cNote\u201d), which has been\n duly executed by an authorized signatory of the Debtors and which shall not\n be subject to any conditions regarding enforceability, in full and final\n satisfaction of the Dalton Cure Claims. The Note shall bear interest at the\n rate of 5% per annum and shall be payable in equal monthly installments\n until paid in full, including all accrued interest and any fees; the first\n installment payment date shall occur, and interest shall begin accruing on the\n Note, on the date that is ten (10) calendar days following the effective date\n of the Debtors\u2019 Plan (the \u201cEmergence Date\u201d), and the last installment\n payment date shall occur in May of 2024. For example, if the Emergence\n Date is December 22, 2023, the initial payment date will be January 1, 2024,\n and each subsequent monthly payment date will be as follows: (i) February\n 1, 2024, (ii) March 1, 2024, (iii) April 1, 2024; and (iv) May 1, 2024. Core\n shall have the right, exercisable at any time and from time to time, to\n voluntarily prepay the Note in whole or in part, without any penalty or fee.\n Any prepayment of the Note shall be immediately applied toward principal,\n be applied in inverse order of maturity and shall not extend or postpone the\n due dates of the monthly installments due under the Note.\n\n8. Releases.\n\n a. In consideration of this Agreement and upon the Settlement Effective Date,\n Dalton hereby irrevocably releases, acquits and forever discharges the\n Debtors, and their affiliates, successors, assigns, designees, subsidiaries,\n employees, shareholders, attorneys, accountants, officers and directors, from\n any and all claims, actions, liabilities, debts and causes of action, whatsoever,\n whether in law or in equity, whether known or unknown, which Dalton has,\n ever had, might have had, or might have in the future, up through and\n including the Settlement Effective Date, including with respect to those\n certain Proofs of Claim Nos. 397 and 398 and any other claims arising out of\n or pertaining to the Dalton Cure Claims, the Legacy Dalton Agreements, the\n Parties business dealings and all matters related thereto (the \u201cCore Release\u201d);\n provided, however, that nothing herein shall be deemed to release any Party\n of its obligations under this Agreement and the settlement contemplated\n herein, all of which expressly shall remain in full force and effect.\n\n b. In consideration of this Agreement and upon the Settlement Effective Date,\n the Debtors and their respective bankruptcy estates hereby irrevocably\n releases, acquits and forever discharges Dalton, and its affiliates, successors,\n assigns, designees, subsidiaries, employees, shareholders, attorneys,\n accountants, officers and directors, from any and all claims, actions,\n liabilities, debts and causes of action, whatsoever, whether in law or in\n equity, whether known or unknown, which the Debtors have, ever had, might\n have had, or might have in the future up through and including the Settlement\n Effective Date, including but not limited to any claims pertaining to the\n Dalton Cure Claims, the Legacy Dalton Agreements, the Parties business\n\n 6\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 13 of 19\n dealings and all matters related thereto, including without limitation any\n claim, demand or cause of action for the avoidance or recovery of any\n payment or transfer under Section 5 of the United States Bankruptcy Code\n or any similar state law or provision (the \u201cDalton Release\u201d); provided,\n however, that nothing herein shall be deemed to release any Party of its\n obligations under this Agreement and the settlement contemplated herein, all\n of which expressly shall remain in full force and effect.\n\n 9. Approval. The obligations of the Parties under this Agreement are expressly\nconditioned on the Court approving the Proposed Order. Dalton will agree to vote to accept the\nDebtors\u2019 Plan or otherwise support the Plan, provided the Plan allows for the implementation\nof this Agreement.\n\n 10. Further Assurances. Without limitation of any of the obligations of Core set\nforth in the Legacy Dalton Agreements or this Agreement, Core hereby covenants that, from\ntime to time after the delivery of this instrument, at Dalton\u2019s request and without further\nconsideration, Core shall promptly execute, acknowledge and deliver, or will cause to be done,\nexecuted, acknowledged and delivered, all such further acts, deeds, conveyances, transfers,\nassignments, powers of attorney, assurances, records and other documents as reasonably may\nbe required to effect the transactions contemplated herein.\n\n 11. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied,\nis intended or shall be construed to confer upon, or give to, any person other than the Parties\nhereto and their respective successors and assigns, any remedy or claim under or by reason of\nthis Agreement or any terms, covenants or conditions hereof, and all the terms, covenants and\nconditions, promises and agreements in this Agreement shall be for the sole and exclusive\nbenefit of the Parties hereto and their respective successors and assigns.\n\n 12. No Admission. It is understood and agreed that this Agreement is a compromise\nof a disputed demand, and the Agreement shall not be construed as an admission or concession\nof any liability by either Party.\n\n 13. No Assignment. The Parties each warrant that they have made no assignment,\nand hereafter will make no assignment of any claim, chose in action, right of action, or any other\nright released pursuant to this Agreement.\n\n 14. Attorneys' Fees. The Parties shall each bear their respective attorneys\u2019 fees and\ncosts relating to this matter and implementation of this Agreement. However, if any action, suit,\ndemand, or proceeding is alleged, filed or commenced, as the case may be, by any Party hereto\nto enforce the provisions of this Agreement, the prevailing Party shall be entitled to an award,\nin addition to any other claims or damages, of its costs and expenses including attorneys\u2019 fees,\nin connection with such actions.\n\n 15. Full Agreement. The Parties hereto have fully read and understood this\nAgreement and represent that this Agreement has been explained to them by their respective\nlegal counsel, and that each understands all of the provisions hereto. Further, (i) this Agreement\nsets forth the entire agreement and understanding of the Parties hereto with respect to the subject\nmatter herein and supersedes and merges all prior oral and written agreements, discussions and\nunderstandings between the Parties with respect thereto, including without limitation the Legacy\nDalton Agreements, any electric utility tariffs, agreement, letters of understanding, or any other\ndocument or agreement, whether written or oral, between the Parties and (ii) and none of the\n\n 7\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 14 of 19\nParties shall be bound by any conditions, inducements or representations other than as expressly\nprovided for herein. The Agreement shall not be modified in any manner except by express\nwritten agreement signed by all Parties hereto.\n\n 16. Counterparts. The Parties agree that facsimile and electronic signatures shall\nhave the same force and effect as original signatures. This Agreement may be executed in\ncounterparts and all counterparts so executed shall constitute one Agreement which shall be\nbinding on the Parties hereto.\n\n 17. Authorization. Dalton and the individual executing this Agreement on behalf\nof Dalton, and Core and the individual executing this Agreement on behalf of Core, each\nrepresent and warrant that they have the full authority and approval, including approval by any\ngovernmental or regulatory entities or persons, to execute and deliver this Agreement and\nperform the respective obligations hereunder.\n\n 18. Choice of Law and Forum. This Agreement shall be governed by and\nconstrued in accordance with the internal laws of the State of Georgia, without giving effect to\napplicable principles of conflicts of law to the extent that the application of the laws of another\njurisdiction would be required thereby. The Parties irrevocably consent to the jurisdiction of (i)\non or prior to the Emergence Date, the Court, and (ii) after the Emergence Date, (a) the Court\nsolely with respect to the Dalton Cure Claims, those certain Proofs of Claim Nos. 397 and 398,\nthe assumption of the Legacy Dalton Agreements as amended by this Agreement, the Note and\nthe enforcement thereof, (b) the United States District Court for the Norther District of Georgia,\nfor all other purposes in connection with any action or proceeding that arises out of or relates to\nthis Agreement, and hereby specifically waive any and all defenses to said jurisdiction.\n\n 19. Severability. In case any provision of this Agreement shall be determined to be\ninvalid, illegal or unenforceable for any reason, the remaining provisions of this Agreement\nshall be unaffected and unimpaired thereby, and shall remain in full force and effect, to the\nfullest extent permitted by applicable law.\n\n 20. No Waiver. No term of this Agreement may be waived, modified or amended\nexcept in writing signed by the party against whom enforcement of the waiver, modification or\namendment is sought.\n\n 21. Additional Documents. The Parties agree to execute and deliver such additional\ndocuments and to take such further action in the future as may be necessary or reasonable to\ngive effect to the terms of this Agreement.