1043-00001 · Ironhaven Holdings · Correspondence

letter-cim-transmittal-negative-assurance.docx DOCUMENT Finance & Banking

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CONFIDENTIAL — SUBJECT TO CONFIDENTIALITY AGREEMENT

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

Telephone: (212) 455-7000 Facsimile: (212) 455-7001

March 14, 2024

Matter No. 1043-00001

Priya Nair Director, Data Center & Digital Infrastructure Lending Crescent Harbor Bank, National Association 1200 Harbor Point Drive Charlotte, North Carolina 28202

Re: Ironhaven Data Centers LLC — $950,000,000 Senior Secured Term Loan B Credit Facility — Transmittal of Confidential Information Memorandum and Negative Assurance Letter

Deal Reference: CHB-LF-2024-0287 / C&H Matter No. 1043-00001

Dear Ms. Nair:

I. Introductory Paragraph — Scope of Engagement and Letter Purpose

Calderwood & Harkness LLP ("Calderwood & Harkness," "we," "us," or the "Firm") serves as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), with its principal office and headquarters located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, in connection with the proposed $950,000,000 Senior Secured Term Loan B Credit Facility (the "Credit Facility"). We understand that Crescent Harbor Bank, National Association ("Crescent Harbor" or the "Administrative Agent"), with its principal office at 1200 Harbor Point Drive, Charlotte, North Carolina 28202, is acting as Sole Lead Arranger and Sole Bookrunner for the Credit Facility.

The purpose of this letter is twofold: (i) to transmit herewith the Confidential Information Memorandum dated March 14, 2024 (the "CIM"), prepared by Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner and reviewed by Calderwood & Harkness for legal accuracy, as more fully described below, and (ii) to deliver the negative assurance letter described herein in connection with the syndication of the Credit Facility, which syndication is expected to be launched on March 15, 2024.

As reflected in the CIM and in the organizational documents we have reviewed, the Borrower's parent guarantor is Ironhaven Holdings Inc., a Delaware corporation ("Holdings"), which is the direct and sole equity owner of IHDC. The co-borrower under the Credit Facility is Ironhaven Frankfurt GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) registered under HRB 129457 at the Amtsgericht Frankfurt am Main, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany ("IHDC Frankfurt" and, together with IHDC, the "Borrowers").

IHDC is a portfolio company of Thornfield Capital Partners, LP ("Thornfield" or the "Sponsor"), a Delaware limited partnership. IHDC is held by Thornfield through its investment fund vehicle, Thornfield Infrastructure Fund III, LP ("Fund III"), which is making a $410,000,000 equity contribution in connection with the transaction contemplated by the Credit Facility.

The Credit Facility will fund the development, construction, and initial operation of two hyperscale data-center campuses: (a) a campus located in Loudoun County, Virginia, known as "Ironhaven Ashburn I" (the "Virginia Campus"), and (b) a campus located in Frankfurt, Germany, known as "Ironhaven Frankfurt I" (the "Frankfurt Campus" and, together with the Virginia Campus, the "Projects"). Additional detail regarding each campus, the proposed terms of the Credit Facility, and the Borrower's business is set forth in the CIM, as described in Section II below.

II. Description of the Confidential Information Memorandum

Calderwood & Harkness is transmitting herewith one (1) electronic copy of the Confidential Information Memorandum, dated March 14, 2024 (the "CIM"), prepared by Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facility. The CIM has been prepared for the purpose of furnishing prospective syndicate lenders with a summary of the Borrower, its business, the Projects, the proposed terms of the Credit Facility, and certain related information. We describe below the principal topics addressed in the CIM.

A. The Borrower and Its Business

The CIM provides an overview of IHDC and its business, which encompasses the development, ownership, and operation of hyperscale data-center campuses, as well as the provision of colocation and wholesale hosting services to enterprise, hyperscale cloud, and managed services customers. IHDC currently operates a portfolio of data-center facilities across the United States and Europe and is in the process of expanding its footprint through the construction of the Virginia Campus and the Frankfurt Campus.

B. Ownership Structure

The CIM describes the Borrower's ownership structure in detail. IHDC is wholly owned by Ironhaven Holdings Inc., a Delaware corporation, which in turn is wholly owned by Thornfield Infrastructure Fund III, LP, an investment fund managed by the Sponsor, Thornfield Capital Partners, LP. Holdings serves as the parent guarantor of the Credit Facility, and its obligations in that capacity are described in the CIM.

