UCC-3 TERMINATION STATEMENT AND LIEN RELEASE
GREYSTONE MEZZANINE FUND II, LP
Prepared by Calderwood & Harkness LLP On Behalf of Ironhaven Data Centers LLC June 3, 2024
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I. COVER LETTER AND FILING INSTRUCTIONS
CALDERWOOD & HARKNESS LLP Attorneys at Law 125 Broad Street New York, New York 10004 Telephone: (212) 555-4800 Facsimile: (212) 555-4801 www.calderwoodharkness.com
June 3, 2024
Matter No.: 1043-00001
Delaware Secretary of State Division of Corporations John G. Townsend Building 401 Federal Street, Suite 4 Dover, Delaware 19901
Attention: UCC Filing Section
Re: UCC-3 Financing Statement Amendment — Termination Debtor: Ironhaven Data Centers LLC (Delaware LLC; EIN 84-3291057) Secured Party: Greystone Mezzanine Fund II, LP (Delaware limited partnership) Greystone Mezzanine Note CUSIP: 39817MAB3
Dear Sir or Madam:
This firm acts as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC"), in connection with that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among IHDC, as borrower, Ironhaven Holdings Inc., a Delaware corporation, as parent guarantor, Crescent Harbor Bank, N.A., as administrative agent, Pinnacle Trust Company, N.A., as collateral agent, and the lenders party thereto from time to time, providing for a senior secured term loan B facility in the aggregate principal amount of $950,000,000. This filing is being made in connection with the closing of the Credit Agreement, which closing occurred on the date hereof, June 3, 2024.
The purpose of this filing is to terminate the existing UCC-1 financing statement previously filed by Greystone Mezzanine Fund II, LP, a Delaware limited partnership ("Greystone"), as secured party, against IHDC, as debtor, with the Delaware Secretary of State. The termination is being made in connection with the full repayment and satisfaction of all obligations of IHDC owing to Greystone under those certain mezzanine notes issued pursuant to the Mezzanine Loan Agreement referenced herein (CUSIP 39817MAB3), and the corresponding release and discharge of all liens and security interests held by Greystone in the assets of IHDC and its parent, Ironhaven Holdings Inc. The total payoff amount of $132,708,333.33, consisting of $130,000,000.00 in outstanding principal and $2,708,333.33 in accrued payment-in-kind interest, has been remitted to Greystone in immediately available funds on the date hereof in accordance with the terms and conditions of the Payoff Letter dated June 3, 2024, executed by Greystone.
Filing Instructions:
Please find enclosed herewith the following documents for filing with the Delaware Secretary of State:
1. One (1) original UCC-3 Financing Statement Amendment (Termination), fully completed and duly authorized by Greystone Mezzanine Fund II, LP, as the secured party of record.
We respectfully request that the Delaware Secretary of State file the enclosed UCC-3 Financing Statement Amendment (Termination) and return a file-stamped acknowledgment copy to this firm at the address set forth above, to the attention of Daniel Obi, Lead Associate, Banking & Finance Group.
The applicable filing fee is being charged to Calderwood & Harkness LLP's prepaid filing account maintained with the Delaware Secretary of State (Account No. SC-DEL-07742). In the event that any additional fees are required or that the account balance is insufficient to cover the filing fee, please contact the undersigned at the telephone number listed above and we will arrange for immediate payment.
We respectfully request expedited filing and processing to the extent such expedited service is available from your office. If there is any additional fee associated with expedited processing, please charge such fee to the prepaid filing account referenced above.
Should you have any questions regarding this filing or require any additional information, please do not hesitate to contact the undersigned at (212) 555-4823 or by email at daniel.obi@calderwoodharkness.com.
Enclosures:
1. UCC-3 Financing Statement Amendment (Termination) — one (1) original
2. Copy of Payoff Letter from Greystone Mezzanine Fund II, LP, dated June 3, 2024, confirming the payoff of $132,708,333.33 (consisting of $130,000,000.00 in outstanding principal and $2,708,333.33 in accrued PIK interest) and containing Greystone's authorization for the release and termination of all liens and security interests
3. Copy of Lien Release and Termination Agreement, dated as of June 3, 2024, executed by Greystone Mezzanine Fund II, LP, Ironhaven Data Centers LLC, and Ironhaven Holdings Inc.
