1043-00001 · Ironhaven Holdings · Closing

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004

Telephone: (212) 455-7000 Facsimile: (212) 455-7001 www.calderwoodharkness.com

June 10, 2024

Matter No.: 1043-00001 Billing Code: IHDC-TLB-2024

Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147

Re: $950,000,000 Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto — Post-Closing Matters

CUSIP: 46283LAA5 Crescent Harbor Deal Reference: CHB-LF-2024-0287

Dear Jonathan:

1. Opening / Transmittal

On behalf of Calderwood & Harkness LLP, we are pleased to congratulate you, the entire Ironhaven team, and the Thornfield Capital Partners team on the successful closing of the $950,000,000 Senior Secured Term Loan B facility (the "Term Loan B" or the "Facility"). As you know, the Credit Agreement governing the Facility was executed on May 15, 2024 (the "Signing Date"), with a delayed draw and closing occurring on June 3, 2024 (the "Closing Date"), upon the satisfaction of all conditions precedent set forth in Article IV of the Credit Agreement and the completion of funding by all Lenders.

The purpose of this letter is threefold: (i) to transmit to you two complete sets of executed original documents from the closing, organized in binder form; (ii) to summarize the key post-closing obligations of Ironhaven Data Centers LLC ("IHDC" or the "Borrower") arising under the Credit Agreement and the related Loan Documents; and (iii) to provide a consolidated compliance calendar to assist your team in tracking upcoming deadlines and deliverables. This letter is intended to supplement, and should be read in conjunction with, the Closing Memorandum dated June 3, 2024, which was previously circulated to all parties and their respective counsel.

Copies of this letter are being provided to Marcus Delaine (Chief Executive Officer), Rebecca Sung (Chief Financial Officer), and Natasha Greenfeld (Vice President, Treasury & Capital Markets), as well as to other individuals identified in the distribution list below. We encourage you to circulate this letter internally to any additional members of the IHDC team who will have responsibility for monitoring compliance with the ongoing obligations described herein.

Capitalized terms used but not defined in this letter have the meanings assigned to them in the Credit Agreement unless otherwise indicated.

2. Transmittal of Executed Original Documents

2.1 Overview. Enclosed with this letter are two (2) complete binder sets containing executed originals and/or certified copies, as applicable, of all Closing Date documents delivered in connection with the Term Loan B. The documents are organized by category in a manner consistent with the closing agenda circulated prior to the Closing Date. Each binder is tabbed and indexed for ease of reference. We recommend that IHDC retain one set in secure storage at its principal offices and place a second set in an off-site secure location or with a designated records custodian.

Calderwood & Harkness retains copies of all executed documents in our matter files under Matter No. 1043-00001. In addition, digital copies of all executed documents have been uploaded to the firm's secure deal portal and are accessible using the matter number referenced above. Should you require additional copies or replacement documents at any time, please do not hesitate to contact us.

2.2 Index of Transmitted Documents

The following is a complete index of all documents transmitted herewith, organized by category:

A. Core Loan Documents.

1. Credit Agreement (execution version, dated May 15, 2024) — three (3) executed originals, each bearing original signatures of all parties, together with all exhibits, schedules, and annexes thereto.

2. Guarantee Agreement, dated as of the Closing Date, executed by Ironhaven Holdings Inc. (as Parent Guarantor) in favor of Crescent Harbor Bank, N.A. (as Administrative Agent) for the benefit of the Secured Parties.

3. First Lien / Super-Senior Intercreditor Agreement, dated as of the Closing Date, among IHDC, Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent under the Term Loan B and as agent under the existing $100,000,000 Super-Senior Revolving Credit Facility, dated as of March 12, 2023), and Pinnacle Trust Company, N.A. (as Collateral Agent), setting forth the relative lien priorities and enforcement rights as between the Super-Senior Revolving Credit Facility and the Term Loan B.

4. Promissory Notes (master form with individual lender commitment amounts), executed by IHDC in favor of each Lender, in the following respective commitment amounts:

5. Solvency Certificate of Rebecca Sung (Chief Financial Officer of IHDC), dated as of June 3, 2024, delivered in accordance with Section 4.01(j) of the Credit Agreement.

6. Officer's Closing Certificate of IHDC, dated as of June 3, 2024, certifying the satisfaction of all conditions precedent to closing and the accuracy of representations and warranties as of the Closing Date.

B. US Security Documents.

7. US Pledge and Security Agreement, dated as of the Closing Date, executed by IHDC and Ironhaven Holdings Inc. in favor of Pinnacle Trust Company, N.A. (as Collateral Agent for the benefit of the Secured Parties), granting a first-priority security interest in substantially all personal property assets of each Grantor, including accounts, equipment, inventory, general intangibles, payment intangibles, instruments, chattel paper, deposit accounts, and investment property.

8. Equity Interest Pledge Agreement, dated as of the Closing Date, pursuant to which (a) Ironhaven Holdings Inc. pledged 100% of the membership interests in IHDC to the Collateral Agent, and (b) IHDC pledged 100% of the equity interests in Ironhaven Frankfurt GmbH ("IHDC Frankfurt") to the Collateral Agent, in each case subject to the limitations on foreign subsidiary pledges set forth in Section 5.12 of the Credit Agreement.

9. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, executed by IHDC, as Grantor, in favor of Pinnacle Trust Company, N.A. (as Collateral Agent), recorded in the land records of Loudoun County, Virginia, encumbering the real property commonly known as the Ironhaven Ashburn I Campus, consisting of Tax Parcel Nos. 087-27-1234 and 087-27-1235, comprising approximately 142 acres in Loudoun County, Virginia (the "Virginia Campus").

10. Environmental Indemnity Agreement, dated as of the Closing Date, executed by IHDC in favor of Pinnacle Trust Company, N.A. (as Collateral Agent), with respect to the Virginia Campus.

11. Deposit Account Control Agreements, dated as of the Closing Date, executed among IHDC, Pinnacle Trust Company, N.A. (as Collateral Agent), and Crescent Harbor Bank, N.A. (as Depositary Bank), with respect to all deposit accounts of IHDC maintained at Crescent Harbor Bank, N.A.

12. intellectual Property Security Agreement, dated as of the Closing Date, executed by IHDC in favor of Pinnacle Trust Company, N.A. (as Collateral Agent), granting a first-priority security interest in all intellectual property of IHDC, including patents, trademarks, copyrights, and related licenses, together with short-form filings with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.

13. Collateral Agent Appointment Agreement, dated as of the Closing Date, pursuant to which Pinnacle Trust Company, N.A. was appointed as Collateral Agent under the Term Loan B and related Loan Documents, setting forth the rights, duties, immunities, and exculpation provisions applicable to the Collateral Agent.

C. German Security Documents.

14. German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), dated as of the Closing Date, executed by IHDC Frankfurt in favor of Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee), establishing the parallel debt (abstrakte Schuld) structure required under German law for the creation and enforcement of security interests by a trustee on behalf of multiple Lenders.

15. German Land Charge Agreement (Grundschuldbestellungsurkunde), notarized on May 28, 2024, by Notar Dr. Heinrich Brandt (Notariat Frankfurt am Main, URNr. 487/2024), granting a book land charge (Buchgrundschuld) in favor of Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee) over the Frankfurt campus parcel registered in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares (the "Frankfurt Campus"). This land charge is subject to registration in the Grundbuch, which is currently pending (see Section 3.2 below).

16. German Global Assignment of Receivables (Globalzession), dated as of the Closing Date, executed by IHDC Frankfurt in favor of the Security Trustee, assigning all present and future trade receivables of IHDC Frankfurt as security for the Secured Obligations.

17. German Account Pledge Agreement (Kontoverpfändung), dated as of the Closing Date, executed by IHDC Frankfurt in favor of the Security Trustee, pledging all accounts of IHDC Frankfurt maintained at NordBrücke AG.

18. German Security Transfer of Movable Assets (Sicherungsübereignungsvertrag), dated as of the Closing Date, executed by IHDC Frankfurt in favor of the Security Trustee, transferring ownership of all movable assets of IHDC Frankfurt (including servers, networking equipment, cooling infrastructure, backup generators, and other data center equipment) by way of security.

19. German Share Pledge Agreement (Anteilsverpfändungsvertrag), notarized on May 28, 2024, by Notar Dr. Heinrich Brandt (Notariat Frankfurt am Main, URNr. 488/2024), pledging 100% of the shares in IHDC Frankfurt (registered at the Amtsgericht Frankfurt am Main under HRB 129457) in favor of the Security Trustee. This share pledge is subject to registration in the shareholders' list (Gesellschafterliste) at the Amtsgericht Frankfurt am Main (see Section 3.2 below).

20. German Security Purpose Agreement (Sicherungszweckerklärung), dated as of the Closing Date, executed by IHDC Frankfurt, defining the secured obligations and the conditions for enforcement and release of the German security interests.

D. Legal Opinions.

21. Calderwood & Harkness LLP — New York and Delaware Law Opinion, dated June 3, 2024, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining on the due authorization, execution, delivery, and enforceability of the Loan Documents under the laws of the State of New York and the State of Delaware, as well as the creation and perfection of security interests in personal property under the Uniform Commercial Code as in effect in the State of Delaware.

22. Calderwood & Harkness LLP — US Regulatory Opinion, dated June 3, 2024, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining that (a) IHDC is not an "investment company" required to be registered under the Investment Company Act of 1940, as amended; (b) the transactions contemplated by the Loan Documents do not violate the margin regulations of the Board of Governors of the Federal Reserve System (Regulations T, U, and X); and (c) the interest rate provisions of the Credit Agreement do not violate applicable usury statutes.

23. Calderwood & Harkness LLP — Virginia Law Opinion, dated June 3, 2024, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining on the enforceability of the Deed of Trust and related real property security documents under the laws of the Commonwealth of Virginia.

