1043-00001 · Ironhaven Holdings · Closing

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SOLVENCY CERTIFICATE

Delivered pursuant to Section 4.01(a)(ix) of that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among

IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Borrower"),

IRONHAVEN FRANKFURT GMBH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"),

IRONHAVEN HOLDINGS INC., a Delaware corporation (the "Parent Guarantor"),

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

PINNACLE TRUST COMPANY, N.A., as Collateral Agent,

and

THE LENDERS FROM TIME TO TIME PARTY THERETO

CUSIP: 46283LAA5

Date of Certificate: June 3, 2024 (the "Closing Date")

Section 1 — Recitals and Identification of Certifying Officer

The undersigned, Rebecca Sung, hereby certifies that she is the duly elected, qualified, and acting Chief Financial Officer of Ironhaven Data Centers LLC, a Delaware limited liability company, with its principal place of business at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 (the "Borrower" or "IHDC"). The undersigned has served in such capacity since March 2022 and is authorized to execute and deliver this Solvency Certificate on behalf of the Borrower and its Subsidiaries.

This Solvency Certificate is being delivered as a condition precedent to the initial borrowing under the Credit Agreement on the Closing Date, June 3, 2024, as required by Section 4.01(a)(ix) thereof. The Administrative Agent has required delivery of this certificate as a condition to the effectiveness of the Credit Agreement and the funding of the Term Loan B on the Closing Date.

The undersigned is delivering this certificate solely in her capacity as Chief Financial Officer of the Borrower and not in her individual capacity, and no personal liability shall attach to the undersigned by reason of the execution, delivery, or performance of this certificate. The obligations and certifications set forth herein are obligations and certifications of the Borrower and not of the undersigned in her personal capacity.

The undersigned certifies that she is familiar with the business, assets, liabilities (including contingent liabilities), financial condition, and operations of the Borrower and its Subsidiaries, including:

(i) Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), the direct parent and sole member of the Borrower;

(ii) Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), registered at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, Amtsgericht Frankfurt am Main, HRB 129457, a wholly-owned subsidiary of the Borrower formed for the purpose of developing and operating the Frankfurt campus; and

(iii) all other direct and indirect subsidiaries of the Borrower (collectively with the Borrower, the "Loan Parties," and together with their subsidiaries, the "Consolidated Group").

For purposes of clarity, IHDC is wholly owned by Ironhaven Holdings Inc., which is in turn wholly owned by Thornfield Infrastructure Fund III, LP, a Delaware limited partnership that serves as the primary investment vehicle of Thornfield Capital Partners, LP. Thornfield Infrastructure Fund III, LP is the ultimate equity sponsor of the Consolidated Group.

The undersigned has made the certifications contained herein based upon her review of the financial and operational information described in Section 3 below, her familiarity with the business plans and financial projections of the Consolidated Group, and her understanding of the terms and conditions of the Transactions (as defined below) and the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.

Section 2 — Description of Transactions

In connection with the initial borrowing under the Credit Agreement, the following transactions have been consummated, or are to be consummated substantially contemporaneously with the delivery of this Solvency Certificate, on the Closing Date (collectively, the "Transactions"). The solvency determinations set forth in Section 4 below are made after giving effect to each and all of the following Transactions:

(a) Incurrence of Term Loan B Indebtedness. The Borrower and the Co-Borrower have incurred $950,000,000 in aggregate principal amount of Senior Secured Term Loan B indebtedness under the Credit Agreement, consisting of:

(i) a USD Tranche in the principal amount of $675,000,000; and

(ii) a EUR Sub-Tranche in the principal amount of €253,571,429 (equivalent to approximately $275,000,000 at a EUR/USD spot rate of 1.0846 on the Closing Date),

in each case subject to an original issue discount of 0.50% (OID price of 99.50), yielding aggregate net cash proceeds to the Borrower and the Co-Borrower of approximately $945,250,000 after giving effect to such original issue discount.

(b) Equity Contribution. Thornfield Infrastructure Fund III, LP has contributed, through Ironhaven Holdings Inc. (the Parent Guarantor), cash equity in the amount of $410,000,000 to the Borrower in connection with the Transactions. Such equity contribution has been made in the form of a capital contribution to the Parent Guarantor, which in turn has contributed such amounts to the Borrower as additional equity.

(c) Application of Proceeds. The net cash proceeds of the Term Loan B and the equity contribution described in clauses (a) and (b) above, aggregating approximately $1,355,250,000, have been or will be applied on or about the Closing Date as follows:

(i) Virginia Campus Construction Escrow: $475,000,000 deposited into the Virginia Construction Escrow Account (Account No. [REDACTED], held at Crescent Harbor Bank, N.A.) to fund development and construction of the Virginia campus known as "Ironhaven Ashburn I," located in Loudoun County, Virginia;

(ii) Frankfurt Campus Construction Escrow: $275,000,000 (€253,571,429) deposited into the Frankfurt Construction Escrow Account (Baukonto held at Crescent Harbor Bank AG, Frankfurt branch) to fund development and construction of the Frankfurt campus known as "Ironhaven Frankfurt I," located in Frankfurt am Main, Germany;

(iii) Mezzanine Debt Repayment: $132,708,333.33, representing the repayment in full of $130,000,000 in outstanding principal amount, plus $2,708,333.33 in accrued payment-in-kind ("PIK") interest, under the Subordinated Mezzanine Notes, dated as of September 15, 2023, held by Greystone Mezzanine Fund II, LP, upon the effectiveness of which such mezzanine indebtedness shall be fully satisfied and discharged;

(iv) Transaction Fees and Expenses: approximately $32,500,000, consisting of (A) the arrangement fee of $14,250,000 payable to Crescent Harbor Bank, N.A. as Lead Arranger and Sole Bookrunner, (B) the ticking fee of $527,778 accrued during the marketing period from May 15, 2024 through the Closing Date, (C) agent fees payable to Crescent Harbor Bank, N.A. as Administrative Agent and Pinnacle Trust Company, N.A. as Collateral Agent, (D) legal fees and disbursements of Calderwood & Harkness LLP (counsel to the Borrower), Wendt Falkenberg Rechtsanwälte PartG mbB (German counsel to the Co-Borrower), and Blackthorn & Sundial Software (counsel to the Administrative Agent and the Lenders), and (E) all other customary transaction costs, including title insurance premiums, survey costs, environmental consultant fees, appraisal fees, rating agency fees, and filing and recording fees; and

(v) Working Capital and General Corporate Purposes: the remaining balance of approximately $37,500,000 to be retained by the Borrower for working capital and general corporate purposes.