4. Filing fee charged to Calderwood & Harkness LLP Prepaid Filing Account No. SC-DEL-07742
Thank you for your attention to this matter.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Daniel Obi Lead Associate, Banking & Finance
On behalf of Stephanie Okafor, Partner Calderwood & Harkness LLP 125 Broad Street New York, New York 10004 Telephone: (212) 555-4823
Email: daniel.obi@calderwoodharkness.com
cc (via email and overnight courier):
Jonathan Pryce-Williams, General Counsel & Secretary, Ironhaven Data Centers LLC
Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC
Catherine Ellsworth, Esq., Blackthorn & Sundial Software (Lenders' Counsel)
Thomas Beckett, Vice President, Loan Operations & Agency Services, Crescent Harbor Bank, N.A. (Administrative Agent)
William Hargrove, Senior Vice President, Corporate Trust, Pinnacle Trust Company, N.A. (Collateral Agent)
II. UCC-3 FINANCING STATEMENT AMENDMENT — TERMINATION
UCC FINANCING STATEMENT AMENDMENT (Form UCC-3)
Filed pursuant to Article 9 of the Uniform Commercial Code as adopted in the State of Delaware (6 Del. C. § 9-513)
ITEM 1a. INITIAL FINANCING STATEMENT FILE NUMBER
This UCC-3 Financing Statement Amendment relates to and amends the original UCC-1 Financing Statement filed by Greystone Mezzanine Fund II, LP, as secured party, against Ironhaven Data Centers LLC, as debtor, with the Delaware Secretary of State.
Original File Number: 2023-4187295
Date of Original Filing: September 15, 2023
Filing Office: Delaware Secretary of State, Division of Corporations, Dover, Delaware
The original UCC-1 Financing Statement was filed in connection with the $130,000,000 aggregate original principal amount of mezzanine notes (CUSIP 39817MAB3) issued by the Debtor pursuant to the Mezzanine Loan Agreement described below.
ITEM 1b. AMENDMENT TYPE
TERMINATION: This Amendment is a TERMINATION of the Financing Statement referenced in Item 1a above.
The Secured Party of record authorizes this Termination of the Financing Statement.
Assignment (full or partial) Continuation Amendment (party information) Amendment (collateral change)
ITEM 2. TERMINATION
This Financing Statement Amendment terminates the effectiveness of the Financing Statement identified in Item 1a above.
ITEM 3. DEBTOR INFORMATION (CURRENT DEBTOR)
3a. Organization's Name:
3b. Mailing Address:
Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
ITEM 4. (Reserved)
ITEM 5. SECURED PARTY OF RECORD / AUTHORIZING PARTY
5a. Name of Secured Party of Record Authorizing This Amendment:
5b. Mailing Address (as set forth in the Original UCC-1 Financing Statement):
Greystone Mezzanine Fund II, LP c/o Greystone Capital Advisors LLC 600 Lexington Avenue, 28th Floor New York, New York 10022
ITEM 6. (Reserved)
ITEM 7. AMENDMENT — TERMINATION
This Financing Statement Amendment terminates the effectiveness of the Financing Statement identified in Item 1a above in its entirety. Upon the filing of this UCC-3 Financing Statement Amendment (Termination), the UCC-1 Financing Statement bearing File Number 2023-4187295, originally filed on September 15, 2023, with the Delaware Secretary of State, shall cease to be effective, and all security interests perfected by such Financing Statement shall be deemed released and discharged.
ITEM 8. AUTHORIZATION
This UCC-3 Financing Statement Amendment (Termination) is authorized by the Secured Party of record, Greystone Mezzanine Fund II, LP, pursuant to the Lien Release Authorization contained in the Payoff Letter dated June 3, 2024, executed by Greystone Mezzanine Fund II, LP, and the Lien Release and Termination Agreement dated as of June 3, 2024, among Greystone Mezzanine Fund II, LP, Ironhaven Data Centers LLC, and Ironhaven Holdings Inc.
Pursuant to Section 9-509(d)(2) of the Delaware Uniform Commercial Code, the Secured Party of record has authorized the Debtor to file this Termination statement.