24. Calderwood & Harkness LLP — Tax Opinion, dated June 3, 2024, prepared by Sylvia Hartwell (Specialist Partner, Tax), addressed to the Administrative Agent and the Lenders, opining on (a) the characterization of the Term Loan B as indebtedness for US federal income tax purposes, and (b) the withholding analysis under Sections 871(h), 881(c), and 1441–1446 of the Internal Revenue Code with respect to interest payments made to NordBrücke AG (a German-organized institution claiming benefits under the US-Germany Income Tax Treaty) and Osprey Insurance Capital, Ltd. (a Bermuda-organized entity).

25. Wendt Falkenberg Rechtsanwälte — German Law Opinion, dated June 3, 2024, prepared by Dr. Lukas Wendt and Julia Falkenberg, addressed to the Administrative Agent, the Security Trustee, and the Lenders, opining on (a) the corporate capacity and due authorization of IHDC Frankfurt under German law, (b) the enforceability of the German security documents, and (c) the creation and (upon registration, as applicable) perfection of the German security interests, including the Grundschuld and the share pledge.

E. Closing Deliverables.

26. Funds Flow Memorandum, dated June 3, 2024, setting forth the sources and uses of funds on the Closing Date, as follows:

27. Payoff Letter from Greystone Mezzanine Fund II, LP, dated June 3, 2024, confirming the total payoff amount of $132,708,333.33 (comprising $130,000,000 in outstanding principal and $2,708,333.33 in accrued paid-in-kind interest through the Closing Date), together with wire instructions and a commitment to deliver lien release documentation upon receipt of funds.

28. UCC-3 Termination Statement (Greystone lien release), filed with the Delaware Secretary of State on June 3, 2024, terminating the UCC-1 financing statement previously filed by Greystone Mezzanine Fund II, LP against IHDC and releasing all liens securing the Greystone mezzanine notes.

29. Escrow Agreement — Virginia Campus Construction, dated as of the Closing Date, among IHDC, Pinnacle Trust Company, N.A. (as Escrow Agent), and Crescent Harbor Bank, N.A. (as Administrative Agent), providing for the deposit of $475,000,000 in construction escrow for the development of the Ironhaven Ashburn I Campus, with disbursement subject to the draw conditions set forth therein.

30. Escrow Agreement — Frankfurt Campus Construction, dated as of the Closing Date, among IHDC Frankfurt, NordBrücke AG (as Frankfurt Escrow Bank), and Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee), providing for the deposit of €253,571,429 in construction escrow for the development of the Ironhaven Frankfurt I Campus, with disbursement subject to the draw conditions set forth therein and governed by German law.

31. Insurance Compliance Certificate, dated June 3, 2024, issued by Calloway & Strand Insurance Brokers, Inc., certifying that all required insurance policies are in effect and that Pinnacle Trust Company, N.A. (as Collateral Agent) has been designated as loss payee and additional insured on all applicable policies, in compliance with the insurance requirements set forth in Article V of the Credit Agreement.

32. Title Insurance Policy, issued by Keystone Title Guaranty Company, Policy No. KTG-2024-VA-00841, in the amount of $475,000,000, insuring the first-priority lien of the Deed of Trust on the Virginia Campus, subject to the standard exclusions and exceptions set forth on Schedule B thereto.

33. Organizational Documents Package, comprising the following for each Loan Party:

(a) Certified copies of the certificate of formation (or equivalent organizational document) of IHDC and Ironhaven Holdings Inc. (each a Delaware limited liability company or corporation, as applicable), certified by the Delaware Secretary of State;

(b) Certified copies of the operating agreement (or bylaws, as applicable) of each US Loan Party;

(c) Certified copy of the Gesellschaftsvertrag (articles of association) of IHDC Frankfurt, together with an extract from the Handelsregister (commercial register) of the Amtsgericht Frankfurt am Main confirming registration under HRB 129457;

(d) Secretary's and Officer's Certificates of each Loan Party, certifying the incumbency and specimen signatures of authorized signatories, attaching copies of all board and shareholder resolutions authorizing the execution, delivery, and performance of the Loan Documents;

(e) Good standing certificates (or equivalent) for each US Loan Party, issued by the Delaware Secretary of State and, with respect to IHDC, the Virginia State Corporation Commission, each dated within thirty (30) days of the Closing Date.

F. Sanctions & KYC Documentation.

34. Lender KYC/OFAC Compliance Certificates from each of the seven Lenders, confirming completion of all "know your customer" and anti-money laundering due diligence and compliance with the requirements of the USA PATRIOT Act and the regulations administered by the Office of Foreign Assets Control ("OFAC") of the US Department of the Treasury.

35. Beneficial Ownership Certification (FinCEN Customer Due Diligence Rule, 31 C.F.R. § 1010.230), executed by IHDC, identifying each individual who directly or indirectly owns 25% or more of the equity interests of IHDC and each individual with significant management responsibility.

36. Transparenzregister Filing Confirmation — IHDC Frankfurt, confirming that the requisite beneficial ownership information has been filed with the German Transparency Register (Transparenzregister) in accordance with Section 20 of the German Money Laundering Act (Geldwäschegesetz, "GwG").

37. Osprey Insurance Capital, Ltd. — Sanctions Representations Side Letter, dated as of the Closing Date, executed by Osprey Insurance Capital, Ltd., providing additional representations and warranties regarding its compliance with applicable sanctions laws and confirming that it is not a Sanctioned Person and that no proceeds of the Term Loan B will be used in violation of applicable sanctions.

G. Tax Documentation.

38. IRS Form W-8BEN-E Package, consisting of properly completed and executed IRS Forms W-8BEN-E from NordBrücke AG (claiming benefits under the income tax treaty between the United States and the Federal Republic of Germany) and Osprey Insurance Capital, Ltd. (providing applicable certifications for purposes of determining withholding requirements under Sections 1441–1446 of the Internal Revenue Code), together with all required attachments and supporting documentation.

2.3 Note on Retention

We strongly recommend that IHDC store the original executed documents in a secure, climate-controlled location with restricted access, such as a fireproof vault or bank safe deposit box. In the event of any dispute or enforcement action, possession of original executed documents, particularly the promissory notes and the notarized German security documents, may be of material importance. Calderwood & Harkness retains copies of all executed documents in our matter files and will maintain such copies in accordance with the firm's document retention policies. Digital copies of all executed documents are also available on the firm's secure deal portal, accessible at any time by referencing Matter No. 1043-00001. Please contact Daniel Obi or Lisa Morrow to request portal access credentials for any additional members of your team.

3. Post-Closing Obligations

Set forth below is a detailed summary of the principal post-closing obligations of IHDC and the other Loan Parties under the Credit Agreement and the related Loan Documents. This summary is for informational and convenience purposes only and is not intended to be, and should not be construed as, a comprehensive restatement of all obligations arising under the Loan Documents. IHDC and its counsel should continue to refer to the Credit Agreement and the other Loan Documents themselves for the complete and definitive terms of all obligations.

3.1 UCC Continuation Filings

In connection with the closing, UCC-1 financing statements were filed with the Delaware Secretary of State against each of IHDC and Ironhaven Holdings Inc. as debtors, covering substantially all personal property of each such entity, and a fixture filing was recorded in the land records of the Loudoun County Circuit Court with respect to fixtures located at the Virginia Campus.

Under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. § 9-515), a UCC-1 financing statement is effective for a period of five (5) years from the date of filing, unless a continuation statement (UCC-3) is filed within the six-month window immediately preceding the expiration of such five-year period. Failure to timely file a continuation statement will result in the lapse of the financing statement and the loss of perfection of the security interests evidenced thereby. The filing date for all UCC-1 financing statements was June 3, 2024. Accordingly, the five-year effectiveness period will expire on June 3, 2029, and continuation statements must be filed during the six-month window commencing December 3, 2028 and ending June 3, 2029.

Calderwood & Harkness recommends that IHDC calendar this obligation no later than November 2028 and engage outside counsel (whether this firm or successor counsel) to prepare and file UCC-3 continuation statements with both the Delaware Secretary of State and the Loudoun County Circuit Court (for the fixture filing) during the applicable window. The fixture filing in Loudoun County is subject to the same five-year lapse period and continuation requirements under the Virginia Uniform Commercial Code (Va. Code § 8.9A-515).

We also note that Pinnacle Trust Company, N.A. (as Collateral Agent) may have independent obligations under the Collateral Agent Appointment Agreement and the US Pledge and Security Agreement to monitor the effectiveness of UCC filings and to ensure continuity of perfection. IHDC should coordinate with William Hargrove (SVP, Corporate Trust) at Pinnacle Trust to confirm the respective responsibilities of the Collateral Agent and the Loan Parties with respect to continuation filings and to avoid any gap in perfection.

3.2 German Grundbuch Registration Confirmation

The notarized Grundschuld (book land charge) over the Frankfurt Campus parcel (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, approximately 18.7 hectares) was submitted to the Grundbuchamt (land registry) of Frankfurt am Main following notarization on May 28, 2024. As of the date of this letter, registration of the Grundschuld in the Grundbuch has not yet been completed. Based on the typical processing timeline of the Grundbuchamt Frankfurt am Main, which generally ranges from six (6) to ten (10) weeks from the date of submission, we anticipate that registration will be completed by approximately August 2024.

Wendt Falkenberg Rechtsanwälte (Dr. Lukas Wendt and Julia Falkenberg), our German law correspondents who prepared the German security documentation and rendered the German law opinion, are actively monitoring the registration process and will provide confirmation of the Grundbuch entry upon completion. Upon receipt of the registered Grundbuch extract (Grundbuchauszug), Calderwood & Harkness will promptly forward copies to Crescent Harbor Bank, N.A. (as Administrative Agent) and Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee).

Under Section 5.15(b) of the Credit Agreement, confirmation of Grundbuch registration is a required post-closing deliverable that must be delivered to the Administrative Agent within ninety (90) days of the Closing Date — that is, on or before September 1, 2024. We are currently on track to meet this deadline, but we will continue to monitor progress and will promptly notify you of any delay.