(d) Granting of Liens and Security Interests. In connection with the Transactions, the Borrower, the Co-Borrower, and the other Loan Parties have granted or caused to be granted the following liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties:

(i) a first-priority lien and security interest in substantially all personal property of the Borrower and the other US Loan Parties, pursuant to the US Security Agreement, dated as of the date hereof;

(ii) a first-priority deed of trust lien encumbering the approximately 142-acre Virginia campus, situated in Loudoun County, Virginia, identified as Loudoun County Tax Parcel Nos. 087-27-1234 and 087-27-1235, pursuant to the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date hereof, in favor of the Collateral Agent;

(iii) a German-law security package, including a Grundschuld (land charge) over the Frankfurt campus parcel, registered at Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, encompassing approximately 18.7 hectares, as well as a global assignment of receivables (Globalzession), a pledge of the shares (Geschäftsanteilsverpfändung) of the Co-Borrower, and an assignment by way of security (Sicherungsübereignung) of movable assets, in each case governed by German law; and

(iv) all other collateral documents, pledges, mortgages, security agreements, and similar instruments contemplated by the Credit Agreement and the other Loan Documents.

(e) Guarantee Agreement. Ironhaven Holdings Inc. (the Parent Guarantor) has executed and delivered the Guarantee Agreement, dated as of the date hereof, in favor of the Administrative Agent for the benefit of the Secured Parties, pursuant to which the Parent Guarantor has unconditionally and irrevocably guaranteed the payment and performance of all obligations of the Borrower and the Co-Borrower under the Credit Agreement and the other Loan Documents.

(f) Continuation of Super-Senior Revolving Credit Facility. The existing $100,000,000 Super-Senior Revolving Credit Facility (the "Revolving Facility"), established pursuant to the Super-Senior Revolving Credit Agreement, dated as of September 15, 2023, with Crescent Harbor Bank, N.A. as revolving agent, remains in full force and effect. As of the Closing Date, the Revolving Facility is entirely undrawn and the full $100,000,000 of commitments thereunder remain available to the Borrower, subject to the terms and conditions thereof. The Revolving Facility benefits from super-senior priority status in respect of the shared collateral, as more fully set forth in the Intercreditor Agreement, dated as of the date hereof.

(g) Other Transactions. All other transactions contemplated by the Credit Agreement and the related Loan Documents to be consummated on or before the Closing Date, including the delivery of legal opinions, officer's certificates, good standing certificates, insurance certificates, and all other deliverables required pursuant to Section 4.01 of the Credit Agreement.

Section 3 — Basis of Determination; Financial Information Reviewed

In reaching the determinations and certifications set forth in Section 4 below, the undersigned has reviewed and considered, among other things, the following information and materials:

(a) Audited Financial Statements. The audited consolidated financial statements of the Consolidated Group for the fiscal year ended December 31, 2023, including the consolidated balance sheet, consolidated statement of operations, consolidated statement of members' equity, and consolidated statement of cash flows, together with the notes thereto, as audited by Ashford & Mercer LLP, independent registered public accounting firm, which rendered an unqualified opinion thereon dated March 15, 2024.

(b) Interim Financial Statements. The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31, 2024 and for the twelve-month ("LTM") period ended March 31, 2024, including the unaudited consolidated balance sheet as of March 31, 2024 and the related unaudited consolidated statements of operations and cash flows. These interim financial statements have been prepared in accordance with GAAP (subject to the absence of footnotes and normal year-end adjustments) and have been reviewed by the undersigned. The Consolidated Group's LTM Adjusted EBITDA for the twelve-month period ended March 31, 2024 was $165,800,000, as computed in accordance with the definition of "Consolidated Adjusted EBITDA" set forth in the Credit Agreement.

(c) Historical Revenue and Total Assets. Revenue for the LTM period ended September 30, 2023 was $412,600,000. Total Assets of the Consolidated Group as of the most recently available balance sheet date were approximately $1.87 billion. These figures were utilized by the undersigned as part of the overall assessment of the financial condition of the Consolidated Group, in conjunction with the pro forma adjustments described below.

(d) Pro Forma Capitalization. The pro forma capitalization of the Consolidated Group after giving effect to the Transactions is summarized in the following table:

The Pro Forma Net Leverage Ratio of 5.35x (calculated as $887,500,000 ÷ $165,800,000) is within the maximum Net Leverage Ratio covenant of 6.00x set forth in Section 7.11(a) of the Credit Agreement, providing a cushion of approximately 0.65x.

(e) Business Plans, Financial Projections, and Budgets. The business plans, financial projections, and capital budgets of the Consolidated Group as prepared by management and reviewed by the undersigned, including projected cash flows from the following data center campuses:

(i) Ironhaven Ashburn I (Virginia Campus): Located in Loudoun County, Virginia, with planned total capacity of 120 MW of critical IT load. Phase I (60 MW) is targeted for completion by Q4 2025 and is expected to generate annualized revenue of approximately $86,400,000 upon full lease-up. Construction is underway, with site preparation and foundation work substantially complete as of the Closing Date.

(ii) Ironhaven Frankfurt I (Frankfurt Campus): Located in the Ostend district of Frankfurt am Main, Germany, with planned total capacity of 80 MW of critical IT load. Phase I (40 MW) is targeted for completion by Q1 2026 and is expected to generate annualized revenue of approximately €38,400,000 upon full lease-up. Permitting and civil works have commenced, with Baugenehmigung (building permit) received on April 22, 2024.

(f) Pre-Lease Commitments. Existing pre-lease letters of intent providing contracted or expected revenue from anchor tenants, including:

(i) Stratos Cloud Services, Inc.: Letter of intent for 30 MW of critical IT load at the Virginia campus (Ironhaven Ashburn I), with a 5-year initial term, at an annual base rent of $14,400,000 (approximately $480,000 per MW per year). This pre-lease represents 50% of Phase I capacity at the Virginia campus.

