1043-00001 · Ironhaven Holdings · Closing

officers-closing-certificate.docx DOCUMENT Finance & Banking

9 / 77 ← → ✕

OFFICER'S CLOSING CERTIFICATE

Delivered pursuant to Section 4.01(e) of the Credit Agreement (defined below)

June 3, 2024

This Officer's Closing Certificate (this "Certificate") is delivered in connection with the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor" and, together with the Borrower and the Co-Borrower, the "Loan Parties"), Crescent Harbor Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as Collateral Agent (in such capacity, the "Collateral Agent"), and the several banks, financial institutions, and other entities party thereto from time to time as lenders (the "Lenders").

Aggregate Facility Amount: $950,000,000 Senior Secured Term Loan B

CUSIP: 46283LAA5

Crescent Harbor Deal Reference: CHB-LF-2024-0287

Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.

Section 1 — Identification of Certifying Officer

The undersigned, Jonathan Pryce-Williams, in his capacity as General Counsel & Secretary of Ironhaven Data Centers LLC, a Delaware limited liability company, hereby certifies as follows:

1. I am a duly authorized officer of the Borrower. I am delivering this Certificate solely in my capacity as an authorized officer of the Borrower and not in my individual or personal capacity.

2. This Certificate is delivered pursuant to Section 4.01(e) of the Credit Agreement as a condition precedent to the initial borrowing under the Credit Agreement on the Closing Date, June 3, 2024.

3. I am familiar with the transactions contemplated by the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), and I have made or caused to be made such investigation and inquiry as I have deemed necessary or appropriate to enable me to make the certifications, representations, and statements set forth herein. In making such investigation and inquiry, I have reviewed the Credit Agreement, each of the Loan Documents, the organizational documents of each Loan Party, the funds flow memorandum, the payoff letter from Greystone Mezzanine Fund II, LP, the solvency certificate of Rebecca Sung, and such other documents, certificates, records, and matters of law as I have deemed relevant.

4. The principal office of the Borrower is located at:

Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147

Based upon the foregoing, I hereby certify to the Administrative Agent, the Collateral Agent, and the Lenders as follows:

Section 2 — Representations and Warranties

I hereby certify that each of the representations and warranties made by the Borrower (Ironhaven Data Centers LLC), the Co-Borrower (Ironhaven Frankfurt GmbH), and the Parent Guarantor (Ironhaven Holdings Inc.) in the Credit Agreement and in each other Loan Document to which such Loan Party is a party is true and correct in all material respects (or, in the case of representations and warranties that are qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Closing Date, June 3, 2024, with the same effect as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or in all respects, as applicable) as of such earlier date. Without limiting the generality of the foregoing, I specifically certify as follows:

(a) Organization and Good Standing

Ironhaven Data Centers LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 84-3291057. IHDC is duly qualified to do business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires such qualification, including, without limitation, the Commonwealth of Virginia.

Ironhaven Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 84-3291044.

Ironhaven Frankfurt GmbH is a German Gesellschaft mit beschränkter Haftung duly organized and validly existing under the laws of the Federal Republic of Germany, registered with the Amtsgericht Frankfurt am Main under registration number HRB 129457, with its registered office (Sitz) at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany (Steuernummer: 045/127/98321; USt-IdNr.: DE347891205).

(b) Power and Authority

Each Loan Party has all requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under the Credit Agreement and each other Loan Document to which it is a party, and to consummate the transactions contemplated thereby, including, without limitation, the granting of security interests and liens contemplated by the Security Documents and the borrowing of funds on the Closing Date.

The execution, delivery, and performance by each Loan Party of the Credit Agreement and each other Loan Document to which such Loan Party is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of each such Loan Party, as applicable. No consent, approval, authorization, or order of, or filing, registration, or qualification with, any governmental authority or any other Person is required in connection with the execution, delivery, and performance by any Loan Party of the Credit Agreement or any other Loan Document, or the consummation of the transactions contemplated thereby, that has not been obtained or made and that is not in full force and effect, other than routine post-closing filings, including without limitation the filing of UCC financing statements and continuation statements with the applicable offices in the States of Delaware and Virginia and the registration of the Grundschuld with the Grundbuch of Frankfurt am Main (Grundbuchamt). The execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not and will not (i) violate any provision of the organizational documents of any Loan Party, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or award binding on any Loan Party, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which any Loan Party is a party or by which any of its properties may be bound.

(d) Ownership Structure

The ownership structure of the Loan Parties is as follows:

• Ironhaven Holdings Inc. is the direct owner of 100% of the issued and outstanding membership interests of Ironhaven Data Centers LLC. Such membership interests are free and clear of all liens, claims, and encumbrances other than the liens created pursuant to the Loan Documents.

• Ironhaven Data Centers LLC is the direct owner of 100% of the issued and outstanding share capital (Geschäftsanteile) of Ironhaven Frankfurt GmbH. Such share capital is free and clear of all liens, claims, and encumbrances other than the liens created pursuant to the Loan Documents.

• Thornfield Capital Partners, LP, acting through its investment vehicle Thornfield Infrastructure Fund III, LP, indirectly owns 100% of the voting equity interests in Ironhaven Holdings Inc.

No Loan Party has any subsidiary or equity interest in any other Person other than as described above and as previously disclosed to the Administrative Agent.

(e) Financial Statements; No Material Adverse Change

The financial statements delivered to the Administrative Agent prior to the Closing Date, including without limitation the audited financial statements for the fiscal year ended December 31, 2023 and the unaudited interim financial statements for the period ended March 31, 2024, together with the last-twelve-months ("LTM") financial data as of March 31, 2024, reflecting Adjusted EBITDA of $165,800,000 and Revenue (LTM through September 30, 2023) of $412,600,000, fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower and its subsidiaries as of the dates and for the periods covered thereby, in conformity with GAAP (or, with respect to Ironhaven Frankfurt GmbH, German GAAP (HGB) reconciled to GAAP as provided in the Credit Agreement) applied on a consistent basis throughout such periods (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnote disclosures).

Since March 31, 2024, there has been no event, development, change, condition, occurrence, or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(f) Litigation. As of the date hereof, no litigation, investigation, or proceeding of or before any arbitrator, court, governmental authority, or regulatory body is pending or, to my knowledge, threatened against or affecting any Loan Party or any of their respective properties, revenues, or assets that could reasonably be expected to have a Material Adverse Effect. No injunction, writ, temporary restraining order, or any order of any nature has been issued by any court or governmental authority purporting to enjoin or restrain the execution, delivery, or performance of any Loan Document or the consummation of the transactions contemplated thereby.

(g) ERISA. No ERISA Event has occurred or is reasonably expected to occur that, individually or in the aggregate, could reasonably be expected to result in liability of the Loan Parties or their ERISA Affiliates in an amount that could reasonably be expected to have a Material Adverse Effect. No Loan Party or ERISA Affiliate has incurred or reasonably expects to incur any liability under Title IV of ERISA with respect to any single-employer plan or any multiemployer plan that could reasonably be expected to have a Material Adverse Effect.

(h) Sanctions and Anti-Corruption

No Loan Party, nor any of its respective directors, officers, employees, or, to my knowledge, agents, (i) is a Sanctioned Person, (ii) is located, organized, or resident in a Sanctioned Country, or (iii) is knowingly engaged in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, in each case in violation of applicable Sanctions.

Each Loan Party is in compliance in all material respects with all applicable sanctions laws and regulations, including without limitation (A) the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including 31 C.F.R. Parts 500–599, (B) applicable European Union sanctions, including Council Regulation (EU) No 269/2014, as amended, and (C) with respect to Ironhaven Frankfurt GmbH, the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG") and any other applicable German sanctions and anti-money laundering legislation.

No part of the proceeds of the Term Loan will be used, directly or indirectly, for any purpose that would violate the United States Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.), the United Kingdom Bribery Act 2010, or any other applicable anti-corruption law or regulation, including any applicable provisions of German law.

(i) Use of Proceeds

The proceeds of the Term Loan will be used solely as set forth in the Credit Agreement, specifically as follows:

(i) Virginia campus construction (Phase I): $475,000,000;

(ii) Frankfurt campus construction (Phase I): $275,000,000 (€253,571,429 equivalent, calculated at a EUR/USD exchange rate of 1.0846);

(iii) Refinancing of existing mezzanine notes held by Greystone Mezzanine Fund II, LP: $130,000,000 in outstanding principal plus $2,708,333.33 in accrued payment-in-kind ("PIK") interest (total payoff amount of $132,708,333.33);

(iv) Payment of transaction fees and expenses: $32,500,000; and

(v) Working capital and general corporate purposes: $37,500,000.

No portion of the proceeds will be used for any purpose not permitted by the Credit Agreement.