Similarly, the notarized German Share Pledge (Anteilsverpfändungsvertrag) over 100% of the shares in IHDC Frankfurt requires registration of the updated shareholders' list (Gesellschafterliste) reflecting the pledge notation at the Amtsgericht Frankfurt am Main (commercial register, HRB 129457). Wendt Falkenberg is coordinating this filing and expects registration to be completed within a similar timeframe. Confirmation of share pledge registration is also required within ninety (90) days of the Closing Date under Section 5.15(c) of the Credit Agreement.

3.3 Annual Insurance Certificate Delivery

Pursuant to Section 5.06 of the Credit Agreement, IHDC is required to deliver to the Administrative Agent evidence of insurance renewal on an annual basis. The required policies include, without limitation: (a) builder's risk insurance (during the construction phase of each campus); (b) property insurance (upon completion of construction); (c) comprehensive general liability insurance; and (d) business interruption insurance, in each case covering both the Virginia Campus and the Frankfurt Campus and in amounts and with deductibles satisfying the requirements set forth in Schedule 5.06 to the Credit Agreement.

All required policies must name Pinnacle Trust Company, N.A. (as Collateral Agent) as loss payee and additional insured, as applicable. Notices to the Administrative Agent in connection with insurance deliveries should be directed to Thomas Beckett, VP, Loan Operations & Agency Services, at Crescent Harbor Bank, N.A. (address set forth in Section 5 below).

IHDC's insurance broker, Calloway & Strand Insurance Brokers, Inc. (contact: Patricia Calloway), was instrumental in preparing the Insurance Compliance Certificate delivered at closing and should be engaged to coordinate annual policy renewals and the preparation of updated insurance certificates. The first annual delivery of insurance evidence is due on or before the first anniversary of the Closing Date (June 3, 2025) or upon renewal of existing policies, whichever is earlier. We recommend coordinating with Natasha Greenfeld (VP, Treasury & Capital Markets) to establish internal tracking and reminder systems for this recurring obligation.

3.4 Quarterly Compliance Certificates

Under Section 5.04(c) of the Credit Agreement, IHDC is required to deliver to the Administrative Agent a quarterly compliance certificate, substantially in the form attached as Exhibit D to the Credit Agreement, executed by the Chief Financial Officer (currently Rebecca Sung). Each compliance certificate must be delivered within forty-five (45) days following the end of each fiscal quarter.

The first testing date for the financial covenants under the Credit Agreement is the fiscal quarter ending September 30, 2024. Accordingly, the first quarterly compliance certificate must be delivered no later than November 14, 2024 (being forty-five days after September 30, 2024).

Each quarterly compliance certificate must certify compliance with the following financial covenants:

(a) Maximum Net Leverage Ratio of 6.00 to 1.00, calculated as the ratio of Consolidated Total Net Debt to Consolidated Adjusted EBITDA for the trailing four-quarter period ending on such testing date;

(b) Minimum Interest Coverage Ratio of 2.00 to 1.00, calculated as the ratio of Consolidated Adjusted EBITDA to Consolidated Cash Interest Expense for the trailing four-quarter period ending on such testing date; and

(c) Maximum Annual Capital Expenditure of $325,000,000 for fiscal year 2024 and $250,000,000 for fiscal year 2025 and each fiscal year thereafter, with an automatic carry-forward of up to 25% of any unused amounts from the immediately preceding fiscal year.

In addition to the financial covenant certifications, each quarterly compliance certificate must include a certification by the Chief Financial Officer that (i) no Event of Default or Default has occurred and is continuing (or, if any Event of Default or Default has occurred and is continuing, specifying the nature thereof and the actions being taken or proposed to be taken in respect thereof); and (ii) the representations and warranties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects as of the date of such certificate (or, in the case of representations and warranties that are qualified by materiality or Material Adverse Effect, in all respects), except to the extent that such representations and warranties expressly relate to a specific earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date.

3.5 Quarterly Amortization Payments

The Term Loan B is subject to scheduled amortization of 1.00% per annum of the original aggregate principal amount, payable in equal quarterly installments. The aggregate quarterly amortization payment is $2,375,000 (calculated as $950,000,000 multiplied by 1.00%, divided by four quarterly installments per year).

For purposes of the dual-currency structure of the Facility, the quarterly amortization is allocated as follows:

(a) USD Tranche: Quarterly amortization of $1,687,500 (calculated as $675,000,000 multiplied by 1.00%, divided by four); and

(b) EUR Sub-Tranche: Quarterly amortization of €633,928.57 (calculated as €253,571,429 multiplied by 1.00%, divided by four).

The first quarterly amortization payment is due on September 3, 2024. Subsequent quarterly amortization payments are due on December 3, 2024, March 3, 2025, June 3, 2025, and on each successive quarterly anniversary thereafter through the Maturity Date. All amortization payments are to be made to Crescent Harbor Bank, N.A. (as Administrative Agent) in accordance with the wire instructions set forth in the Credit Agreement, for distribution to the Lenders on a pro rata basis.

3.6 Annual Financial Statement Delivery

Under Section 5.04(a) of the Credit Agreement, IHDC is required to deliver to the Administrative Agent audited consolidated annual financial statements within ninety (90) days following the end of each fiscal year. The audited financial statements must be prepared in accordance with GAAP, audited by an independent registered public accounting firm of recognized national standing, and accompanied by an unqualified opinion of such firm. IHDC's independent auditor is currently Ashford & Mercer LLP (Angela Whitfield, Audit Partner). The first delivery of audited annual financial statements under the Credit Agreement will be for the fiscal year ending December 31, 2024, and must be delivered on or before March 31, 2025.

In addition, under Section 5.04(b) of the Credit Agreement, IHDC is required to deliver unaudited quarterly financial statements to the Administrative Agent within forty-five (45) days following the end of each fiscal quarter, commencing with the fiscal quarter ending September 30, 2024. The quarterly financial statements must include a consolidated balance sheet and consolidated statements of income and cash flows, and must be certified by the Chief Financial Officer as presenting fairly, in all material respects, the financial condition and results of operations of IHDC and its subsidiaries in accordance with GAAP (subject to year-end audit adjustments and the absence of footnotes).

3.7 Excess Cash Flow Sweep

Section 2.11(c) of the Credit Agreement provides for an annual mandatory prepayment based on Excess Cash Flow, commencing with the fiscal year ending December 31, 2024. The applicable prepayment percentage is determined based on the Net Leverage Ratio as of the end of the relevant fiscal year, as follows:

The Excess Cash Flow prepayment amount is due within ten (10) business days following the delivery of the audited annual financial statements for the applicable fiscal year. Accordingly, for fiscal year 2024, the Excess Cash Flow prepayment (if any) will be due within ten (10) business days after delivery of the FY2024 audited financial statements (which are due by March 31, 2025). IHDC should work closely with its finance and treasury teams to model projected Excess Cash Flow and ensure that adequate liquidity is available to satisfy this obligation.

3.8 Change of Control Monitoring

Section 2.11(a) of the Credit Agreement requires a mandatory prepayment of all outstanding Term Loans at a price equal to 101% of the outstanding principal amount, plus accrued and unpaid interest, upon the occurrence of a Change of Control. A "Change of Control" is defined in the Credit Agreement to include, among other things, any event or circumstance in which Thornfield Capital Partners, LP (or its Permitted Affiliates) ceases to hold, directly or indirectly, more than 50% of the total voting equity interests of Ironhaven Holdings Inc.

Given the significance of this provision and the substantial prepayment obligation it triggers, we recommend that IHDC maintain ongoing coordination with Thornfield Capital Partners (Elena Castillo, Partner; Graham Ashworth, Principal) to ensure that IHDC receives advance notice of any contemplated equity transactions, transfers, restructurings, or other events that could affect Thornfield's direct or indirect ownership of Ironhaven Holdings Inc. Any such transaction should be reviewed by counsel in advance to confirm whether it would constitute or trigger a Change of Control under the Credit Agreement.

3.9 Ongoing OFAC and Sanctions Compliance

The Credit Agreement contains ongoing representations, warranties, and covenants regarding compliance with (a) the sanctions programs administered by OFAC, including Executive Order 13224 and the Specially Designated Nationals and blocked Persons List; (b) European Union sanctions, including Council Regulation (EU) No. 269/2014 and related restrictive measures; and (c) applicable anti-money laundering laws, including the USA PATRIOT Act (Title III of Pub. L. 107-56) and the German Money Laundering Act (Geldwäschegesetz).

IHDC and its subsidiaries, including IHDC Frankfurt, must ensure continued compliance with all such requirements and must not, directly or indirectly, engage in any transaction or dealing with any Sanctioned Person or in any Sanctioned Country. Any material changes to the beneficial ownership structure of IHDC or IHDC Frankfurt must be promptly reported to the Administrative Agent and screened against applicable sanctions lists.

With respect to IHDC Frankfurt specifically, the Borrower must ensure that all filings with the German Transparency Register (Transparenzregister) are kept current, including in the event of any change in the beneficial ownership or management of IHDC Frankfurt. For reference, IHDC Frankfurt's German tax identification number (Steuernummer) is 045/127/98321, and its VAT identification number (USt-IdNr.) is DE347891205.

3.10 Soft Call Protection Reminder

Pursuant to Section 2.11(d) of the Credit Agreement, a soft call premium of 1.00% (i.e., 101% of the principal amount being prepaid) applies to any voluntary prepayment of the Term Loans during the six-month period following the Closing Date. The soft call protection period commenced on June 3, 2024 and will expire on December 3, 2024.

After December 3, 2024, IHDC may make voluntary prepayments of the Term Loans at par (100% of the principal amount being prepaid), without any premium or penalty, subject to compliance with the notice and minimum amount requirements set forth in Section 2.11(d) of the Credit Agreement. Should IHDC be contemplating any voluntary prepayment prior to December 3, 2024, we recommend consulting with counsel to confirm the applicability of the soft call premium and the procedures for effecting such prepayment.

4. Key Compliance Calendar

The following table sets forth a consolidated compliance calendar summarizing the principal upcoming dates and obligations of IHDC under the Credit Agreement and the Loan Documents. This calendar is provided for convenience purposes only and does not purport to be an exhaustive list of all obligations. IHDC should continue to refer to the Credit Agreement and the other Loan Documents for the complete terms of all obligations, and we recommend that IHDC integrate these dates into its internal compliance and project management systems.