(ii) Euronova Digital GmbH: Letter of intent for 20 MW of critical IT load at the Frankfurt campus (Ironhaven Frankfurt I), with a 7-year initial term, at an annual base rent of €9,800,000 (approximately €490,000 per MW per year). This pre-lease represents 50% of Phase I capacity at the Frankfurt campus.

(g) Terms of Indebtedness. The undersigned has reviewed and considered the terms of all indebtedness being incurred, continued, or refinanced in connection with the Transactions, including, without limitation:

(i) Interest Rate: The USD Tranche bears interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 4.25% (425 basis points), with a SOFR floor of 0.50%. The EUR Sub-Tranche bears interest at a rate per annum equal to the EURIBOR Rate plus 4.25% (425 basis points), with a EURIBOR floor of 0.00%.

(ii) Amortization: Quarterly amortization of 1.00% per annum of the original aggregate principal amount of the Term Loan B, equating to aggregate quarterly principal payments of $2,375,000 (allocated pro rata between the USD Tranche and the EUR Sub-Tranche), with the first quarterly amortization payment due on September 3, 2024.

(iii) Maturity Date: June 3, 2031 (seven years from the Closing Date).

(iv) Prepayment Provisions: Customary soft-call premium of 1.00% on voluntary prepayments made within six months of the Closing Date; excess cash flow sweep commencing with the fiscal year ending December 31, 2025, subject to step-downs based on the Net Leverage Ratio.

(h) Market Conditions and Business Environment. The undersigned has considered the conditions of capital and credit markets as of the Closing Date, as well as the business environment in which the Consolidated Group operates, including the hyperscale data center development and colocation services sector. The undersigned notes that demand for data center capacity continues to experience robust growth driven by cloud computing, artificial intelligence workloads, and enterprise digital transformation. The Northern Virginia and Frankfurt markets, where the Consolidated Group's campuses are located, represent the two largest data center markets in the world, with strong fundamentals including low vacancy rates, high barriers to entry, and access to ample fiber connectivity and power infrastructure.

Section 4 — Solvency Certifications

Based on and subject to the foregoing, and after giving effect to the Transactions on the Closing Date, the undersigned hereby certifies, in her capacity as Chief Financial Officer of the Borrower and not in her individual capacity, that as of the date hereof and immediately after giving effect to the Transactions:

4.1 — Fair Value (Balance Sheet Test)

The fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis is greater than the aggregate amount of all liabilities, including contingent liabilities, of the Borrower and its Subsidiaries on a consolidated basis.

For purposes of this certification, "fair value" means the amount at which the aggregate assets, both tangible and intangible, of the Borrower and its Subsidiaries on a consolidated basis would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, and neither being under any compulsion to buy or sell. The undersigned has considered that the Total Assets of the Consolidated Group were approximately $1.87 billion as of the most recently available balance sheet date (prior to giving effect to the Transactions), and that the Transactions result in additional equity capitalization of $410,000,000, the deposit of $750,000,000 into construction escrow accounts (which constitute assets of the Consolidated Group), and the retention of approximately $62,500,000 in unrestricted cash and $37,500,000 for working capital and general corporate purposes. The aggregate fair value of the Consolidated Group's assets, including the value of real property, data center infrastructure (both existing and under development), contractual rights under pre-lease letters of intent, intellectual property, customer relationships, and all other tangible and intangible assets, exceeds the aggregate amount of all liabilities of the Consolidated Group, including the $950,000,000 in Term Loan B indebtedness and all other liabilities (whether fixed, contingent, matured, or unmatured) on a consolidated basis.

The Net Total Debt of $887,500,000 is substantially less than the fair value of the Consolidated Group's total assets, and the equity contribution of $410,000,000 provides a meaningful equity cushion supporting the balance sheet solvency of the Consolidated Group.

4.2 — Fair Saleable Value; No Unreasonably Small Capital

(a) The present fair saleable value of the assets of the Borrower and its Subsidiaries on a consolidated basis exceeds the amount that will be required to pay the probable liability on their debts and other liabilities, including contingent liabilities, as they become absolute and matured, in the ordinary course of business.

(b) The Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Transactions, do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.

In reaching the foregoing determinations, the undersigned has considered, among other things:

(i) the residual unrestricted cash of $62,500,000 available to the Borrower immediately following the Closing Date;

(ii) the $100,000,000 in undrawn commitments under the Super-Senior Revolving Credit Facility, which provides immediate liquidity to fund working capital and other operating needs;

(iii) the approximately $402,750,000 in aggregate cash reserves on the consolidated balance sheet (including escrowed construction funds and unrestricted cash), which are available to fund development activities and operational requirements;

(iv) contracted and expected revenue from anchor tenants, including the Stratos Cloud Services, Inc. pre-lease ($14,400,000 per annum) and the Euronova Digital GmbH pre-lease (€9,800,000 per annum), which provide a baseline of committed revenue supporting the Consolidated Group's ability to service its debt obligations;

(v) the modest quarterly amortization requirement of $2,375,000 (1.00% per annum of original principal), which is well within the projected cash flow generation of the Consolidated Group; and

(vi) the financial projections and business plans prepared by management, which demonstrate that the Consolidated Group is expected to generate sufficient cash flows from operations to fund its ongoing capital needs, debt service obligations, and general corporate expenses throughout the term of the Credit Agreement.

Based on the foregoing, the undersigned is of the view that the Consolidated Group possesses adequate capital, liquidity, and financial resources to conduct its business operations as currently conducted and as proposed to be conducted.

4.3 — Ability to Pay Debts as They Become Due

The Borrower and its Subsidiaries on a consolidated basis are able to pay their debts and liabilities, including contingent obligations, as they become absolute and matured in the ordinary course of business.

In reaching this determination, the undersigned has considered:

(i) projected cash flows from existing operations and from the Virginia campus and Frankfurt campus upon completion of Phase I construction, which are expected to produce sufficient operating cash flow to cover all debt service payments, capital expenditures, and operating expenses;

(ii) contracted revenue from the pre-lease commitments described in Section 3(f) above, which provide a committed revenue stream supporting the Consolidated Group's cash flow projections;

(iii) the amortization schedule under the Credit Agreement, with the first quarterly amortization payment of $2,375,000 due on September 3, 2024, and the manageable annual debt service burden (aggregate principal amortization of $9,500,000 per annum, plus interest at SOFR + 425 bps and EURIBOR + 425 bps on the respective tranches);

(iv) the Minimum Interest Coverage Ratio financial covenant of 2.00x set forth in Section 7.11(b) of the Credit Agreement, which, based on current and projected financial performance, the Consolidated Group expects to satisfy with meaningful headroom throughout the term of the Credit Agreement; and

(v) the availability of the $100,000,000 Super-Senior Revolving Credit Facility (undrawn as of the Closing Date) as an additional source of liquidity to meet working capital needs and other payment obligations as they arise.