C. Key Management

The CIM identifies the following members of the Borrower's senior management team:

• Marcus Delaine, Chief Executive Officer

• Rebecca Sung, Chief Financial Officer

• Jonathan Pryce-Williams, General Counsel & Secretary

• Andrei Volkov, Chief Technology Officer

• Natasha Greenfeld, Vice President, Treasury & Capital Markets

The CIM includes biographical summaries and descriptions of each officer's role and experience relevant to the development and operation of data-center infrastructure.

D. Key Financial Metrics

The CIM sets forth certain key financial metrics of the Borrower and its consolidated subsidiaries, including:

• Last-twelve-months ("LTM") revenue of $412.6 million as of September 30, 2023;

• LTM Adjusted EBITDA of $165.8 million as of March 31, 2024 (annualized based on available interim financial data); and

• Total assets of $1.87 billion as of the most recently reported period.

These financial metrics, together with historical and projected financial statements, are presented in the CIM and are based upon information provided by the Borrower and/or prepared by Crescent Harbor. Calderwood & Harkness did not independently verify the accuracy of such financial data, as more fully discussed in Section III below.

E. Data Center Campus Descriptions

The CIM contains detailed descriptions of the two data-center campuses to be developed with the proceeds of the Credit Facility:

Virginia Campus — "Ironhaven Ashburn I"

The Virginia Campus is located on approximately 142 acres of land in Loudoun County, Virginia (Tax Parcel Nos. 087-27-1234 and 087-27-1235). The campus is planned for a total critical IT load capacity of approximately 120 megawatts ("MW"). Phase I of the Virginia Campus is designed to deliver approximately 60 MW of critical IT load and has an estimated construction cost of approximately $475 million. Phase I completion is currently estimated for the fourth quarter of 2025.

The Borrower has entered into a pre-lease letter of intent with Stratos Cloud Services, Inc. for the lease of approximately 30 MW of critical IT load capacity at the Virginia Campus. The pre-lease LOI contemplates a five-year initial term with an annual base rent of approximately $14.4 million. The pre-lease LOI is described in greater detail in the CIM, including a summary of key terms and conditions precedent to execution of a definitive lease agreement.

Frankfurt Campus — "Ironhaven Frankfurt I"

The Frankfurt Campus is located on a site of approximately 18.7 hectares at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. The campus is planned for a total critical IT load capacity of approximately 80 MW. Phase I of the Frankfurt Campus is designed to deliver approximately 40 MW of critical IT load, with an estimated construction cost of approximately €253.6 million (approximately $275 million equivalent at an exchange rate of EUR/USD 1.0846). Phase I completion is currently estimated for the first quarter of 2026.

The Borrower's subsidiary, IHDC Frankfurt, has entered into a pre-lease letter of intent with Euronova Digital GmbH for the lease of approximately 20 MW of critical IT load capacity at the Frankfurt Campus. The pre-lease LOI contemplates a seven-year initial term with an annual base rent of approximately €9.8 million. The pre-lease LOI is described in greater detail in the CIM, including a summary of key terms and conditions precedent to execution of a definitive lease agreement.

F. Proposed Terms of the Credit Facility

The CIM describes the proposed terms and conditions of the Credit Facility in detail. The principal terms, as set forth in the CIM and based on the Commitment Letter dated February 28, 2024 and the draft Credit Agreement and related documentation under negotiation as of the date of this letter, are summarized below:

Facility Type: Senior Secured Term Loan B

Aggregate Commitments: $950,000,000

Tranches:

• USD Tranche: $675,000,000

• EUR Sub-Tranche: €253,571,429 (approximately $275,000,000, based on a EUR/USD exchange rate of 1.0846 as of the date of this letter)

Interest Rate:

• USD Tranche: Secured Overnight Financing Rate ("SOFR") plus 425 basis points per annum, subject to a SOFR floor of 0.50%

• EUR Sub-Tranche: Euro Interbank Offered Rate ("EURIBOR") plus 425 basis points per annum, subject to a EURIBOR floor of 0.00%

Maturity: Seven (7) years from the Closing Date (anticipated maturity date: June 3, 2031)

Amortization: 1.00% per annum of the original aggregate principal amount, payable in equal quarterly installments of $2,375,000 (in the aggregate across both tranches), with the balance due at maturity

Original Issue discount ("OID"): 99.50 (i.e., 50 basis points), resulting in net proceeds of approximately $945,250,000

Call Protection: 101 soft call for a period of six (6) months following the Closing Date

Financial Covenants:

• Maximum Net Leverage Ratio: 6.00 to 1.00

• Minimum Interest Coverage Ratio: 2.00 to 1.00

Mandatory Prepayment:

• Excess Cash Flow Sweep: 75% of annual Excess Cash Flow when the Net Leverage Ratio exceeds 4.50x; stepping down to 50% when the Net Leverage Ratio is equal to or less than 4.50x but exceeds 3.50x; stepping down to 25% when the Net Leverage Ratio is equal to or less than 3.50x