(j) Margin Regulations

No part of the proceeds of the Term Loan will be used, directly or indirectly, to purchase or carry any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221), or to extend credit to others for the purpose of purchasing or carrying any margin stock, or for any other purpose that would constitute the Term Loan a "purpose credit" within the meaning of such Regulation U. None of the assets of any Loan Party constitutes margin stock.

(k) Investment Company Act

None of the Loan Parties is, or after giving effect to the transactions contemplated by the Credit Agreement will be, required to register as an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (15 U.S.C. §§ 80a-1 et seq.).

(l) Tax Matters

Each Loan Party has timely filed, or caused to be filed, all material tax returns required to be filed by it with any governmental authority in each applicable jurisdiction, and each such tax return is true and correct in all material respects. Each Loan Party has paid all taxes, assessments, fees, and other governmental charges that are due and payable, except those that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established on the books of the relevant Loan Party in accordance with GAAP (or, where applicable, German GAAP (HGB) as reconciled).

Ironhaven Frankfurt GmbH has duly filed its beneficial ownership information (Angaben zum wirtschaftlich Berechtigten) with the German Transparency Register (Transparenzregister) as required under Sections 20 and 21 of the GwG, and such filing is current and accurate as of the date hereof.

(m) Collateral and Security Interests

The representations and warranties regarding the collateral as set forth in the US Security Agreement, the US Equity Pledge Agreement, the Deed of Trust (Virginia), the Environmental Indemnity Agreement, the Deposit Account Control Agreements, the IP Security Agreement, the Collateral Agent Appointment Agreement, and the German security documents (including, without limitation, the Sicherheitentreuhandvertrag, the Grundschuldbestellungsurkunde, the Globalzession, the Kontoverpfändung, the Sicherungsübereignungsvertrag, the Anteilsverpfändungsvertrag, and the Sicherungszweckerklärung) are true and correct in all material respects as of the Closing Date.

The Virginia campus real property subject to the Deed of Trust consists of the following parcels, located in Loudoun County, Commonwealth of Virginia:

Tax Parcel No. 087-27-1234 and Tax Parcel No. 087-27-1235, comprising approximately 142 acres in the aggregate, as more particularly described in the Deed of Trust and the ALTA/NSPS surveys delivered in connection with the closing.

The Frankfurt campus real property consists of:

Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares, as more particularly described in the Grundschuldbestellungsurkunde.

(n) Insurance. All insurance required to be maintained by the Loan Parties under the Credit Agreement and the other Loan Documents is in full force and effect as of the Closing Date, and all premiums due and payable thereon have been paid. Each such insurance policy names Pinnacle Trust Company, N.A., as Collateral Agent, as loss payee and additional insured, as applicable, in accordance with the requirements of the Credit Agreement. The foregoing has been confirmed by the insurance compliance certificate delivered by Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway), dated as of the Closing Date, a copy of which has been delivered to the Administrative Agent and the Collateral Agent.

(o) Environmental Matters

No Loan Party has received any notice of material environmental liability, claim, demand, or action under any applicable Environmental Law, and to my knowledge, no material environmental condition exists on any property owned, leased, or operated by the Loan Parties that could reasonably be expected to give rise to material environmental liability or require material remediation under applicable Environmental Laws. The Phase I and Phase II environmental site assessment reports delivered in connection with the closing did not identify any recognized environmental conditions that could reasonably be expected to result in material environmental liability of any Loan Party.

(p) Material Agreements

The following material pre-lease agreements remain in full force and effect as of the Closing Date, and no default, breach, or event of termination has occurred or is continuing thereunder:

(i) Pre-Lease Letter of Intent with Stratos Cloud Services, Inc., dated March 8, 2024, covering 30 MW of critical IT load capacity at the Virginia campus, with a five (5)-year initial term and annual rent of $14,400,000; and

(ii) Pre-Lease Letter of Intent with Euronova Digital GmbH, dated February 22, 2024, covering 20 MW of critical IT load capacity at the Frankfurt campus, with a seven (7)-year initial term and annual rent of €9,800,000.

To my knowledge, each counterparty to the foregoing agreements is performing its obligations thereunder in all material respects, and no event or condition exists that, with the giving of notice or lapse of time or both, would constitute a default or breach by any party thereunder.

Section 3 — No Default or Event of Default

I hereby certify that no Default or Event of Default (as each such term is defined in the Credit Agreement) has occurred and is continuing as of the Closing Date, June 3, 2024, or would result from the initial borrowing contemplated on the Closing Date under the Credit Agreement.

Without limiting the generality of the foregoing, I specifically confirm that the Borrower is in compliance with all covenants set forth in the Credit Agreement, including, without limitation, the following financial covenants:

(i) Maximum Net Leverage Ratio: The Credit Agreement requires a Maximum Net Leverage Ratio of no greater than 6.00 to 1.00. On a pro forma basis after giving effect to the transactions contemplated on the Closing Date, including the borrowing of the full $950,000,000 Term Loan B, the application of proceeds, and the equity contribution from Thornfield Infrastructure Fund III, LP, the Borrower's pro forma Net Leverage Ratio is 5.35x, calculated as follows:

Net Total Debt: $887,500,000 Adjusted EBITDA (LTM as of March 31, 2024): $165,800,000 Pro Forma Net Leverage Ratio: $887,500,000 ÷ $165,800,000 = 5.35x

This is within the maximum permitted ratio of 6.00x.

(ii) Minimum Interest Coverage Ratio: The Credit Agreement requires a Minimum Interest Coverage Ratio of no less than 2.00 to 1.00. The first formal testing date for this covenant is the fiscal quarter ending September 30, 2024. As of the Closing Date, I am not aware of any circumstances or developments that would reasonably be expected to cause non-compliance with this covenant as of the first testing date or any subsequent testing date.

(iii) Maximum Capital Expenditure Limit: The Credit Agreement sets a maximum Capital Expenditure limit of $325,000,000 for fiscal year 2024. The Borrower has not exceeded, and does not expect to exceed, such limit.

I note for completeness that the financial covenants set forth in the Credit Agreement are to be formally tested commencing with the fiscal quarter ending September 30, 2024, and quarterly thereafter. As of the Closing Date, no conditions exist that would reasonably be expected to result in a breach of any such covenant.

Section 4 — Satisfaction of Conditions Precedent

I hereby certify that all conditions precedent to the initial borrowing under the Credit Agreement set forth in Section 4.01 thereof have been satisfied (or, where expressly permitted, waived in accordance with the terms of the Credit Agreement) as of the Closing Date, June 3, 2024, including without limitation each of the following:

(a) Execution and Delivery of Loan Documents

The Credit Agreement has been duly executed and delivered by all parties thereto as of May 15, 2024 and is in full force and effect. The Guarantee Agreement has been duly executed and delivered by Ironhaven Holdings Inc. as Parent Guarantor. The First Lien / Super-Senior Intercreditor Agreement has been duly executed and delivered by Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (acting in its capacities as Term Loan Agent and Revolver Agent under the existing Super-Senior Revolving Credit Facility), and Pinnacle Trust Company, N.A. (as Collateral Agent). Each such document constitutes the legal, valid, and binding obligation of the parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to equitable principles.

(b) Security Documents

The following US Security Documents have been duly executed and delivered by the applicable Loan Parties:

(i) US Security Agreement (Borrower and Parent Guarantor);

(ii) US Equity Pledge Agreement (Parent Guarantor, pledging 100% of the membership interests of IHDC; and Borrower, pledging 100% of the Geschäftsanteile of Ironhaven Frankfurt GmbH, subject to the limitation in the Credit Agreement);

(iii) Deed of Trust, Assignment of Rents and Leases, Security Agreement, and Fixture Filing (Virginia) covering Tax Parcel Nos. 087-27-1234 and 087-27-1235 in Loudoun County, Virginia;

(iv) Environmental Indemnity Agreement;

(v) Deposit Account Control Agreements with respect to each deposit account of the Borrower and the Parent Guarantor identified in the Credit Agreement;

(vi) IP Security Agreement; and

(vii) Collateral Agent Appointment Agreement.

UCC-1 financing statements have been duly filed as follows:

• Delaware Secretary of State (covering IHDC as debtor, File No. 2024-3417892; and Ironhaven Holdings Inc. as debtor, File No. 2024-3417908); and

• Loudoun County Circuit Court (fixture filing covering the Virginia campus, Instrument No. 2024-058471).

The following German security documents have been duly executed (and, where required under German law, notarized before a German notary public (Notar)):

(i) Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag);

(ii) Land Charge Agreement (Grundschuldbestellungsurkunde), providing for the creation of a non-accessory land charge (Grundschuld) over the Frankfurt campus parcel;

(iii) Global Assignment of Receivables (Globalzession);

(iv) Account Pledge Agreement (Kontoverpfändung) over accounts maintained by Ironhaven Frankfurt GmbH at NordBrücke AG;

(v) Security Transfer of Movable Assets (Sicherungsübereignungsvertrag);

(vi) Share Pledge Agreement (Anteilsverpfändungsvertrag) over the Geschäftsanteile in Ironhaven Frankfurt GmbH; and

(vii) Security Purpose Agreement (Sicherungszweckerklärung).