5. Notice Information Reminder

For your reference, the notice information for the principal transaction parties, as set forth in Section 9.01 of the Credit Agreement, is as follows:

Administrative Agent:

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

Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services

Telephone: (704) 555-3200

Email: thomas.beckett@crescentharbor.com

With a copy to: Priya Nair, Director

Email: priya.nair@crescentharbor.com

Collateral Agent / Security Trustee:

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

Attention: William Hargrove, Senior Vice President, Corporate Trust

Telephone: (202) 555-8100

Email: william.hargrove@pinnacletrust.com

Lenders' Counsel:

Blackthorn & Sundial Software 51 West 52nd Street New York, NY 10019

Attention: Catherine Ellsworth, Partner

Telephone: (212) 555-6400

Email: cellsworth@blackthornsage.com

All notices required or permitted under the Credit Agreement must be in writing and delivered in accordance with the notice provisions of Section 9.01, including by personal delivery, nationally recognized overnight courier service, or electronic mail (with confirmation of receipt), to the applicable addresses set forth above or as otherwise updated by the relevant party from time to time.

6. Calderwood & Harkness Ongoing Availability

Calderwood & Harkness remains available to assist IHDC with any and all post-closing matters arising under the Credit Agreement and the related Loan Documents. Our areas of ongoing support include, without limitation, the preparation and review of quarterly compliance certificates, UCC continuation filings, amendment or waiver requests, covenant analysis, and any further matters relating to the German security documents (in coordination with Wendt Falkenberg Rechtsanwälte in Frankfurt am Main).

The primary contacts at Calderwood & Harkness for this matter are as follows:

Stephanie Okafor — Responsible Partner, Banking & Finance Telephone: (212) 455-7125

Email: sokafor@calderwoodharkness.com

Daniel Obi — Lead Associate, Banking & Finance Telephone: (212) 455-7312

Email: dobi@calderwoodharkness.com

Lisa Morrow — Working Associate, Banking & Finance Telephone: (212) 455-7418

Email: lmorrow@calderwoodharkness.com

For tax-related questions, including withholding matters and treaty benefit questions pertaining to NordBrücke AG and Osprey Insurance Capital, Ltd., please contact:

Sylvia Hartwell — Specialist Partner, Tax Telephone: (212) 455-7220

Email: shartwell@calderwoodharkness.com

For all German-law matters, including the Grundbuch registration, share pledge registration, and any ongoing German security or corporate matters relating to IHDC Frankfurt, please contact our German law correspondents directly:

Dr. Lukas Wendt and Julia Falkenberg Wendt Falkenberg Rechtsanwälte Mainzer Landstraße 46 60325 Frankfurt am Main, Germany Telephone: +49 (69) 7104-0

Email: l.wendt@wendtfalkenberg.de / j.falkenberg@wendtfalkenberg.de

7. Closing Remarks

On behalf of the entire Calderwood & Harkness team, we wish to reiterate our congratulations on the successful closing of the $950,000,000 Senior Secured Term Loan B Facility. This transaction represents a significant milestone in the growth and development of Ironhaven's data center platform and will provide the capital necessary to fund the development of two critically important hyperscale campuses:

• Ironhaven Ashburn I Campus (Loudoun County, Virginia) — with a planned capacity of 120 MW at full build-out, including 60 MW in Phase I; and

• Ironhaven Frankfurt I Campus (Frankfurt am Main, Germany) — with a planned capacity of 80 MW at full build-out, including 40 MW in Phase I.

The Facility, together with the equity contribution of $410,000,000 from Thornfield Infrastructure Fund III, LP and the refinancing of $130,000,000 in outstanding mezzanine notes held by Greystone Mezzanine Fund II, LP, positions IHDC with a pro forma Net Leverage Ratio of approximately 5.35x as of the Closing Date — well within the 6.00x maximum covenant threshold.

It has been a pleasure working with you, Marcus, Rebecca, Natasha, and the broader IHDC and Thornfield teams on this complex cross-border financing. We look forward to continuing to support Ironhaven as it executes on its ambitious growth plan. Please do not hesitate to contact any member of the Calderwood & Harkness team with questions at any time.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Stephanie Okafor Partner, Banking & Finance

By: ________

Daniel Obi Associate, Banking & Finance

cc:

Marcus Delaine, Chief Executive Officer, Ironhaven Data Centers LLC

Rebecca Sung, Chief Financial Officer, Ironhaven Data Centers LLC

Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC

Elena Castillo, Partner, Thornfield Capital Partners, LP

Philip Hartmann, Partner, Calderwood & Harkness LLP (billing partner)

Lisa Morrow, Associate, Calderwood & Harkness LLP

Sylvia Hartwell, Partner (Tax), Calderwood & Harkness LLP

Enclosures:

1. Two (2) complete binder sets of executed Closing Date documents (as indexed in Section 2.2 above)

2. USB drive containing digital copies of all executed documents (Matter No. 1043-00001)

Lender	Commitment Amount
Crescent Harbor Bank, N.A.	$200,000,000
Ridgeline National Bank	$175,000,000
Marlowe Asset Management Meridian Capital	$150,000,000
Atlas Peak Credit Partners	$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
Sources	Amount
Term Loan B (net proceeds after OID)	$945,250,000
Thornfield Infrastructure Fund III, LP equity contribution	$410,000,000
Total Sources	$1,355,250,000
Uses	Amount
Payoff of Greystone Mezzanine Fund II, LP notes	$132,708,333.33
Virginia Campus construction escrow deposit	$475,000,000
Frankfurt Campus construction escrow deposit	€253,571,429 (USD equivalent at closing FX rate)
Transaction costs and expenses	As detailed in Funds Flow Memorandum
Working capital and general corporate purposes	Balance
Total Uses	$1,355,250,000
Net Leverage Ratio	Excess Cash Flow Prepayment Percentage
Greater than 4.50 to 1.00	75%
Greater than 3.50 to 1.00 but less than or equal to 4.50 to 1.00	50%
Less than or equal to 3.50 to 1.00	25%
Date / Period	Obligation	Responsible Party	Deliver To

September 3, 2024	First quarterly amortization payment ($2,375,000 aggregate: $1,687,500 USD Tranche + €633,928.57 EUR Sub-Tranche)	IHDC Treasury (Natasha Greenfeld)	Crescent Harbor Bank, N.A. (Administrative Agent)
On or before September 1, 2024	German Grundbuch registration confirmation — Grundschuld over Frankfurt Campus (90-day post-closing deliverable)	Wendt Falkenberg / Calderwood & Harkness	Crescent Harbor Bank, N.A.; Pinnacle Trust Company, N.A. (London Branch)
On or before September 1, 2024	German Share Pledge registration in Gesellschafterliste — IHDC Frankfurt (HRB 129457) (90-day post-closing deliverable)	Wendt Falkenberg / Calderwood & Harkness	Crescent Harbor Bank, N.A.; Pinnacle Trust Company, N.A. (London Branch)
Within 45 days of September 30, 2024 (i.e., by November 14, 2024)	First quarterly compliance certificate; first financial covenant testing date (Net Leverage Ratio, Interest Coverage Ratio, CapEx)	Rebecca Sung (CFO)	Crescent Harbor Bank, N.A. (Administrative Agent)
Within 45 days of each subsequent quarter-end	Quarterly compliance certificate and delivery of unaudited quarterly financial statements	Rebecca Sung (CFO)	Crescent Harbor Bank, N.A.
December 3, 2024	Soft call protection expiration (voluntary prepayments at par permitted thereafter)	N/A (informational)	N/A
December 3, 2024 (and each March 3, June 3, September 3, December 3 thereafter)	Quarterly amortization payments (ongoing through Maturity Date)	IHDC Treasury (Natasha Greenfeld)	Crescent Harbor Bank, N.A. (Administrative Agent)
On or before June 3, 2025	Annual insurance certificate delivery (and annually thereafter on each anniversary of the Closing Date or upon policy renewal, whichever is earlier)	IHDC / Calloway & Strand Insurance Brokers, Inc.	Crescent Harbor Bank, N.A.; Pinnacle Trust Company, N.A.
Within 90 days of December 31, 2024 (i.e., by March 31, 2025)	Delivery of FY2024 audited consolidated annual financial statements	IHDC / Ashford & Mercer LLP (Angela Whitfield)	Crescent Harbor Bank, N.A. (Administrative Agent)
Within 10 business days of FY2024 annual financials delivery	Excess Cash Flow sweep mandatory prepayment (if applicable; at 75%, 50%, or 25% depending on Net Leverage Ratio)	IHDC Treasury (Natasha Greenfeld)	Crescent Harbor Bank, N.A. (Administrative Agent)
FY2024 fiscal year	Maximum Capital Expenditure: $325,000,000	IHDC management	Certified in quarterly compliance certificate
FY2025 and each fiscal year thereafter	Maximum Capital Expenditure: $250,000,000 (with 25% carry-forward of unused amounts from prior fiscal year)	IHDC management	Certified in quarterly compliance certificate
Between December 3, 2028 and June 3, 2029	UCC-1 continuation statement filings — Delaware Secretary of State (IHDC and Ironhaven Holdings Inc.) and Loudoun County Circuit Court (fixture filing) — 5-year lapse period	IHDC / outside counsel	Delaware Secretary of State; Loudoun County Circuit Court
June 3, 2031	Maturity Date — final repayment of all outstanding principal, accrued interest, fees, and other amounts owing under the Credit Agreement	IHDC	Crescent Harbor Bank, N.A. (Administrative Agent)

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004
Telephone: (212) 455-7000 Facsimile: (212) 455-7001 www.calderwoodharkness.com
June 10, 2024
Matter No.: 1043-00001 Billing Code: IHDC-TLB-2024
Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147
Re: $950,000,000 Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024, among Ironhaven Data Centers LLC (as Borrower), Ironhaven Frankfurt GmbH (as Co-Borrower), Ironhaven Holdings Inc. (as Parent Guarantor), Crescent Harbor Bank, N.A. (as Administrative Agent), Pinnacle Trust Company, N.A. (as Collateral Agent), and the Lenders party thereto — Post-Closing Matters
CUSIP: 46283LAA5 Crescent Harbor Deal Reference: CHB-LF-2024-0287
Dear Jonathan:
1. Opening / Transmittal
On behalf of Calderwood & Harkness LLP, we are pleased to congratulate you, the entire Ironhaven team, and the Thornfield Capital Partners team on the successful closing of the $950,000,000 Senior Secured Term Loan B facility (the "Term Loan B" or the "Facility"). As you know, the Credit Agreement governing the Facility was executed on May 15, 2024 (the "Signing Date"), with a delayed draw and closing occurring on June 3, 2024 (the "Closing Date"), upon the satisfaction of all conditions precedent set forth in Article IV of the Credit Agreement and the completion of funding by all Lenders.
The purpose of this letter is threefold: (i) to transmit to you two complete sets of executed original documents from the closing, organized in binder form; (ii) to summarize the key post-closing obligations of Ironhaven Data Centers LLC ("IHDC" or the "Borrower") arising under the Credit Agreement and the related Loan Documents; and (iii) to provide a consolidated compliance calendar to assist your team in tracking upcoming deadlines and deliverables. This letter is intended to supplement, and should be read in conjunction with, the Closing Memorandum dated June 3, 2024, which was previously circulated to all parties and their respective counsel.
Copies of this letter are being provided to Marcus Delaine (Chief Executive Officer), Rebecca Sung (Chief Financial Officer), and Natasha Greenfeld (Vice President, Treasury & Capital Markets), as well as to other individuals identified in the distribution list below. We encourage you to circulate this letter internally to any additional members of the IHDC team who will have responsibility for monitoring compliance with the ongoing obligations described herein.
Capitalized terms used but not defined in this letter have the meanings assigned to them in the Credit Agreement unless otherwise indicated.
2. Transmittal of Executed Original Documents
2.1 Overview. Enclosed with this letter are two (2) complete binder sets containing executed originals and/or certified copies, as applicable, of all Closing Date documents delivered in connection with the Term Loan B. The documents are organized by category in a manner consistent with the closing agenda circulated prior to the Closing Date. Each binder is tabbed and indexed for ease of reference. We recommend that IHDC retain one set in secure storage at its principal offices and place a second set in an off-site secure location or with a designated records custodian.
Calderwood & Harkness retains copies of all executed documents in our matter files under Matter No. 1043-00001. In addition, digital copies of all executed documents have been uploaded to the firm's secure deal portal and are accessible using the matter number referenced above. Should you require additional copies or replacement documents at any time, please do not hesitate to contact us.
2.2 Index of Transmitted Documents
The following is a complete index of all documents transmitted herewith, organized by category:
A. Core Loan Documents.
1. Credit Agreement (execution version, dated May 15, 2024) — three (3) executed originals, each bearing original signatures of all parties, together with all exhibits, schedules, and annexes thereto.
2. Guarantee Agreement, dated as of the Closing Date, executed by Ironhaven Holdings Inc. (as Parent Guarantor) in favor of Crescent Harbor Bank, N.A. (as Administrative Agent) for the benefit of the Secured Parties.
3. First Lien / Super-Senior Intercreditor Agreement, dated as of the Closing Date, among IHDC, Crescent Harbor Bank, N.A. (in its capacity as Administrative Agent under the Term Loan B and as agent under the existing $100,000,000 Super-Senior Revolving Credit Facility, dated as of March 12, 2023), and Pinnacle Trust Company, N.A. (as Collateral Agent), setting forth the relative lien priorities and enforcement rights as between the Super-Senior Revolving Credit Facility and the Term Loan B.
4. Promissory Notes (master form with individual lender commitment amounts), executed by IHDC in favor of each Lender, in the following respective commitment amounts:
5. Solvency Certificate of Rebecca Sung (Chief Financial Officer of IHDC), dated as of June 3, 2024, delivered in accordance with Section 4.01(j) of the Credit Agreement.
6. Officer's Closing Certificate of IHDC, dated as of June 3, 2024, certifying the satisfaction of all conditions precedent to closing and the accuracy of representations and warranties as of the Closing Date.
B. US Security Documents.
7. US Pledge and Security Agreement, dated as of the Closing Date, executed by IHDC and Ironhaven Holdings Inc. in favor of Pinnacle Trust Company, N.A. (as Collateral Agent for the benefit of the Secured Parties), granting a first-priority security interest in substantially all personal property assets of each Grantor, including accounts, equipment, inventory, general intangibles, payment intangibles, instruments, chattel paper, deposit accounts, and investment property.
8. Equity Interest Pledge Agreement, dated as of the Closing Date, pursuant to which (a) Ironhaven Holdings Inc. pledged 100% of the membership interests in IHDC to the Collateral Agent, and (b) IHDC pledged 100% of the equity interests in Ironhaven Frankfurt GmbH ("IHDC Frankfurt") to the Collateral Agent, in each case subject to the limitations on foreign subsidiary pledges set forth in Section 5.12 of the Credit Agreement.
9. Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing, executed by IHDC, as Grantor, in favor of Pinnacle Trust Company, N.A. (as Collateral Agent), recorded in the land records of Loudoun County, Virginia, encumbering the real property commonly known as the Ironhaven Ashburn I Campus, consisting of Tax Parcel Nos. 087-27-1234 and 087-27-1235, comprising approximately 142 acres in Loudoun County, Virginia (the "Virginia Campus").
10. Environmental Indemnity Agreement, dated as of the Closing Date, executed by IHDC in favor of Pinnacle Trust Company, N.A. (as Collateral Agent), with respect to the Virginia Campus.
11. Deposit Account Control Agreements, dated as of the Closing Date, executed among IHDC, Pinnacle Trust Company, N.A. (as Collateral Agent), and Crescent Harbor Bank, N.A. (as Depositary Bank), with respect to all deposit accounts of IHDC maintained at Crescent Harbor Bank, N.A.
12. intellectual Property Security Agreement, dated as of the Closing Date, executed by IHDC in favor of Pinnacle Trust Company, N.A. (as Collateral Agent), granting a first-priority security interest in all intellectual property of IHDC, including patents, trademarks, copyrights, and related licenses, together with short-form filings with the United States Patent and Trademark Office and the United States Copyright Office, as applicable.
13. Collateral Agent Appointment Agreement, dated as of the Closing Date, pursuant to which Pinnacle Trust Company, N.A. was appointed as Collateral Agent under the Term Loan B and related Loan Documents, setting forth the rights, duties, immunities, and exculpation provisions applicable to the Collateral Agent.
C. German Security Documents.
14. German Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), dated as of the Closing Date, executed by IHDC Frankfurt in favor of Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee), establishing the parallel debt (abstrakte Schuld) structure required under German law for the creation and enforcement of security interests by a trustee on behalf of multiple Lenders.
15. German Land Charge Agreement (Grundschuldbestellungsurkunde), notarized on May 28, 2024, by Notar Dr. Heinrich Brandt (Notariat Frankfurt am Main, URNr. 487/2024), granting a book land charge (Buchgrundschuld) in favor of Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee) over the Frankfurt campus parcel registered in the Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, comprising approximately 18.7 hectares (the "Frankfurt Campus"). This land charge is subject to registration in the Grundbuch, which is currently pending (see Section 3.2 below).
16. German Global Assignment of Receivables (Globalzession), dated as of the Closing Date, executed by IHDC Frankfurt in favor of the Security Trustee, assigning all present and future trade receivables of IHDC Frankfurt as security for the Secured Obligations.
17. German Account Pledge Agreement (Kontoverpfändung), dated as of the Closing Date, executed by IHDC Frankfurt in favor of the Security Trustee, pledging all accounts of IHDC Frankfurt maintained at NordBrücke AG.
18. German Security Transfer of Movable Assets (Sicherungsübereignungsvertrag), dated as of the Closing Date, executed by IHDC Frankfurt in favor of the Security Trustee, transferring ownership of all movable assets of IHDC Frankfurt (including servers, networking equipment, cooling infrastructure, backup generators, and other data center equipment) by way of security.
19. German Share Pledge Agreement (Anteilsverpfändungsvertrag), notarized on May 28, 2024, by Notar Dr. Heinrich Brandt (Notariat Frankfurt am Main, URNr. 488/2024), pledging 100% of the shares in IHDC Frankfurt (registered at the Amtsgericht Frankfurt am Main under HRB 129457) in favor of the Security Trustee. This share pledge is subject to registration in the shareholders' list (Gesellschafterliste) at the Amtsgericht Frankfurt am Main (see Section 3.2 below).
20. German Security Purpose Agreement (Sicherungszweckerklärung), dated as of the Closing Date, executed by IHDC Frankfurt, defining the secured obligations and the conditions for enforcement and release of the German security interests.
D. Legal Opinions.
21. Calderwood & Harkness LLP — New York and Delaware Law Opinion, dated June 3, 2024, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining on the due authorization, execution, delivery, and enforceability of the Loan Documents under the laws of the State of New York and the State of Delaware, as well as the creation and perfection of security interests in personal property under the Uniform Commercial Code as in effect in the State of Delaware.
22. Calderwood & Harkness LLP — US Regulatory Opinion, dated June 3, 2024, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining that (a) IHDC is not an "investment company" required to be registered under the Investment Company Act of 1940, as amended; (b) the transactions contemplated by the Loan Documents do not violate the margin regulations of the Board of Governors of the Federal Reserve System (Regulations T, U, and X); and (c) the interest rate provisions of the Credit Agreement do not violate applicable usury statutes.
