CALDERWOOD & HARKNESS LLP Counsellors at Law

CALDERWOOD & HARKNESS LLP Counsellors at Law
125 Broad Street New York, New York 10004
Telephone: (212) 555-7800 Facsimile: (212) 555-7801 www.calderwoodharkness.com
June 3, 2024
VIA ELECTRONIC MAIL AND HAND DELIVERY
Crescent Harbor Bank, N.A. as Administrative Agent 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Martin Gallagher, Managing Director, Leveraged & Structured Finance
Thomas Beckett, Vice President, Loan Operations & Agency Services
cc: Catherine Ellsworth, Esq. Blackthorn & Sundial Software 51 West 52nd Street New York, New York 10019 (Agent's/Lenders' Counsel)
cc: Jonathan Pryce-Williams General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
cc: Natasha Greenfeld Vice President, Treasury & Capital Markets Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
cc: Pinnacle Trust Company, N.A. as Collateral Agent 101 Constitution Avenue NW Washington, D.C. 20001
Attention: William Hargrove, SVP, Corporate Trust
Re: Ironhaven Data Centers LLC — $950,000,000 Senior Secured Term Loan B Credit Agreement dated May 15, 2024 — Payoff Letter from Greystone Mezzanine Fund II, LP
C&H Matter No. 1043-00001
Dear Mr. Gallagher and Mr. Beckett:
Calderwood & Harkness LLP serves as borrower's counsel to Ironhaven Data Centers LLC ("IHDC") in connection with the above-referenced transaction. We are pleased to enclose herewith for your records the executed Payoff Letter and Lien Release Authorization dated June 3, 2024 (the "Payoff Letter") from Greystone Mezzanine Fund II, LP ("Greystone"), together with Exhibit A thereto setting forth wire transfer instructions for the payoff amount.
As you are aware, the Payoff Letter is being delivered in connection with the closing of the $950,000,000 Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (the "Credit Agreement") among IHDC, as Borrower, Ironhaven Frankfurt GmbH, as Foreign Subsidiary 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 the several financial institutions from time to time party thereto as Lenders. Capitalized terms used but not otherwise defined in this transmittal letter shall have the meanings ascribed to them in the Credit Agreement.
The enclosed Payoff Letter has been delivered in satisfaction of the condition precedent set forth in Section 4.01(h) of the Credit Agreement, which requires, as a condition to the initial funding of the Term Loans on the Closing Date, the delivery to the Administrative Agent of a payoff letter and lien release authorization, in form and substance reasonably satisfactory to the Administrative Agent, from each holder of Existing Indebtedness (as defined in the Credit Agreement) to be refinanced with the proceeds of the Term Loans, together with evidence of the authorization for the filing of UCC-3 termination statements and the release of all liens and security interests securing such Existing Indebtedness.
We confirm that the total payoff amount set forth in the Payoff Letter is $132,708,333.33, representing the full and complete amount required to satisfy and discharge in full all obligations of IHDC outstanding under the Mezzanine Note Purchase Agreement between IHDC and Greystone as of the Payoff Date of June 3, 2024. This payoff amount is to be wired from Term Loan B proceeds on the Closing Date in accordance with the wire transfer instructions set forth in Exhibit A to the Payoff Letter, and such disbursement is consistent with Item 3 (Mezzanine Note Payoff) of the Funds Flow Memorandum of even date delivered separately to the Administrative Agent.
We note for your records that upon receipt by Greystone of the payoff amount in immediately available funds, Greystone has authorized IHDC and/or Calderwood & Harkness LLP, as IHDC's counsel, to file UCC-3 termination statements with the Secretary of State of the State of Delaware to terminate Greystone's existing UCC-1 financing statement (Initial Filing No. 2022-3847291, filed on or about September 12, 2022, and all continuation statements filed in connection therewith) relating to the mezzanine notes issued under the Mezzanine Note Purchase Agreement (CUSIP 39817MAB3). We are separately preparing the UCC-3 termination statements and related lien release documentation, and we anticipate filing such termination statements with the Delaware Secretary of State promptly following the closing on June 3, 2024. Copies of the filed UCC-3 termination statements will be circulated to all parties upon confirmation of filing.
We respectfully request that the Administrative Agent confirm receipt of this transmittal letter and the enclosed Payoff Letter at the earliest opportunity, and that any questions or comments be directed to the undersigned. We further request that the Administrative Agent promptly forward a copy of the enclosed Payoff Letter to each of the Lenders party to the Credit Agreement in accordance with the notice provisions of Section 10.02 of the Credit Agreement.