• Change of Control: Mandatory prepayment at 101% of outstanding principal upon the occurrence of a Change of Control (as defined in the Credit Agreement)

Capital Expenditure Limitations:

• FY2024: $325,000,000

• FY2025 and each fiscal year thereafter: $250,000,000

• Unused amounts may be carried forward to the immediately succeeding fiscal year, up to a maximum of 25% of the applicable CapEx limit for the prior fiscal year

G. Pro Forma Capitalization

The CIM sets forth a pro forma capitalization table reflecting the anticipated capital structure of the Borrower and its consolidated subsidiaries at the closing of the Credit Facility. The key elements of the pro forma capitalization, as described in the CIM, include:

H. Use of Proceeds

The CIM describes the anticipated use of proceeds from the Credit Facility as follows:

I. Collateral Package

The CIM provides a summary of the collateral package securing the Credit Facility, which includes both domestic (United States) and German-law security interests. The domestic security package is described as including substantially all of the assets of the Borrower and the Guarantors, including pledges of equity interests, real property mortgages, and security interests in personal property. The German-law security is described as including share pledges (Anteilsverpfändung) over the equity of IHDC Frankfurt, account pledges (Kontoverpfändung), and assignments of receivables and contractual rights (Sicherungsabtretung). The collateral structure is described in greater detail in the CIM and will be more fully reflected in the definitive Credit Agreement and ancillary security documentation.

J. Proposed Syndicate Composition

The CIM sets forth the proposed syndicate composition and anticipated commitment amounts for the Credit Facility, including the identities and expected hold levels of prospective syndicate lenders.

K. Confidentiality. The CIM is being furnished to prospective lenders on a confidential basis in connection with the syndication process and is subject to the confidentiality restrictions set forth therein. Each recipient of the CIM is required to acknowledge and agree to such confidentiality restrictions prior to receiving a copy of the CIM.

L. Calderwood & Harkness's Role in Review of the CIM

We confirm that Calderwood & Harkness assisted in reviewing the CIM for legal accuracy, including, without limitation, descriptions of the proposed terms and conditions of the Credit Facility, the collateral structure, applicable regulatory matters, and descriptions of the corporate entities comprising the Borrower, the Guarantors, and the co-borrower. However, Calderwood & Harkness did not independently verify, and expresses no view or opinion regarding, the financial projections, business plans, market data, or other forward-looking information contained in the CIM, which were prepared by the Borrower and/or Crescent Harbor. Our review of the CIM was limited to legal matters within our professional competence and was conducted for the purpose of providing the negative assurance set forth in Section IV below.

III. Role of Calderwood & Harkness; Limitations

We wish to clarify that Calderwood & Harkness serves as counsel to IHDC (the Borrower) in connection with the transactions contemplated by the Credit Facility. We do not serve as counsel to Crescent Harbor Bank, N.A. or to any prospective syndicate lender or other party to the Credit Facility. Crescent Harbor is separately represented by Blackthorn & Sundial Software, and each prospective syndicate lender is encouraged to rely on its own counsel with respect to the terms of the Credit Facility and the CIM.

This letter is furnished at the request of Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner, and with the express authorization of the Borrower, for use solely in connection with the syndication of the Credit Facility. This letter is not intended to, and shall not, create any attorney-client relationship between Calderwood & Harkness and Crescent Harbor, any prospective lender, or any other person or entity.

Calderwood & Harkness has not been engaged to perform, and has not performed, an independent investigation, verification, or audit of the Borrower, its subsidiaries, or any of their respective assets, liabilities, financial condition, or results of operations, nor has the Firm independently investigated or verified the accuracy or completeness of the CIM.

In connection with the preparation of this letter and the review of the CIM, Calderwood & Harkness has undertaken the following, which constitutes the scope of our review:

(a) Review of certain documents, agreements, and instruments provided by the Borrower and its affiliates, including material contracts, leases, and governmental permits and approvals;

(b) Review of drafts of the Credit Agreement (including the Commitment Letter dated February 28, 2024, and the most recent draft Credit Agreement), together with ancillary documents under negotiation between the Borrower and Blackthorn & Sundial Software, counsel to the Administrative Agent and the Lenders;

(c) Review of the organizational documents of IHDC, including its Certificate of Formation and Limited Liability Company Agreement, the Certificate of Incorporation and Bylaws of Ironhaven Holdings Inc., and the articles of association (Gesellschaftsvertrag) of IHDC Frankfurt;

(d) Discussions with officers and representatives of the Borrower, including Marcus Delaine (Chief Executive Officer), Rebecca Sung (Chief Financial Officer), Jonathan Pryce-Williams (General Counsel & Secretary), and Natasha Greenfeld (Vice President, Treasury & Capital Markets), regarding the business, operations, legal matters, and financial condition of the Borrower;

(e) Review of the Borrower's existing indebtedness, including (i) the $130,000,000 in aggregate principal amount of mezzanine notes currently outstanding and held by Greystone Mezzanine Fund II, LP (to be refinanced with proceeds of the Credit Facility), and (ii) the $100,000,000 Super-Senior Revolving Credit Facility with Crescent Harbor Bank, N.A. (currently undrawn), together with related intercreditor arrangements;

(f) Review of title and survey materials for the Virginia Campus prepared by Keystone Title Guaranty Company and the surveyor engaged by the Borrower, including preliminary title commitments, exception documents, and ALTA/NSPS Land Title Survey plats;

(g) Review of Phase I and Phase II Environmental Site Assessment reports and related environmental compliance documentation prepared by Greenline Environmental Solutions, Inc. for both the Virginia Campus and the Frankfurt Campus; and

(h) Review of appraisals of the Virginia Campus and the Frankfurt Campus prepared by Meridian Valuation Group, LLC, including "as-is" and "as-complete" valuations.

We expressly state that Calderwood & Harkness has not verified, and assumes no responsibility for the accuracy or completeness of, the financial statements (whether audited or unaudited), financial projections, pro forma financial data, or other financial information contained in the CIM. The audited financial statements of the Borrower and its consolidated subsidiaries included in the CIM were audited by Ashford & Mercer LLP, an independent registered public accounting firm, and the financial projections were prepared by the Borrower's management. Calderwood & Harkness is not an accounting firm and has not performed any audit, review, or compilation of such financial data.

We further note that the private credit estimate prepared by Sentinel Ratings International, LLC, which is described in the CIM, was reviewed by Calderwood & Harkness only insofar as its description appears in the CIM. Calderwood & Harkness expresses no view or opinion on the rating methodology employed by Sentinel Ratings International, LLC, or on the conclusions set forth in its private credit estimate.

IV. Negative Assurance

On the basis of the foregoing review, and subject to the qualifications, limitations, and assumptions set forth in this letter, Calderwood & Harkness advises as follows:

(a) Nothing has come to the attention of the attorneys at Calderwood & Harkness LLP who have been involved in the representation of IHDC in connection with the Credit Facility and who participated in the preparation and review of the CIM that causes them to believe that the CIM, as of its date (March 14, 2024), contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

The foregoing negative assurance is given in the spirit of, and by analogy to, Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder by the United States Securities and Exchange Commission (together, "Rule 10b-5"), although the parties acknowledge that the Credit Facility involves a private commercial lending transaction and not a public offering of securities registered under the Securities Act of 1933, as amended, and that the standards applicable to a public offering of securities are not directly applicable to the transactions contemplated hereby. This negative assurance is delivered as an accommodation to the Administrative Agent in connection with the syndication process and should not be interpreted as extending any protections, rights, or remedies beyond those customarily associated with negative assurance letters delivered in connection with the syndication of institutional term loan facilities.

Notwithstanding the foregoing, the negative assurance set forth in paragraph (a) above does not extend to, and expressly excludes, the following categories of information contained in the CIM:

(i) Financial statements, whether audited by Ashford & Mercer LLP or unaudited, financial projections, pro forma financial data (including the pro forma capitalization table), budgets, forecasts, and statistical data contained in or derived from the CIM;

(ii) Information regarding the data center industry generally, market conditions, competitive landscape, demand forecasts, and industry trends, whether prepared by the Borrower, Crescent Harbor, or third-party sources;

(iii) Appraisals, including without limitation those prepared by Meridian Valuation Group, LLC, and environmental reports, including without limitation those prepared by Greenline Environmental Solutions, Inc., and any conclusions, valuations, or assessments contained therein;

(iv) The private credit estimate provided by Sentinel Ratings International, LLC, including the rating methodology, assumptions, and conclusions set forth therein;

(v) Information provided by third parties and not independently verified by Calderwood & Harkness or the Borrower, including information furnished by contractors, consultants, governmental agencies, title companies, surveyors, and other third-party sources; and

(vi) Information relating to the Sponsor, Thornfield Capital Partners, LP, and its affiliates (including Thornfield Infrastructure Fund III, LP), to the extent such information was not provided by the Borrower or was independently compiled by Crescent Harbor or the Sponsor.

V. Qualifications and Assumptions

The negative assurance and other statements set forth in this letter are subject to the following qualifications and assumptions:

(a) We have assumed the genuineness of all signatures, the legal capacity of all natural persons, and the authenticity and completeness of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies.