4.4 — No Intent to Hinder, Delay, or Defraud

The Borrower and its Subsidiaries have not incurred, and do not intend to incur, debts or liabilities beyond their ability to pay as such debts and liabilities mature. The Transactions described herein have been entered into for legitimate business purposes — namely, the development and construction of world-class hyperscale data center campuses in Northern Virginia and Frankfurt am Main, the refinancing of existing mezzanine indebtedness, and the capitalization of the Consolidated Group's ongoing operations.

The Transactions have not been entered into with actual intent to hinder, delay, or defraud any present or future creditors of the Borrower or any of its Subsidiaries. The undersigned is not aware of any facts or circumstances suggesting that the Transactions were motivated by any purpose other than the legitimate business objectives described herein.

Section 5 — Definitions and Interpretive Provisions

For purposes of this Solvency Certificate, the following terms shall have the meanings set forth below:

(a) "debt" means any liability on a claim;

(b) "claim" means any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured;

(c) "contingent liabilities" means liabilities and obligations of the type required to be disclosed in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"), as well as maximum estimated amounts of liabilities reasonably likely to result from pending litigation, asserted claims, and assessments, guarantees, uninsured risks, and other contingent liabilities of any kind or nature; and

(d) in computing the amount of contingent liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such amount is combinated as the mathematical product of the amount of the obligation and the probability of the occurrence of the contingency, or as a reasonable estimate of the expected liability giving due consideration to the likelihood that such contingency will occur and the amount that would be payable upon such occurrence).

All other capitalized terms used but not defined in this Solvency Certificate shall have the respective meanings assigned to such terms in the Credit Agreement.

Section 6 — Limitations and Qualifications

The undersigned sets forth the following limitations and qualifications with respect to the certifications contained in this Solvency Certificate:

(a) No Bankruptcy Law Determination. The determinations with respect to financial matters set forth herein were not made for the purpose of, and should not be construed as, establishing compliance with any provision of the Federal Bankruptcy Code (Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.), the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, the German Insolvenzordnung (InsO), or any similar federal, state, or foreign statute, regulation, or rule. Rather, such determinations were made solely to satisfy the requirements of Section 4.01(a)(ix) of the Credit Agreement, and the certifications contained herein are delivered solely for the benefit of the Administrative Agent, the Collateral Agent, and the Lenders party to the Credit Agreement.

(b) As of Closing Date. This Solvency Certificate is being delivered as of the Closing Date, June 3, 2024, and reflects the financial condition of the Consolidated Group as of such date, after giving pro forma effect to the Transactions. The certifications contained herein speak solely as of the date hereof and should not be relied upon as expressing any view as to the financial condition of the Consolidated Group at any other date.

(c) No Forward-Looking Views. The undersigned is not expressing any view, opinion, or forecast as to events occurring after the Closing Date, including, without limitation, changes in economic conditions, market conditions, interest rates, foreign exchange rates, the Consolidated Group's business or financial performance, or any other events or circumstances that may affect the solvency or financial condition of the Borrower or any of its Subsidiaries. The undersigned is not expressing any view as to the trading value or market price of any indebtedness (including the Term Loan B) or equity of the Borrower, the Parent Guarantor, or any of their respective Subsidiaries or Affiliates.

(d) Reliance on Financial Information. The undersigned has assumed, with the Borrower's consent and authorization, that the financial information provided to her by management of the Borrower and its Subsidiaries, as well as the financial statements, projections, budgets, and other data reviewed in connection with the preparation of this Solvency Certificate, is accurate and complete in all material respects. The undersigned has not independently verified such information and has relied upon the accuracy and completeness thereof in making the certifications set forth herein.

Section 7 — Governing Law

This Solvency Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).

[Signature Page Follows]

[SIGNATURE PAGE TO SOLVENCY CERTIFICATE]

IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of the date first written above, on behalf of the Borrower and its Subsidiaries on a consolidated basis.

IRONHAVEN DATA CENTERS LLC

By: ________

Name: Rebecca Sung

Title: Chief Financial Officer

Date: June 3, 2024

Delivered to:

Crescent Harbor Bank, N.A., as Administrative Agent Pinnacle Trust Company, N.A., as Collateral Agent Each of the Lenders party to the Credit Agreement

Calderwood & Harkness LLP — Matter No. 1043-00001	Billing Code: IHDC-TLB-2024	Crescent Harbor Deal Reference: CHB-LF-2024-0287
Capitalization Component	Amount
Senior Secured Term Loan B (aggregate principal)	$950,000,000
Super-Senior Revolving Credit Facility (committed / undrawn)	$100,000,000 (committed); $0 (drawn)
Total Funded Debt	$950,000,000
Less: Unrestricted Cash and Cash Equivalents	($62,500,000)
Net Total Debt	$887,500,000
LTM Adjusted EBITDA (twelve months ended March 31, 2024)	$165,800,000
Pro Forma Net Leverage Ratio	5.35x
Maximum Net Leverage Ratio (Financial Covenant)	6.00x
Covenant Cushion	0.65x
Equity Contribution (Thornfield Infrastructure Fund III, LP)	$410,000,000
Total Capitalization (Debt + Equity Contribution)	$1,360,000,000