\n\n 22. Tolling. Any statute or period of limitations, statutes of repose, or other time-\nbased limitations or defenses, whether at law, in equity, under statute, contract or otherwise\n(including, but not limited to, the doctrine of laches or waiver), which might be asserted as a\ntime bar and/or limitation in connection with the Dalton Cure Claims is hereby tolled until the\nSettlement Effective Date. Nothing in this Agreement shall operate to revive or extend the time\nfor filing or asserting any claim or defense that is now time barred or barred by any applicable\nstatute or period of limitations, statutes of repose, or other time-related defenses as of the date\nthis Agreement is executed as set forth above.\n\n [Signatures on the Following Page]\n\n\n\n 8\n\fCase 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 15 of 19\n\fCase 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 16 of 19\n\fCase 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 17 of 19\n\f Case 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 18 of 19\n\n\n\n\n EXHIBIT B \u2013 FORCE MAJEURE EVENT DEFINITION\n\n \u201cForce Majeure Event\u201d means, when used in connection with the performance of a Party\u2019s\nobligations under this Agreement, any act, condition or event occurring after the Settlement\nEffective Date which renders said Party unable to perform or comply with its obligations under\nthis Agreement, but only if and to the extent (a) such event is not within the reasonable control,\ndirectly or indirectly, of the Party, including its affiliates, contractors, agents or designees, seeking\nto have its performance obligation(s) excused thereby, (b) the Party seeking to have its\nperformance obligation(s) excused thereby, including its affiliates, contractors, agents or\ndesignees, has taken all reasonable precautions and measures in order to prevent or avoid such\nevent or mitigate the effect thereof on its ability to perform its obligations under this Agreement\nand which by the exercise of due diligence such Party could not reasonably have been expected to\navoid and which by the exercise of due diligence it has been unable to overcome, (c) such event is\nnot the result of the negligence or the failure of, or caused by, the Party seeking to have its\nperformance obligations excused thereby, including its affiliates, contractors, agents or designees,\nand (d) the Party seeking to have its performance obligations excused thereby, including its\naffiliates, contractors, agents or designees, had no actual or constructive prior knowledge of the\nimpact of such event on or prior to the Settlement Effective Date.\n\n (i) Without limiting the meaning of but subject to the preceding paragraph, the\n following events constitute Force Majeure Events to the extent that they render a Party\n unable to perform or comply with its obligations under this Agreement:\n\n (A) war (whether or not war is declared), hostilities, invasion,\n revolution, rebellion, insurrection against any governmental authority, riot,\n terrorism, acts of a public enemy or other civil disturbance;\n\n (B) acts of God, including storms, floods, lightning, earthquakes,\n hailstorms, ice storms, tornados, typhoons, hurricanes, landslides, volcanic\n eruptions, fires, explosions, objects striking the earth from space (such as\n meteorites), or any other naturally occurring event or unusually severe weather that\n directly affects the Service Locations, that impacts the ability of the affected Party\n to perform its obligations under this Agreement;\n\n (C) change in relevant law or regulations; or\n\n (D) embargoes or blockades\n\n (E) pandemics, epidemics and quarantines which otherwise meet the\n requirements of a Force Majeure Event under this Agreement.\n\n (ii) Notwithstanding anything to the contrary in this definition, the term Force\n Majeure Event shall not be based on or include any of the following:\n\n (A) economic hardship of either Party, including hardship due to\n increased fees, costs and expenses resulting from supply-chain impacts or the variability\n of pricing related to materials, equipment or other resources affecting the Service\n Locations;\n\fCase 22-90341 Document 1651 Filed in TXSB on 12/29/23 Page 19 of 19\n\n\n\n\n (B) the Debtors\u2019 inability to pay;\n\n (C) the Debtors\u2019 inability to obtain sufficient labor, materials,\n equipment or other resources to operate the Service Locations;\n\n (D) the lack of sun or other fuel source of an inherently intermittent\n nature, except to the extent it is of the specific type described in subsection (i)(B)\n above;\n\n (E) an equipment failure, except if such equipment failure is caused\n solely by a Force Majeure Event of the specific type described in any of subsections\n (i)(A) through (i)(D) above;\n\n (F) reserved; 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