We appreciate your cooperation in connection with the closing of this transaction and remain available to address any questions you may have.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Stephanie Okafor Partner
By: ________
Daniel Obi Associate
Telephone: (212) 555-7812 (S. Okafor) Telephone: (212) 555-7834 (D. Obi)
Email: sokafor@calderwoodharkness.com
Email: dobi@calderwoodharkness.com
Enclosure: Payoff Letter and Lien Release Authorization from Greystone Mezzanine Fund II, LP dated June 3, 2024 (with Exhibit A — Wire Instructions)
PAYOFF LETTER AND LIEN RELEASE AUTHORIZATION
June 3, 2024
Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Attention: Rebecca Sung, Chief Financial Officer
Jonathan Pryce-Williams, General Counsel & Secretary
cc: Crescent Harbor Bank, N.A. as Administrative Agent under the Credit Agreement (as defined below) 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
cc: Pinnacle Trust Company, N.A. as Collateral Agent 101 Constitution Avenue NW Washington, D.C. 20001
Attention: William Hargrove, SVP, Corporate Trust
cc: Calderwood & Harkness LLP as Borrower's Counsel 125 Broad Street New York, New York 10004
Attention: Daniel Obi
Ladies and Gentlemen:
Reference is made to that certain $950,000,000 Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024 (the "Credit Agreement"), among Ironhaven Data Centers LLC ("IHDC" or the "Borrower"), Ironhaven Frankfurt GmbH, Ironhaven Holdings Inc., Crescent Harbor Bank, N.A., as Administrative Agent, Pinnacle Trust Company, N.A., as Collateral Agent, and the Lenders party thereto. This Payoff Letter and Lien Release Authorization (this "Payoff Letter") is delivered by Greystone Mezzanine Fund II, LP ("Greystone") in connection with the payoff and discharge of certain existing indebtedness of IHDC held by Greystone, as more fully described herein.
Section 1. Reference to Existing Indebtedness
Reference is hereby made to that certain Mezzanine Note Purchase Agreement dated as of September 12, 2022, as amended by that certain First Amendment to Mezzanine Note Purchase Agreement dated as of March 28, 2023 and that certain Second Amendment to Mezzanine Note Purchase Agreement dated as of November 15, 2023 (as so amended and as may have been further amended, restated, supplemented, or otherwise modified from time to time, the "Mezzanine Note Agreement"), by and among IHDC, as Issuer, and Greystone Mezzanine Fund II, LP, as Purchaser and Holder.
Pursuant to the Mezzanine Note Agreement, IHDC issued to Greystone mezzanine notes in the original aggregate principal amount of $130,000,000.00 (the "Mezzanine Notes"), bearing interest at a rate of 12.50% per annum on a payment-in-kind ("PIK") basis. The Mezzanine Notes were assigned CUSIP Number 39817MAB3 by CUSIP Global Services.
Greystone Mezzanine Fund II, LP hereby confirms that it is the sole holder of all outstanding Mezzanine Notes issued under the Mezzanine Note Agreement and that no Mezzanine Notes have been transferred, assigned, participated, sub-participated, or otherwise disposed of by Greystone to any third party. All Mezzanine Notes remain outstanding as of the date hereof.
Section 2. Payoff Amount
The total amount required to satisfy and discharge in full all obligations of IHDC to Greystone under the Mezzanine Note Agreement as of June 3, 2024 (the "Payoff Date") is $132,708,333.33 (the "Payoff Amount").
The Payoff Amount is comprised of the following components:
The accrued and unpaid PIK interest component of the Payoff Amount has been calculated as follows:
$130,000,000.00 × 12.50% per annum × (60 / 360) = $2,708,333.33
The PIK interest accrual period runs from the last scheduled interest payment date of April 4, 2024 through and including the Payoff Date of June 3, 2024, a period of approximately sixty (60) days, calculated on a 30/360 day-count convention in accordance with the terms of the Mezzanine Note Agreement. No cash interest payments are outstanding or due and owing as of the Payoff Date; all interest accrued under the Mezzanine Notes prior to April 4, 2024 was added to the outstanding principal balance of the Mezzanine Notes on a PIK basis as provided in the Mezzanine Note Agreement, and such PIK interest is reflected in the outstanding principal amount set forth above.
The Payoff Amount set forth herein includes all principal, all accrued and unpaid interest (including all PIK interest), all fees, all premiums (if any), all costs, and any and all other amounts of any kind or nature owing by IHDC or any of its affiliates to Greystone under or in connection with the Mezzanine Note Agreement, the Mezzanine Notes, or any related security document, guaranty, or other ancillary agreement, in each case through and including the Payoff Date.