I note that the registration of the Grundschuld with the Grundbuch of Frankfurt am Main (Grundbuchamt) is currently pending and constitutes a post-closing obligation under the Credit Agreement. Such registration is expected to be completed on or before August 31, 2024, in accordance with the post-closing schedule set forth in Schedule 6.14 to the Credit Agreement.

The following legal opinions have been delivered to the Administrative Agent and the Collateral Agent:

(i) Calderwood & Harkness LLP: (A) New York and Delaware law opinion regarding due authorization, execution, delivery, and enforceability of the Credit Agreement and the US Loan Documents; (B) US regulatory opinion regarding compliance with applicable regulations; (C) Virginia law opinion regarding the enforceability and perfection of the Deed of Trust and related security interests under Virginia law; and (D) tax opinion regarding certain federal income tax consequences of the transactions contemplated by the Credit Agreement.

(ii) Wendt Falkenberg Rechtsanwälte PartG mbB (Frankfurt am Main): German law opinion regarding the due organization, valid existence, and corporate capacity of Ironhaven Frankfurt GmbH, the enforceability of the German security documents under German law, and the perfection of the security interests created thereunder (subject to customary assumptions, qualifications, and the pending Grundbuch registration).

(d) Organizational Documents and Corporate Authorizations

Certified copies of the organizational documents of each Loan Party have been delivered to the Administrative Agent, including without limitation:

(i) Certificate of Formation and Limited Liability Company Agreement of Ironhaven Data Centers LLC;

(ii) Certificate of Incorporation and Bylaws of Ironhaven Holdings Inc.; and

(iii) Gesellschaftsvertrag (Articles of Association) of Ironhaven Frankfurt GmbH, together with a certified excerpt from the Handelsregister (HRB 129457).

The Secretary's/Officer's Certificate of Ironhaven Data Centers LLC, dated May 15, 2024, delivered by Jonathan Pryce-Williams in his capacity as General Counsel & Secretary, has been delivered, certifying incumbency, specimen signatures, and the adoption of resolutions authorizing the execution, delivery, and performance of the Credit Agreement and the Loan Documents.

Board resolutions of Ironhaven Holdings Inc. duly authorizing (A) the execution, delivery, and performance of the Guarantee Agreement and (B) the pledge of 100% of the membership interests of IHDC pursuant to the US Equity Pledge Agreement have been delivered.

Shareholder resolutions of Ironhaven Data Centers LLC (as sole Gesellschafter of Ironhaven Frankfurt GmbH) duly authorizing the Co-Borrower's entry into the Credit Agreement and the German security documents, including without limitation the Anteilsverpfändungsvertrag and the Grundschuldbestellungsurkunde, have been delivered.

(e) Financial Deliverables

The Solvency Certificate of Rebecca Sung, Chief Financial Officer of the Borrower, dated June 3, 2024, certifying the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement, has been delivered to the Administrative Agent.

The pro forma capitalization of the Borrower and its subsidiaries, after giving effect to the transactions contemplated on the Closing Date, is as follows:

(f) Good Standing and Lien Searches

Certificates of Good Standing have been delivered for the following entities:

(i) Ironhaven Data Centers LLC — State of Delaware (dated May 28, 2024) and Commonwealth of Virginia (dated May 29, 2024); and

(ii) Ironhaven Holdings Inc. — State of Delaware (dated May 28, 2024).

UCC, federal tax lien, judgment, and litigation searches have been completed for all Loan Parties across the States of Delaware, Virginia, and New York. Such searches were conducted by Pemberton Health IT and the results have been delivered to the Administrative Agent. No pre-existing liens, judgments, or pending litigation were identified in such searches, other than the UCC-1 financing statement filed by Greystone Mezzanine Fund II, LP (CUSIP 39817MAB3) with the Delaware Secretary of State, which has been terminated at closing as described in Section 4(g) below.

(g) Payoff of Existing Indebtedness

A payoff letter from Greystone Mezzanine Fund II, LP, dated May 30, 2024, has been received by the Administrative Agent and the Borrower, confirming the total payoff amount of $132,708,333.33, comprising:

• Outstanding principal: $130,000,000

• Accrued payment-in-kind (PIK) interest (at 12.50% per annum, through and including the Closing Date): $2,708,333.33

All amounts due and owing under the Greystone mezzanine notes have been (or, simultaneously with the initial borrowing on the Closing Date, will be) paid in full, and all liens of Greystone Mezzanine Fund II, LP in favor of or for the benefit of any holder of the mezzanine notes have been released. A UCC-3 termination statement has been filed with the Delaware Secretary of State terminating Greystone's UCC-1 financing statement, and written confirmation of such release and termination has been delivered to the Administrative Agent.

(h) Insurance. An insurance compliance certificate from Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway), dated June 1, 2024, has been delivered to the Administrative Agent and the Collateral Agent, confirming that the following insurance policies are in place and meet the requirements of the Credit Agreement:

(i) Builder's risk insurance (Virginia and Frankfurt campuses);

(ii) Property insurance (all risk);

(iii) Commercial general liability insurance; and

(iv) Business interruption insurance.

Each such policy names Pinnacle Trust Company, N.A., as Collateral Agent, as loss payee and/or additional insured, as required by the Credit Agreement, and the applicable endorsements have been delivered.

(i) Title Insurance and Surveys

An ALTA Lender's Title Insurance Policy has been issued by Keystone Title Guaranty Company in the 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, on the Virginia campus real property (Tax Parcel Nos. 087-27-1234 and 087-27-1235, Loudoun County, Virginia). Such policy is in form and substance satisfactory to the Administrative Agent and the Collateral Agent, contains no survey exceptions or title exceptions not approved by the Administrative Agent, and has been delivered together with all required endorsements.

ALTA/NSPS land title surveys and legal description certificates for Loudoun County Tax Parcel Nos. 087-27-1234 and 087-27-1235 have been prepared by a duly licensed surveyor and delivered to the Administrative Agent, the Collateral Agent, and Keystone Title Guaranty Company.

(j) Environmental and Appraisal Reports

Phase I and Phase II environmental site assessment reports, prepared by Greenline Environmental Solutions, Inc. (Dr. Ramon Quelibo, Principal), in accordance with ASTM Standard Practice E 1527-21 (Phase I) and ASTM Standard Practice E 1903-19 (Phase II), have been delivered for both the Virginia campus and the Frankfurt campus. Such reports did not identify any recognized environmental conditions requiring further investigation or remediation that could reasonably be expected to have a Material Adverse Effect.

MAI-designated appraisals from Meridian Valuation Group, LLC (Howard Finch, MAI, Senior Managing Director) have been delivered for both campuses. Such appraisals were prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Credit Agreement, and the appraised values support the loan-to-value requirements set forth therein.

(k) KYC, Sanctions, and Regulatory Compliance

The following know-your-customer ("KYC"), sanctions, and regulatory compliance deliverables have been provided:

(i) A Beneficial Ownership Certification in compliance with the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence Rule (31 C.F.R. § 1010.230) has been delivered by the Borrower to each Lender.

(ii) Confirmation of Ironhaven Frankfurt GmbH's filing with the German Transparency Register (Transparenzregister) pursuant to the GwG has been delivered.

(iii) Each Lender has delivered to the Administrative Agent its KYC/OFAC Compliance Certificate confirming that such Lender has completed its own due diligence with respect to the Loan Parties and their beneficial owners.

(iv) OFAC screening against the Specially Designated Nationals and blocked Persons List (SDN List) and the Sectoral Sanctions Identifications List (SSI List), European Union Consolidated Sanctions List screening, and UK HM Treasury/Office of Financial Sanctions Implementation (OFSI) screening (the latter being required specifically with respect to Osprey Insurance Capital, Ltd., a UK-based Lender) have each been completed with satisfactory results — no Sanctioned Persons were identified.

(v) Osprey Insurance Capital, Ltd. has delivered its enhanced sanctions representations side letter, dated May 28, 2024, providing additional representations regarding compliance with UK sanctions laws and the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.

(l) Fee Payments

All fees due and payable on the Closing Date have been paid, or will be paid from the proceeds of the Term Loan simultaneously with the initial borrowing on the Closing Date, in accordance with the Credit Agreement and the Fee Letter, including without limitation:

(m) Funds Flow

The Funds Flow Memorandum, dated June 2, 2024, has been agreed upon by all parties to the Credit Agreement, and the sources and uses of funds are as follows:

Sources:

Uses:

Total sources equal total uses. The Funds Flow Memorandum includes all wire transfer instructions, account details, and timing of transfers, and has been confirmed by all applicable parties.

