Exhibit 10.2
NOTICE OF BORROWING
Stonepeak Magnet Holdings LP,
as DIP Lender
55 Hudson Yards
550 W. 34th Street – 48th Floor
New York, NY 1000
Attention: Rajiv Patel, James Wyper, Sarah Weissman
Ladies and Gentlemen:
This Notice of Borrowing is delivered to you pursuant to that (x) certain Summary of Proposed Terms and Conditions for DIP Financing and Use of Cash Collateral, dated as of October 20, 2023 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, including, if applicable, pursuant to the Interim Order, the “DIP Term Sheet”), among Akumin Inc., a Delaware corporation, as a debtor and debtor-in-possession (the “DIP Borrower”), its affiliates signatory thereto as DIP Guarantors or thereafter designated as DIP Guarantors pursuant to the definitive DIP Documents, Stonepeak Magnet Holdings LP, in its capacity as lender under the DIP Facility (in such capacity, together with its successors and assigns in such capacity, the “DIP Lender”) and (y) the Interim Order approving the DIP Term Sheet and approving and granting the DIP liens to the DIP Lender to secure the DIP Obligations (Docket No. 63). Unless otherwise defined herein, capitalized terms used herein and defined in the DIP Term Sheet shall have the respective meanings provided in the DIP Term Sheet.
(1) The DIP Borrower hereby requests that on October 26, 2023 (the “Funding Date”), a portion of the DIP Facility Commitments under the DIP Facility be funded in the aggregate principal amount of Fifty-Five Million Dollars ($55,000,000) (the “Initial DIP Loan”), with the proceeds thereof to be disbursed as provided for herein for the benefit of the DIP Borrower. The DIP Borrower hereby authorizes and directs the DIP Lender to wire transfer the proceeds of the Initial DIP Loan in immediately available funds, pursuant to the wire transfer instructions specified below. Upon such wire transfer, such Initial DIP Loan shall be deemed issued to the DIP Borrower under the DIP Facility and interest shall commence to accrue as specified in the DIP Term Sheet.
(2) Attached hereto as Exhibit A is the Approved Budget, which demonstrates the need for the Initial DIP Loan requested hereby and shows the proposed use of such funds within the time period before the Milestone for entry of the Final Order;
(3) The DIP Borrower hereby acknowledges that the acceptance of the proceeds of the Initial DIP Loan requested hereby constitutes a representation and warranty by the DIP Borrower, on behalf of itself and each DIP Guarantor, that, on the Funding Date (both immediately before and after giving effect thereto and to the application of the proceeds thereof), (A) there are no defaults or Events of Default under the DIP Term Sheet and (B) all the representations and warranties set forth in the DIP Term Sheet are true and correct.
(4) Please wire transfer the proceeds of the Initial DIP Loan on behalf, and at the direction, of the DIP Borrower to the following account and financial institution:
