CLOSING AGENDA

CLOSING AGENDA
$950,000,000 Senior Secured Term Loan B Credit Facility
among
IRONHAVEN DATA CENTERS LLC (as Borrower)
IRONHAVEN FRANKFURT GMBH (as Co-Borrower)
IRONHAVEN HOLDINGS INC. (as Parent Guarantor)
CRESCENT HARBOR BANK, N.A. (as Administrative Agent and Lead Arranger)
PINNACLE TRUST COMPANY, N.A. (as Collateral Agent)
and
THE LENDERS PARTY THERETO
Prepared by:
CALDERWOOD & HARKNESS LLP 125 Broad Street New York, New York 10004
Matter No.: 1043-00001 Billing Code: IHDC-TLB-2024
Date of this Agenda: May 10, 2024 (Final Revision)
CONFIDENTIAL — This closing agenda and all attachments hereto constitute attorney work product and are protected by the attorney-client privilege. Distribution is limited to the persons and entities identified in Section I hereof. Any unauthorized reproduction, distribution, or disclosure of this document or its contents is strictly prohibited.
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I. KEY CONTACTS AND DISTRIBUTION LIST
The following is a comprehensive list of all parties, their respective representatives, and contact information relevant to this transaction. All communications relating to the Signing and Closing should be directed to the individuals identified below, with copies to the counsel identified in Section I.F. Unless otherwise specified, all notices and deliverables should be transmitted via email with hard copies to follow by overnight courier to the addresses set forth below.
A. Borrower / Loan Parties
Ironhaven Data Centers LLC (the "Borrower" or "IHDC")
4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Ironhaven Holdings Inc. (the "Parent Guarantor" or "Holdings")
4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Same contacts as IHDC above. Holdings is the direct parent company of IHDC and the sole member of IHDC. All notices to Holdings should be directed to the attention of Jonathan Pryce-Williams, General Counsel & Secretary.
Ironhaven Frankfurt GmbH (the "Co-Borrower" or "IHDC Frankfurt")
Hanauer Landstraße 188 60314 Frankfurt am Main, Germany
B. Sponsor
Thornfield Capital Partners, LP (the "Sponsor")
800 Park Avenue, 22nd Floor New York, New York 10021
Note: The equity contribution of $410,000,000 will be funded from Thornfield Infrastructure Fund III, LP, the ultimate equity investor in Holdings.
C. Administrative Agent / Lead Arranger
Crescent Harbor Bank, N.A. (the "Administrative Agent," "Lead Arranger," or "CHB")
1200 Harbor Point Drive Charlotte, North Carolina 28202
Note: Thomas Beckett will serve as the primary operational contact for all wire transfer coordination and agency services on the Closing Date. All funds flow confirmations and wire instruction verifications should be directed to Mr. Beckett.
D. Collateral Agent
Pinnacle Trust Company, N.A. (the "Collateral Agent" or "Pinnacle Trust")
101 Constitution Avenue NW Washington, D.C. 20001
Note: Pinnacle Trust Company, N.A. will act as Collateral Agent with respect to all domestic (US) collateral and, through its London branch, as Security Trustee with respect to all German-law security interests.
E. Lenders
The following institutions constitute the lending syndicate for the $950,000,000 Senior Secured Term Loan B Credit Facility. Commitment amounts reflect final allocations following the close of syndication on April 19, 2024.
F. Counsel
Borrower's US Counsel:
Calderwood & Harkness LLP 125 Broad Street New York, New York 10004
Borrower's Tax Counsel:
Calderwood & Harkness LLP (same address as above)
Borrower's German Local Counsel:
Wendt Falkenberg Rechtsanwälte PartG mbB Mainzer Landstraße 46 60325 Frankfurt am Main, Germany
Agent's / Lenders' US Counsel:
Blackthorn & Sundial Software 51 West 52nd Street New York, New York 10019
Agent's / Lenders' German Counsel:
Blackthorn & Sundial Software (Frankfurt Office) Bockenheimer Landstraße 24 60323 Frankfurt am Main, Germany
G. Other Service Providers
Insurance Broker:
Calloway & Strand Insurance Brokers, Inc. 200 Liberty Street, Suite 1400 New York, New York 10281 Contact: Patricia Calloway
Email: pcalloway@callowayandstrand.com
Phone: (212) 555-1950
Title Insurance:
Keystone Title Guaranty Company 1750 Tysons Boulevard, Suite 600 McLean, Virginia 22102 Contact: Raymond Hobbs
Email: rhobbs@keystonetitle.com
Phone: (703) 555-4500
Auditor:
Ashford & Mercer LLP 1001 Pennsylvania Avenue NW, Suite 700 Washington, D.C. 20004 Contact: Angela Whitfield
Email: awhitfield@ashfordmercer.com
Phone: (202) 555-3700
Environmental Consultant:
Greenline Environmental Solutions, Inc. 7890 Research Boulevard Austin, Texas 78759 Contact: Dr. Ramon Quelibo
Email: restevez@greenlineenv.com
Phone: (512) 555-2200
Appraiser:
Meridian Valuation Group, LLC 350 Fifth Avenue, Suite 4100 New York, New York 10118 Contact: Howard Finch, MAI
Email: hfinch@meridianvaluation.com
Phone: (212) 555-6800
Rating Agency:
Sentinel Ratings International, LLC 55 Water Street New York, New York 10041 Contact: Lorraine Dupont
Email: ldupont@sentinelratings.com
Phone: (212) 555-0900
Existing Mezzanine Lender (Payoff):
Greystone Mezzanine Fund II, LP Contact information per payoff letter; CUSIP 39817MAB3
II. OVERVIEW OF TRANSACTION TIMELINE
The following summary sets forth the key milestones in the transaction timeline from engagement through anticipated post-closing deliverables. All dates are actual or, where indicated, anticipated.
Note Regarding Delayed Draw / Closing Mechanism: The Signing Date and the Closing Date are not simultaneous. The Credit Agreement will be executed on the Signing Date (May 15, 2024), and the obligations of the Lenders to fund the Term Loan will be subject to the satisfaction (or waiver by the Required Lenders) of the conditions precedent set forth in Article V of the Credit Agreement on or prior to the Closing Date (June 3, 2024). If the conditions precedent are not satisfied or waived by June 3, 2024, the parties shall discuss in good faith an extension, subject to the terms of the Credit Agreement. The ticking fee shall continue to accrue until the earlier of the Closing Date and the termination of commitments.
III. LEGEND AND CONVENTIONS
Status Column abbreviations
The following abbreviations are used in the "Delivery" or "Status" columns throughout this Closing Agenda to indicate when each document or deliverable is required:
Execution Requirements
Unless otherwise noted, all documents shall be executed by the authorized officer(s) of the applicable party. Specific execution requirements applicable to certain documents are as follows:
•  Standard Signature: Execution by an authorized officer or representative of the relevant party. No notarization or other formality required unless otherwise specified.
•  Notarization: Certain German-law documents require notarization before a German notary public (Notar). Notarization must be coordinated by Wendt Falkenberg Rechtsanwälte PartG mbB as described in Section X below. Documents requiring notarization are specifically identified in the relevant tables.
•  Apostille: Any powers of attorney executed outside Germany for use in connection with German notarized documents may require an apostille in accordance with the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (October 5, 1961). The need for apostille will be confirmed on a case-by-case basis by Wendt Falkenberg.
Responsible Party abbreviations
The following abbreviations are used to identify the responsible party for preparation, execution, or delivery of each document:
Individual lender abbreviations used where applicable: RNB (Ridgeline National Bank), VMC (Marlowe Asset Management Meridian Capital, LLC), APCP (Atlas Peak Credit Partners, LP), NB (NordBrücke AG), PRIL (Pacific Rim Institutional Lending Corp.), and OIC (Osprey Insurance Capital, Ltd.).
Note on German Documents
Certain German-law security documents described in Section V.C require notarization before a German notary public. The notarization schedule is set forth in detail in Section X of this Closing Agenda. Wendt Falkenberg will coordinate all aspects of the German notarization process, including engagement of the notary, preparation of notarization drafts, scheduling of notarization appointments, and subsequent filings with the relevant German land registry (Grundbuchamt) and commercial register (Handelsregister). All German-language documents will be accompanied by English-language convenience translations prepared by Wendt Falkenberg for the benefit of the Administrative Agent and the Lenders; however, the German-language originals shall be the binding and controlling versions in all respects.
Note on Counterparts
In accordance with Section 10.11 of the Credit Agreement, all documents may be executed in one or more counterparts, each of which shall constitute an original and all of which, taken together, shall constitute one and the same instrument. Delivery of executed signature pages by facsimile transmission or electronic transmission in portable document format (PDF) shall be effective as delivery of a manually executed counterpart; provided, that each party delivering a PDF signature page shall deliver original executed signature pages to the Administrative Agent (or its counsel, Blackthorn & Sundial Software) within five (5) business days following the Closing Date (i.e., by June 10, 2024).
IV. PRE-SIGNING DELIVERABLES
Items to Be Completed Prior to May 15, 2024
The following documents and deliverables must be completed and delivered prior to or contemporaneously with the Signing Date. Unless otherwise indicated, all items listed below are conditions to the execution of the Credit Agreement on the Signing Date.
A. Organizational Documents and Corporate Authorizations
B. Due Diligence and Third-Party Reports
C. KYC / Sanctions Screening (Pre-Signing Completion Required)
All know-your-customer (KYC) and sanctions screening procedures set forth below must be completed prior to the Signing Date. Calderwood & Harkness LLP has coordinated sanctions screening in accordance with the OFAC Sanctions Compliance Memorandum circulated to all parties on February 15, 2024, and the supplemental EU/UK screening protocols adopted in connection with the Frankfurt campus portion of the transaction.
V. DOCUMENTS TO BE EXECUTED AT SIGNING (MAY 15, 2024)
The following documents are to be executed by the parties identified below on or before the Signing Date (May 15, 2024). Unless otherwise noted, all documents may be executed in counterparts and delivered via PDF, subject to the delivery of original executed signature pages within five (5) business days following the Closing Date.
A. Credit Agreement and Core Loan Documents
B. US Security and Collateral Documents
C. German Security and Collateral Documents
D. Legal Opinions (To Be Delivered at Signing or Closing)
The following legal opinions will be delivered to the Administrative Agent, the Collateral Agent, and each of the Lenders. Unless otherwise indicated, opinions will be delivered on the Closing Date (June 3, 2024) and will be dated as of the Closing Date. Each opinion letter will contain customary assumptions, qualifications, and limitations, including reliance on factual certificates from officers of the applicable Loan Parties.
E. Side Letters and Special Arrangements
F. Tax Documents
VI. CONDITIONS PRECEDENT TO CLOSING / FUNDING (JUNE 3, 2024)
The following documents and deliverables must be received by the Administrative Agent on or prior to the Closing Date (June 3, 2024) as conditions precedent to the obligation of the Lenders to fund the Term Loan. These conditions are in addition to the execution of the Credit Agreement and ancillary documents at Signing (Section V above) and the pre-signing deliverables (Section IV above), all of which must remain in full force and effect on the Closing Date.
A. Officer and Solvency Certificates
B. Insurance
C. Title and Recording
D. UCC Filings
E. Payoff and Lien Releases
F. Escrow Agreements
G. Financial and Compliance Deliverables
The pro forma capitalization table demonstrates compliance with the financial covenants set forth in the Credit Agreement on and as of the Closing Date, after giving pro forma effect to all transactions.
H. Borrowing Request
The Borrowing Request shall specify: (a) the Closing Date (June 3, 2024) as the requested date of borrowing; (b) the initial Interest Period for each tranche (one-month SOFR and one-month EURIBOR, respectively, unless otherwise elected); (c) wire transfer instructions for the disbursement of proceeds; and (d) a certification that all conditions precedent to the borrowing have been satisfied or waived.
VII. FUNDS FLOW — CLOSING DAY ACTIONS (JUNE 3, 2024)
The following sets forth the sources and uses of funds on the Closing Date. All amounts are subject to final confirmation in the Funds Flow Memorandum to be circulated by Calderwood & Harkness LLP at least two (2) business days prior to the Closing Date (i.e., by May 30, 2024).
A. Sources of Funds
Note: The OID discount of 0.50% (50 basis points) on the aggregate principal amount of $950,000,000 results in net loan proceeds of $945,250,000. The OID amount of $4,750,000 is retained by the Lenders and is not funded to the Borrower. The equity contribution of $410,000,000 from Thornfield Infrastructure Fund III, LP is to be funded by wire transfer to the IHDC operating account at Crescent Harbor Bank, N.A. on or prior to 9:00 AM ET on the Closing Date.
B. Uses of Funds — Wire Transfer Sequence
Note: All wires are to be initiated only upon confirmation by Calderwood & Harkness LLP and Blackthorn & Sundial Software that all conditions precedent to the Closing have been satisfied or waived. Thomas Beckett (Crescent Harbor Bank, N.A., Loan Operations & Agency Services) shall coordinate the initiation and confirmation of all wire releases in accordance with the Funds Flow Memorandum.
C. Confirmation and Reconciliation
The following procedures shall be followed to ensure the accurate and timely execution of all funds flow on the Closing Date:
1.  Funds Flow Memorandum. Calderwood & Harkness LLP shall prepare and circulate a comprehensive Funds Flow Memorandum to the Administrative Agent, the Collateral Agent, the Borrower, and their respective counsel at least two (2) business days prior to the Closing Date (i.e., by May 30, 2024). The Funds Flow Memorandum shall set forth: (a) the final wire amounts and sequence; (b) complete wire transfer instructions for each payee; (c) the identity of the authorizing officer for each disbursement; and (d) contingency procedures in the event of delayed or failed wires.
2.  Wire Instruction Confirmation. Final wire amounts and wire transfer instructions shall be confirmed in writing (by email or letter) by each disbursing and receiving party prior to the Closing Date. No wire transfer shall be initiated based on wire instructions received solely by telephone.
3.  Wire Confirmation Receipts. Thomas Beckett (Crescent Harbor Bank, N.A., Loan Operations & Agency Services) shall provide wire confirmation receipts (including Federal Reference Numbers, where applicable) to Calderwood & Harkness LLP and IHDC (Natasha Greenfeld, VP, Treasury & Capital Markets) promptly upon completion of each transfer. All wire confirmations shall be compiled and included in the Closing Memorandum (Post-Closing Item PC-10).
4.  Reconciliation. Following the completion of all wire transfers, Calderwood & Harkness LLP shall prepare a reconciliation statement confirming that all sources and uses of funds balance and that all payees have confirmed receipt of the amounts specified in the Funds Flow Memorandum.
VIII. CLOSING DAY SEQUENCE OF EVENTS (JUNE 3, 2024)
The following is the anticipated chronological sequence of events on the Closing Date. All times are Eastern Time (ET). The parties acknowledge that actual timing may vary and that the sequence may be adjusted by mutual agreement of counsel.
1.  8:00 AM ET — Calderwood & Harkness LLP and Blackthorn & Sundial Software jointly confirm in writing (via email to all parties and their counsel) that all conditions precedent to the obligation of the Lenders to fund the Term Loan have been satisfied or waived in accordance with Article V of the Credit Agreement. The confirmation shall reference the final Conditions Precedent Checklist, dated as of June 3, 2024, maintained by Calderwood & Harkness LLP.
2.  8:30 AM ET — IHDC delivers to the Administrative Agent and its counsel: (a) the Officer's Closing Certificate (Item No. 56), executed by Marcus Delaine (CEO) or Jonathan Pryce-Williams (General Counsel & Secretary); and (b) the Solvency Certificate (Item No. 57), executed by Rebecca Sung (CFO).
3.  9:00 AM ET — IHDC delivers the Borrowing Request (Item No. 72) to the Administrative Agent (attention: Thomas Beckett), requesting the drawdown of the full $950,000,000 in aggregate commitments ($675,000,000 USD Tranche and €253,571,429 EUR Sub-Tranche).
4.  9:00 AM ET — Calderwood & Harkness LLP delivers to the Administrative Agent, the Collateral Agent, and each Lender the following legal opinions: (a) New York / Delaware Law Opinion (Item No. 48); (b) US Regulatory Opinion (Item No. 49); (c) Virginia Law Opinion (Item No. 50); and (d) Tax Opinion (Item No. 51).
5.  9:00 AM ET — Wendt Falkenberg Rechtsanwälte PartG mbB delivers to the Administrative Agent, the Collateral Agent, and each Lender the German Law Legal Opinion (Item No. 52).
6.  9:30 AM ET — The Escrow Agreements for the Virginia campus construction (Item No. 68) and the Frankfurt campus construction (Item No. 69) are executed and delivered by all parties thereto.
7.  10:00 AM ET — The Administrative Agent (Thomas Beckett, Loan Operations & Agency Services) instructs the initiation of all wire transfers in accordance with the Funds Flow Memorandum (Section VII.B above) and the confirmed wire instructions.
8.  10:00 AM – 12:00 PM ET — Wire transfers are executed in the sequence set forth in Section VII.B (Steps 1 through 13). The Greystone payoff wire (Step 1) shall be initiated first; escrow deposits (Steps 2 and 3) shall follow; all fee payments (Steps 4 through 11) and remaining disbursements (Steps 12 and 13) shall be processed concurrently thereafter.
9.  12:00 PM ET — Confirmation of receipt of the Greystone payoff amount ($132,708,333.33) by Greystone Mezzanine Fund II, LP. Upon confirmation, Calderwood & Harkness LLP files the UCC-3 Termination Statement (Item No. 66) with the Delaware Secretary of State, terminating Greystone's existing UCC-1 filing against IHDC.
10.  1:00 PM ET — All wire confirmations received from all payees. Calderwood & Harkness LLP issues a closing confirmation email to all parties and their counsel, confirming that: (a) all conditions precedent have been satisfied; (b) all funds have been disbursed in accordance with the Funds Flow Memorandum; (c) all payees have confirmed receipt; and (d) the Closing is complete.
11.  2:00 PM ET — Calderwood & Harkness LLP begins compilation of all executed signature pages and preparation of the closing binder. The closing binder will be organized in accordance with the Master Document Index (Exhibit A) and distributed to all parties in both electronic and bound hard copy form.
IX. POST-CLOSING OBLIGATIONS AND DELIVERABLES
The following obligations and deliverables must be completed after the Closing Date within the deadlines specified below. Post-closing items are covenants under the Credit Agreement or ancillary documents and are not conditions precedent to funding. Failure to satisfy post-closing obligations within the specified deadlines may constitute a Default or Event of Default under the Credit Agreement, subject to any applicable cure periods.
X. NOTARIZATION SCHEDULE — GERMAN DOCUMENTS
The following sets forth the schedule and logistics for the notarization of German-law documents that require execution before a German notary public (Notar).
Notary
A German notary public in Frankfurt am Main is to be engaged by Wendt Falkenberg Rechtsanwälte PartG mbB. The identity of the notary will be confirmed by Wendt Falkenberg and communicated to all parties. All notarization fees are for the account of the Borrower and will be included in the transaction costs payable at Closing (Step 11 of the Funds Flow).
Documents Requiring Notarization
The following two documents require notarization before a German notary public, as mandated by applicable German law:
1.  German Land Charge Agreement (Grundschuldbestellungsurkunde) — Item No. 42
The creation of a land charge (Grundschuld) over German real property requires notarial authentication (notarielle Beurkundung) pursuant to § 873 et seq. BGB (German Civil Code) and § 29 GBO (German Land Register Code). The notarized deed is a prerequisite to the registration of the Grundschuld in the land register (Grundbuch).
2.  German Share Pledge Agreement (Anteilsverpfändungsvertrag) — Item No. 46
The pledge of shares (Geschäftsanteile) in a German limited liability company (GmbH) requires notarial authentication pursuant to § 15(3) GmbHG (German Limited Liability Companies Act), read in conjunction with § 1274(1) sentence 1 and § 1280 BGB. The notarized share pledge agreement is a prerequisite to the effectiveness of the pledge and to the annotation of the pledge in the shareholders' list (Gesellschafterliste) filed with the commercial register.
Parties Required to Appear or Provide Notarized Powers of Attorney
The following parties must either appear in person before the German notary or provide notarized powers of attorney (notariell beglaubigte Vollmacht) authorizing a proxy to act on their behalf:
•  Ironhaven Frankfurt GmbH — as Grantor of the Grundschuld and as the company consenting to the share pledge. Marcus Delaine (Managing Director) and/or Katarina Bremer (Managing Director) may appear in person, or a proxy may be designated pursuant to a notarized power of attorney.
•  Ironhaven Data Centers LLC — as sole quotaholder and Pledgor of the shares in IHDC Frankfurt. An authorized officer of IHDC (e.g., Jonathan Pryce-Williams or Marcus Delaine) may appear in person, or a proxy may be designated pursuant to a notarized power of attorney.
•  Pinnacle Trust Company, N.A. — acting through its London branch as Security Trustee and beneficiary of the Grundschuld and the share pledge. An authorized representative of Pinnacle Trust (e.g., William Hargrove or a duly authorized member of the London branch) may appear in person, or a proxy may be designated pursuant to a notarized power of attorney bearing an apostille.
Coordination
Lisa Morrow (Calderwood & Harkness LLP, Working Associate) is the primary coordinator for the notarization process, working in close collaboration with Dr. Lukas Wendt and Julia Falkenberg (Wendt Falkenberg Rechtsanwälte PartG mbB) in Frankfurt. The notarization appointment is scheduled for a date on or before May 15, 2024 to align with the Signing Date.
Wendt Falkenberg will:
(a) prepare all notarization drafts in German (with English convenience translations for the benefit of the non-German-speaking parties);
(b) circulate drafts to all parties and their counsel for review at least five (5) business days prior to the notarization appointment;
(c) coordinate the scheduling of the notarization appointment with the notary and all appearing parties;
(d) arrange for the attendance of a sworn interpreter, if required by the notary for any party not fluent in German;
(e) submit the notarized Grundschuldbestellungsurkunde to the Grundbuchamt of the Amtsgericht Frankfurt am Main immediately following notarization for registration of the Grundschuld; and
(f) submit the updated shareholders' list reflecting the share pledge to the commercial register of the Amtsgericht Frankfurt am Main following notarization of the Anteilsverpfändungsvertrag.
Apostille Requirements
Any powers of attorney executed outside Germany for use in connection with the German notarization may require an apostille in accordance with the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, dated October 5, 1961. Specifically:
•  A power of attorney executed in the United States must be notarized by a US notary public and bear an apostille issued by the competent authority of the US state in which the notarization takes place (typically the Secretary of State).
•  A power of attorney executed in the United Kingdom must be notarized by a UK notary public and bear an apostille issued by the UK Foreign, Commonwealth & Development Office.
•  The need for apostille and the specific requirements will be confirmed by Wendt Falkenberg on a case-by-case basis and communicated to all affected parties with sufficient lead time.
XI. EXHIBIT A — MASTER DOCUMENT INDEX (CROSS-REFERENCE)
The following is a comprehensive listing of all documents in the transaction, organized by category, with cross-references to the item numbers used throughout this Closing Agenda. The Master Document Index encompasses all seventy-five (75) documents and work product items identified in connection with the Signing and Closing.
1. Credit Agreement and Core Loan Documents
2. US Security and Collateral Documents
3. German Security and Collateral Documents
4. Legal Opinions
5. Sanctions, KYC, and Regulatory Compliance
6. Tax Documents
7. Due Diligence and Condition Precedent Documents
8. Closing Deliverables
9. Correspondence and Internal Work Product
XII. EXHIBIT B — WIRE INSTRUCTIONS SUMMARY
The following table summarizes the payees and amounts for all wire transfers to be effected on the Closing Date (June 3, 2024). This exhibit is provided as a placeholder and cross-reference to the Funds Flow Memorandum. Actual wire instructions (including bank names, ABA/SWIFT routing numbers, account numbers, and reference information) will be set forth in the Funds Flow Memorandum to be circulated by Calderwood & Harkness LLP by May 30, 2024. Each payee is responsible for confirming its wire instructions in writing prior to the Closing Date. No funds will be disbursed based on unverified or unconfirmed wire instructions.
Important Notes:
(a) All wire instructions must be confirmed by each payee in writing (by email from an authorized representative of the payee) no later than two (2) business days prior to the Closing Date.
(b) Any changes to previously confirmed wire instructions must be verified by telephone callback to an authorized representative of the payee at a telephone number independently confirmed by the disbursing party. Calderwood & Harkness LLP and Crescent Harbor Bank, N.A. maintain callback protocols to prevent wire fraud.
(c) The EUR-denominated wire for the Frankfurt campus construction escrow (Step 3) will be converted from USD at the spot exchange rate prevailing at the time of wire initiation on the Closing Date. The reference exchange rate of EUR/USD 1.0846 is used for planning and allocation purposes only and is not guaranteed.
(d) Legal fees for Calderwood & Harkness LLP and Wendt Falkenberg are estimated amounts. Final invoices will be delivered on or prior to the Closing Date, and any adjustments will be reflected in the Funds Flow Memorandum.
XIII. EXHIBIT C — SIGNATURE BLOCK DIRECTORY
The following is a comprehensive directory of all entities required to execute one or more documents in connection with the Signing and Closing, together with the name(s) and title(s) of their respective authorized signatories. This directory is provided for reference purposes and to facilitate the preparation of signature pages by counsel.
Ironhaven Data Centers LLC
Any one of the above-named officers is authorized to execute documents on behalf of IHDC, unless the applicable board or member resolutions require the signature of a specific officer or multiple officers.
Ironhaven Holdings Inc.
Authorized pursuant to Board Resolutions (Item No. 8).
Ironhaven Frankfurt GmbH
In accordance with the Articles of Association of IHDC Frankfurt, the company may be represented by any two managing directors acting jointly, or by any one managing director acting together with a holder of general commercial power of attorney (Prokurist). Where notarization is required, the managing directors must appear in person or provide notarized powers of attorney. See Section X for notarization logistics.
Crescent Harbor Bank, N.A.
Either Mr. Gallagher or Ms. Nair is authorized to execute documents on behalf of Crescent Harbor Bank, N.A. in its capacity as Administrative Agent, Lead Arranger, and Lender.
Pinnacle Trust Company, N.A.
Mr. Hargrove is authorized to execute documents on behalf of Pinnacle Trust Company, N.A. in its capacity as Collateral Agent, Escrow Agent, and Security Trustee (through its London branch).
Lenders
Greystone Mezzanine Fund II, LP
Greystone's authorized signatory will execute the Payoff Letter (Item No. 65) and the Lien Release Letter (Item No. 67). The UCC-3 Termination Statement (Item No. 66) will be filed by Calderwood & Harkness LLP pursuant to Greystone's authorization contained in the payoff letter.
Note on Counterpart Execution and PDF Delivery Protocol
All transaction documents may be executed in counterparts. Each party shall deliver its executed signature pages to the coordinating counsel (Calderwood & Harkness LLP for Borrower-side documents; Blackthorn & Sundial Software for Agent/Lender-side documents) as follows:
1.  PDF Delivery (Signing Date and Closing Date). Each party shall deliver a scanned PDF copy of its executed signature page(s) to the applicable coordinating counsel by email on or before the applicable deadline. PDF signature pages shall be deemed effective as delivery of manually executed counterparts upon confirmation of receipt by the coordinating counsel.
2.  Original Delivery (Post-Closing). Within five (5) business days following the Closing Date (i.e., by June 10, 2024), each party shall deliver original wet-ink executed signature pages to the applicable coordinating counsel by overnight courier (Severin Partners LLC, Tarrant & Co., or equivalent).
3.  Coordination. Calderwood & Harkness LLP will maintain a signature page tracking log and will circulate updates to all parties as signature pages are received. Any issues regarding missing or incomplete signature pages will be escalated promptly by Lisa Morrow (C&H, Working Associate).
— End of Closing Agenda —
Prepared by Calderwood & Harkness LLP 125 Broad Street, New York, New York 10004 Matter No.: 1043-00001
May 10, 2024
CONFIDENTIAL — ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT PRIVILEGE
Responsible Partner: | Stephanie Okafor
Lead Associate: | Daniel Obi
Working Associate: | Lisa Morrow
Signing Date: | May 15, 2024
Closing / Funding Date: | June 3, 2024
Crescent Harbor Deal Reference: | CHB-LF-2024-0287
CUSIP: | 46283LAA5
Name | Title | Email | Phone
Jonathan Pryce-Williams | General Counsel & Secretary | jpw@ironhavendata.com | (703) 555-2100
Natasha Greenfeld | Vice President, Treasury & Capital Markets | ngreenfeld@ironhavendata.com | (703) 555-2104
Rebecca Sung | Chief Financial Officer | rsung@ironhavendata.com | (703) 555-2102
Marcus Delaine | Chief Executive Officer | mdelaine@ironhavendata.com | (703) 555-2101
Name | Title | Email | Phone
Marcus Delaine | Managing Director (Geschäftsführer) | mdelaine@ironhavendata.com | (703) 555-2101
Katarina Bremer | Managing Director (Geschäftsführerin), Local | kbremer@ironhaven-frankfurt.de | +49 69 555-7801
Name | Title | Email | Phone
Elena Castillo | Managing Director, Infrastructure | ecastillo@thornfieldcap.com | (212) 555-4400
Graham Ashworth | Principal, Infrastructure | gashworth@thornfieldcap.com | (212) 555-4410
Name | Title | Email | Phone
Martin Gallagher | Managing Director, Leveraged & Structured Finance | mgallagher@crescentharbor.com | (704) 555-3200
Priya Nair | Director, Leveraged & Structured Finance | pnair@crescentharbor.com | (704) 555-3205
Thomas Beckett | Vice President, Loan Operations & Agency Services | tbeckett@crescentharbor.com | (704) 555-3301
Name | Title | Email | Phone
William Hargrove | Senior Vice President, Corporate Trust | whargrove@pinnacletrust.com | (202) 555-6100
Lender | Commitment | Key Contact(s) | Address
Crescent Harbor Bank, N.A. | $200,000,000 | Martin Gallagher / Priya Nair | 1200 Harbor Point Drive, Charlotte, NC 28202
Ridgeline National Bank | $175,000,000 | Sarah Dalmqvist | 500 Federal Street, Boston, MA 02110
Marlowe Asset Management Meridian Capital, LLC | $150,000,000 | Robert Jennings | 300 Madison Avenue, 40th Floor, New York, NY 10017
Atlas Peak Credit Partners, LP | $125,000,000 | Christine Fahey | 2200 Sand Hill Road, Suite 150, Menlo Park, CA 94025
NordBrücke AG | $150,000,000 | Dr. Stefan Kleinhans | Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany
Pacific Rim Institutional Lending Corp. | $75,000,000 | James Tanaka | 600 Montgomery Street, Suite 2800, San Francisco, CA 94111
Osprey Insurance Capital, Ltd. | $75,000,000 | Fiona Abernathy | Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
Total Commitments | $950,000,000
Name | Role | Email | Phone
Stephanie Okafor | Responsible Partner | sokafor@calderwoodharkness.com | (212) 555-8800
Daniel Obi | Lead Associate | dobi@calderwoodharkness.com | (212) 555-8815
Lisa Morrow | Working Associate | lmorrow@calderwoodharkness.com | (212) 555-8822
Name | Role | Email | Phone
Sylvia Hartwell | Tax Partner | shartwell@calderwoodharkness.com | (212) 555-8840
Name | Role | Email | Phone
Dr. Lukas Wendt | Partner | l.wendt@wendtfalkenberg.de | +49 69 555-9200
Julia Falkenberg | Partner | j.falkenberg@wendtfalkenberg.de | +49 69 555-9210
Name | Role | Email | Phone
Catherine Ellsworth | Lead Partner | cellsworth@blackthornsage.com | (212) 555-7400
Derek Huang | Associate | dhuang@blackthornsage.com | (212) 555-7425
Name | Role | Email | Phone
Maximilian Roth | Partner | mroth@blackthornsage.com | +49 69 555-6300
Date | Event
January 29, 2024 | Engagement letter executed between IHDC and Calderwood & Harkness LLP
February 12, 2024 | Mandate letter executed by Crescent Harbor Bank, N.A. as Lead Arranger
February 28, 2024 | Commitment letter executed by Crescent Harbor Bank, N.A.
February 28, 2024 | Fee letter executed by IHDC and Crescent Harbor Bank, N.A.
March 15, 2024 | Syndication launch; ticking fee commencement (0.25% per annum on $950,000,000 aggregate commitments)
April 19, 2024 | Syndication closed; all seven (7) lender commitments received; final allocation confirmed
May 1, 2024 | Final form of Credit Agreement circulated to all parties and their respective counsel for review
May 10, 2024 | This Closing Agenda distributed (Final Revision)
May 15, 2024 | Signing Date — Execution of Credit Agreement and all ancillary signing documents
May 30, 2024 | Funds Flow Memorandum circulated to all parties (at least 2 business days prior to Closing)
June 3, 2024 | Closing / Funding Date — Satisfaction of all conditions precedent; funding of $950,000,000 (net of OID: $945,250,000); equity contribution of $410,000,000 from Thornfield Infrastructure Fund III, LP
June 10, 2024 | Delivery of executed original signature pages; Post-Closing Letter and Closing Memorandum distributed
July 3, 2024 | Deadline for delivery of certified recorded copy of Deed of Trust (Loudoun County)
August 2024 (est.) | German Grundbuchamt registration of Grundschuld (estimated)
September 3, 2024 | First quarterly amortization payment due
September 30, 2024 | First financial covenant testing date (Q3 FY2024)
June 3, 2031 | Maturity Date
Abbreviation | Meaning
Pre-S | To be completed and delivered prior to the Signing Date (May 15, 2024). These items are preconditions to the execution of the Credit Agreement and ancillary documents.
S | To be delivered at or prior to Signing (May 15, 2024). These items must be in the possession of the Administrative Agent or its counsel on or before the Signing Date.
C | To be delivered at or prior to Closing (June 3, 2024). These items constitute conditions precedent to the obligation of the Lenders to fund the Term Loan.
S/C | To be delivered at Signing, with a bring-down, confirmation, update, or reaffirmation required at Closing.
PC | Post-closing item. To be delivered after the Closing Date within the time period specified. Post-closing items are not conditions precedent to funding but are required covenants under the Credit Agreement or ancillary documents.
Abbreviation | Party
IHDC | Ironhaven Data Centers LLC
Holdings | Ironhaven Holdings Inc.
IHDC Frankfurt | Ironhaven Frankfurt GmbH
CHB | Crescent Harbor Bank, N.A.
Pinnacle Trust | Pinnacle Trust Company, N.A.
C&H | Calderwood & Harkness LLP
B&S | Blackthorn & Sundial Software
WF | Wendt Falkenberg Rechtsanwälte PartG mbB
Item No. | Document | Responsible Party | Delivery | Notes
1 | Certified copy of Certificate of Formation — Ironhaven Data Centers LLC (State of Delaware) | IHDC / C&H | S | Certified by the Delaware Secretary of State. To include all amendments and restatements, if any.