(n) Ratings. A private credit estimate from Sentinel Ratings International, LLC (Lorraine Dupont, Managing Director, Infrastructure Finance), dated May 22, 2024, has been provided to the syndicate for syndication purposes in accordance with the terms of the Credit Agreement and the Engagement Letter. Such credit estimate has been shared with each Lender on a confidential basis.

(o) Other Conditions

Promissory Notes have been duly executed by the Borrower (and, with respect to the Co-Borrower's obligations, the Co-Borrower) and delivered to each Lender in the following principal amounts:

Escrow agreements have been duly executed by the applicable parties for the following construction escrows:

(i) Virginia Campus Construction Escrow ($475,000,000), with Pinnacle Trust Company, N.A. serving as escrow agent; and

(ii) Frankfurt Campus Construction Escrow (€253,571,429), with NordBrücke AG serving as escrow agent.

Each such escrow agreement is in form and substance satisfactory to the Administrative Agent and the Collateral Agent and has been delivered to the Administrative Agent.

Section 5 — No Material Adverse Change

I hereby certify that, since March 31, 2024 (the date of the most recent financial statements of the Borrower and its subsidiaries delivered to the Administrative Agent prior to the Closing Date), there has been no change, event, occurrence, condition, or development that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the business, operations, properties, assets, financial condition, or prospects of the Borrower and its subsidiaries, taken as a whole. No event has occurred that, individually or in the aggregate, has resulted in or could reasonably be expected to result in any material impairment of the Loan Parties' ability to perform their respective obligations under the Credit Agreement or the other Loan Documents.

Section 6 — Solvency Confirmation

Reference is made to the separate Solvency Certificate delivered by Rebecca Sung, Chief Financial Officer of the Borrower, dated June 3, 2024, certifying the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement, including without limitation the incurrence of the Term Loan, the payoff of the Greystone mezzanine notes, the payment of transaction fees and expenses, and the receipt of the equity contribution from Thornfield Infrastructure Fund III, LP. A copy of such Solvency Certificate has been delivered to the Administrative Agent contemporaneously herewith.

I have reviewed such Solvency Certificate, and I have no reason to believe that the Borrower or any of its subsidiaries is not solvent as of the Closing Date after giving effect to such transactions. Nothing has come to my attention that would cause me to believe that any of the certifications contained in such Solvency Certificate are inaccurate or incomplete in any material respect.

Section 7 — Post-Closing Items Acknowledgment

I hereby acknowledge that the following post-closing items remain outstanding as of the Closing Date and are to be completed within the timeframes specified in the Credit Agreement (including, where applicable, Schedule 6.14 thereto):

(i) German *Grundbuch* Registration: Registration of the Grundschuld over the Frankfurt campus parcel (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789) with the competent Grundbuchamt is currently pending. The notarized Grundschuldbestellungsurkunde has been submitted to the Grundbuchamt, and registration is expected to be completed on or before August 31, 2024. The Borrower and the Co-Borrower shall use commercially reasonable efforts to cause such registration to be completed within such timeframe and shall promptly deliver to the Administrative Agent and the Collateral Agent a certified copy of the Grundbuchauszug reflecting such registration upon receipt thereof.

(ii) Supplemental UCC Continuation Filings: Any supplemental UCC-1 continuation statements or amendments as may be required to maintain the perfection and priority of the security interests created under the US Security Documents shall be filed within the timeframes required by applicable law.

(iii) Recorded Deed of Trust: Final recorded copies of the Virginia Deed of Trust, as returned by the Loudoun County Circuit Court Clerk's Office bearing the recording stamp, file number, and date of recordation, shall be delivered to the Administrative Agent and the Collateral Agent promptly upon receipt by the Borrower or its counsel.

The Borrower shall comply with all post-closing obligations within the timeframes specified in the Credit Agreement and shall promptly notify the Administrative Agent of the completion of each such item.

Section 8 — Miscellaneous Provisions

This Certificate is being delivered to the Administrative Agent at the following address:

Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202

Attention: Martin Gallagher, Managing Director, Syndicated Loan Agency / Thomas Beckett, Vice President, Loan Operations & Agency Services

and to the Collateral Agent at the following address:

Pinnacle Trust Company, N.A. 101 Constitution Avenue NW Washington, D.C. 20001

Attention: William Hargrove, Vice President, Corporate Trust & Agency Services

This Certificate, and the certifications, representations, and statements contained herein, may be relied upon by the Administrative Agent, the Collateral Agent, and each Lender party to the Credit Agreement, and their respective successors and permitted assigns, in connection with the initial borrowing under the Credit Agreement on the Closing Date.

This Certificate may be executed in counterparts (including by facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

This Certificate and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

[Signature Page Follows]

[SIGNATURE PAGE TO OFFICER'S CLOSING CERTIFICATE]

IN WITNESS WHEREOF, the undersigned has executed this Officer's Closing Certificate as of the date first written above.

IRONHAVEN DATA CENTERS LLC

By: ________

Name: Jonathan Pryce-Williams

Title: General Counsel & Secretary

Date: June 3, 2024

[ACKNOWLEDGMENT OF RECEIPT]

Receipt of the foregoing Officer's Closing Certificate is hereby acknowledged:

CRESCENT HARBOR BANK, N.A., as Administrative Agent

By: ________

Name: Thomas Beckett

Title: Vice President, Loan Operations & Agency Services

Date: June 3, 2024

Source / Item	Amount
Senior Secured Term Loan B	$950,000,000
Existing Super-Senior Revolving Credit Facility (committed / undrawn)	$100,000,000 ($0 drawn)
Less: Unrestricted Cash	($62,500,000)
Net Total Debt	$887,500,000
Equity Contribution from Thornfield Infrastructure Fund III, LP	$410,000,000
Total Capitalization	$1,360,000,000
Fee	Payee	Amount
Arrangement Fee	Crescent Harbor Bank, N.A.	$14,250,000
Ticking Fee (March 15, 2024 – June 3, 2024; 80 days at 0.25% per annum on $950,000,000)	Crescent Harbor Bank, N.A.	$527,778
Administrative Agent Fee (Year 1)	Crescent Harbor Bank, N.A.	$175,000
Collateral Agent Fee (Year 1) — Domestic	Pinnacle Trust Company, N.A.	$125,000
Collateral Agent Fee (Year 1) — German Security Trustee	Pinnacle Trust Company, N.A.	$75,000
Total Closing Date Fees	$15,152,778
Source	Amount
Term Loan B (net proceeds after 50 bps OID)	$945,250,000
Thornfield Infrastructure Fund III, LP Equity Contribution	$410,000,000
Total Sources	$1,355,250,000
Use	Amount
Virginia Campus Construction (Phase I) Escrow	$475,000,000
Frankfurt Campus Construction (Phase I) Escrow (€253,571,429 equivalent)	$275,000,000
Payoff of Greystone Mezzanine Notes	$132,708,333.33
Transaction Fees and Expenses	$32,500,000
Closing Date Fee Payments	$15,152,778
Working Capital and General Corporate Purposes	$14,888,888.67

Unrestricted Cash (Balance Sheet)	$410,000,000
Total Uses	$1,355,250,000
Lender	Principal Amount
Crescent Harbor Bank, N.A.	$200,000,000
Ridgeline National Bank	$175,000,000
Marlowe Asset Management Meridian Capital, LLC	$150,000,000
Atlas Peak Credit Partners, LP	$125,000,000
NordBrücke AG	$150,000,000
Pacific Rim Institutional Lending Corp.	$75,000,000
Osprey Insurance Capital, Ltd.	$75,000,000
Total	$950,000,000