Per Diem Interest Accrual. In the event that the Payoff Amount is not received in full in immediately available funds on or before the Payoff Date of June 3, 2024, additional per diem interest shall continue to accrue on the outstanding principal balance of the Mezzanine Notes at the rate of $44,444.44 per day (calculated as $130,000,000.00 × 12.50% ÷ 360 = $44,444.44) for each day after June 3, 2024 until such date as payment is received in full by Greystone in immediately available funds. The per diem amount shall be added to, and shall become part of, the total amount required to satisfy all obligations under the Mezzanine Note Agreement.
Validity of Payoff Letter. This Payoff Letter is valid only if the Payoff Amount of $132,708,333.33 is received in full in immediately available funds on or before 5:00 p.m. (Eastern Time) on June 3, 2024. If payment in full is not received by Greystone by such time and date, this Payoff Letter shall automatically expire and be of no further force or effect, and a new payoff letter must be requested from Greystone reflecting the then-outstanding obligations, including any additional accrued interest. Any such new payoff letter shall be subject to Greystone's standard processing times and may reflect updated payoff amounts, additional fees, or other charges as applicable.
Section 3. Wire Instructions
Payment of the entire Payoff Amount of $132,708,333.33 shall be made by wire transfer of immediately available funds in United States dollars to the account of Greystone Mezzanine Fund II, LP in accordance with the wire transfer instructions set forth on Exhibit A attached hereto and incorporated herein by reference.
The wire transfer must include the following reference information:
"Greystone Mezzanine Fund II, LP — Ironhaven Data Centers LLC Mezzanine Note Payoff — CUSIP 39817MAB3"
Failure to include the required reference information may result in a delay in the posting and application of the wire transfer, and Greystone shall not be responsible for any such delay. In the event of any delay in posting caused by the omission or inaccuracy of reference information, interest shall continue to accrue as set forth in Section 2 above until such time as the funds are received and properly identified.
IHDC or its agents are directed to initiate the wire transfer sufficiently in advance of the 5:00 p.m. (Eastern Time) deadline on the Payoff Date to ensure timely receipt. Greystone recommends that all wire transfers be initiated no later than 1:00 p.m. (Eastern Time) on the Payoff Date.
Section 4. Release of Liens and Security Interests
Upon receipt by Greystone of the full Payoff Amount in immediately available funds:
(a) All liens, security interests, pledges, assignments, hypothecations, and encumbrances of any kind or nature, whether now existing or hereafter arising, granted by IHDC, Ironhaven Holdings Inc., or any of their respective subsidiaries in favor of, or for the benefit of, Greystone under the Mezzanine Note Agreement and all related security agreements, pledge agreements, collateral assignment agreements, intellectual property security agreements, deposit account control agreements, securities account control agreements, mortgages, deeds of trust, and any and all other security documents, guaranties, and ancillary agreements executed in connection therewith (collectively, the "Mezzanine Security Documents"), shall be automatically and unconditionally released, discharged, and terminated in their entirety, without any further action required on the part of any party;
(b) All obligations of IHDC and each other obligor under the Mezzanine Note Agreement, the Mezzanine Notes, the Mezzanine Security Documents, and all related documents and instruments shall be deemed irrevocably satisfied, paid, and discharged in full, and the Mezzanine Note Agreement, the Mezzanine Notes, and all Mezzanine Security Documents shall be terminated and shall be of no further force or effect; and
(c) All rights, powers, and remedies of Greystone with respect to the collateral previously securing the Mezzanine Notes, including without limitation all rights under Article 9 of the Uniform Commercial Code as in effect in any applicable jurisdiction, shall cease and be of no further force or effect.
Greystone hereby irrevocably authorizes IHDC and/or its counsel, Calderwood & Harkness LLP, to prepare, execute (to the extent permitted by applicable law), and file UCC-3 termination statements with the Secretary of State of the State of Delaware and with the appropriate filing offices of any other jurisdiction in which UCC financing statements were filed, in each case to terminate Greystone's UCC-1 financing statement(s) (including, without limitation, Initial Filing No. 2022-3847291 filed with the Delaware Secretary of State on or about September 12, 2022) and any and all continuation statements, amendments, or other filings made in connection therewith.
Greystone further irrevocably authorizes the release, discharge, and termination of any and all other filings, recordings, registrations, notices, or other public records made in any jurisdiction, whether domestic or foreign, in connection with the security interests, liens, pledges, or encumbrances granted under the Mezzanine Note Agreement or any Mezzanine Security Document, including without limitation any mortgage, deed of trust, or fixture filing recorded with any county recorder or registrar of deeds, any intellectual property security interest filing with the United States Patent and Trademark Office or the United States Copyright Office, and any equivalent filing in any foreign jurisdiction.