SOLVENCY CERTIFICATE
Delivered pursuant to Section 4.01(a)(ix) of that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Borrower"),
IRONHAVEN FRANKFURT GMBH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"),
IRONHAVEN HOLDINGS INC., a Delaware corporation (the "Parent Guarantor"),
CRESCENT HARBOR BANK, N.A., as Administrative Agent,
PINNACLE TRUST COMPANY, N.A., as Collateral Agent,
and
THE LENDERS FROM TIME TO TIME PARTY THERETO
CUSIP: 46283LAA5
Date of Certificate: June 3, 2024 (the "Closing Date")
Section 1 — Recitals and Identification of Certifying Officer
The undersigned, Rebecca Sung, hereby certifies that she is the duly elected, qualified, and acting Chief Financial Officer of Ironhaven Data Centers LLC, a Delaware limited liability company, with its principal place of business at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147 (the "Borrower" or "IHDC"). The undersigned has served in such capacity since March 2022 and is authorized to execute and deliver this Solvency Certificate on behalf of the Borrower and its Subsidiaries.
This Solvency Certificate is being delivered as a condition precedent to the initial borrowing under the Credit Agreement on the Closing Date, June 3, 2024, as required by Section 4.01(a)(ix) thereof. The Administrative Agent has required delivery of this certificate as a condition to the effectiveness of the Credit Agreement and the funding of the Term Loan B on the Closing Date.
The undersigned is delivering this certificate solely in her capacity as Chief Financial Officer of the Borrower and not in her individual capacity, and no personal liability shall attach to the undersigned by reason of the execution, delivery, or performance of this certificate. The obligations and certifications set forth herein are obligations and certifications of the Borrower and not of the undersigned in her personal capacity.
The undersigned certifies that she is familiar with the business, assets, liabilities (including contingent liabilities), financial condition, and operations of the Borrower and its Subsidiaries, including:
(i) Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), the direct parent and sole member of the Borrower;
(ii) Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), registered at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, Amtsgericht Frankfurt am Main, HRB 129457, a wholly-owned subsidiary of the Borrower formed for the purpose of developing and operating the Frankfurt campus; and
(iii) all other direct and indirect subsidiaries of the Borrower (collectively with the Borrower, the "Loan Parties," and together with their subsidiaries, the "Consolidated Group").
For purposes of clarity, IHDC is wholly owned by Ironhaven Holdings Inc., which is in turn wholly owned by Thornfield Infrastructure Fund III, LP, a Delaware limited partnership that serves as the primary investment vehicle of Thornfield Capital Partners, LP. Thornfield Infrastructure Fund III, LP is the ultimate equity sponsor of the Consolidated Group.
The undersigned has made the certifications contained herein based upon her review of the financial and operational information described in Section 3 below, her familiarity with the business plans and financial projections of the Consolidated Group, and her understanding of the terms and conditions of the Transactions (as defined below) and the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement.
Section 2 — Description of Transactions
In connection with the initial borrowing under the Credit Agreement, the following transactions have been consummated, or are to be consummated substantially contemporaneously with the delivery of this Solvency Certificate, on the Closing Date (collectively, the "Transactions"). The solvency determinations set forth in Section 4 below are made after giving effect to each and all of the following Transactions:
(a) Incurrence of Term Loan B Indebtedness. The Borrower and the Co-Borrower have incurred $950,000,000 in aggregate principal amount of Senior Secured Term Loan B indebtedness under the Credit Agreement, consisting of:
(i) a USD Tranche in the principal amount of $675,000,000; and
(ii) a EUR Sub-Tranche in the principal amount of €253,571,429 (equivalent to approximately $275,000,000 at a EUR/USD spot rate of 1.0846 on the Closing Date),
in each case subject to an original issue discount of 0.50% (OID price of 99.50), yielding aggregate net cash proceeds to the Borrower and the Co-Borrower of approximately $945,250,000 after giving effect to such original issue discount.
(b) Equity Contribution. Thornfield Infrastructure Fund III, LP has contributed, through Ironhaven Holdings Inc. (the Parent Guarantor), cash equity in the amount of $410,000,000 to the Borrower in connection with the Transactions. Such equity contribution has been made in the form of a capital contribution to the Parent Guarantor, which in turn has contributed such amounts to the Borrower as additional equity.
(c) Application of Proceeds. The net cash proceeds of the Term Loan B and the equity contribution described in clauses (a) and (b) above, aggregating approximately $1,355,250,000, have been or will be applied on or about the Closing Date as follows:
(i) Virginia Campus Construction Escrow: $475,000,000 deposited into the Virginia Construction Escrow Account (Account No. [REDACTED], held at Crescent Harbor Bank, N.A.) to fund development and construction of the Virginia campus known as "Ironhaven Ashburn I," located in Loudoun County, Virginia;
(ii) Frankfurt Campus Construction Escrow: $275,000,000 (€253,571,429) deposited into the Frankfurt Construction Escrow Account (Baukonto held at Crescent Harbor Bank AG, Frankfurt branch) to fund development and construction of the Frankfurt campus known as "Ironhaven Frankfurt I," located in Frankfurt am Main, Germany;
(iii) Mezzanine Debt Repayment: $132,708,333.33, representing the repayment in full of $130,000,000 in outstanding principal amount, plus $2,708,333.33 in accrued payment-in-kind ("PIK") interest, under the Subordinated Mezzanine Notes, dated as of September 15, 2023, held by Greystone Mezzanine Fund II, LP, upon the effectiveness of which such mezzanine indebtedness shall be fully satisfied and discharged;
(iv) Transaction Fees and Expenses: approximately $32,500,000, consisting of (A) the arrangement fee of $14,250,000 payable to Crescent Harbor Bank, N.A. as Lead Arranger and Sole Bookrunner, (B) the ticking fee of $527,778 accrued during the marketing period from May 15, 2024 through the Closing Date, (C) agent fees payable to Crescent Harbor Bank, N.A. as Administrative Agent and Pinnacle Trust Company, N.A. as Collateral Agent, (D) legal fees and disbursements of Calderwood & Harkness LLP (counsel to the Borrower), Wendt Falkenberg Rechtsanwälte PartG mbB (German counsel to the Co-Borrower), and Blackthorn & Sundial Software (counsel to the Administrative Agent and the Lenders), and (E) all other customary transaction costs, including title insurance premiums, survey costs, environmental consultant fees, appraisal fees, rating agency fees, and filing and recording fees; and
(v) Working Capital and General Corporate Purposes: the remaining balance of approximately $37,500,000 to be retained by the Borrower for working capital and general corporate purposes.