(b) We have assumed the accuracy of all public records and filings examined by us, including records on file with the Secretary of State of the State of Delaware, the Virginia State Corporation Commission, the Handelsregister of the Amtsgericht Frankfurt am Main, and any other governmental office or filing authority.

(c) We have assumed that each party to the transactions contemplated by the Credit Facility (other than IHDC and its subsidiaries) has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate, limited liability company, partnership, or other organizational power and authority to enter into, execute, deliver, and perform its obligations under the Credit Agreement and the ancillary documents to which it is a party.

(d) We have assumed that all information provided to us by officers and representatives of the Borrower, including the officers identified in Section III above, is accurate and complete in all material respects, and we have not undertaken any independent verification of such information. We have relied upon certificates of officers of the Borrower, representations and warranties of the Borrower, and oral and written statements of the Borrower's management as to factual matters.

We further advise that the attorneys of Calderwood & Harkness LLP who have participated in the preparation and review of the CIM and in the delivery of this letter are admitted to practice in the State of New York and do not opine on the laws of any jurisdiction other than the State of New York and the federal laws of the United States of America. Matters arising under the laws of the Federal Republic of Germany, including matters relating to the organization, existence, and authority of IHDC Frankfurt, the enforceability of German-law security documents, and German regulatory matters, are being addressed by Wendt Falkenberg Rechtsanwälte PartG mbB, located at Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany, which serves as the Borrower's German local counsel. Matters arising under the laws of the Commonwealth of Virginia, including matters relating to real property interests, environmental compliance, local permitting, and Virginia state regulatory requirements, will be addressed in a separate opinion letter to be delivered at or prior to the Closing Date by the Borrower's Virginia local counsel.

This letter does not address, and no opinion or negative assurance is given with respect to, any tax, regulatory, environmental, engineering, valuation, insurance, zoning, land use, or other non-legal matters relating to the Borrower, the Projects, or the transactions contemplated by the Credit Facility.

We note that the Credit Agreement and the related ancillary documents remain under active negotiation between the parties as of the date of this letter. The terms of the Credit Facility as described in the CIM are based on the Commitment Letter dated February 28, 2024, between Crescent Harbor Bank, N.A. and the Borrower, and the draft Credit Agreement and related documentation in the form most recently circulated as of the date of this letter. The final terms and conditions of the Credit Facility may differ from those described in the CIM and in this letter, and any such differences could be material. The negative assurance set forth in Section IV above is given solely as of the date of this letter and based on the CIM in the form dated March 14, 2024, as delivered herewith.

VI. Confidentiality and Distribution Restrictions

This letter is furnished solely for the benefit of Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facility and is intended solely for use in connection with the syndication of the Credit Facility. This letter is not intended to, and shall not, confer any rights or benefits upon any person or entity other than Crescent Harbor Bank, N.A. in its capacity as aforesaid.

Crescent Harbor may furnish copies of this letter to prospective syndicate lenders in connection with the syndication of the Credit Facility; provided that each such prospective lender shall have entered into a confidentiality agreement in customary form acceptable to the Borrower and the Administrative Agent prior to receiving a copy of this letter and the CIM. As of the date hereof, the following prospective syndicate lenders have been identified by Crescent Harbor in connection with the syndication process:

• Ridgeline National Bank (Contact: Sarah Dalmqvist)

• Marlowe Asset Management Meridian Capital, LLC (Contact: Robert Jennings)

• Atlas Peak Credit Partners, LP (Contact: Christine Fahey)

• NordBrücke AG (Contact: Dr. Stefan Kleinhans)

• Pacific Rim Institutional Lending Corp. (Contact: James Tanaka)

• Osprey Insurance Capital, Ltd. (Contact: Fiona Abernathy)

This letter may not be quoted, referred to, or furnished to any other person or entity without the prior written consent of Calderwood & Harkness LLP, except as expressly provided herein. This letter is not to be used, circulated, quoted, or otherwise referred to for any purpose other than in connection with the syndication of the Credit Facility, and may not be relied upon by any person or entity in connection with any other transaction or proceeding.

VII. No Ongoing Obligation; Bring-Down

Calderwood & Harkness assumes no obligation to update, revise, or supplement this letter, including the negative assurance statement set forth in Section IV above, to reflect any facts, circumstances, events, or developments that may come to its attention, or any changes in applicable law, regulation, or interpretation, after the date of this letter. The negative assurance and other statements contained herein are given solely as of the date hereof and speak only as of such date.