FILING OFFICE COPY — DELAWARE SECRETARY OF STATE Send Acknowledgment Copy to: Calderwood & Harkness LLP, 125 Broad Street, New York, NY 10004, Attn: Daniel Obi
III. LIEN RELEASE AND TERMINATION AGREEMENT
LIEN RELEASE AND TERMINATION AGREEMENT
Dated as of June 3, 2024
This LIEN RELEASE AND TERMINATION AGREEMENT (this "Agreement") is entered into as of June 3, 2024, by and among:
(1) GREYSTONE MEZZANINE FUND II, LP, a Delaware limited partnership (the "Secured Party" or "Greystone");
(2) IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Debtor" or "IHDC"); and
(3) IRONHAVEN HOLDINGS INC., a Delaware corporation ("Holdings" and, together with IHDC, the "Loan Parties").
Each of the foregoing is referred to herein individually as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, Greystone and IHDC are parties to that certain Mezzanine Loan Agreement, dated as of September 15, 2023 (as amended, restated, supplemented, or otherwise modified from time to time prior to the date hereof, the "Mezzanine Loan Agreement"), pursuant to which Greystone made available to IHDC a mezzanine loan facility evidenced by mezzanine notes in the aggregate original principal amount of One Hundred Thirty Million Dollars ($130,000,000) (the "Mezzanine Notes," CUSIP 39817MAB3), bearing interest at a rate of 12.50% per annum payable in kind ("PIK");
WHEREAS, to secure IHDC's obligations under the Mezzanine Loan Agreement and the Mezzanine Notes, Greystone was granted security interests in and liens upon certain assets of IHDC and Holdings, as more particularly described in the Mezzanine Loan Agreement and the related security documents (collectively, the "Security Documents"), as evidenced by, among other things:
(a) that certain UCC-1 Financing Statement filed with the Delaware Secretary of State on September 15, 2023, against IHDC as debtor, bearing File Number 2023-4187295;
(b) that certain UCC-1 Financing Statement filed with the Delaware Secretary of State on September 15, 2023, against Ironhaven Holdings Inc. as debtor, bearing File Number 2023-4187312;
(c) that certain Pledge and Security Agreement, dated as of September 15, 2023, executed by IHDC and Holdings in favor of Greystone; and
(d) any and all other liens, security interests, pledges, mortgages, assignments, or encumbrances of any nature whatsoever granted in favor of Greystone in connection with the Mezzanine Loan Agreement and the Mezzanine Notes (collectively with the items described in clauses (a) through (c) above, the "Greystone Liens");
WHEREAS, on June 3, 2024, IHDC has repaid in full all amounts outstanding under the Mezzanine Loan Agreement and the Mezzanine Notes, including One Hundred Thirty Million Dollars ($130,000,000) in outstanding principal and Two Million Seven Hundred Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($2,708,333.33) in accrued PIK interest (calculated as $130,000,000 × 12.50% × (60/360), representing approximately sixty (60) days of accrued interest from the last payment date of April 4, 2024, through June 3, 2024), for a total payoff amount of One Hundred Thirty-Two Million Seven Hundred Eight Thousand Three Hundred Thirty-Three Dollars and Thirty-Three Cents ($132,708,333.33), in accordance with the terms and conditions of that certain Payoff Letter, dated June 3, 2024, executed by Greystone (the "Payoff Letter");
WHEREAS, upon receipt by Greystone of the payoff amount in immediately available funds, no further obligations of IHDC or any other Loan Party remain outstanding under the Mezzanine Loan Agreement, the Mezzanine Notes, or any of the related Security Documents; and
WHEREAS, in connection with such full repayment and satisfaction of all obligations, the Parties desire to terminate and release all Greystone Liens and all security interests, liens, and encumbrances held by Greystone in the assets of IHDC and Holdings, and to terminate the Mezzanine Loan Agreement and all related loan documents in their entirety.