(d) Granting of Liens and Security Interests. In connection with the Transactions, the Borrower, the Co-Borrower, and the other Loan Parties have granted or caused to be granted the following liens and security interests in favor of the Collateral Agent for the benefit of the Secured Parties:
(i) a first-priority lien and security interest in substantially all personal property of the Borrower and the other US Loan Parties, pursuant to the US Security Agreement, dated as of the date hereof;
(ii) a first-priority deed of trust lien encumbering the approximately 142-acre Virginia campus, situated in Loudoun County, Virginia, identified as Loudoun County Tax Parcel Nos. 087-27-1234 and 087-27-1235, pursuant to the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of the date hereof, in favor of the Collateral Agent;
(iii) a German-law security package, including a Grundschuld (land charge) over the Frankfurt campus parcel, registered at Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789, encompassing approximately 18.7 hectares, as well as a global assignment of receivables (Globalzession), a pledge of the shares (Geschäftsanteilsverpfändung) of the Co-Borrower, and an assignment by way of security (Sicherungsübereignung) of movable assets, in each case governed by German law; and
(iv) all other collateral documents, pledges, mortgages, security agreements, and similar instruments contemplated by the Credit Agreement and the other Loan Documents.
(e) Guarantee Agreement. Ironhaven Holdings Inc. (the Parent Guarantor) has executed and delivered the Guarantee Agreement, dated as of the date hereof, in favor of the Administrative Agent for the benefit of the Secured Parties, pursuant to which the Parent Guarantor has unconditionally and irrevocably guaranteed the payment and performance of all obligations of the Borrower and the Co-Borrower under the Credit Agreement and the other Loan Documents.
(f) Continuation of Super-Senior Revolving Credit Facility. The existing $100,000,000 Super-Senior Revolving Credit Facility (the "Revolving Facility"), established pursuant to the Super-Senior Revolving Credit Agreement, dated as of September 15, 2023, with Crescent Harbor Bank, N.A. as revolving agent, remains in full force and effect. As of the Closing Date, the Revolving Facility is entirely undrawn and the full $100,000,000 of commitments thereunder remain available to the Borrower, subject to the terms and conditions thereof. The Revolving Facility benefits from super-senior priority status in respect of the shared collateral, as more fully set forth in the Intercreditor Agreement, dated as of the date hereof.
(g) Other Transactions. All other transactions contemplated by the Credit Agreement and the related Loan Documents to be consummated on or before the Closing Date, including the delivery of legal opinions, officer's certificates, good standing certificates, insurance certificates, and all other deliverables required pursuant to Section 4.01 of the Credit Agreement.
Section 3 — Basis of Determination; Financial Information Reviewed
In reaching the determinations and certifications set forth in Section 4 below, the undersigned has reviewed and considered, among other things, the following information and materials:
(a) Audited Financial Statements. The audited consolidated financial statements of the Consolidated Group for the fiscal year ended December 31, 2023, including the consolidated balance sheet, consolidated statement of operations, consolidated statement of members' equity, and consolidated statement of cash flows, together with the notes thereto, as audited by Ashford & Mercer LLP, independent registered public accounting firm, which rendered an unqualified opinion thereon dated March 15, 2024.
(b) Interim Financial Statements. The unaudited consolidated financial statements of the Consolidated Group for the fiscal quarter ended March 31, 2024 and for the twelve-month ("LTM") period ended March 31, 2024, including the unaudited consolidated balance sheet as of March 31, 2024 and the related unaudited consolidated statements of operations and cash flows. These interim financial statements have been prepared in accordance with GAAP (subject to the absence of footnotes and normal year-end adjustments) and have been reviewed by the undersigned. The Consolidated Group's LTM Adjusted EBITDA for the twelve-month period ended March 31, 2024 was $165,800,000, as computed in accordance with the definition of "Consolidated Adjusted EBITDA" set forth in the Credit Agreement.
(c) Historical Revenue and Total Assets. Revenue for the LTM period ended September 30, 2023 was $412,600,000. Total Assets of the Consolidated Group as of the most recently available balance sheet date were approximately $1.87 billion. These figures were utilized by the undersigned as part of the overall assessment of the financial condition of the Consolidated Group, in conjunction with the pro forma adjustments described below.
(d) Pro Forma Capitalization. The pro forma capitalization of the Consolidated Group after giving effect to the Transactions is summarized in the following table:
The Pro Forma Net Leverage Ratio of 5.35x (calculated as $887,500,000 ÷ $165,800,000) is within the maximum Net Leverage Ratio covenant of 6.00x set forth in Section 7.11(a) of the Credit Agreement, providing a cushion of approximately 0.65x.
(e) Business Plans, Financial Projections, and Budgets. The business plans, financial projections, and capital budgets of the Consolidated Group as prepared by management and reviewed by the undersigned, including projected cash flows from the following data center campuses:
(i) Ironhaven Ashburn I (Virginia Campus): Located in Loudoun County, Virginia, with planned total capacity of 120 MW of critical IT load. Phase I (60 MW) is targeted for completion by Q4 2025 and is expected to generate annualized revenue of approximately $86,400,000 upon full lease-up. Construction is underway, with site preparation and foundation work substantially complete as of the Closing Date.
(ii) Ironhaven Frankfurt I (Frankfurt Campus): Located in the Ostend district of Frankfurt am Main, Germany, with planned total capacity of 80 MW of critical IT load. Phase I (40 MW) is targeted for completion by Q1 2026 and is expected to generate annualized revenue of approximately €38,400,000 upon full lease-up. Permitting and civil works have commenced, with Baugenehmigung (building permit) received on April 22, 2024.
(f) Pre-Lease Commitments. Existing pre-lease letters of intent providing contracted or expected revenue from anchor tenants, including:
(i) Stratos Cloud Services, Inc.: Letter of intent for 30 MW of critical IT load at the Virginia campus (Ironhaven Ashburn I), with a 5-year initial term, at an annual base rent of $14,400,000 (approximately $480,000 per MW per year). This pre-lease represents 50% of Phase I capacity at the Virginia campus.
(ii) Euronova Digital GmbH: Letter of intent for 20 MW of critical IT load at the Frankfurt campus (Ironhaven Frankfurt I), with a 7-year initial term, at an annual base rent of €9,800,000 (approximately €490,000 per MW per year). This pre-lease represents 50% of Phase I capacity at the Frankfurt campus.
(g) Terms of Indebtedness. The undersigned has reviewed and considered the terms of all indebtedness being incurred, continued, or refinanced in connection with the Transactions, including, without limitation:
(i) Interest Rate: The USD Tranche bears interest at a rate per annum equal to the Adjusted Term SOFR Rate plus 4.25% (425 basis points), with a SOFR floor of 0.50%. The EUR Sub-Tranche bears interest at a rate per annum equal to the EURIBOR Rate plus 4.25% (425 basis points), with a EURIBOR floor of 0.00%.