23. Calderwood & Harkness LLP — Virginia Law Opinion, dated June 3, 2024, addressed to the Administrative Agent, the Collateral Agent, and the Lenders, opining on the enforceability of the Deed of Trust and related real property security documents under the laws of the Commonwealth of Virginia.
24. Calderwood & Harkness LLP — Tax Opinion, dated June 3, 2024, prepared by Sylvia Hartwell (Specialist Partner, Tax), addressed to the Administrative Agent and the Lenders, opining on (a) the characterization of the Term Loan B as indebtedness for US federal income tax purposes, and (b) the withholding analysis under Sections 871(h), 881(c), and 1441–1446 of the Internal Revenue Code with respect to interest payments made to NordBrücke AG (a German-organized institution claiming benefits under the US-Germany Income Tax Treaty) and Osprey Insurance Capital, Ltd. (a Bermuda-organized entity).
25. Wendt Falkenberg Rechtsanwälte — German Law Opinion, dated June 3, 2024, prepared by Dr. Lukas Wendt and Julia Falkenberg, addressed to the Administrative Agent, the Security Trustee, and the Lenders, opining on (a) the corporate capacity and due authorization of IHDC Frankfurt under German law, (b) the enforceability of the German security documents, and (c) the creation and (upon registration, as applicable) perfection of the German security interests, including the Grundschuld and the share pledge.
E. Closing Deliverables.
26. Funds Flow Memorandum, dated June 3, 2024, setting forth the sources and uses of funds on the Closing Date, as follows:
27. Payoff Letter from Greystone Mezzanine Fund II, LP, dated June 3, 2024, confirming the total payoff amount of $132,708,333.33 (comprising $130,000,000 in outstanding principal and $2,708,333.33 in accrued paid-in-kind interest through the Closing Date), together with wire instructions and a commitment to deliver lien release documentation upon receipt of funds.
28. UCC-3 Termination Statement (Greystone lien release), filed with the Delaware Secretary of State on June 3, 2024, terminating the UCC-1 financing statement previously filed by Greystone Mezzanine Fund II, LP against IHDC and releasing all liens securing the Greystone mezzanine notes.
29. Escrow Agreement — Virginia Campus Construction, dated as of the Closing Date, among IHDC, Pinnacle Trust Company, N.A. (as Escrow Agent), and Crescent Harbor Bank, N.A. (as Administrative Agent), providing for the deposit of $475,000,000 in construction escrow for the development of the Ironhaven Ashburn I Campus, with disbursement subject to the draw conditions set forth therein.
30. Escrow Agreement — Frankfurt Campus Construction, dated as of the Closing Date, among IHDC Frankfurt, NordBrücke AG (as Frankfurt Escrow Bank), and Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee), providing for the deposit of €253,571,429 in construction escrow for the development of the Ironhaven Frankfurt I Campus, with disbursement subject to the draw conditions set forth therein and governed by German law.
31. Insurance Compliance Certificate, dated June 3, 2024, issued by Calloway & Strand Insurance Brokers, Inc., certifying that all required insurance policies are in effect and that Pinnacle Trust Company, N.A. (as Collateral Agent) has been designated as loss payee and additional insured on all applicable policies, in compliance with the insurance requirements set forth in Article V of the Credit Agreement.
32. Title Insurance Policy, issued by Keystone Title Guaranty Company, Policy No. KTG-2024-VA-00841, in the amount of $475,000,000, insuring the first-priority lien of the Deed of Trust on the Virginia Campus, subject to the standard exclusions and exceptions set forth on Schedule B thereto.
33. Organizational Documents Package, comprising the following for each Loan Party:
(a) Certified copies of the certificate of formation (or equivalent organizational document) of IHDC and Ironhaven Holdings Inc. (each a Delaware limited liability company or corporation, as applicable), certified by the Delaware Secretary of State;
(b) Certified copies of the operating agreement (or bylaws, as applicable) of each US Loan Party;
(c) Certified copy of the Gesellschaftsvertrag (articles of association) of IHDC Frankfurt, together with an extract from the Handelsregister (commercial register) of the Amtsgericht Frankfurt am Main confirming registration under HRB 129457;
(d) Secretary's and Officer's Certificates of each Loan Party, certifying the incumbency and specimen signatures of authorized signatories, attaching copies of all board and shareholder resolutions authorizing the execution, delivery, and performance of the Loan Documents;
(e) Good standing certificates (or equivalent) for each US Loan Party, issued by the Delaware Secretary of State and, with respect to IHDC, the Virginia State Corporation Commission, each dated within thirty (30) days of the Closing Date.
F. Sanctions & KYC Documentation.
34. Lender KYC/OFAC Compliance Certificates from each of the seven Lenders, confirming completion of all "know your customer" and anti-money laundering due diligence and compliance with the requirements of the USA PATRIOT Act and the regulations administered by the Office of Foreign Assets Control ("OFAC") of the US Department of the Treasury.
35. Beneficial Ownership Certification (FinCEN Customer Due Diligence Rule, 31 C.F.R. § 1010.230), executed by IHDC, identifying each individual who directly or indirectly owns 25% or more of the equity interests of IHDC and each individual with significant management responsibility.
36. Transparenzregister Filing Confirmation — IHDC Frankfurt, confirming that the requisite beneficial ownership information has been filed with the German Transparency Register (Transparenzregister) in accordance with Section 20 of the German Money Laundering Act (Geldwäschegesetz, "GwG").
37. Osprey Insurance Capital, Ltd. — Sanctions Representations Side Letter, dated as of the Closing Date, executed by Osprey Insurance Capital, Ltd., providing additional representations and warranties regarding its compliance with applicable sanctions laws and confirming that it is not a Sanctioned Person and that no proceeds of the Term Loan B will be used in violation of applicable sanctions.
G. Tax Documentation.
38. IRS Form W-8BEN-E Package, consisting of properly completed and executed IRS Forms W-8BEN-E from NordBrücke AG (claiming benefits under the income tax treaty between the United States and the Federal Republic of Germany) and Osprey Insurance Capital, Ltd. (providing applicable certifications for purposes of determining withholding requirements under Sections 1441–1446 of the Internal Revenue Code), together with all required attachments and supporting documentation.
2.3 Note on Retention
We strongly recommend that IHDC store the original executed documents in a secure, climate-controlled location with restricted access, such as a fireproof vault or bank safe deposit box. In the event of any dispute or enforcement action, possession of original executed documents, particularly the promissory notes and the notarized German security documents, may be of material importance. Calderwood & Harkness retains copies of all executed documents in our matter files and will maintain such copies in accordance with the firm's document retention policies. Digital copies of all executed documents are also available on the firm's secure deal portal, accessible at any time by referencing Matter No. 1043-00001. Please contact Daniel Obi or Lisa Morrow to request portal access credentials for any additional members of your team.
3. Post-Closing Obligations
Set forth below is a detailed summary of the principal post-closing obligations of IHDC and the other Loan Parties under the Credit Agreement and the related Loan Documents. This summary is for informational and convenience purposes only and is not intended to be, and should not be construed as, a comprehensive restatement of all obligations arising under the Loan Documents. IHDC and its counsel should continue to refer to the Credit Agreement and the other Loan Documents themselves for the complete and definitive terms of all obligations.
3.1 UCC Continuation Filings
In connection with the closing, UCC-1 financing statements were filed with the Delaware Secretary of State against each of IHDC and Ironhaven Holdings Inc. as debtors, covering substantially all personal property of each such entity, and a fixture filing was recorded in the land records of the Loudoun County Circuit Court with respect to fixtures located at the Virginia Campus.
Under Article 9 of the Uniform Commercial Code as in effect in the State of Delaware (6 Del. C. § 9-515), a UCC-1 financing statement is effective for a period of five (5) years from the date of filing, unless a continuation statement (UCC-3) is filed within the six-month window immediately preceding the expiration of such five-year period. Failure to timely file a continuation statement will result in the lapse of the financing statement and the loss of perfection of the security interests evidenced thereby. The filing date for all UCC-1 financing statements was June 3, 2024. Accordingly, the five-year effectiveness period will expire on June 3, 2029, and continuation statements must be filed during the six-month window commencing December 3, 2028 and ending June 3, 2029.
Calderwood & Harkness recommends that IHDC calendar this obligation no later than November 2028 and engage outside counsel (whether this firm or successor counsel) to prepare and file UCC-3 continuation statements with both the Delaware Secretary of State and the Loudoun County Circuit Court (for the fixture filing) during the applicable window. The fixture filing in Loudoun County is subject to the same five-year lapse period and continuation requirements under the Virginia Uniform Commercial Code (Va. Code § 8.9A-515).
We also note that Pinnacle Trust Company, N.A. (as Collateral Agent) may have independent obligations under the Collateral Agent Appointment Agreement and the US Pledge and Security Agreement to monitor the effectiveness of UCC filings and to ensure continuity of perfection. IHDC should coordinate with William Hargrove (SVP, Corporate Trust) at Pinnacle Trust to confirm the respective responsibilities of the Collateral Agent and the Loan Parties with respect to continuation filings and to avoid any gap in perfection.
3.2 German Grundbuch Registration Confirmation
The notarized Grundschuld (book land charge) over the Frankfurt Campus parcel (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, approximately 18.7 hectares) was submitted to the Grundbuchamt (land registry) of Frankfurt am Main following notarization on May 28, 2024. As of the date of this letter, registration of the Grundschuld in the Grundbuch has not yet been completed. Based on the typical processing timeline of the Grundbuchamt Frankfurt am Main, which generally ranges from six (6) to ten (10) weeks from the date of submission, we anticipate that registration will be completed by approximately August 2024.