NOW, THEREFORE, in consideration of the foregoing recitals (which are hereby incorporated into and made a part of this Agreement), the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Section 1. Release of Security Interests and Liens
1.1. Effective as of the date and time of receipt by Greystone of the payoff amount of $132,708,333.33 in immediately available funds in accordance with the wire instructions set forth in the Payoff Letter (the "Release Effective Time"), Greystone hereby irrevocably and unconditionally releases, terminates, and discharges all security interests, liens, pledges, assignments, mortgages, and encumbrances of any kind or nature whatsoever held by Greystone in, on, or with respect to any and all assets, properties, rights, and interests of IHDC and Holdings, wherever located, whether now existing or hereafter arising, including, without limitation:
(a) all personal property of IHDC described in the UCC-1 Financing Statements referenced in the Recitals above and all proceeds thereof;
(b) all equity interests in any direct or indirect subsidiary of IHDC, including, without limitation, all membership interests, partnership interests, or capital stock held by IHDC in any such subsidiary, and all certificates, instruments, and other documents evidencing the same;
(c) all deposit accounts and securities accounts of IHDC and Holdings maintained at any financial institution, including all funds, cash, and cash equivalents on deposit therein;
(d) all accounts receivable, payment intangibles, and other receivables of IHDC and Holdings, whether now existing or hereafter arising;
(e) all inventory, equipment, fixtures, and other tangible personal property of IHDC and Holdings, wherever located;
(f) all intellectual property of IHDC and Holdings, including, without limitation, all patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, proprietary software, licenses, and all goodwill associated therewith;
(g) all general intangibles, contract rights, instruments, chattel paper, documents, letter-of-credit rights, and supporting obligations of IHDC and Holdings;
(h) all books, records, and information relating to the foregoing; and
(i) any and all other collateral of any nature securing or purporting to secure the obligations of IHDC and/or Holdings under the Mezzanine Loan Agreement, the Mezzanine Notes, and the Security Documents (collectively, the "Released Collateral").
1.2. From and after the Release Effective Time, Greystone shall have no further right, title, interest, lien, security interest, or other claim of any kind in or with respect to any of the Released Collateral.
1.3. The release set forth in this Section 1 is absolute and unconditional and shall not be subject to any condition, qualification, or limitation of any kind, except that this release is conditioned solely upon the actual receipt by Greystone of the payoff amount in immediately available funds as set forth in the Payoff Letter.
Section 2. Termination of UCC Financing Statements
2.1. Greystone hereby irrevocably authorizes the filing of UCC-3 Financing Statement Amendments (Terminations) with the Delaware Secretary of State and any other applicable filing office in any jurisdiction in which a UCC-1 Financing Statement or other similar filing was made by or on behalf of Greystone against IHDC and/or Holdings, to terminate all such UCC-1 Financing Statements in their entirety, including, without limitation:
(a) UCC-1 Financing Statement File Number 2023-4187295, filed with the Delaware Secretary of State on September 15, 2023, with IHDC as debtor; and
(b) UCC-1 Financing Statement File Number 2023-4187312, filed with the Delaware Secretary of State on September 15, 2023, with Ironhaven Holdings Inc. as debtor.
2.2. Greystone hereby irrevocably authorizes IHDC, its counsel, Calderwood & Harkness LLP, or any other authorized representative of IHDC or Calderwood & Harkness LLP to file such UCC-3 Financing Statement Amendments (Terminations) on Greystone's behalf in each applicable filing office. This authorization is given pursuant to Section 9-509(d)(2) of the Uniform Commercial Code as in effect in the State of Delaware and any other applicable jurisdiction.
2.3. Greystone shall, upon request of IHDC or its counsel, promptly execute and deliver any additional UCC-3 Financing Statement Amendments or other documents, instruments, or filings reasonably requested by IHDC or its counsel to effectuate the termination of all UCC-1 Financing Statements and other filings made by or on behalf of Greystone against IHDC and/or Holdings in any jurisdiction. Any such documents shall be executed by Greystone at its own expense.
Section 3. Termination of Mezzanine Loan Agreement
3.1. Effective as of the Release Effective Time, the Mezzanine Loan Agreement and all related loan documents, security documents, guaranty agreements, pledge agreements, intercreditor agreements (to the extent Greystone is a party thereto), and any and all other ancillary agreements, instruments, certificates, and documents executed or delivered in connection with the Mezzanine Loan Agreement (collectively, the "Mezzanine Loan Documents") are hereby terminated and shall be of no further force or effect.
3.2. Greystone acknowledges and confirms that, upon receipt of the payoff amount of $132,708,333.33 in immediately available funds, no further obligations of IHDC, Holdings, or any other Loan Party remain outstanding under the Mezzanine Loan Agreement, the Mezzanine Notes, or any of the Mezzanine Loan Documents, and no amounts are owed by IHDC, Holdings, or any other Loan Party to Greystone under or in respect of the Mezzanine Loan Documents.