2 | Certified copy of Operating Agreement — Ironhaven Data Centers LLC, as amended to date | IHDC / C&H | S | Current, fully executed copy of the Amended and Restated Limited Liability Company Operating Agreement of IHDC, together with all amendments and supplements thereto. Certified by the Secretary or General Counsel as being a true, correct, and complete copy.
3 | Certified copy of Certificate of Incorporation — Ironhaven Holdings Inc. (State of Delaware) | Holdings / C&H | S | Certified by the Delaware Secretary of State. To include all amendments and restatements, if any.
4 | Certified copy of Bylaws — Ironhaven Holdings Inc., as amended to date | Holdings / C&H | S | Current copy, certified by the Secretary of Holdings as being a true, correct, and complete copy of the Bylaws as in effect on the date of certification.
5 | Handelsregisterauszug (Commercial Register Excerpt) — Ironhaven Frankfurt GmbH (HRB 129457, Amtsgericht Frankfurt am Main) | IHDC Frankfurt / WF | S | Must be dated not earlier than fourteen (14) days prior to the Signing Date. To reflect current managing directors, share capital, and registered office. Wendt Falkenberg to obtain from the electronic commercial register (www.handelsregister.de) and provide certified printout.
6 | Gesellschaftsvertrag (Articles of Association) — Ironhaven Frankfurt GmbH | IHDC Frankfurt / WF | S | Certified copy of the current Articles of Association (Gesellschaftsvertrag) as registered with the Amtsgericht Frankfurt am Main. To include all amendments. English convenience translation to be provided by Wendt Falkenberg.
7 | Secretary's / Officer's Certificate — Ironhaven Data Centers LLC (incumbency, organizational documents, and resolutions) | Jonathan Pryce-Williams (General Counsel & Secretary) | S | Certificate of the Secretary or General Counsel of IHDC attesting to: (i) the incumbency and specimen signatures of all officers authorized to execute the Credit Agreement and related documents on behalf of IHDC; (ii) the completeness and accuracy of attached organizational documents; and (iii) the adoption and continuing effectiveness of member resolutions authorizing the transactions contemplated by the Credit Agreement.
8 | Board Resolutions — Ironhaven Holdings Inc. (authorizing Guarantee and Pledge) | Holdings Board of Directors | S | Certified copy of resolutions of the Board of Directors of Ironhaven Holdings Inc. authorizing the execution, delivery, and performance of: (a) the Guarantee Agreement; (b) the Equity Interest Pledge Agreement (with respect to the pledge of 100% of the membership interests in IHDC); and (c) the US Pledge and Security Agreement, in each case, together with all documents contemplated thereby or ancillary thereto. Resolutions to identify authorized signatories.
9 | Shareholder Resolutions — Ironhaven Frankfurt GmbH (authorizing Co-Borrower obligations and German security) | IHDC (as sole quotaholder of IHDC Frankfurt) / WF | S | Certified copy of resolutions of IHDC, acting in its capacity as sole quotaholder (alleiniger Gesellschafter) of IHDC Frankfurt, authorizing the entry by IHDC Frankfurt into: (a) the Credit Agreement as Co-Borrower; (b) the German Parallel Debt and Security Trust Agreement; (c) the German Land Charge Agreement; (d) the German Global Assignment of Receivables; (e) the German Account Pledge Agreement; (f) the German Security Transfer of Movable Assets; and (g) the German Security Purpose Agreement, in each case, together with all documents contemplated thereby or ancillary thereto. Wendt Falkenberg to advise on form and substance under applicable German law.
10 | Good Standing Certificate — Ironhaven Data Centers LLC (State of Delaware) | C&H | S | Certificate of Good Standing issued by the Delaware Secretary of State. Must be dated within ten (10) days of the Signing Date.
11 | Good Standing Certificate — Ironhaven Data Centers LLC (Commonwealth of Virginia) | C&H | S | Certificate of Good Standing (or Certificate of Fact of Existence) issued by the Virginia State Corporation Commission confirming that IHDC is duly qualified and in good standing as a foreign limited liability company in the Commonwealth of Virginia.
12 | Good Standing Certificate — Ironhaven Holdings Inc. (State of Delaware) | C&H | S | Certificate of Good Standing issued by the Delaware Secretary of State. Must be dated within ten (10) days of the Signing Date.
Item No. | Document | Responsible Party | Delivery | Notes
13 | Phase I Environmental Site Assessment — Virginia Campus | Greenline Environmental Solutions, Inc. (Dr. Ramon Quelibo) | Pre-S | Phase I ESA prepared in accordance with ASTM E1527-21 covering the Virginia campus, specifically parcels 087-27-1234 and 087-27-1235, Loudoun County, Virginia. Report to be addressed or reliance-lettered to the Administrative Agent and Collateral Agent. Findings to be reviewed by C&H for purposes of the Environmental Indemnity Agreement.
14 | Phase II Environmental Site Assessment — Virginia Campus (if triggered) | Greenline Environmental Solutions, Inc. (Dr. Ramon Quelibo) | Pre-S | Phase II ESA to be conducted only if the Phase I ESA identifies recognized environmental conditions ("RECs") that require further investigation. Scope, if applicable, to be determined by the Administrative Agent in consultation with its environmental counsel. As of the date of this Closing Agenda, no Phase II has been triggered.
15 | MAI Appraisal — Virginia Campus ("Ironhaven Ashburn I") | Meridian Valuation Group, LLC (Howard Finch, MAI) | Pre-S | Full narrative appraisal of the Virginia campus, covering approximately 142 acres in Loudoun County, Virginia (parcels 087-27-1234 and 087-27-1235), including all existing improvements and the proposed data center expansion. Appraisal to be prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and addressed or reliance-lettered to the Administrative Agent and Collateral Agent.
16 | MAI Appraisal — Frankfurt Campus ("Ironhaven Frankfurt I") | Meridian Valuation Group, LLC (Howard Finch, MAI) | Pre-S | Full narrative appraisal of the Frankfurt campus, covering approximately 18.7 hectares at Hanauer Landstraße 188, Frankfurt am Main, Germany, including all existing improvements and the proposed Frankfurt data center facility. Appraisal to be prepared in accordance with USPAP (or equivalent international standards acceptable to the Administrative Agent) and addressed or reliance-lettered to the Administrative Agent and Collateral Agent.
17 | ALTA/NSPS Land Title Survey — Loudoun County Parcels | Surveyor (coordinated by C&H) | Pre-S | ALTA/NSPS survey of parcels 087-27-1234 and 087-27-1235 in Loudoun County, Virginia, prepared in accordance with the 2021 Minimum Standard Detail Requirements for ALTA/NSPS Land Title Surveys, including Table A items as specified by the Administrative Agent. Survey to be certified to IHDC, the Administrative Agent, the Collateral Agent, and Keystone Title Guaranty Company.
18 | Title Search and Commitment — Virginia Campus | Keystone Title Guaranty Company (Raymond Hobbs) | Pre-S | ALTA title commitment for the issuance of a lender's policy of title insurance with respect to parcels 087-27-1234 and 087-27-1235 in Loudoun County, Virginia, in a coverage amount of $475,000,000, insuring the first-priority lien of the Deed of Trust in favor of Pinnacle Trust Company, N.A. as Collateral Agent. Commitment to include all standard and special exceptions; C&H to review and negotiate removal or insurance-over of objectionable exceptions prior to Signing.