Notwithstanding the foregoing, we advise that Calderwood & Harkness anticipates delivering a customary bring-down of representations and warranties and a bring-down due diligence confirmation at or prior to the anticipated Closing Date (currently expected to be on or about June 3, 2024), subject to and in accordance with the conditions precedent to closing set forth in the Credit Agreement as finally executed. The signing of the Credit Agreement is currently anticipated to occur on or about May 15, 2024, with a delayed draw closing on or about June 3, 2024. The scope, form, and substance of any such bring-down letter or confirmation will be subject to negotiation among the parties and their respective counsel and will be governed by the terms and conditions of the Credit Agreement.

VIII. Governing Law

This letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law that would require the application of the laws of any other jurisdiction.

•

We trust the foregoing is satisfactory for your purposes. Should you have any questions regarding this letter or the enclosed CIM, please do not hesitate to contact the undersigned.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Stephanie Okafor

Title: Partner, Banking & Finance

Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 Telephone: (212) 455-7218

Email: sokafor@calderwoodharkness.com

By: ________

Name: Daniel Obi

Title: Associate, Banking & Finance

Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 Telephone: (212) 455-7345

Email: dobi@calderwoodharkness.com

Enclosure:

Confidential Information Memorandum — Ironhaven Data Centers LLC $950,000,000 Senior Secured Term Loan B Credit Facility, dated March 14, 2024 (electronic copy)

cc: (via electronic mail)

Marcus Delaine, Chief Executive Officer, Ironhaven Data Centers LLC Rebecca Sung, Chief Financial Officer, Ironhaven Data Centers LLC Jonathan Pryce-Williams, General Counsel & Secretary, Ironhaven Data Centers LLC Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC Martin Gallagher, Managing Director, Leveraged & Structured Finance, Crescent Harbor Bank, N.A. Thomas Beckett, Vice President, Loan Operations & Agency Services, Crescent Harbor Bank, N.A. Catherine Ellsworth, Blackthorn & Sundial Software (Agent's Counsel) Elena Castillo, Partner, Thornfield Capital Partners, LP Philip Hartmann, Calderwood & Harkness LLP (file)

Item	Amount
Senior Secured Term Loan B (net of OID)	$945,250,000
Super-Senior Revolving Credit Facility (undrawn)	$100,000,000 (available, not drawn at closing)
Less: Cash on Hand (projected at closing)	($57,750,000)
Net Total Debt	$887,500,000
Pro Forma LTM Adjusted EBITDA	$165,800,000
Pro Forma Net Leverage Ratio	5.35x
Equity Contribution (Thornfield Infrastructure Fund III, LP)	$410,000,000
Total Capitalization	$1,360,000,000
Use	Amount
Virginia Campus construction (Phase I)	$475,000,000
Frankfurt Campus construction (Phase I)	$275,000,000
Refinance existing mezzanine notes held by Greystone Mezzanine Fund II, LP	$130,000,000
Transaction fees and expenses	$32,500,000
Working capital and general corporate purposes	$37,500,000
Total	$950,000,000