3.3. Greystone further confirms that, as of the date of repayment, no Event of Default (as defined in the Mezzanine Loan Agreement) existed under the Mezzanine Loan Agreement, and no event had occurred that, with the giving of notice or the passage of time, or both, would constitute an Event of Default under the Mezzanine Loan Agreement.
Section 4. Representations and Warranties of Greystone
Greystone hereby represents and warrants to IHDC and Holdings as follows:
4.1. Sole Holder. Greystone is the sole holder of all liens and security interests created under or in connection with the Mezzanine Loan Agreement, the Mezzanine Notes, and the Security Documents. No other person or entity holds, or has any right, title, or interest in, any of the Greystone Liens or any portion thereof.
4.2. No Transfer or Assignment. Greystone has not assigned, transferred, pledged, hypothecated, or otherwise conveyed to any third party any of its rights, title, or interest under or in connection with the UCC-1 Financing Statements referenced herein, the Mezzanine Loan Agreement, the Mezzanine Notes, or any of the Security Documents. Greystone has not granted any participation interest in the Mezzanine Notes to any third party.
4.3. Power and Authority. Greystone has full power, authority, and legal right to execute and deliver this Agreement and to authorize the filing of the UCC-3 Financing Statement Amendments (Terminations) contemplated hereby. The execution, delivery, and performance of this Agreement by Greystone has been duly authorized by all necessary partnership action on the part of Greystone and its general partner, and no other partnership or other corporate proceedings on the part of Greystone are necessary to authorize this Agreement or the transactions contemplated hereby.
4.4. Due Authorization of Signatory. The person executing this Agreement on behalf of Greystone is duly authorized to do so and to bind Greystone to the terms and conditions set forth herein.
4.5. No Conflicting Agreements. The execution, delivery, and performance of this Agreement by Greystone do not and will not (a) violate, conflict with, or result in a breach of any provision of the organizational documents of Greystone or its general partner, (b) violate any law, statute, rule, regulation, order, judgment, or decree of any governmental authority applicable to Greystone, or (c) conflict with, result in a breach of, or constitute a default under any contract, agreement, or instrument to which Greystone is a party or by which Greystone or its assets are bound.
Section 5. Further Assurances
5.1. Each Party agrees to execute and deliver, at the request of any other Party, such additional documents, instruments, certificates, and filings as may be reasonably necessary or desirable to effectuate the release and termination of the Greystone Liens and the termination of the Mezzanine Loan Documents contemplated by this Agreement.
5.2. Greystone shall fully cooperate with IHDC and its counsel, Calderwood & Harkness LLP, in connection with any filing, recording, registration, or other action in any jurisdiction necessary or desirable to evidence the release and discharge of the Greystone Liens, including, without limitation, the execution and delivery of any release or satisfaction documents required by any governmental authority, title company, or other third party.
5.3. Without limiting the foregoing, Greystone shall, at the request of IHDC, promptly deliver to IHDC or its designee (a) all original stock certificates, membership interest certificates, promissory notes, instruments, and other documents constituting or evidencing any portion of the Released Collateral that are in the possession or control of Greystone, and (b) any control agreements, account control agreements, or similar agreements relating to any deposit accounts or securities accounts of IHDC or Holdings that were entered into in connection with the Mezzanine Loan Agreement.
Section 6. No Admission
6.1. This Agreement shall not constitute, and shall not be construed as, an admission of liability or wrongdoing by any Party. The releases and terminations set forth herein are given solely in connection with the full and final repayment and satisfaction of the Mezzanine Notes and all obligations of IHDC and Holdings under the Mezzanine Loan Agreement and the Mezzanine Loan Documents.
6.2. Nothing in this Agreement shall be construed to affect or impair any rights or obligations of the Parties under any other agreement or instrument to which they may be a party, except as expressly set forth herein.
Section 7. Governing Law
7.1. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to conflicts-of-law principles that would require the application of the laws of any other jurisdiction. Each Party irrevocably submits to the exclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, City of New York, and the United States District Court for the Southern District of New York, for the purposes of any suit, action, or other proceeding arising out of or relating to this Agreement.