OFFICER'S CLOSING CERTIFICATE
Delivered pursuant to Section 4.01(e) of the Credit Agreement (defined below)
June 3, 2024
This Officer's Closing Certificate (this "Certificate") is delivered in connection with the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor" and, together with the Borrower and the Co-Borrower, the "Loan Parties"), Crescent Harbor Bank, N.A., as Administrative Agent (in such capacity, the "Administrative Agent"), Pinnacle Trust Company, N.A., as Collateral Agent (in such capacity, the "Collateral Agent"), and the several banks, financial institutions, and other entities party thereto from time to time as lenders (the "Lenders").
Aggregate Facility Amount: $950,000,000 Senior Secured Term Loan B
CUSIP: 46283LAA5
Crescent Harbor Deal Reference: CHB-LF-2024-0287
Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Credit Agreement.
Section 1 — Identification of Certifying Officer
The undersigned, Jonathan Pryce-Williams, in his capacity as General Counsel & Secretary of Ironhaven Data Centers LLC, a Delaware limited liability company, hereby certifies as follows:
1.  I am a duly authorized officer of the Borrower. I am delivering this Certificate solely in my capacity as an authorized officer of the Borrower and not in my individual or personal capacity.
2.  This Certificate is delivered pursuant to Section 4.01(e) of the Credit Agreement as a condition precedent to the initial borrowing under the Credit Agreement on the Closing Date, June 3, 2024.
3.  I am familiar with the transactions contemplated by the Credit Agreement and the other Loan Documents (as defined in the Credit Agreement), and I have made or caused to be made such investigation and inquiry as I have deemed necessary or appropriate to enable me to make the certifications, representations, and statements set forth herein. In making such investigation and inquiry, I have reviewed the Credit Agreement, each of the Loan Documents, the organizational documents of each Loan Party, the funds flow memorandum, the payoff letter from Greystone Mezzanine Fund II, LP, the solvency certificate of Rebecca Sung, and such other documents, certificates, records, and matters of law as I have deemed relevant.
4.  The principal office of the Borrower is located at:
Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Based upon the foregoing, I hereby certify to the Administrative Agent, the Collateral Agent, and the Lenders as follows:
Section 2 — Representations and Warranties
I hereby certify that each of the representations and warranties made by the Borrower (Ironhaven Data Centers LLC), the Co-Borrower (Ironhaven Frankfurt GmbH), and the Parent Guarantor (Ironhaven Holdings Inc.) in the Credit Agreement and in each other Loan Document to which such Loan Party is a party is true and correct in all material respects (or, in the case of representations and warranties that are qualified by materiality or Material Adverse Effect, true and correct in all respects) on and as of the Closing Date, June 3, 2024, with the same effect as though made on and as of such date, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty is true and correct in all material respects (or in all respects, as applicable) as of such earlier date. Without limiting the generality of the foregoing, I specifically certify as follows:
(a) Organization and Good Standing
Ironhaven Data Centers LLC is a limited liability company duly formed, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 84-3291057. IHDC is duly qualified to do business and is in good standing in each jurisdiction in which the conduct of its business or the ownership or leasing of its properties requires such qualification, including, without limitation, the Commonwealth of Virginia.
Ironhaven Holdings Inc. is a corporation duly incorporated, validly existing, and in good standing under the laws of the State of Delaware, with Employer Identification Number 84-3291044.
Ironhaven Frankfurt GmbH is a German Gesellschaft mit beschränkter Haftung duly organized and validly existing under the laws of the Federal Republic of Germany, registered with the Amtsgericht Frankfurt am Main under registration number HRB 129457, with its registered office (Sitz) at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany (Steuernummer: 045/127/98321; USt-IdNr.: DE347891205).
(b) Power and Authority
Each Loan Party has all requisite corporate, limited liability company, or other organizational power and authority to execute, deliver, and perform its obligations under the Credit Agreement and each other Loan Document to which it is a party, and to consummate the transactions contemplated thereby, including, without limitation, the granting of security interests and liens contemplated by the Security Documents and the borrowing of funds on the Closing Date.
(c) Authorization; No Conflicts
The execution, delivery, and performance by each Loan Party of the Credit Agreement and each other Loan Document to which such Loan Party is a party, and the consummation of the transactions contemplated thereby, have been duly authorized by all necessary corporate, limited liability company, or other organizational action on the part of each such Loan Party, as applicable. No consent, approval, authorization, or order of, or filing, registration, or qualification with, any governmental authority or any other Person is required in connection with the execution, delivery, and performance by any Loan Party of the Credit Agreement or any other Loan Document, or the consummation of the transactions contemplated thereby, that has not been obtained or made and that is not in full force and effect, other than routine post-closing filings, including without limitation the filing of UCC financing statements and continuation statements with the applicable offices in the States of Delaware and Virginia and the registration of the Grundschuld with the Grundbuch of Frankfurt am Main (Grundbuchamt). The execution, delivery, and performance of the Loan Documents and the consummation of the transactions contemplated thereby do not and will not (i) violate any provision of the organizational documents of any Loan Party, (ii) violate any applicable law, rule, regulation, order, writ, judgment, injunction, decree, or award binding on any Loan Party, or (iii) result in a breach of, or constitute a default under, any material agreement or instrument to which any Loan Party is a party or by which any of its properties may be bound.
(d) Ownership Structure
The ownership structure of the Loan Parties is as follows:
•  Ironhaven Holdings Inc. is the direct owner of 100% of the issued and outstanding membership interests of Ironhaven Data Centers LLC. Such membership interests are free and clear of all liens, claims, and encumbrances other than the liens created pursuant to the Loan Documents.
•  Ironhaven Data Centers LLC is the direct owner of 100% of the issued and outstanding share capital (Geschäftsanteile) of Ironhaven Frankfurt GmbH. Such share capital is free and clear of all liens, claims, and encumbrances other than the liens created pursuant to the Loan Documents.
•  Thornfield Capital Partners, LP, acting through its investment vehicle Thornfield Infrastructure Fund III, LP, indirectly owns 100% of the voting equity interests in Ironhaven Holdings Inc.
No Loan Party has any subsidiary or equity interest in any other Person other than as described above and as previously disclosed to the Administrative Agent.
(e) Financial Statements; No Material Adverse Change
The financial statements delivered to the Administrative Agent prior to the Closing Date, including without limitation the audited financial statements for the fiscal year ended December 31, 2023 and the unaudited interim financial statements for the period ended March 31, 2024, together with the last-twelve-months ("LTM") financial data as of March 31, 2024, reflecting Adjusted EBITDA of $165,800,000 and Revenue (LTM through September 30, 2023) of $412,600,000, fairly present in all material respects the financial condition, results of operations, and cash flows of the Borrower and its subsidiaries as of the dates and for the periods covered thereby, in conformity with GAAP (or, with respect to Ironhaven Frankfurt GmbH, German GAAP (HGB) reconciled to GAAP as provided in the Credit Agreement) applied on a consistent basis throughout such periods (subject, in the case of unaudited financial statements, to normal year-end audit adjustments and the absence of footnote disclosures).
Since March 31, 2024, there has been no event, development, change, condition, occurrence, or circumstance that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(f) Litigation.  As of the date hereof, no litigation, investigation, or proceeding of or before any arbitrator, court, governmental authority, or regulatory body is pending or, to my knowledge, threatened against or affecting any Loan Party or any of their respective properties, revenues, or assets that could reasonably be expected to have a Material Adverse Effect. No injunction, writ, temporary restraining order, or any order of any nature has been issued by any court or governmental authority purporting to enjoin or restrain the execution, delivery, or performance of any Loan Document or the consummation of the transactions contemplated thereby.
(g) ERISA.  No ERISA Event has occurred or is reasonably expected to occur that, individually or in the aggregate, could reasonably be expected to result in liability of the Loan Parties or their ERISA Affiliates in an amount that could reasonably be expected to have a Material Adverse Effect. No Loan Party or ERISA Affiliate has incurred or reasonably expects to incur any liability under Title IV of ERISA with respect to any single-employer plan or any multiemployer plan that could reasonably be expected to have a Material Adverse Effect.
(h) Sanctions and Anti-Corruption
No Loan Party, nor any of its respective directors, officers, employees, or, to my knowledge, agents, (i) is a Sanctioned Person, (ii) is located, organized, or resident in a Sanctioned Country, or (iii) is knowingly engaged in any dealings or transactions with any Sanctioned Person or in any Sanctioned Country, in each case in violation of applicable Sanctions.