CONFIDENTIAL — SUBJECT TO CONFIDENTIALITY AGREEMENT
CALDERWOOD & HARKNESS LLP 125 Broad Street New York, NY 10004
Telephone: (212) 455-7000 Facsimile: (212) 455-7001
March 14, 2024
Matter No. 1043-00001
Priya Nair Director, Data Center & Digital Infrastructure Lending Crescent Harbor Bank, National Association 1200 Harbor Point Drive Charlotte, North Carolina 28202
Re: Ironhaven Data Centers LLC — $950,000,000 Senior Secured Term Loan B Credit Facility — Transmittal of Confidential Information Memorandum and Negative Assurance Letter
Deal Reference: CHB-LF-2024-0287 / C&H Matter No. 1043-00001
Dear Ms. Nair:
I. Introductory Paragraph — Scope of Engagement and Letter Purpose
Calderwood & Harkness LLP ("Calderwood & Harkness," "we," "us," or the "Firm") serves as counsel to Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Borrower"), with its principal office and headquarters located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, in connection with the proposed $950,000,000 Senior Secured Term Loan B Credit Facility (the "Credit Facility"). We understand that Crescent Harbor Bank, National Association ("Crescent Harbor" or the "Administrative Agent"), with its principal office at 1200 Harbor Point Drive, Charlotte, North Carolina 28202, is acting as Sole Lead Arranger and Sole Bookrunner for the Credit Facility.
The purpose of this letter is twofold: (i) to transmit herewith the Confidential Information Memorandum dated March 14, 2024 (the "CIM"), prepared by Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner and reviewed by Calderwood & Harkness for legal accuracy, as more fully described below, and (ii) to deliver the negative assurance letter described herein in connection with the syndication of the Credit Facility, which syndication is expected to be launched on March 15, 2024.
As reflected in the CIM and in the organizational documents we have reviewed, the Borrower's parent guarantor is Ironhaven Holdings Inc., a Delaware corporation ("Holdings"), which is the direct and sole equity owner of IHDC. The co-borrower under the Credit Facility is Ironhaven Frankfurt GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) registered under HRB 129457 at the Amtsgericht Frankfurt am Main, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany ("IHDC Frankfurt" and, together with IHDC, the "Borrowers").
IHDC is a portfolio company of Thornfield Capital Partners, LP ("Thornfield" or the "Sponsor"), a Delaware limited partnership. IHDC is held by Thornfield through its investment fund vehicle, Thornfield Infrastructure Fund III, LP ("Fund III"), which is making a $410,000,000 equity contribution in connection with the transaction contemplated by the Credit Facility.
The Credit Facility will fund the development, construction, and initial operation of two hyperscale data-center campuses: (a) a campus located in Loudoun County, Virginia, known as "Ironhaven Ashburn I" (the "Virginia Campus"), and (b) a campus located in Frankfurt, Germany, known as "Ironhaven Frankfurt I" (the "Frankfurt Campus" and, together with the Virginia Campus, the "Projects"). Additional detail regarding each campus, the proposed terms of the Credit Facility, and the Borrower's business is set forth in the CIM, as described in Section II below.
II. Description of the Confidential Information Memorandum
Calderwood & Harkness is transmitting herewith one (1) electronic copy of the Confidential Information Memorandum, dated March 14, 2024 (the "CIM"), prepared by Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facility. The CIM has been prepared for the purpose of furnishing prospective syndicate lenders with a summary of the Borrower, its business, the Projects, the proposed terms of the Credit Facility, and certain related information. We describe below the principal topics addressed in the CIM.
A. The Borrower and Its Business
The CIM provides an overview of IHDC and its business, which encompasses the development, ownership, and operation of hyperscale data-center campuses, as well as the provision of colocation and wholesale hosting services to enterprise, hyperscale cloud, and managed services customers. IHDC currently operates a portfolio of data-center facilities across the United States and Europe and is in the process of expanding its footprint through the construction of the Virginia Campus and the Frankfurt Campus.
B. Ownership Structure
The CIM describes the Borrower's ownership structure in detail. IHDC is wholly owned by Ironhaven Holdings Inc., a Delaware corporation, which in turn is wholly owned by Thornfield Infrastructure Fund III, LP, an investment fund managed by the Sponsor, Thornfield Capital Partners, LP. Holdings serves as the parent guarantor of the Credit Facility, and its obligations in that capacity are described in the CIM.
C. Key Management
The CIM identifies the following members of the Borrower's senior management team:
•  Marcus Delaine, Chief Executive Officer
•  Rebecca Sung, Chief Financial Officer
•  Jonathan Pryce-Williams, General Counsel & Secretary
•  Andrei Volkov, Chief Technology Officer
•  Natasha Greenfeld, Vice President, Treasury & Capital Markets
The CIM includes biographical summaries and descriptions of each officer's role and experience relevant to the development and operation of data-center infrastructure.
D. Key Financial Metrics
The CIM sets forth certain key financial metrics of the Borrower and its consolidated subsidiaries, including:
•  Last-twelve-months ("LTM") revenue of $412.6 million as of September 30, 2023;
•  LTM Adjusted EBITDA of $165.8 million as of March 31, 2024 (annualized based on available interim financial data); and
•  Total assets of $1.87 billion as of the most recently reported period.
These financial metrics, together with historical and projected financial statements, are presented in the CIM and are based upon information provided by the Borrower and/or prepared by Crescent Harbor. Calderwood & Harkness did not independently verify the accuracy of such financial data, as more fully discussed in Section III below.