7.2. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 8. Counterparts; Electronic Execution
8.1. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument.
8.2. Delivery of an executed counterpart of a signature page to this Agreement by electronic means, including by portable document format (PDF) transmission via email, shall be effective as delivery of a manually executed counterpart of this Agreement. Each Party agrees that the electronic signatures appearing on this Agreement are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
Section 9. Entire Agreement
9.1. This Agreement, together with the Payoff Letter dated June 3, 2024, constitutes the entire agreement between the Parties with respect to the release and termination of the Greystone Liens and the termination of the Mezzanine Loan Agreement and the Mezzanine Loan Documents, and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings between the Parties, whether oral or written, with respect to the subject matter hereof.
9.2. This Agreement may not be amended, modified, or supplemented except by an instrument in writing signed by each of the Parties hereto.
[Signature Pages Follow]
SIGNATURE PAGE TO LIEN RELEASE AND TERMINATION AGREEMENT
IN WITNESS WHEREOF, each of the undersigned has caused this Lien Release and Termination Agreement to be duly executed and delivered as of the date first written above.
GREYSTONE MEZZANINE FUND II, LP
By: Greystone Capital Advisors LLC,
its General Partner
By: ________
Name: Marcus R. Delaney
Title: Managing Partner
Date: ________
SIGNATURE PAGE TO LIEN RELEASE AND TERMINATION AGREEMENT
IRONHAVEN DATA CENTERS LLC
By: ________
Name: Jonathan Pryce-Williams
Title: General Counsel & Secretary
Date: ________
SIGNATURE PAGE TO LIEN RELEASE AND TERMINATION AGREEMENT
IRONHAVEN HOLDINGS INC.
By: ________
Name: Jonathan Pryce-Williams
Title: Secretary
Date: ________
ACKNOWLEDGMENT AND CONSENT
Each of the undersigned, in its capacity as set forth below, hereby acknowledges receipt of a copy of this Lien Release and Termination Agreement and consents to the release and termination of the Greystone Liens as described herein. Each of the undersigned confirms that the release and termination contemplated by this Agreement is consistent with the requirements of the Credit Agreement and the related Security Documents.
CRESCENT HARBOR BANK, N.A. as Administrative Agent under the Credit Agreement
By: ________
Name: Thomas Beckett
Title: Vice President, Loan Operations & Agency Services
Date: ________
PINNACLE TRUST COMPANY, N.A. as Collateral Agent under the Credit Agreement
By: ________
Name: William Hargrove
Title: Senior Vice President, Corporate Trust
Date: ________
IV. EXHIBIT A — REFERENCE COPY OF PAYOFF LETTER
EXHIBIT A
COPY OF PAYOFF LETTER Greystone Mezzanine Fund II, LP Dated June 3, 2024
The Payoff Letter referenced in this Exhibit A was issued by Greystone Mezzanine Fund II, LP on June 3, 2024, and sets forth the terms and conditions for the full repayment and satisfaction of all obligations of Ironhaven Data Centers LLC under the Mezzanine Loan Agreement and the Mezzanine Notes (CUSIP 39817MAB3). The following is a summary of the key terms contained in the Payoff Letter. The full Payoff Letter is a separate document maintained in the closing deliverables for this transaction.
Summary of Payoff Amount:
Mezzanine Notes CUSIP: 39817MAB3
Payoff Good Through Date: June 3, 2024. The payoff amount set forth above is valid only if received by Greystone in immediately available funds on or before 5:00 p.m. (Eastern Time) on June 3, 2024. If payment is not received by such time, the payoff amount will increase by per diem interest of $44,444.44 per day (calculated as $130,000,000 × 12.50% ÷ 360) for each additional day until the date of receipt.
Wire Instructions for Payoff:
Wire transfer of immediately available funds in the amount of $132,708,333.33 to the following account:
Bank: Greaves Bancorp ABA Routing Number: 021000021 Account Name: Greystone Mezzanine Fund II, LP — Payoff Account Account Number: 8827-4451-9103 Reference: Ironhaven Data Centers LLC — Mezzanine Note Payoff — CUSIP 39817MAB3
Lien Release Authorization:
The Payoff Letter includes Greystone's irrevocable authorization for the release, termination, and discharge of all liens, security interests, and encumbrances held by Greystone in the assets of Ironhaven Data Centers LLC and Ironhaven Holdings Inc., effective upon receipt by Greystone of the total payoff amount in immediately available funds. The Payoff Letter further authorizes IHDC and its counsel, Calderwood & Harkness LLP, to file all necessary UCC-3 Financing Statement Amendments (Terminations) and any other documents required to effectuate such release and termination.