Each Loan Party is in compliance in all material respects with all applicable sanctions laws and regulations, including without limitation (A) the regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC"), including 31 C.F.R. Parts 500–599, (B) applicable European Union sanctions, including Council Regulation (EU) No 269/2014, as amended, and (C) with respect to Ironhaven Frankfurt GmbH, the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG") and any other applicable German sanctions and anti-money laundering legislation.
No part of the proceeds of the Term Loan will be used, directly or indirectly, for any purpose that would violate the United States Foreign Corrupt Practices Act of 1977, as amended (15 U.S.C. §§ 78dd-1 et seq.), the United Kingdom Bribery Act 2010, or any other applicable anti-corruption law or regulation, including any applicable provisions of German law.
(i) Use of Proceeds
The proceeds of the Term Loan will be used solely as set forth in the Credit Agreement, specifically as follows:
(i) Virginia campus construction (Phase I): $475,000,000;
(ii) Frankfurt campus construction (Phase I): $275,000,000 (€253,571,429 equivalent, calculated at a EUR/USD exchange rate of 1.0846);
(iii) Refinancing of existing mezzanine notes held by Greystone Mezzanine Fund II, LP: $130,000,000 in outstanding principal plus $2,708,333.33 in accrued payment-in-kind ("PIK") interest (total payoff amount of $132,708,333.33);
(iv) Payment of transaction fees and expenses: $32,500,000; and
(v) Working capital and general corporate purposes: $37,500,000.
No portion of the proceeds will be used for any purpose not permitted by the Credit Agreement.
(j) Margin Regulations
No part of the proceeds of the Term Loan will be used, directly or indirectly, to purchase or carry any "margin stock" within the meaning of Regulation U of the Board of Governors of the Federal Reserve System (12 C.F.R. Part 221), or to extend credit to others for the purpose of purchasing or carrying any margin stock, or for any other purpose that would constitute the Term Loan a "purpose credit" within the meaning of such Regulation U. None of the assets of any Loan Party constitutes margin stock.
(k) Investment Company Act
None of the Loan Parties is, or after giving effect to the transactions contemplated by the Credit Agreement will be, required to register as an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended (15 U.S.C. §§ 80a-1 et seq.).
(l) Tax Matters
Each Loan Party has timely filed, or caused to be filed, all material tax returns required to be filed by it with any governmental authority in each applicable jurisdiction, and each such tax return is true and correct in all material respects. Each Loan Party has paid all taxes, assessments, fees, and other governmental charges that are due and payable, except those that are being contested in good faith by appropriate proceedings diligently conducted and for which adequate reserves have been established on the books of the relevant Loan Party in accordance with GAAP (or, where applicable, German GAAP (HGB) as reconciled).
Ironhaven Frankfurt GmbH has duly filed its beneficial ownership information (Angaben zum wirtschaftlich Berechtigten) with the German Transparency Register (Transparenzregister) as required under Sections 20 and 21 of the GwG, and such filing is current and accurate as of the date hereof.
(m) Collateral and Security Interests
The representations and warranties regarding the collateral as set forth in the US Security Agreement, the US Equity Pledge Agreement, the Deed of Trust (Virginia), the Environmental Indemnity Agreement, the Deposit Account Control Agreements, the IP Security Agreement, the Collateral Agent Appointment Agreement, and the German security documents (including, without limitation, the Sicherheitentreuhandvertrag, the Grundschuldbestellungsurkunde, the Globalzession, the Kontoverpfändung, the Sicherungsübereignungsvertrag, the Anteilsverpfändungsvertrag, and the Sicherungszweckerklärung) are true and correct in all material respects as of the Closing Date.
The Virginia campus real property subject to the Deed of Trust consists of the following parcels, located in Loudoun County, Commonwealth of Virginia:
Tax Parcel No. 087-27-1234 and Tax Parcel No. 087-27-1235, comprising approximately 142 acres in the aggregate, as more particularly described in the Deed of Trust and the ALTA/NSPS surveys delivered in connection with the closing.
The Frankfurt campus real property consists of:
Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares, as more particularly described in the Grundschuldbestellungsurkunde.
(n) Insurance.  All insurance required to be maintained by the Loan Parties under the Credit Agreement and the other Loan Documents is in full force and effect as of the Closing Date, and all premiums due and payable thereon have been paid. Each such insurance policy names Pinnacle Trust Company, N.A., as Collateral Agent, as loss payee and additional insured, as applicable, in accordance with the requirements of the Credit Agreement. The foregoing has been confirmed by the insurance compliance certificate delivered by Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway), dated as of the Closing Date, a copy of which has been delivered to the Administrative Agent and the Collateral Agent.
(o) Environmental Matters
No Loan Party has received any notice of material environmental liability, claim, demand, or action under any applicable Environmental Law, and to my knowledge, no material environmental condition exists on any property owned, leased, or operated by the Loan Parties that could reasonably be expected to give rise to material environmental liability or require material remediation under applicable Environmental Laws. The Phase I and Phase II environmental site assessment reports delivered in connection with the closing did not identify any recognized environmental conditions that could reasonably be expected to result in material environmental liability of any Loan Party.
(p) Material Agreements
The following material pre-lease agreements remain in full force and effect as of the Closing Date, and no default, breach, or event of termination has occurred or is continuing thereunder:
(i) Pre-Lease Letter of Intent with Stratos Cloud Services, Inc., dated March 8, 2024, covering 30 MW of critical IT load capacity at the Virginia campus, with a five (5)-year initial term and annual rent of $14,400,000; and
(ii) Pre-Lease Letter of Intent with Euronova Digital GmbH, dated February 22, 2024, covering 20 MW of critical IT load capacity at the Frankfurt campus, with a seven (7)-year initial term and annual rent of €9,800,000.
To my knowledge, each counterparty to the foregoing agreements is performing its obligations thereunder in all material respects, and no event or condition exists that, with the giving of notice or lapse of time or both, would constitute a default or breach by any party thereunder.
Section 3 — No Default or Event of Default
I hereby certify that no Default or Event of Default (as each such term is defined in the Credit Agreement) has occurred and is continuing as of the Closing Date, June 3, 2024, or would result from the initial borrowing contemplated on the Closing Date under the Credit Agreement.
Without limiting the generality of the foregoing, I specifically confirm that the Borrower is in compliance with all covenants set forth in the Credit Agreement, including, without limitation, the following financial covenants:
(i) Maximum Net Leverage Ratio: The Credit Agreement requires a Maximum Net Leverage Ratio of no greater than 6.00 to 1.00. On a pro forma basis after giving effect to the transactions contemplated on the Closing Date, including the borrowing of the full $950,000,000 Term Loan B, the application of proceeds, and the equity contribution from Thornfield Infrastructure Fund III, LP, the Borrower's pro forma Net Leverage Ratio is 5.35x, calculated as follows:
Net Total Debt: $887,500,000 Adjusted EBITDA (LTM as of March 31, 2024): $165,800,000 Pro Forma Net Leverage Ratio: $887,500,000 ÷ $165,800,000 = 5.35x
This is within the maximum permitted ratio of 6.00x.
(ii) Minimum Interest Coverage Ratio: The Credit Agreement requires a Minimum Interest Coverage Ratio of no less than 2.00 to 1.00. The first formal testing date for this covenant is the fiscal quarter ending September 30, 2024. As of the Closing Date, I am not aware of any circumstances or developments that would reasonably be expected to cause non-compliance with this covenant as of the first testing date or any subsequent testing date.
(iii) Maximum Capital Expenditure Limit: The Credit Agreement sets a maximum Capital Expenditure limit of $325,000,000 for fiscal year 2024. The Borrower has not exceeded, and does not expect to exceed, such limit.
I note for completeness that the financial covenants set forth in the Credit Agreement are to be formally tested commencing with the fiscal quarter ending September 30, 2024, and quarterly thereafter. As of the Closing Date, no conditions exist that would reasonably be expected to result in a breach of any such covenant.
Section 4 — Satisfaction of Conditions Precedent
I hereby certify that all conditions precedent to the initial borrowing under the Credit Agreement set forth in Section 4.01 thereof have been satisfied (or, where expressly permitted, waived in accordance with the terms of the Credit Agreement) as of the Closing Date, June 3, 2024, including without limitation each of the following:
(a) Execution and Delivery of Loan Documents
The Credit Agreement has been duly executed and delivered by all parties thereto as of May 15, 2024 and is in full force and effect. The Guarantee Agreement has been duly executed and delivered by Ironhaven Holdings Inc. as Parent Guarantor. The First Lien / Super-Senior Intercreditor Agreement has been duly executed and delivered by Ironhaven Data Centers LLC, Crescent Harbor Bank, N.A. (acting in its capacities as Term Loan Agent and Revolver Agent under the existing Super-Senior Revolving Credit Facility), and Pinnacle Trust Company, N.A. (as Collateral Agent). Each such document constitutes the legal, valid, and binding obligation of the parties thereto, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, and similar laws affecting creditors' rights generally and to equitable principles.