Greystone agrees to execute and deliver, promptly upon the reasonable request of IHDC or its counsel, any and all additional instruments, documents, certificates, or agreements that may be reasonably necessary or desirable to effectuate the foregoing releases, discharges, and terminations, including without limitation duly executed UCC-3 termination statements, lien release instruments, mortgage or deed of trust release or satisfaction documents, intellectual property security interest release documents, and such other instruments as may be required by any applicable filing office, recording office, or governmental authority. Greystone shall cooperate fully and in good faith with IHDC and its counsel in connection with the preparation and filing of all such release documentation.
Section 5. Confirmation of No Other Obligations
Greystone hereby confirms and acknowledges that, upon receipt of the Payoff Amount in immediately available funds on the Payoff Date:
(a) There are no other amounts of any kind or nature owing by IHDC, Ironhaven Holdings Inc., or any of their respective subsidiaries or affiliates to Greystone under or in connection with the Mezzanine Note Agreement, the Mezzanine Notes, the Mezzanine Security Documents, or any other agreement, instrument, or document executed in connection therewith;
(b) Greystone shall have no further claims, demands, rights, or causes of action of any kind, whether at law, in equity, or otherwise, against IHDC, Ironhaven Holdings Inc., or any of their respective subsidiaries, affiliates, officers, directors, employees, agents, or representatives, in each case arising out of, relating to, or in connection with the Mezzanine Note Agreement, the Mezzanine Notes, or the Mezzanine Security Documents; and
(c) No prepayment premium, make-whole amount, yield maintenance payment, breakage cost, early termination fee, or penalty of any kind is due or owing in connection with the payoff and discharge of the Mezzanine Notes on the Payoff Date.
Section 6. Representations and Warranties of Greystone
Greystone Mezzanine Fund II, LP hereby represents and warrants to IHDC and to each other recipient of this Payoff Letter as follows, in each case as of the date hereof:
(a) Organization and Good Standing. Greystone Mezzanine Fund II, LP is a limited partnership duly organized, validly existing, and in good standing under the laws of the State of Delaware. Greystone has all requisite limited partnership power and authority to own its assets, carry on its business as presently conducted, and execute and deliver this Payoff Letter and perform its obligations hereunder.
(b) Sole Holder; Authority. Greystone is the sole holder, beneficial owner, and record owner of all outstanding Mezzanine Notes issued under the Mezzanine Note Agreement. Greystone has full power and authority to execute and deliver this Payoff Letter, to receive the Payoff Amount, and to authorize the lien releases, terminations, and discharges described herein. The execution and delivery of this Payoff Letter and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited partnership action on the part of Greystone, including any required action by Greystone's general partner, Greystone Capital Management LLC.
(c) No Participations or Sub-Participations. No person or entity other than Greystone holds any participation interest, sub-participation interest, or other economic, voting, or beneficial interest of any kind in the Mezzanine Notes or in any of the obligations of IHDC evidenced by or arising under the Mezzanine Note Agreement. Greystone has not granted to any person or entity any option, warrant, right of first refusal, or other right to acquire any interest in the Mezzanine Notes.
(d) Release of Collateral. Upon receipt of the Payoff Amount in immediately available funds, Greystone will have no further right, title, interest, lien, security interest, claim, or encumbrance of any kind in or to any collateral previously securing the Mezzanine Notes, including without limitation any real property, personal property, intellectual property, equity interests, accounts, deposit accounts, securities accounts, instruments, chattel paper, general intangibles, or other assets of IHDC, Ironhaven Holdings Inc., or any of their respective subsidiaries that were subject to the Mezzanine Security Documents.
(e) No Conflicts. The execution and delivery of this Payoff Letter and the consummation of the transactions contemplated hereby do not and will not (i) violate or conflict with the organizational documents of Greystone or its general partner, (ii) violate or conflict with any applicable law, rule, regulation, order, judgment, or decree binding upon Greystone, or (iii) result in a breach of, or constitute a default under, any material agreement, instrument, or obligation to which Greystone is a party or by which any of its assets are bound.
Section 7. Miscellaneous
Governing Law. This Payoff Letter shall be governed by, and construed and enforced in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof that would result in the application of the laws of any other jurisdiction.
Counterparts. This Payoff Letter may be executed in one or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same instrument. Delivery of an executed counterpart of this Payoff Letter by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be effective as delivery of a manually executed counterpart hereof.