Note: The full text of the Payoff Letter is maintained as a separate closing deliverable in the Calderwood & Harkness LLP deal file and is identified as file reference greystone-payoff-letter.docx. A conformed copy of the executed Payoff Letter has been provided to all parties listed on the distribution list in the cover letter accompanying this filing package.
V. EXHIBIT B — REFERENCE TO ORIGINAL UCC-1 FILING(S) TO BE TERMINATED
EXHIBIT B
ORIGINAL UCC-1 FINANCING STATEMENTS TO BE TERMINATED
The following table identifies all UCC-1 Financing Statements filed by Greystone Mezzanine Fund II, LP that are to be terminated in connection with the full repayment of the Mezzanine Notes and the execution of the Lien Release and Termination Agreement dated as of June 3, 2024:
Confirmation of Completeness:
Based upon the comprehensive lien search conducted by Calderwood & Harkness LLP through Ashgrove Services Inc. and the Delaware Secretary of State's online records, the results of which were summarized in that certain Lien Search Results letter dated May 8, 2024, addressed to Crescent Harbor Bank, N.A., as Administrative Agent, and Pinnacle Trust Company, N.A., as Collateral Agent (the "Lien Search Results Letter"), no other UCC Financing Statements were filed by Greystone Mezzanine Fund II, LP against Ironhaven Data Centers LLC or Ironhaven Holdings Inc. in any other jurisdiction, including, without limitation:
(a) the Commonwealth of Virginia (Secretary of the Commonwealth — State Corporation Commission);
(b) the State of New York (New York Department of State); or
(c) any other state or local filing office.
The Lien Search Results Letter confirmed that the two (2) UCC-1 Financing Statements identified in the table above constitute the entirety of the UCC filings made by or on behalf of Greystone against IHDC and Holdings. Accordingly, the filing of UCC-3 Termination Statements with respect to each of the two filings identified above will effectuate the complete termination of all UCC Financing Statements filed by Greystone.
A copy of the Lien Search Results Letter is maintained in the Calderwood & Harkness LLP deal file and is identified as file reference lien-search-results-summary.docx.
VI. CALDERWOOD & HARKNESS LLP INTERNAL FILING RECORD / CONFIRMATION TRANSMITTAL
CALDERWOOD & HARKNESS LLP INTERNAL MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
A. Summary of Actions Taken
The following actions were completed on June 3, 2024, in connection with the closing of the Senior Secured Term Loan B Credit Agreement (the "Credit Agreement") for Ironhaven Data Centers LLC ("IHDC"):
1. UCC-3 Termination Statement Filed. One (1) UCC-3 Financing Statement Amendment (Termination) was submitted for filing with the Delaware Secretary of State on June 3, 2024, to terminate UCC-1 Financing Statement File Number 2023-4187295 filed by Greystone Mezzanine Fund II, LP against IHDC as debtor. The filing was submitted via Calderwood & Harkness LLP's prepaid filing account (Account No. SC-DEL-07742) with a request for expedited processing. A second UCC-3 termination with respect to UCC-1 File Number 2023-4187312 (Ironhaven Holdings Inc. as debtor) is being prepared and will be filed promptly following the receipt of the executed authorization from Greystone's general partner.
2. Lien Release and Termination Agreement Executed. The Lien Release and Termination Agreement, dated as of June 3, 2024, was fully executed by all parties — Greystone Mezzanine Fund II, LP (by Marcus R. Delaney, Managing Partner of Greystone Capital Advisors LLC, as general partner), Ironhaven Data Centers LLC (by Jonathan Pryce-Williams, General Counsel & Secretary), and Ironhaven Holdings Inc. (by Jonathan Pryce-Williams, Secretary). The acknowledgment and consent of Crescent Harbor Bank, N.A. (by Thomas Beckett) and Pinnacle Trust Company, N.A. (by William Hargrove) was also obtained.