(b) Security Documents
The following US Security Documents have been duly executed and delivered by the applicable Loan Parties:
(i) US Security Agreement (Borrower and Parent Guarantor);
(ii) US Equity Pledge Agreement (Parent Guarantor, pledging 100% of the membership interests of IHDC; and Borrower, pledging 100% of the Geschäftsanteile of Ironhaven Frankfurt GmbH, subject to the limitation in the Credit Agreement);
(iii) Deed of Trust, Assignment of Rents and Leases, Security Agreement, and Fixture Filing (Virginia) covering Tax Parcel Nos. 087-27-1234 and 087-27-1235 in Loudoun County, Virginia;
(iv) Environmental Indemnity Agreement;
(v) Deposit Account Control Agreements with respect to each deposit account of the Borrower and the Parent Guarantor identified in the Credit Agreement;
(vi) IP Security Agreement; and
(vii) Collateral Agent Appointment Agreement.
UCC-1 financing statements have been duly filed as follows:
•  Delaware Secretary of State (covering IHDC as debtor, File No. 2024-3417892; and Ironhaven Holdings Inc. as debtor, File No. 2024-3417908); and
•  Loudoun County Circuit Court (fixture filing covering the Virginia campus, Instrument No. 2024-058471).
The following German security documents have been duly executed (and, where required under German law, notarized before a German notary public (Notar)):
(i) Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag);
(ii) Land Charge Agreement (Grundschuldbestellungsurkunde), providing for the creation of a non-accessory land charge (Grundschuld) over the Frankfurt campus parcel;
(iii) Global Assignment of Receivables (Globalzession);
(iv) Account Pledge Agreement (Kontoverpfändung) over accounts maintained by Ironhaven Frankfurt GmbH at NordBrücke AG;
(v) Security Transfer of Movable Assets (Sicherungsübereignungsvertrag);
(vi) Share Pledge Agreement (Anteilsverpfändungsvertrag) over the Geschäftsanteile in Ironhaven Frankfurt GmbH; and
(vii) Security Purpose Agreement (Sicherungszweckerklärung).
I note that the registration of the Grundschuld with the Grundbuch of Frankfurt am Main (Grundbuchamt) is currently pending and constitutes a post-closing obligation under the Credit Agreement. Such registration is expected to be completed on or before August 31, 2024, in accordance with the post-closing schedule set forth in Schedule 6.14 to the Credit Agreement.
(c) Legal Opinions
The following legal opinions have been delivered to the Administrative Agent and the Collateral Agent:
(i) Calderwood & Harkness LLP: (A) New York and Delaware law opinion regarding due authorization, execution, delivery, and enforceability of the Credit Agreement and the US Loan Documents; (B) US regulatory opinion regarding compliance with applicable regulations; (C) Virginia law opinion regarding the enforceability and perfection of the Deed of Trust and related security interests under Virginia law; and (D) tax opinion regarding certain federal income tax consequences of the transactions contemplated by the Credit Agreement.
(ii) Wendt Falkenberg Rechtsanwälte PartG mbB (Frankfurt am Main): German law opinion regarding the due organization, valid existence, and corporate capacity of Ironhaven Frankfurt GmbH, the enforceability of the German security documents under German law, and the perfection of the security interests created thereunder (subject to customary assumptions, qualifications, and the pending Grundbuch registration).
(d) Organizational Documents and Corporate Authorizations
Certified copies of the organizational documents of each Loan Party have been delivered to the Administrative Agent, including without limitation:
(i) Certificate of Formation and Limited Liability Company Agreement of Ironhaven Data Centers LLC;
(ii) Certificate of Incorporation and Bylaws of Ironhaven Holdings Inc.; and
(iii) Gesellschaftsvertrag (Articles of Association) of Ironhaven Frankfurt GmbH, together with a certified excerpt from the Handelsregister (HRB 129457).
The Secretary's/Officer's Certificate of Ironhaven Data Centers LLC, dated May 15, 2024, delivered by Jonathan Pryce-Williams in his capacity as General Counsel & Secretary, has been delivered, certifying incumbency, specimen signatures, and the adoption of resolutions authorizing the execution, delivery, and performance of the Credit Agreement and the Loan Documents.
Board resolutions of Ironhaven Holdings Inc. duly authorizing (A) the execution, delivery, and performance of the Guarantee Agreement and (B) the pledge of 100% of the membership interests of IHDC pursuant to the US Equity Pledge Agreement have been delivered.
Shareholder resolutions of Ironhaven Data Centers LLC (as sole Gesellschafter of Ironhaven Frankfurt GmbH) duly authorizing the Co-Borrower's entry into the Credit Agreement and the German security documents, including without limitation the Anteilsverpfändungsvertrag and the Grundschuldbestellungsurkunde, have been delivered.
(e) Financial Deliverables
The Solvency Certificate of Rebecca Sung, Chief Financial Officer of the Borrower, dated June 3, 2024, certifying the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement, has been delivered to the Administrative Agent.
The pro forma capitalization of the Borrower and its subsidiaries, after giving effect to the transactions contemplated on the Closing Date, is as follows:
(f) Good Standing and Lien Searches
Certificates of Good Standing have been delivered for the following entities:
(i) Ironhaven Data Centers LLC — State of Delaware (dated May 28, 2024) and Commonwealth of Virginia (dated May 29, 2024); and
(ii) Ironhaven Holdings Inc. — State of Delaware (dated May 28, 2024).
UCC, federal tax lien, judgment, and litigation searches have been completed for all Loan Parties across the States of Delaware, Virginia, and New York. Such searches were conducted by Pemberton Health IT and the results have been delivered to the Administrative Agent. No pre-existing liens, judgments, or pending litigation were identified in such searches, other than the UCC-1 financing statement filed by Greystone Mezzanine Fund II, LP (CUSIP 39817MAB3) with the Delaware Secretary of State, which has been terminated at closing as described in Section 4(g) below.
(g) Payoff of Existing Indebtedness
A payoff letter from Greystone Mezzanine Fund II, LP, dated May 30, 2024, has been received by the Administrative Agent and the Borrower, confirming the total payoff amount of $132,708,333.33, comprising:
•  Outstanding principal: $130,000,000
•  Accrued payment-in-kind (PIK) interest (at 12.50% per annum, through and including the Closing Date): $2,708,333.33
All amounts due and owing under the Greystone mezzanine notes have been (or, simultaneously with the initial borrowing on the Closing Date, will be) paid in full, and all liens of Greystone Mezzanine Fund II, LP in favor of or for the benefit of any holder of the mezzanine notes have been released. A UCC-3 termination statement has been filed with the Delaware Secretary of State terminating Greystone's UCC-1 financing statement, and written confirmation of such release and termination has been delivered to the Administrative Agent.
(h) Insurance.  An insurance compliance certificate from Calloway & Strand Insurance Brokers, Inc. (Patricia Calloway), dated June 1, 2024, has been delivered to the Administrative Agent and the Collateral Agent, confirming that the following insurance policies are in place and meet the requirements of the Credit Agreement:
(i) Builder's risk insurance (Virginia and Frankfurt campuses);
(ii) Property insurance (all risk);
(iii) Commercial general liability insurance; and
(iv) Business interruption insurance.
Each such policy names Pinnacle Trust Company, N.A., as Collateral Agent, as loss payee and/or additional insured, as required by the Credit Agreement, and the applicable endorsements have been delivered.
(i) Title Insurance and Surveys
An ALTA Lender's Title Insurance Policy has been issued by Keystone Title Guaranty Company in the 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, on the Virginia campus real property (Tax Parcel Nos. 087-27-1234 and 087-27-1235, Loudoun County, Virginia). Such policy is in form and substance satisfactory to the Administrative Agent and the Collateral Agent, contains no survey exceptions or title exceptions not approved by the Administrative Agent, and has been delivered together with all required endorsements.
ALTA/NSPS land title surveys and legal description certificates for Loudoun County Tax Parcel Nos. 087-27-1234 and 087-27-1235 have been prepared by a duly licensed surveyor and delivered to the Administrative Agent, the Collateral Agent, and Keystone Title Guaranty Company.
(j) Environmental and Appraisal Reports
Phase I and Phase II environmental site assessment reports, prepared by Greenline Environmental Solutions, Inc. (Dr. Ramon Quelibo, Principal), in accordance with ASTM Standard Practice E 1527-21 (Phase I) and ASTM Standard Practice E 1903-19 (Phase II), have been delivered for both the Virginia campus and the Frankfurt campus. Such reports did not identify any recognized environmental conditions requiring further investigation or remediation that could reasonably be expected to have a Material Adverse Effect.
MAI-designated appraisals from Meridian Valuation Group, LLC (Howard Finch, MAI, Senior Managing Director) have been delivered for both campuses. Such appraisals were prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Credit Agreement, and the appraised values support the loan-to-value requirements set forth therein.
(k) KYC, Sanctions, and Regulatory Compliance
The following know-your-customer ("KYC"), sanctions, and regulatory compliance deliverables have been provided:
(i) A Beneficial Ownership Certification in compliance with the Financial Crimes Enforcement Network ("FinCEN") Customer Due Diligence Rule (31 C.F.R. § 1010.230) has been delivered by the Borrower to each Lender.
(ii) Confirmation of Ironhaven Frankfurt GmbH's filing with the German Transparency Register (Transparenzregister) pursuant to the GwG has been delivered.