Wendt Falkenberg Rechtsanwälte (Dr. Lukas Wendt and Julia Falkenberg), our German law correspondents who prepared the German security documentation and rendered the German law opinion, are actively monitoring the registration process and will provide confirmation of the Grundbuch entry upon completion. Upon receipt of the registered Grundbuch extract (Grundbuchauszug), Calderwood & Harkness will promptly forward copies to Crescent Harbor Bank, N.A. (as Administrative Agent) and Pinnacle Trust Company, N.A. (London Branch) (as Security Trustee).
Under Section 5.15(b) of the Credit Agreement, confirmation of Grundbuch registration is a required post-closing deliverable that must be delivered to the Administrative Agent within ninety (90) days of the Closing Date — that is, on or before September 1, 2024. We are currently on track to meet this deadline, but we will continue to monitor progress and will promptly notify you of any delay.
Similarly, the notarized German Share Pledge (Anteilsverpfändungsvertrag) over 100% of the shares in IHDC Frankfurt requires registration of the updated shareholders' list (Gesellschafterliste) reflecting the pledge notation at the Amtsgericht Frankfurt am Main (commercial register, HRB 129457). Wendt Falkenberg is coordinating this filing and expects registration to be completed within a similar timeframe. Confirmation of share pledge registration is also required within ninety (90) days of the Closing Date under Section 5.15(c) of the Credit Agreement.
3.3 Annual Insurance Certificate Delivery
Pursuant to Section 5.06 of the Credit Agreement, IHDC is required to deliver to the Administrative Agent evidence of insurance renewal on an annual basis. The required policies include, without limitation: (a) builder's risk insurance (during the construction phase of each campus); (b) property insurance (upon completion of construction); (c) comprehensive general liability insurance; and (d) business interruption insurance, in each case covering both the Virginia Campus and the Frankfurt Campus and in amounts and with deductibles satisfying the requirements set forth in Schedule 5.06 to the Credit Agreement.
All required policies must name Pinnacle Trust Company, N.A. (as Collateral Agent) as loss payee and additional insured, as applicable. Notices to the Administrative Agent in connection with insurance deliveries should be directed to Thomas Beckett, VP, Loan Operations & Agency Services, at Crescent Harbor Bank, N.A. (address set forth in Section 5 below).
IHDC's insurance broker, Calloway & Strand Insurance Brokers, Inc. (contact: Patricia Calloway), was instrumental in preparing the Insurance Compliance Certificate delivered at closing and should be engaged to coordinate annual policy renewals and the preparation of updated insurance certificates. The first annual delivery of insurance evidence is due on or before the first anniversary of the Closing Date (June 3, 2025) or upon renewal of existing policies, whichever is earlier. We recommend coordinating with Natasha Greenfeld (VP, Treasury & Capital Markets) to establish internal tracking and reminder systems for this recurring obligation.
3.4 Quarterly Compliance Certificates
Under Section 5.04(c) of the Credit Agreement, IHDC is required to deliver to the Administrative Agent a quarterly compliance certificate, substantially in the form attached as Exhibit D to the Credit Agreement, executed by the Chief Financial Officer (currently Rebecca Sung). Each compliance certificate must be delivered within forty-five (45) days following the end of each fiscal quarter.
The first testing date for the financial covenants under the Credit Agreement is the fiscal quarter ending September 30, 2024. Accordingly, the first quarterly compliance certificate must be delivered no later than November 14, 2024 (being forty-five days after September 30, 2024).
Each quarterly compliance certificate must certify compliance with the following financial covenants:
(a) Maximum Net Leverage Ratio of 6.00 to 1.00, calculated as the ratio of Consolidated Total Net Debt to Consolidated Adjusted EBITDA for the trailing four-quarter period ending on such testing date;
(b) Minimum Interest Coverage Ratio of 2.00 to 1.00, calculated as the ratio of Consolidated Adjusted EBITDA to Consolidated Cash Interest Expense for the trailing four-quarter period ending on such testing date; and
(c) Maximum Annual Capital Expenditure of $325,000,000 for fiscal year 2024 and $250,000,000 for fiscal year 2025 and each fiscal year thereafter, with an automatic carry-forward of up to 25% of any unused amounts from the immediately preceding fiscal year.
In addition to the financial covenant certifications, each quarterly compliance certificate must include a certification by the Chief Financial Officer that (i) no Event of Default or Default has occurred and is continuing (or, if any Event of Default or Default has occurred and is continuing, specifying the nature thereof and the actions being taken or proposed to be taken in respect thereof); and (ii) the representations and warranties set forth in the Credit Agreement and the other Loan Documents are true and correct in all material respects as of the date of such certificate (or, in the case of representations and warranties that are qualified by materiality or Material Adverse Effect, in all respects), except to the extent that such representations and warranties expressly relate to a specific earlier date, in which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date.
3.5 Quarterly Amortization Payments
The Term Loan B is subject to scheduled amortization of 1.00% per annum of the original aggregate principal amount, payable in equal quarterly installments. The aggregate quarterly amortization payment is $2,375,000 (calculated as $950,000,000 multiplied by 1.00%, divided by four quarterly installments per year).
For purposes of the dual-currency structure of the Facility, the quarterly amortization is allocated as follows:
(a) USD Tranche: Quarterly amortization of $1,687,500 (calculated as $675,000,000 multiplied by 1.00%, divided by four); and
(b) EUR Sub-Tranche: Quarterly amortization of €633,928.57 (calculated as €253,571,429 multiplied by 1.00%, divided by four).
The first quarterly amortization payment is due on September 3, 2024. Subsequent quarterly amortization payments are due on December 3, 2024, March 3, 2025, June 3, 2025, and on each successive quarterly anniversary thereafter through the Maturity Date. All amortization payments are to be made to Crescent Harbor Bank, N.A. (as Administrative Agent) in accordance with the wire instructions set forth in the Credit Agreement, for distribution to the Lenders on a pro rata basis.
3.6 Annual Financial Statement Delivery
Under Section 5.04(a) of the Credit Agreement, IHDC is required to deliver to the Administrative Agent audited consolidated annual financial statements within ninety (90) days following the end of each fiscal year. The audited financial statements must be prepared in accordance with GAAP, audited by an independent registered public accounting firm of recognized national standing, and accompanied by an unqualified opinion of such firm. IHDC's independent auditor is currently Ashford & Mercer LLP (Angela Whitfield, Audit Partner). The first delivery of audited annual financial statements under the Credit Agreement will be for the fiscal year ending December 31, 2024, and must be delivered on or before March 31, 2025.
In addition, under Section 5.04(b) of the Credit Agreement, IHDC is required to deliver unaudited quarterly financial statements to the Administrative Agent within forty-five (45) days following the end of each fiscal quarter, commencing with the fiscal quarter ending September 30, 2024. The quarterly financial statements must include a consolidated balance sheet and consolidated statements of income and cash flows, and must be certified by the Chief Financial Officer as presenting fairly, in all material respects, the financial condition and results of operations of IHDC and its subsidiaries in accordance with GAAP (subject to year-end audit adjustments and the absence of footnotes).
3.7 Excess Cash Flow Sweep
Section 2.11(c) of the Credit Agreement provides for an annual mandatory prepayment based on Excess Cash Flow, commencing with the fiscal year ending December 31, 2024. The applicable prepayment percentage is determined based on the Net Leverage Ratio as of the end of the relevant fiscal year, as follows:
The Excess Cash Flow prepayment amount is due within ten (10) business days following the delivery of the audited annual financial statements for the applicable fiscal year. Accordingly, for fiscal year 2024, the Excess Cash Flow prepayment (if any) will be due within ten (10) business days after delivery of the FY2024 audited financial statements (which are due by March 31, 2025). IHDC should work closely with its finance and treasury teams to model projected Excess Cash Flow and ensure that adequate liquidity is available to satisfy this obligation.
3.8 Change of Control Monitoring
Section 2.11(a) of the Credit Agreement requires a mandatory prepayment of all outstanding Term Loans at a price equal to 101% of the outstanding principal amount, plus accrued and unpaid interest, upon the occurrence of a Change of Control. A "Change of Control" is defined in the Credit Agreement to include, among other things, any event or circumstance in which Thornfield Capital Partners, LP (or its Permitted Affiliates) ceases to hold, directly or indirectly, more than 50% of the total voting equity interests of Ironhaven Holdings Inc.
Given the significance of this provision and the substantial prepayment obligation it triggers, we recommend that IHDC maintain ongoing coordination with Thornfield Capital Partners (Elena Castillo, Partner; Graham Ashworth, Principal) to ensure that IHDC receives advance notice of any contemplated equity transactions, transfers, restructurings, or other events that could affect Thornfield's direct or indirect ownership of Ironhaven Holdings Inc. Any such transaction should be reviewed by counsel in advance to confirm whether it would constitute or trigger a Change of Control under the Credit Agreement.
3.9 Ongoing OFAC and Sanctions Compliance
The Credit Agreement contains ongoing representations, warranties, and covenants regarding compliance with (a) the sanctions programs administered by OFAC, including Executive Order 13224 and the Specially Designated Nationals and blocked Persons List; (b) European Union sanctions, including Council Regulation (EU) No. 269/2014 and related restrictive measures; and (c) applicable anti-money laundering laws, including the USA PATRIOT Act (Title III of Pub. L. 107-56) and the German Money Laundering Act (Geldwäschegesetz).
IHDC and its subsidiaries, including IHDC Frankfurt, must ensure continued compliance with all such requirements and must not, directly or indirectly, engage in any transaction or dealing with any Sanctioned Person or in any Sanctioned Country. Any material changes to the beneficial ownership structure of IHDC or IHDC Frankfurt must be promptly reported to the Administrative Agent and screened against applicable sanctions lists.