Amendments. This Payoff Letter may not be amended, modified, supplemented, or waived except by a written instrument signed by Greystone and IHDC. No failure or delay on the part of any party in exercising any right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof or the exercise of any other right.
Supersession. This Payoff Letter supersedes any and all prior payoff estimates, payoff quotes, payoff indications, or other preliminary payoff communications previously delivered by Greystone to IHDC or any other party in connection with the payoff and discharge of the Mezzanine Notes, whether delivered orally or in writing. This Payoff Letter constitutes the final and definitive statement of the Payoff Amount as of the Payoff Date.
Contact Information. Any questions or inquiries regarding this Payoff Letter, the Payoff Amount, or the wire transfer instructions set forth herein should be directed to:
Greystone Mezzanine Fund II, LP c/o Greystone Capital Management LLC 390 Park Avenue, 22nd Floor New York, New York 10022
Attention: Marcus Delacroix, Managing Director & Head of Credit Operations
Telephone: (212) 555-4100
Email: mdelacroix@greystonecapital.com
With a copy to:
Attention: Elena Vasquez, Vice President, Fund Administration
Telephone: (212) 555-4127
Email: evasquez@greystonecapital.com
Binding Effect. This Payoff Letter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.
[Signature Pages Follow]
SIGNATURE PAGE TO PAYOFF LETTER AND LIEN RELEASE AUTHORIZATION
IN WITNESS WHEREOF, the undersigned has caused this Payoff Letter and Lien Release Authorization to be executed and delivered as of the date first written above.
GREYSTONE MEZZANINE FUND II, LP
By: Greystone Capital Management LLC,
its General Partner
By: ________
Name: Marcus Delacroix
Title: Managing Director & Head of Credit Operations
Authorized Signatory
Date: June 3, 2024
ACKNOWLEDGMENT AND AGREEMENT
The undersigned hereby acknowledges receipt of the foregoing Payoff Letter and Lien Release Authorization and agrees to the terms and conditions set forth therein, including without limitation the Payoff Amount, the wire transfer instructions, and the lien release authorizations.
IRONHAVEN DATA CENTERS LLC
By: ________
Name: Rebecca Sung
Title: Chief Financial Officer
Date: June 3, 2024
EXHIBIT A
WIRE TRANSFER INSTRUCTIONS
(to the Payoff Letter and Lien Release Authorization dated June 3, 2024 from Greystone Mezzanine Fund II, LP)
All payments in respect of the Payoff Amount of $132,708,333.33 shall be made by wire transfer of immediately available funds in United States dollars to the following account:
Wire Confirmation Contact Information:
Upon initiation of the wire transfer, IHDC or its agents should contact Greystone at the following number and email address to confirm that the wire has been sent, and should contact Greystone again after the funds have been credited to confirm receipt:
Telephone: (212) 555-4127 Email: evasquez@greystonecapital.com
Alternate Contact: Telephone: (212) 555-4100 Email: mdelacroix@greystonecapital.com
IHDC or its agents should contact Greystone at the telephone number or email address set forth above to confirm receipt of funds on the Payoff Date. Greystone shall use commercially reasonable efforts to confirm receipt of the wire transfer promptly upon the posting of funds to the account designated above.
IMPORTANT: Please ensure that the wire transfer reference line includes the full reference text set forth above. Incomplete or inaccurate reference information may delay the posting and application of funds. In the event of any delay attributable to missing or inaccurate reference information, interest shall continue to accrue in accordance with Section 2 of the Payoff Letter until such time as the Payoff Amount is received and properly identified.
[End of Exhibit A]
Component | Amount
Outstanding Principal Amount of Mezzanine Notes | $130,000,000.00
Accrued and Unpaid PIK Interest (April 4, 2024 through June 3, 2024) | $2,708,333.33
Prepayment Premium or Penalty | $0.00
Other Fees, Costs, or Amounts | $0.00
Total Payoff Amount | $132,708,333.33
Field | Detail
Beneficiary Bank Name | Harborview Commercial Bank, N.A.
Beneficiary Bank Address | 280 Park Avenue, New York, New York 10017
ABA/Routing Number | 021-003-874
SWIFT Code | HVBKUS33
Account Name | Greystone Mezzanine Fund II, LP
Account Number | 7841-0029-6653
Reference | Greystone Mezzanine Fund II, LP — Ironhaven Data Centers LLC Mezzanine Note Payoff — CUSIP 39817MAB3
Attention | Elena Vasquez, Vice President, Fund Administration