(iii) Each Lender has delivered to the Administrative Agent its KYC/OFAC Compliance Certificate confirming that such Lender has completed its own due diligence with respect to the Loan Parties and their beneficial owners.
(iv) OFAC screening against the Specially Designated Nationals and blocked Persons List (SDN List) and the Sectoral Sanctions Identifications List (SSI List), European Union Consolidated Sanctions List screening, and UK HM Treasury/Office of Financial Sanctions Implementation (OFSI) screening (the latter being required specifically with respect to Osprey Insurance Capital, Ltd., a UK-based Lender) have each been completed with satisfactory results — no Sanctioned Persons were identified.
(v) Osprey Insurance Capital, Ltd. has delivered its enhanced sanctions representations side letter, dated May 28, 2024, providing additional representations regarding compliance with UK sanctions laws and the UK Money Laundering, Terrorist Financing and Transfer of Funds (Information on the Payer) Regulations 2017.
(l) Fee Payments
All fees due and payable on the Closing Date have been paid, or will be paid from the proceeds of the Term Loan simultaneously with the initial borrowing on the Closing Date, in accordance with the Credit Agreement and the Fee Letter, including without limitation:
(m) Funds Flow
The Funds Flow Memorandum, dated June 2, 2024, has been agreed upon by all parties to the Credit Agreement, and the sources and uses of funds are as follows:
Sources:
Uses:
Total sources equal total uses. The Funds Flow Memorandum includes all wire transfer instructions, account details, and timing of transfers, and has been confirmed by all applicable parties.
(n) Ratings.  A private credit estimate from Sentinel Ratings International, LLC (Lorraine Dupont, Managing Director, Infrastructure Finance), dated May 22, 2024, has been provided to the syndicate for syndication purposes in accordance with the terms of the Credit Agreement and the Engagement Letter. Such credit estimate has been shared with each Lender on a confidential basis.
(o) Other Conditions
Promissory Notes have been duly executed by the Borrower (and, with respect to the Co-Borrower's obligations, the Co-Borrower) and delivered to each Lender in the following principal amounts:
Escrow agreements have been duly executed by the applicable parties for the following construction escrows:
(i) Virginia Campus Construction Escrow ($475,000,000), with Pinnacle Trust Company, N.A. serving as escrow agent; and
(ii) Frankfurt Campus Construction Escrow (€253,571,429), with NordBrücke AG serving as escrow agent.
Each such escrow agreement is in form and substance satisfactory to the Administrative Agent and the Collateral Agent and has been delivered to the Administrative Agent.
Section 5 — No Material Adverse Change
I hereby certify that, since March 31, 2024 (the date of the most recent financial statements of the Borrower and its subsidiaries delivered to the Administrative Agent prior to the Closing Date), there has been no change, event, occurrence, condition, or development that has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the business, operations, properties, assets, financial condition, or prospects of the Borrower and its subsidiaries, taken as a whole. No event has occurred that, individually or in the aggregate, has resulted in or could reasonably be expected to result in any material impairment of the Loan Parties' ability to perform their respective obligations under the Credit Agreement or the other Loan Documents.
Section 6 — Solvency Confirmation
Reference is made to the separate Solvency Certificate delivered by Rebecca Sung, Chief Financial Officer of the Borrower, dated June 3, 2024, certifying the solvency of the Borrower and its subsidiaries on a consolidated basis after giving effect to the transactions contemplated by the Credit Agreement, including without limitation the incurrence of the Term Loan, the payoff of the Greystone mezzanine notes, the payment of transaction fees and expenses, and the receipt of the equity contribution from Thornfield Infrastructure Fund III, LP. A copy of such Solvency Certificate has been delivered to the Administrative Agent contemporaneously herewith.
I have reviewed such Solvency Certificate, and I have no reason to believe that the Borrower or any of its subsidiaries is not solvent as of the Closing Date after giving effect to such transactions. Nothing has come to my attention that would cause me to believe that any of the certifications contained in such Solvency Certificate are inaccurate or incomplete in any material respect.
Section 7 — Post-Closing Items Acknowledgment
I hereby acknowledge that the following post-closing items remain outstanding as of the Closing Date and are to be completed within the timeframes specified in the Credit Agreement (including, where applicable, Schedule 6.14 thereto):
(i) German *Grundbuch* Registration: Registration of the Grundschuld over the Frankfurt campus parcel (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789) with the competent Grundbuchamt is currently pending. The notarized Grundschuldbestellungsurkunde has been submitted to the Grundbuchamt, and registration is expected to be completed on or before August 31, 2024. The Borrower and the Co-Borrower shall use commercially reasonable efforts to cause such registration to be completed within such timeframe and shall promptly deliver to the Administrative Agent and the Collateral Agent a certified copy of the Grundbuchauszug reflecting such registration upon receipt thereof.
(ii) Supplemental UCC Continuation Filings: Any supplemental UCC-1 continuation statements or amendments as may be required to maintain the perfection and priority of the security interests created under the US Security Documents shall be filed within the timeframes required by applicable law.
(iii) Recorded Deed of Trust: Final recorded copies of the Virginia Deed of Trust, as returned by the Loudoun County Circuit Court Clerk's Office bearing the recording stamp, file number, and date of recordation, shall be delivered to the Administrative Agent and the Collateral Agent promptly upon receipt by the Borrower or its counsel.
The Borrower shall comply with all post-closing obligations within the timeframes specified in the Credit Agreement and shall promptly notify the Administrative Agent of the completion of each such item.
Section 8 — Miscellaneous Provisions
This Certificate is being delivered to the Administrative Agent at the following address:
Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Martin Gallagher, Managing Director, Syndicated Loan Agency / Thomas Beckett, Vice President, Loan Operations & Agency Services
and to the Collateral Agent at the following address:
Pinnacle Trust Company, N.A. 101 Constitution Avenue NW Washington, D.C. 20001
Attention: William Hargrove, Vice President, Corporate Trust & Agency Services
This Certificate, and the certifications, representations, and statements contained herein, may be relied upon by the Administrative Agent, the Collateral Agent, and each Lender party to the Credit Agreement, and their respective successors and permitted assigns, in connection with the initial borrowing under the Credit Agreement on the Closing Date.
This Certificate may be executed in counterparts (including by facsimile or electronic transmission in portable document format (.pdf)), each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.
This Certificate and the rights and obligations of the parties hereto shall be governed by, and construed and interpreted in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
[Signature Page Follows]
[SIGNATURE PAGE TO OFFICER'S CLOSING CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed this Officer's Closing Certificate as of the date first written above.
IRONHAVEN DATA CENTERS LLC
By: ________
Name: Jonathan Pryce-Williams
Title: General Counsel & Secretary
Date: June 3, 2024
[ACKNOWLEDGMENT OF RECEIPT]
Receipt of the foregoing Officer's Closing Certificate is hereby acknowledged:
CRESCENT HARBOR BANK, N.A., as Administrative Agent
By: ________
Name: Thomas Beckett
Title: Vice President, Loan Operations & Agency Services
Date: June 3, 2024
Source / Item | Amount
Senior Secured Term Loan B | $950,000,000
Existing Super-Senior Revolving Credit Facility (committed / undrawn) | $100,000,000 ($0 drawn)
Less: Unrestricted Cash | ($62,500,000)
Net Total Debt | $887,500,000
Equity Contribution from Thornfield Infrastructure Fund III, LP | $410,000,000
Total Capitalization | $1,360,000,000
Fee | Payee | Amount
Arrangement Fee | Crescent Harbor Bank, N.A. | $14,250,000
Ticking Fee (March 15, 2024 – June 3, 2024; 80 days at 0.25% per annum on $950,000,000) | Crescent Harbor Bank, N.A. | $527,778
Administrative Agent Fee (Year 1) | Crescent Harbor Bank, N.A. | $175,000
Collateral Agent Fee (Year 1) — Domestic | Pinnacle Trust Company, N.A. | $125,000
Collateral Agent Fee (Year 1) — German Security Trustee | Pinnacle Trust Company, N.A. | $75,000
Total Closing Date Fees | $15,152,778
Source | Amount
Term Loan B (net proceeds after 50 bps OID) | $945,250,000
Thornfield Infrastructure Fund III, LP Equity Contribution | $410,000,000
Total Sources | $1,355,250,000
Use | Amount
Virginia Campus Construction (Phase I) Escrow | $475,000,000
Frankfurt Campus Construction (Phase I) Escrow (€253,571,429 equivalent) | $275,000,000
Payoff of Greystone Mezzanine Notes | $132,708,333.33
Transaction Fees and Expenses | $32,500,000
Closing Date Fee Payments | $15,152,778
Working Capital and General Corporate Purposes | $14,888,888.67
Unrestricted Cash (Balance Sheet) | $410,000,000
Total Uses | $1,355,250,000
Lender | Principal Amount
Crescent Harbor Bank, N.A. | $200,000,000
Ridgeline National Bank | $175,000,000
Marlowe Asset Management Meridian Capital, LLC | $150,000,000
Atlas Peak Credit Partners, LP | $125,000,000
NordBrücke AG | $150,000,000
Pacific Rim Institutional Lending Corp. | $75,000,000
Osprey Insurance Capital, Ltd. | $75,000,000
Total | $950,000,000

OFFICER'S CLOSING CERTIFICATE

CUSIP: 46283LAA5

IRONHAVEN DATA CENTERS LLC

Record

Parties

Dates

Amounts