(ii) Amortization: Quarterly amortization of 1.00% per annum of the original aggregate principal amount of the Term Loan B, equating to aggregate quarterly principal payments of $2,375,000 (allocated pro rata between the USD Tranche and the EUR Sub-Tranche), with the first quarterly amortization payment due on September 3, 2024.
(iii) Maturity Date: June 3, 2031 (seven years from the Closing Date).
(iv) Prepayment Provisions: Customary soft-call premium of 1.00% on voluntary prepayments made within six months of the Closing Date; excess cash flow sweep commencing with the fiscal year ending December 31, 2025, subject to step-downs based on the Net Leverage Ratio.
(h) Market Conditions and Business Environment. The undersigned has considered the conditions of capital and credit markets as of the Closing Date, as well as the business environment in which the Consolidated Group operates, including the hyperscale data center development and colocation services sector. The undersigned notes that demand for data center capacity continues to experience robust growth driven by cloud computing, artificial intelligence workloads, and enterprise digital transformation. The Northern Virginia and Frankfurt markets, where the Consolidated Group's campuses are located, represent the two largest data center markets in the world, with strong fundamentals including low vacancy rates, high barriers to entry, and access to ample fiber connectivity and power infrastructure.
Section 4 — Solvency Certifications
Based on and subject to the foregoing, and after giving effect to the Transactions on the Closing Date, the undersigned hereby certifies, in her capacity as Chief Financial Officer of the Borrower and not in her individual capacity, that as of the date hereof and immediately after giving effect to the Transactions:
4.1 — Fair Value (Balance Sheet Test)
The fair value of the assets of the Borrower and its Subsidiaries on a consolidated basis is greater than the aggregate amount of all liabilities, including contingent liabilities, of the Borrower and its Subsidiaries on a consolidated basis.
For purposes of this certification, "fair value" means the amount at which the aggregate assets, both tangible and intangible, of the Borrower and its Subsidiaries on a consolidated basis would change hands between a willing buyer and a willing seller, within a commercially reasonable period of time, each having reasonable knowledge of the relevant facts, and neither being under any compulsion to buy or sell. The undersigned has considered that the Total Assets of the Consolidated Group were approximately $1.87 billion as of the most recently available balance sheet date (prior to giving effect to the Transactions), and that the Transactions result in additional equity capitalization of $410,000,000, the deposit of $750,000,000 into construction escrow accounts (which constitute assets of the Consolidated Group), and the retention of approximately $62,500,000 in unrestricted cash and $37,500,000 for working capital and general corporate purposes. The aggregate fair value of the Consolidated Group's assets, including the value of real property, data center infrastructure (both existing and under development), contractual rights under pre-lease letters of intent, intellectual property, customer relationships, and all other tangible and intangible assets, exceeds the aggregate amount of all liabilities of the Consolidated Group, including the $950,000,000 in Term Loan B indebtedness and all other liabilities (whether fixed, contingent, matured, or unmatured) on a consolidated basis.
The Net Total Debt of $887,500,000 is substantially less than the fair value of the Consolidated Group's total assets, and the equity contribution of $410,000,000 provides a meaningful equity cushion supporting the balance sheet solvency of the Consolidated Group.
4.2 — Fair Saleable Value; No Unreasonably Small Capital
(a) The present fair saleable value of the assets of the Borrower and its Subsidiaries on a consolidated basis exceeds the amount that will be required to pay the probable liability on their debts and other liabilities, including contingent liabilities, as they become absolute and matured, in the ordinary course of business.
(b) The Borrower and its Subsidiaries on a consolidated basis, after giving effect to the Transactions, do not have unreasonably small capital with which to conduct the businesses in which they are engaged as such businesses are now conducted and are proposed to be conducted following the Closing Date.
In reaching the foregoing determinations, the undersigned has considered, among other things:
(i) the residual unrestricted cash of $62,500,000 available to the Borrower immediately following the Closing Date;
(ii) the $100,000,000 in undrawn commitments under the Super-Senior Revolving Credit Facility, which provides immediate liquidity to fund working capital and other operating needs;
(iii) the approximately $402,750,000 in aggregate cash reserves on the consolidated balance sheet (including escrowed construction funds and unrestricted cash), which are available to fund development activities and operational requirements;
(iv) contracted and expected revenue from anchor tenants, including the Stratos Cloud Services, Inc. pre-lease ($14,400,000 per annum) and the Euronova Digital GmbH pre-lease (€9,800,000 per annum), which provide a baseline of committed revenue supporting the Consolidated Group's ability to service its debt obligations;
(v) the modest quarterly amortization requirement of $2,375,000 (1.00% per annum of original principal), which is well within the projected cash flow generation of the Consolidated Group; and
(vi) the financial projections and business plans prepared by management, which demonstrate that the Consolidated Group is expected to generate sufficient cash flows from operations to fund its ongoing capital needs, debt service obligations, and general corporate expenses throughout the term of the Credit Agreement.
Based on the foregoing, the undersigned is of the view that the Consolidated Group possesses adequate capital, liquidity, and financial resources to conduct its business operations as currently conducted and as proposed to be conducted.
4.3 — Ability to Pay Debts as They Become Due
The Borrower and its Subsidiaries on a consolidated basis are able to pay their debts and liabilities, including contingent obligations, as they become absolute and matured in the ordinary course of business.
In reaching this determination, the undersigned has considered:
(i) projected cash flows from existing operations and from the Virginia campus and Frankfurt campus upon completion of Phase I construction, which are expected to produce sufficient operating cash flow to cover all debt service payments, capital expenditures, and operating expenses;
(ii) contracted revenue from the pre-lease commitments described in Section 3(f) above, which provide a committed revenue stream supporting the Consolidated Group's cash flow projections;
(iii) the amortization schedule under the Credit Agreement, with the first quarterly amortization payment of $2,375,000 due on September 3, 2024, and the manageable annual debt service burden (aggregate principal amortization of $9,500,000 per annum, plus interest at SOFR + 425 bps and EURIBOR + 425 bps on the respective tranches);