19 | UCC, Federal Tax Lien, Judgment, and Litigation Search Results — IHDC, Holdings (Delaware, Virginia, New York) | C&H | Pre-S | Comprehensive lien and litigation search results covering: (a) UCC filings in the offices of the Delaware Secretary of State (for IHDC, EIN 84-3291057, and Holdings, EIN 84-3291044), the Virginia State Corporation Commission, and the Loudoun County Circuit Court; (b) federal tax lien filings in the same jurisdictions; and (c) judgment and litigation searches in the United States District Courts for the Eastern District of Virginia and the District of Delaware. See Lien Search Results Summary letter dated May 8, 2024, prepared by C&H. Only one existing UCC-1 filing identified: filing by Greystone Mezzanine Fund II, LP against IHDC with the Delaware Secretary of State (to be terminated upon payoff at Closing pursuant to Item No. 66).
20 | Private Credit Estimate | Sentinel Ratings International, LLC (Lorraine Dupont) | Pre-S | Confidential private credit estimate prepared by Sentinel Ratings for syndication purposes. The credit estimate is not a published rating and has been provided solely for the use of the Lead Arranger and the Lenders in connection with the syndication process. The credit estimate and all related materials are subject to confidentiality restrictions and may not be disclosed to any person not party to the Credit Agreement without the prior written consent of Sentinel Ratings.
21 | Audited Financial Statements — IHDC (Fiscal Year 2023) | Ashford & Mercer LLP (Angela Whitfield) | Pre-S | Audited consolidated financial statements of IHDC and its subsidiaries for the fiscal year ended December 31, 2023, including balance sheet, income statement, statement of cash flows, and statement of changes in members' equity, together with the independent auditor's report of Ashford & Mercer LLP thereon. Financial statements to be prepared in accordance with U.S. GAAP.
Item No. | Document | Responsible Party | Delivery | Notes
22 | OFAC / SDN / SSI Screening — All Lenders, beneficial owners (>25%), upstream fund investors (>10% economic) | C&H | Pre-S | Screening conducted against the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) Specially Designated Nationals and blocked Persons List (SDN List), Sectoral Sanctions Identifications List (SSI List), and all other OFAC sanctions lists. Screening covers all seven Lenders, their respective beneficial owners holding more than 25% of equity or voting interests, and, with respect to fund-structure Lenders (Atlas Peak Credit Partners, LP; Osprey Insurance Capital, Ltd.), upstream fund investors holding more than 10% economic interests. Screening methodology applied in accordance with the OFAC Sanctions Compliance Memorandum dated February 15, 2024.
23 | EU Consolidated Sanctions List Screening — All Frankfurt-nexus parties | C&H | Pre-S | Screening of all parties with a nexus to the Frankfurt portion of the transaction against the EU Consolidated Sanctions List maintained pursuant to Council Regulation (EU) No 269/2014, as amended, and all other applicable EU restrictive measures. Screened entities include: IHDC Frankfurt GmbH, NordBrücke AG, and beneficial owners of the foregoing. Clearance confirmed as of the date of this Closing Agenda.
24 | UK / OFSI Sanctions Screening — Osprey Insurance Capital, Ltd. | C&H | Pre-S | Screening of Osprey Insurance Capital, Ltd. (a Bermuda-incorporated entity) against the UK Office of Financial Sanctions Implementation (OFSI) Consolidated List of Financial Sanctions Targets in the UK, owing to the UK-person nexus arising from Fiona Abernathy (a UK national serving as the authorized signatory). Clearance confirmed.
25 | BaFin / GwG KYC — IHDC Frankfurt and EUR sub-tranche Lenders | WF / C&H | Pre-S | Know-your-customer due diligence conducted in accordance with the German Anti-Money Laundering Act (Geldwäschegesetz, GwG) with respect to IHDC Frankfurt GmbH and each Lender participating in the EUR sub-tranche (principally NordBrücke AG). Wendt Falkenberg has confirmed compliance with all applicable GwG requirements.
26 | Beneficial Ownership Certification — IHDC (FinCEN CDD Rule) | IHDC (Jonathan Pryce-Williams) | Pre-S | Certification of beneficial ownership of IHDC in compliance with the Financial Crimes Enforcement Network (FinCEN) Customer Due Diligence Requirements for Financial Institutions (31 C.F.R. § 1010.230), commonly referred to as the CDD Rule. The certification identifies all individuals who directly or indirectly own 25% or more of the equity interests of IHDC and a single individual with significant responsibility to control, manage, or direct IHDC.
27 | Transparenzregister Filing Confirmation — IHDC Frankfurt GmbH | WF | Pre-S | Confirmation that IHDC Frankfurt GmbH has complied with its registration obligations under the German Transparency Register Act (Transparenzregistereinsichtnahmeverordnung) and that all beneficial ownership information has been duly filed with the German Transparency Register (Transparenzregister).
28 | AML/KYC Due Diligence Summary Chart — All 7 Lenders | C&H | Pre-S | Summary chart prepared by Calderwood & Harkness LLP consolidating all AML/KYC due diligence results for all seven Lenders, including: copies of valid passports or government-issued identification for all key individuals; certified corporate organizational documents; beneficial ownership register entries; and results of sanctions screening (OFAC, EU, UK/OFSI, and BaFin/GwG, as applicable). Chart to be delivered to the Administrative Agent for its files.
29 | Lender KYC / OFAC Compliance Certificate — each Lender (7 total) | Each Lender | Pre-S / S | Form certificate to be executed by each Lender confirming: (a) compliance with all applicable OFAC sanctions programs; (b) compliance with all applicable anti-money laundering laws, including the Bank Secrecy Act and the USA PATRIOT Act; and (c) compliance with all applicable sanctions regimes, including EU and UK/OFSI sanctions, to the extent applicable. Certificates to be executed no later than the Signing Date.
Item No. | Document | Signing Parties | Execution Requirements | Responsible Counsel | Notes
30 | Credit Agreement — Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 | Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and each of the seven (7) Lenders | Authorized officer signature on behalf of each party; execution in counterparts permitted | C&H (borrower side); B&S (agent/lender side) | New York law governed. CUSIP 46283LAA5. Principal terms: (i) $950,000,000 aggregate commitments; (ii) USD Tranche ($675,000,000) bearing interest at Term SOFR + 425 basis points with a SOFR floor of 0.50%; (iii) EUR Sub-Tranche (€253,571,429, approximately $275,000,000 at the reference exchange rate of EUR/USD 1.0846) bearing interest at EURIBOR + 425 basis points with a EURIBOR floor of 0.00%; (iv) OID of 0.50% (50 bps); (v) financial covenants: maximum Net Leverage Ratio of 6.00x and minimum Interest Coverage Ratio of 2.00x, tested quarterly commencing Q3 FY2024; (vi) change of control mandatory prepayment at 101% of outstanding principal; (vii) comprehensive OFAC, sanctions, and anti-corruption representations and warranties; (viii) maturity date of June 3, 2031 (seven-year term); (ix) quarterly amortization of 1.00% per annum of original principal amount.