With respect to IHDC Frankfurt specifically, the Borrower must ensure that all filings with the German Transparency Register (Transparenzregister) are kept current, including in the event of any change in the beneficial ownership or management of IHDC Frankfurt. For reference, IHDC Frankfurt's German tax identification number (Steuernummer) is 045/127/98321, and its VAT identification number (USt-IdNr.) is DE347891205.
3.10 Soft Call Protection Reminder
Pursuant to Section 2.11(d) of the Credit Agreement, a soft call premium of 1.00% (i.e., 101% of the principal amount being prepaid) applies to any voluntary prepayment of the Term Loans during the six-month period following the Closing Date. The soft call protection period commenced on June 3, 2024 and will expire on December 3, 2024.
After December 3, 2024, IHDC may make voluntary prepayments of the Term Loans at par (100% of the principal amount being prepaid), without any premium or penalty, subject to compliance with the notice and minimum amount requirements set forth in Section 2.11(d) of the Credit Agreement. Should IHDC be contemplating any voluntary prepayment prior to December 3, 2024, we recommend consulting with counsel to confirm the applicability of the soft call premium and the procedures for effecting such prepayment.
4. Key Compliance Calendar
The following table sets forth a consolidated compliance calendar summarizing the principal upcoming dates and obligations of IHDC under the Credit Agreement and the Loan Documents. This calendar is provided for convenience purposes only and does not purport to be an exhaustive list of all obligations. IHDC should continue to refer to the Credit Agreement and the other Loan Documents for the complete terms of all obligations, and we recommend that IHDC integrate these dates into its internal compliance and project management systems.
5. Notice Information Reminder
For your reference, the notice information for the principal transaction parties, as set forth in Section 9.01 of the Credit Agreement, is as follows:
Administrative Agent:
Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, NC 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Telephone: (704) 555-3200
Email: thomas.beckett@crescentharbor.com
With a copy to: Priya Nair, Director
Email: priya.nair@crescentharbor.com
Collateral Agent / Security Trustee:
Pinnacle Trust Company, N.A. 101 Constitution Avenue NW Washington, D.C. 20001
Attention: William Hargrove, Senior Vice President, Corporate Trust
Telephone: (202) 555-8100
Email: william.hargrove@pinnacletrust.com
Lenders' Counsel:
Blackthorn & Sundial Software 51 West 52nd Street New York, NY 10019
Attention: Catherine Ellsworth, Partner
Telephone: (212) 555-6400
Email: cellsworth@blackthornsage.com
All notices required or permitted under the Credit Agreement must be in writing and delivered in accordance with the notice provisions of Section 9.01, including by personal delivery, nationally recognized overnight courier service, or electronic mail (with confirmation of receipt), to the applicable addresses set forth above or as otherwise updated by the relevant party from time to time.
6. Calderwood & Harkness Ongoing Availability
Calderwood & Harkness remains available to assist IHDC with any and all post-closing matters arising under the Credit Agreement and the related Loan Documents. Our areas of ongoing support include, without limitation, the preparation and review of quarterly compliance certificates, UCC continuation filings, amendment or waiver requests, covenant analysis, and any further matters relating to the German security documents (in coordination with Wendt Falkenberg Rechtsanwälte in Frankfurt am Main).
The primary contacts at Calderwood & Harkness for this matter are as follows:
Stephanie Okafor — Responsible Partner, Banking & Finance Telephone: (212) 455-7125
Email: sokafor@calderwoodharkness.com
Daniel Obi — Lead Associate, Banking & Finance Telephone: (212) 455-7312
Email: dobi@calderwoodharkness.com
Lisa Morrow — Working Associate, Banking & Finance Telephone: (212) 455-7418
Email: lmorrow@calderwoodharkness.com
For tax-related questions, including withholding matters and treaty benefit questions pertaining to NordBrücke AG and Osprey Insurance Capital, Ltd., please contact:
Sylvia Hartwell — Specialist Partner, Tax Telephone: (212) 455-7220
Email: shartwell@calderwoodharkness.com
For all German-law matters, including the Grundbuch registration, share pledge registration, and any ongoing German security or corporate matters relating to IHDC Frankfurt, please contact our German law correspondents directly:
Dr. Lukas Wendt and Julia Falkenberg Wendt Falkenberg Rechtsanwälte Mainzer Landstraße 46 60325 Frankfurt am Main, Germany Telephone: +49 (69) 7104-0
Email: l.wendt@wendtfalkenberg.de / j.falkenberg@wendtfalkenberg.de
7. Closing Remarks
On behalf of the entire Calderwood & Harkness team, we wish to reiterate our congratulations on the successful closing of the $950,000,000 Senior Secured Term Loan B Facility. This transaction represents a significant milestone in the growth and development of Ironhaven's data center platform and will provide the capital necessary to fund the development of two critically important hyperscale campuses:
• Ironhaven Ashburn I Campus (Loudoun County, Virginia) — with a planned capacity of 120 MW at full build-out, including 60 MW in Phase I; and
• Ironhaven Frankfurt I Campus (Frankfurt am Main, Germany) — with a planned capacity of 80 MW at full build-out, including 40 MW in Phase I.
The Facility, together with the equity contribution of $410,000,000 from Thornfield Infrastructure Fund III, LP and the refinancing of $130,000,000 in outstanding mezzanine notes held by Greystone Mezzanine Fund II, LP, positions IHDC with a pro forma Net Leverage Ratio of approximately 5.35x as of the Closing Date — well within the 6.00x maximum covenant threshold.
It has been a pleasure working with you, Marcus, Rebecca, Natasha, and the broader IHDC and Thornfield teams on this complex cross-border financing. We look forward to continuing to support Ironhaven as it executes on its ambitious growth plan. Please do not hesitate to contact any member of the Calderwood & Harkness team with questions at any time.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Stephanie Okafor Partner, Banking & Finance
By: ________
Daniel Obi Associate, Banking & Finance
cc:
Marcus Delaine, Chief Executive Officer, Ironhaven Data Centers LLC
Rebecca Sung, Chief Financial Officer, Ironhaven Data Centers LLC
Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC
Elena Castillo, Partner, Thornfield Capital Partners, LP
Philip Hartmann, Partner, Calderwood & Harkness LLP (billing partner)
Lisa Morrow, Associate, Calderwood & Harkness LLP
Sylvia Hartwell, Partner (Tax), Calderwood & Harkness LLP
Enclosures:
1. Two (2) complete binder sets of executed Closing Date documents (as indexed in Section 2.2 above)
2. USB drive containing digital copies of all executed documents (Matter No. 1043-00001)
Lender | Commitment Amount
Crescent Harbor Bank, N.A. | $200,000,000
Ridgeline National Bank | $175,000,000
Marlowe Asset Management Meridian Capital | $150,000,000
Atlas Peak Credit Partners | $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
Sources | Amount
Term Loan B (net proceeds after OID) | $945,250,000
Thornfield Infrastructure Fund III, LP equity contribution | $410,000,000
Total Sources | $1,355,250,000
Uses | Amount
Payoff of Greystone Mezzanine Fund II, LP notes | $132,708,333.33
Virginia Campus construction escrow deposit | $475,000,000
Frankfurt Campus construction escrow deposit | €253,571,429 (USD equivalent at closing FX rate)
Transaction costs and expenses | As detailed in Funds Flow Memorandum
Working capital and general corporate purposes | Balance
Total Uses | $1,355,250,000
Net Leverage Ratio | Excess Cash Flow Prepayment Percentage
Greater than 4.50 to 1.00 | 75%
Greater than 3.50 to 1.00 but less than or equal to 4.50 to 1.00 | 50%
Less than or equal to 3.50 to 1.00 | 25%
Date / Period | Obligation | Responsible Party | Deliver To
September 3, 2024 | First quarterly amortization payment ($2,375,000 aggregate: $1,687,500 USD Tranche + €633,928.57 EUR Sub-Tranche) | IHDC Treasury (Natasha Greenfeld) | Crescent Harbor Bank, N.A. (Administrative Agent)
On or before September 1, 2024 | German Grundbuch registration confirmation — Grundschuld over Frankfurt Campus (90-day post-closing deliverable) | Wendt Falkenberg / Calderwood & Harkness | Crescent Harbor Bank, N.A.; Pinnacle Trust Company, N.A. (London Branch)
On or before September 1, 2024 | German Share Pledge registration in Gesellschafterliste — IHDC Frankfurt (HRB 129457) (90-day post-closing deliverable) | Wendt Falkenberg / Calderwood & Harkness | Crescent Harbor Bank, N.A.; Pinnacle Trust Company, N.A. (London Branch)
Within 45 days of September 30, 2024 (i.e., by November 14, 2024) | First quarterly compliance certificate; first financial covenant testing date (Net Leverage Ratio, Interest Coverage Ratio, CapEx) | Rebecca Sung (CFO) | Crescent Harbor Bank, N.A. (Administrative Agent)
Within 45 days of each subsequent quarter-end | Quarterly compliance certificate and delivery of unaudited quarterly financial statements | Rebecca Sung (CFO) | Crescent Harbor Bank, N.A.
December 3, 2024 | Soft call protection expiration (voluntary prepayments at par permitted thereafter) | N/A (informational) | N/A
December 3, 2024 (and each March 3, June 3, September 3, December 3 thereafter) | Quarterly amortization payments (ongoing through Maturity Date) | IHDC Treasury (Natasha Greenfeld) | Crescent Harbor Bank, N.A. (Administrative Agent)
On or before June 3, 2025 | Annual insurance certificate delivery (and annually thereafter on each anniversary of the Closing Date or upon policy renewal, whichever is earlier) | IHDC / Calloway & Strand Insurance Brokers, Inc. | Crescent Harbor Bank, N.A.; Pinnacle Trust Company, N.A.
Within 90 days of December 31, 2024 (i.e., by March 31, 2025) | Delivery of FY2024 audited consolidated annual financial statements | IHDC / Ashford & Mercer LLP (Angela Whitfield) | Crescent Harbor Bank, N.A. (Administrative Agent)
Within 10 business days of FY2024 annual financials delivery | Excess Cash Flow sweep mandatory prepayment (if applicable; at 75%, 50%, or 25% depending on Net Leverage Ratio) | IHDC Treasury (Natasha Greenfeld) | Crescent Harbor Bank, N.A. (Administrative Agent)
FY2024 fiscal year | Maximum Capital Expenditure: $325,000,000 | IHDC management | Certified in quarterly compliance certificate
FY2025 and each fiscal year thereafter | Maximum Capital Expenditure: $250,000,000 (with 25% carry-forward of unused amounts from prior fiscal year) | IHDC management | Certified in quarterly compliance certificate
Between December 3, 2028 and June 3, 2029 | UCC-1 continuation statement filings — Delaware Secretary of State (IHDC and Ironhaven Holdings Inc.) and Loudoun County Circuit Court (fixture filing) — 5-year lapse period | IHDC / outside counsel | Delaware Secretary of State; Loudoun County Circuit Court
June 3, 2031 | Maturity Date — final repayment of all outstanding principal, accrued interest, fees, and other amounts owing under the Credit Agreement | IHDC | Crescent Harbor Bank, N.A. (Administrative Agent)

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