Dear Dr. Wendt, Dear Ms. Falkenberg,
I hope this email finds you well. I am writing in connection with the Ironhaven Data Centers LLC / Ironhaven Frankfurt GmbH $950,000,000 Senior Secured Term Loan B financing (Calderwood & Harkness Matter No. 1043-00001). As you know, signing is currently targeted for May 15, 2024, with closing and funding on June 3, 2024.
The purpose of this email is threefold: (i) to coordinate the notarization schedule for the two German-law security documents requiring notarization — the Grundschuld (land charge) and the share pledge — (ii) to confirm the Grundbuchamt filing timeline, and (iii) to transmit updated drafts of each instrument for your review. I have organized the discussion below by topic for ease of reference.
**1. Grundschuld (Land Charge) — Grundschuldbestellungsurkunde**
The Grundschuld is to be registered over the Frankfurt campus parcel, described as follows:
- Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789 - Approximately 18.7 hectares - Located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany
The secured party / beneficiary is Pinnacle Trust Company, N.A., acting through its London branch as Security Trustee under the parallel debt structure established in the Sicherheitentreuhandvertrag.
Attached as **Attachment 1** is the draft Grundschuldbestellungsurkunde in redline against the prior version circulated on April 10. We would be grateful for your review and comments, and in particular ask that you focus on the following:
- The form of the abstract acknowledgment of debt (*abstraktes Schuldanerkenntnis*) and submission to immediate enforcement (*Unterwerfung unter die sofortige Zwangsvollstreckung*) — please confirm that these are in customary form and enforceable; - Confirmation that the notarial deed form is acceptable to the relevant Notar; and - Any comments that may have been received from Blackthorn & Brightmoor Systems's Frankfurt office (Maximilian Roth) that need to be addressed in this draft. We have been coordinating with Blackthorn & Brightmoor Systems on the lender-side German counsel review in parallel and will share any comments we receive from them as soon as available.
Could you also please confirm which Notar you would recommend in Frankfurt for the notarization? Please note that Katarina Bremer (local Managing Director of IHDC Frankfurt, copied here) will attend the notarization appointment on behalf of the company.
We would propose scheduling the notarization of the Grundschuld during the **week of May 6, 2024**, which should allow sufficient time for the notarized deed to be available for the May 15 signing and for the Grundbuchamt filing to be initiated promptly thereafter.
**2. Share Pledge — Anteilsverpfändungsvertrag**
The notarized share pledge covers 100% of the Geschäftsanteile in Ironhaven Frankfurt GmbH (registered with the Amtsgericht Frankfurt am Main, HRB 129457), pledged by Ironhaven Data Centers LLC as sole quotaholder in favor of Pinnacle Trust Company, N.A. as Security Trustee.
Attached as **Attachment 2** is a clean draft of the Anteilsverpfändungsvertrag for your review.
A few additional points on this document:
- The shareholder resolutions of Ironhaven Data Centers LLC (as sole quotaholder of IHDC Frankfurt) authorizing entry into the share pledge and the Credit Agreement are being prepared by Calderwood & Harkness and will be circulated separately for your review for German-law compliance. - We would appreciate your view on whether the share pledge notarization can be **combined with the Grundschuld notarization** in a single appointment before the same Notar. If feasible, this would reduce scheduling complexity and cost. - We understand that the pledge notification to IHDC Frankfurt (as the company whose shares are pledged) and entry in the company's list of shareholders (Gesellschafterliste) will need to be coordinated. Could you please advise on the timing and process for updating the Gesellschafterliste at the Handelsregister?
**3. Grundbuchamt Filing Timeline**
Under the Credit Agreement's conditions precedent, either (a) evidence of submission of the Grundschuld for registration at the Grundbuchamt (land registry) must be delivered at or prior to closing on June 3, 2024, or (b) at minimum, the parties need to have filed the application and received a priority notice (*Vormerkung*) or confirmation of receipt of the application.
We have several requests on this front:
- Could you please provide your estimate of the **Grundbuchamt Frankfurt processing timeline** — specifically, the expected timeframe from submission of the application to actual registration of the Grundschuld? For planning purposes, the post-closing letter will track full Grundbuch registration as a post-closing item, with an expected completion by **August 2024**. - Could you also confirm the **required filing documents** (notarized deed, application form, any powers of attorney) and any **notarial certification fees or registration taxes** (Grundbuchkosten) so that these can be included in the transaction cost budget?
An updated closing agenda excerpt covering the German security documents section is attached as **Attachment 3** for your reference.
**4. Parallel Debt / Security Purpose Agreement Coordination**
As a brief note, the German Parallel Debt and Security Trust Agreement (*Sicherheitentreuhandvertrag*) and the Security Purpose Agreement (*Sicherungszweckerklärung*) are being finalized in parallel. These do not require notarization but must be consistent with the notarized documents. We would ask that you please **flag any cross-referencing issues** you identify as you review the attached drafts.
Additionally, the following German-law security documents are being prepared and will be circulated shortly for your review:
- Global Assignment of Receivables (*Globalzession*) - Account Pledge (*Kontoverpfändung*) over IHDC Frankfurt accounts at NordBrücke AG - Security Transfer of Movable Assets (*Sicherungsübereignungsvertrag*)
These likewise do not require notarization.
**5. German Local Counsel Legal Opinion**
As a reminder, Wendt Falkenberg's legal opinion — addressed to the Administrative Agent, Crescent Harbor Bank, N.A., and the Lenders — is a condition to closing. The opinion will need to cover corporate capacity of IHDC Frankfurt, enforceability of the German security documents, and perfection of the Grundschuld and share pledge under German law.
We would ask that you **begin preparing the draft opinion** at your earliest convenience and provide your standard form so that we can review and coordinate with Blackthorn & Brightmoor Systems, who will have comments on the opinion's form and scope on behalf of the lender group.
**6. Action Items and Proposed Timeline**
For ease of tracking, below is a summary of the key action items and proposed deadlines:
- **By April 25, 2024:** Wendt Falkenberg to return comments on the draft Grundschuldbestellungsurkunde and the draft Anteilsverpfändungsvertrag - **By April 25, 2024:** Wendt Falkenberg to confirm recommended Notar and availability for the week of May 6 - **By April 30, 2024:** Wendt Falkenberg to provide estimate of Grundbuchamt filing timeline and associated costs (notarial fees, Grundbuchkosten) - **By May 3, 2024:** Wendt Falkenberg to circulate draft legal opinion - **Week of May 6, 2024:** Notarization appointment for Grundschuld and share pledge (Katarina Bremer to attend on behalf of IHDC Frankfurt) - **May 15, 2024:** Signing date for the Credit Agreement and all ancillary documents - **Promptly after May 15 / by June 3, 2024:** Grundbuchamt filing to be submitted; evidence of submission to be delivered at closing - **June 3, 2024:** Closing / funding date - **By August 2024 (est.):** Grundbuch registration completion (post-closing item)
Please let us know if any of these dates present difficulties, and we will adjust accordingly.
**7. Availability for a Call**
I am available for a call tomorrow (Friday, April 19) or early next week to discuss any questions — I am mindful of the time difference (New York is six hours behind Frankfurt), so I am happy to accommodate a morning call on your end. If it would be helpful, I can also arrange a joint call with Daniel Obi and Stephanie Okafor from our team.
Thank you very much for your continued coordination on the German workstream. We very much appreciate your team's responsiveness and expertise on these matters, and we look forward to your comments.
With kind regards,
**Lisa Morrow** Associate Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 T: +1 (212) 555-0147 F: +1 (212) 555-0100 E: lmorrow@calderwoodharkness.com
Matter No. 1043-00001
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