31 | Guarantee Agreement, dated as of May 15, 2024 | Ironhaven Holdings Inc. (as Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent for and on behalf of the Secured Parties) | Authorized officer of Holdings; execution in counterparts permitted | C&H / B&S | Unconditional and irrevocable guaranty by Holdings of all obligations of the Borrower and the Co-Borrower under the Credit Agreement and all other Loan Documents. The Guarantee Agreement constitutes a guaranty of payment and performance, not merely of collection. Governed by New York law.
32 | Intercreditor Agreement — First Lien / Super-Senior Intercreditor Agreement, dated as of May 15, 2024 | Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent under the Term Loan Credit Agreement and as Administrative Agent under the Super-Senior Revolving Credit Agreement), Pinnacle Trust Company, N.A. (as Collateral Agent) | Authorized officers of each party; execution in counterparts permitted | C&H / B&S | Establishes the relative priority and rights of the Term Loan Lenders and the Super-Senior Revolving Credit Facility lenders with respect to the shared collateral. The $100,000,000 Super-Senior Revolving Credit Facility (currently undrawn) shall have first-priority payment rights with respect to enforcement proceeds, subject to the waterfall provisions set forth therein. Governed by New York law.
33 | Promissory Notes — one for each Lender (seven (7) notes in total), each dated as of May 15, 2024 | Ironhaven Data Centers LLC (as maker); each Lender (as payee) | Authorized officer of IHDC; each note to bear the original executed signature of an authorized officer | C&H | Seven separate promissory notes, each evidencing the obligation of the Borrower to pay to the applicable Lender the principal amount of its commitment, together with accrued and unpaid interest, in accordance with the terms of the Credit Agreement. Note amounts: (i) Crescent Harbor Bank, N.A. — $200,000,000; (ii) Ridgeline National Bank — $175,000,000; (iii) Marlowe Asset Management Meridian Capital, LLC — $150,000,000; (iv) Atlas Peak Credit Partners, LP — $125,000,000; (v) NordBrücke AG — $150,000,000; (vi) Pacific Rim Institutional Lending Corp. — $75,000,000; and (vii) Osprey Insurance Capital, Ltd. — $75,000,000.
Item No. | Document | Signing Parties | Execution Requirements | Responsible Counsel | Notes
34 | US Pledge and Security Agreement, dated as of May 15, 2024 | Ironhaven Data Centers LLC and Ironhaven Holdings Inc. (each as a Grantor), Pinnacle Trust Company, N.A. (as Collateral Agent for and on behalf of the Secured Parties) | Authorized officers of each Grantor and of the Collateral Agent; execution in counterparts permitted | C&H | Grant of a first-priority security interest in substantially all personal property of each Grantor, including, without limitation: equipment, fixtures, inventory, deposit accounts, securities accounts, general intangibles, intellectual property, chattel paper, instruments, documents, letter-of-credit rights, commercial tort claims (if any), and all proceeds and products thereof. Also includes a pledge of 100% of the equity interests in each direct subsidiary of each Grantor (i.e., Holdings pledges 100% of the membership interests in IHDC; IHDC pledges 100% of the equity interests (Geschäftsanteile) in IHDC Frankfurt). Governed by New York law (except as to creation and perfection of security interests, which shall be governed by the applicable UCC).
35 | Equity Interest Pledge Agreement, dated as of May 15, 2024 | Ironhaven Holdings Inc. (pledging 100% of the membership interests in IHDC), Ironhaven Data Centers LLC (pledging 100% of the equity interests in IHDC Frankfurt GmbH), Pinnacle Trust Company, N.A. (as Collateral Agent) | Authorized officers; execution in counterparts permitted | C&H | Supplement to and incorporated by reference into the US Pledge and Security Agreement. Provides for the pledge of: (a) 100% of the membership interests in IHDC held by Holdings, together with all certificates (if certificated) and signed blank membership interest powers; and (b) 100% of the equity interests (Geschäftsanteile) in IHDC Frankfurt held by IHDC. With respect to clause (b), the pledge of the IHDC Frankfurt shares under German law is separately addressed by the German Share Pledge Agreement (Item No. 46); this Equity Interest Pledge Agreement addresses the UCC aspects of such pledge. Stock or membership interest certificates (if any) and signed undated blank stock/membership interest powers to be delivered to the Collateral Agent at Closing.
36 | Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing — Loudoun County, Virginia, dated as of May 15, 2024 | Ironhaven Data Centers LLC (as Grantor), Pinnacle Trust Company, N.A. (as Beneficiary and Collateral Agent for and on behalf of the Secured Parties) | Authorized officer of IHDC; notarization required for recording in the Clerk's Office of the Loudoun County Circuit Court, Commonwealth of Virginia | C&H | Encumbers the Virginia campus real property, specifically parcels 087-27-1234 and 087-27-1235, consisting of approximately 142 acres in Loudoun County, Virginia, together with all improvements, appurtenances, easements, and fixtures. Includes an assignment of all leases, rents, issues, and profits. Also constitutes a security agreement and fixture filing under the Uniform Commercial Code as in effect in the Commonwealth of Virginia. To be recorded with the Loudoun County Circuit Court on or before the Closing Date. Recording taxes and fees to be paid by the Borrower. Governed by Virginia law.
37 | Environmental Indemnity Agreement — Virginia Campus, dated as of May 15, 2024 | Ironhaven Data Centers LLC (as Indemnitor), Pinnacle Trust Company, N.A. (as Collateral Agent for and on behalf of the Secured Parties) | Authorized officer of IHDC; execution in counterparts permitted | C&H | Unconditional indemnification of the Collateral Agent and each Lender against all losses, claims, damages, liabilities, and expenses arising out of or relating to the presence, release, or threatened release of any hazardous materials on, at, from, or under the Virginia campus real property (parcels 087-27-1234 and 087-27-1235, Loudoun County, Virginia). Obligations survive repayment of the Term Loan and release of the liens. Governed by Virginia law.
38 | Deposit Account Control Agreements (DACAs), each dated as of May 15, 2024 | Ironhaven Data Centers LLC (as account holder), Crescent Harbor Bank, N.A. (as depository bank), Pinnacle Trust Company, N.A. (as Collateral Agent) | Authorized officers of all three parties; execution in counterparts permitted | C&H / B&S | Control agreements covering IHDC's operating and reserve deposit accounts maintained at Crescent Harbor Bank, N.A. Each DACA grants the Collateral Agent "control" (as defined in UCC § 9-104) over the applicable deposit account. During the continuation of no default, IHDC shall be entitled to operate the accounts in the ordinary course; upon the occurrence and during the continuance of an Event of Default, the Collateral Agent shall have the right to exercise exclusive control. Governed by New York law (or the law of the jurisdiction where the account is maintained, as applicable).
39 | intellectual Property Security Agreement, dated as of May 15, 2024 | Ironhaven Data Centers LLC (as Grantor), Pinnacle Trust Company, N.A. (as Collateral Agent) | Authorized officer of IHDC | C&H | Grant of a first-priority security interest in all intellectual property of IHDC, including all trademarks, service marks, trade names, and trademark applications, all patents