(iv) the Minimum Interest Coverage Ratio financial covenant of 2.00x set forth in Section 7.11(b) of the Credit Agreement, which, based on current and projected financial performance, the Consolidated Group expects to satisfy with meaningful headroom throughout the term of the Credit Agreement; and
(v) the availability of the $100,000,000 Super-Senior Revolving Credit Facility (undrawn as of the Closing Date) as an additional source of liquidity to meet working capital needs and other payment obligations as they arise.
4.4 — No Intent to Hinder, Delay, or Defraud
The Borrower and its Subsidiaries have not incurred, and do not intend to incur, debts or liabilities beyond their ability to pay as such debts and liabilities mature. The Transactions described herein have been entered into for legitimate business purposes — namely, the development and construction of world-class hyperscale data center campuses in Northern Virginia and Frankfurt am Main, the refinancing of existing mezzanine indebtedness, and the capitalization of the Consolidated Group's ongoing operations.
The Transactions have not been entered into with actual intent to hinder, delay, or defraud any present or future creditors of the Borrower or any of its Subsidiaries. The undersigned is not aware of any facts or circumstances suggesting that the Transactions were motivated by any purpose other than the legitimate business objectives described herein.
Section 5 — Definitions and Interpretive Provisions
For purposes of this Solvency Certificate, the following terms shall have the meanings set forth below:
(a) "debt" means any liability on a claim;
(b) "claim" means any right to payment, whether or not such right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured;
(c) "contingent liabilities" means liabilities and obligations of the type required to be disclosed in financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP"), as well as maximum estimated amounts of liabilities reasonably likely to result from pending litigation, asserted claims, and assessments, guarantees, uninsured risks, and other contingent liabilities of any kind or nature; and
(d) in computing the amount of contingent liabilities at any time, such liabilities shall be computed at the amount that, in light of all the facts and circumstances existing at such time, represents the amount that can reasonably be expected to become an actual or matured liability (irrespective of whether such amount is combinated as the mathematical product of the amount of the obligation and the probability of the occurrence of the contingency, or as a reasonable estimate of the expected liability giving due consideration to the likelihood that such contingency will occur and the amount that would be payable upon such occurrence).
All other capitalized terms used but not defined in this Solvency Certificate shall have the respective meanings assigned to such terms in the Credit Agreement.
Section 6 — Limitations and Qualifications
The undersigned sets forth the following limitations and qualifications with respect to the certifications contained in this Solvency Certificate:
(a) No Bankruptcy Law Determination. The determinations with respect to financial matters set forth herein were not made for the purpose of, and should not be construed as, establishing compliance with any provision of the Federal Bankruptcy Code (Title 11 of the United States Code, 11 U.S.C. §§ 101 et seq.), the Uniform Fraudulent Transfer Act, the Uniform Voidable Transactions Act, the German Insolvenzordnung (InsO), or any similar federal, state, or foreign statute, regulation, or rule. Rather, such determinations were made solely to satisfy the requirements of Section 4.01(a)(ix) of the Credit Agreement, and the certifications contained herein are delivered solely for the benefit of the Administrative Agent, the Collateral Agent, and the Lenders party to the Credit Agreement.
(b) As of Closing Date. This Solvency Certificate is being delivered as of the Closing Date, June 3, 2024, and reflects the financial condition of the Consolidated Group as of such date, after giving pro forma effect to the Transactions. The certifications contained herein speak solely as of the date hereof and should not be relied upon as expressing any view as to the financial condition of the Consolidated Group at any other date.
(c) No Forward-Looking Views. The undersigned is not expressing any view, opinion, or forecast as to events occurring after the Closing Date, including, without limitation, changes in economic conditions, market conditions, interest rates, foreign exchange rates, the Consolidated Group's business or financial performance, or any other events or circumstances that may affect the solvency or financial condition of the Borrower or any of its Subsidiaries. The undersigned is not expressing any view as to the trading value or market price of any indebtedness (including the Term Loan B) or equity of the Borrower, the Parent Guarantor, or any of their respective Subsidiaries or Affiliates.
(d) Reliance on Financial Information. The undersigned has assumed, with the Borrower's consent and authorization, that the financial information provided to her by management of the Borrower and its Subsidiaries, as well as the financial statements, projections, budgets, and other data reviewed in connection with the preparation of this Solvency Certificate, is accurate and complete in all material respects. The undersigned has not independently verified such information and has relied upon the accuracy and completeness thereof in making the certifications set forth herein.
Section 7 — Governing Law
This Solvency Certificate shall be governed by, and construed in accordance with, the laws of the State of New York, without regard to the conflict of laws principles thereof (other than Section 5-1401 and Section 5-1402 of the New York General Obligations Law).
[Signature Page Follows]
[SIGNATURE PAGE TO SOLVENCY CERTIFICATE]
IN WITNESS WHEREOF, the undersigned has executed and delivered this Solvency Certificate as of the date first written above, on behalf of the Borrower and its Subsidiaries on a consolidated basis.
IRONHAVEN DATA CENTERS LLC
By: ________
Name: Rebecca Sung
Title: Chief Financial Officer
Date: June 3, 2024
Delivered to:
Crescent Harbor Bank, N.A., as Administrative Agent Pinnacle Trust Company, N.A., as Collateral Agent Each of the Lenders party to the Credit Agreement
Calderwood & Harkness LLP — Matter No. 1043-00001 | Billing Code: IHDC-TLB-2024 | Crescent Harbor Deal Reference: CHB-LF-2024-0287
Capitalization Component | Amount
Senior Secured Term Loan B (aggregate principal) | $950,000,000
Super-Senior Revolving Credit Facility (committed / undrawn) | $100,000,000 (committed); $0 (drawn)
Total Funded Debt | $950,000,000
Less: Unrestricted Cash and Cash Equivalents | ($62,500,000)
Net Total Debt | $887,500,000
LTM Adjusted EBITDA (twelve months ended March 31, 2024) | $165,800,000
Pro Forma Net Leverage Ratio | 5.35x
Maximum Net Leverage Ratio (Financial Covenant) | 6.00x
Covenant Cushion | 0.65x
Equity Contribution (Thornfield Infrastructure Fund III, LP) | $410,000,000
Total Capitalization (Debt + Equity Contribution) | $1,360,000,000

SOLVENCY CERTIFICATE

THE LENDERS FROM TIME TO TIME PARTY THERETO

CUSIP: 46283LAA5

IRONHAVEN DATA CENTERS LLC

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