E. Data Center Campus Descriptions
The CIM contains detailed descriptions of the two data-center campuses to be developed with the proceeds of the Credit Facility:
Virginia Campus — "Ironhaven Ashburn I"
The Virginia Campus is located on approximately 142 acres of land in Loudoun County, Virginia (Tax Parcel Nos. 087-27-1234 and 087-27-1235). The campus is planned for a total critical IT load capacity of approximately 120 megawatts ("MW"). Phase I of the Virginia Campus is designed to deliver approximately 60 MW of critical IT load and has an estimated construction cost of approximately $475 million. Phase I completion is currently estimated for the fourth quarter of 2025.
The Borrower has entered into a pre-lease letter of intent with Stratos Cloud Services, Inc. for the lease of approximately 30 MW of critical IT load capacity at the Virginia Campus. The pre-lease LOI contemplates a five-year initial term with an annual base rent of approximately $14.4 million. The pre-lease LOI is described in greater detail in the CIM, including a summary of key terms and conditions precedent to execution of a definitive lease agreement.
Frankfurt Campus — "Ironhaven Frankfurt I"
The Frankfurt Campus is located on a site of approximately 18.7 hectares at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany. The campus is planned for a total critical IT load capacity of approximately 80 MW. Phase I of the Frankfurt Campus is designed to deliver approximately 40 MW of critical IT load, with an estimated construction cost of approximately €253.6 million (approximately $275 million equivalent at an exchange rate of EUR/USD 1.0846). Phase I completion is currently estimated for the first quarter of 2026.
The Borrower's subsidiary, IHDC Frankfurt, has entered into a pre-lease letter of intent with Euronova Digital GmbH for the lease of approximately 20 MW of critical IT load capacity at the Frankfurt Campus. The pre-lease LOI contemplates a seven-year initial term with an annual base rent of approximately €9.8 million. The pre-lease LOI is described in greater detail in the CIM, including a summary of key terms and conditions precedent to execution of a definitive lease agreement.
F. Proposed Terms of the Credit Facility
The CIM describes the proposed terms and conditions of the Credit Facility in detail. The principal terms, as set forth in the CIM and based on the Commitment Letter dated February 28, 2024 and the draft Credit Agreement and related documentation under negotiation as of the date of this letter, are summarized below:
Facility Type: Senior Secured Term Loan B
Aggregate Commitments: $950,000,000
Tranches:
•  USD Tranche: $675,000,000
•  EUR Sub-Tranche: €253,571,429 (approximately $275,000,000, based on a EUR/USD exchange rate of 1.0846 as of the date of this letter)
Interest Rate:
•  USD Tranche: Secured Overnight Financing Rate ("SOFR") plus 425 basis points per annum, subject to a SOFR floor of 0.50%
•  EUR Sub-Tranche: Euro Interbank Offered Rate ("EURIBOR") plus 425 basis points per annum, subject to a EURIBOR floor of 0.00%
Maturity: Seven (7) years from the Closing Date (anticipated maturity date: June 3, 2031)
Amortization: 1.00% per annum of the original aggregate principal amount, payable in equal quarterly installments of $2,375,000 (in the aggregate across both tranches), with the balance due at maturity
Original Issue discount ("OID"): 99.50 (i.e., 50 basis points), resulting in net proceeds of approximately $945,250,000
Call Protection: 101 soft call for a period of six (6) months following the Closing Date
Financial Covenants:
•  Maximum Net Leverage Ratio: 6.00 to 1.00
•  Minimum Interest Coverage Ratio: 2.00 to 1.00
Mandatory Prepayment:
•  Excess Cash Flow Sweep: 75% of annual Excess Cash Flow when the Net Leverage Ratio exceeds 4.50x; stepping down to 50% when the Net Leverage Ratio is equal to or less than 4.50x but exceeds 3.50x; stepping down to 25% when the Net Leverage Ratio is equal to or less than 3.50x
•  Change of Control: Mandatory prepayment at 101% of outstanding principal upon the occurrence of a Change of Control (as defined in the Credit Agreement)
Capital Expenditure Limitations:
•  FY2024: $325,000,000
•  FY2025 and each fiscal year thereafter: $250,000,000
•  Unused amounts may be carried forward to the immediately succeeding fiscal year, up to a maximum of 25% of the applicable CapEx limit for the prior fiscal year
G. Pro Forma Capitalization
The CIM sets forth a pro forma capitalization table reflecting the anticipated capital structure of the Borrower and its consolidated subsidiaries at the closing of the Credit Facility. The key elements of the pro forma capitalization, as described in the CIM, include:
H. Use of Proceeds
The CIM describes the anticipated use of proceeds from the Credit Facility as follows:
I. Collateral Package
The CIM provides a summary of the collateral package securing the Credit Facility, which includes both domestic (United States) and German-law security interests. The domestic security package is described as including substantially all of the assets of the Borrower and the Guarantors, including pledges of equity interests, real property mortgages, and security interests in personal property. The German-law security is described as including share pledges (Anteilsverpfändung) over the equity of IHDC Frankfurt, account pledges (Kontoverpfändung), and assignments of receivables and contractual rights (Sicherungsabtretung). The collateral structure is described in greater detail in the CIM and will be more fully reflected in the definitive Credit Agreement and ancillary security documentation.
J. Proposed Syndicate Composition
The CIM sets forth the proposed syndicate composition and anticipated commitment amounts for the Credit Facility, including the identities and expected hold levels of prospective syndicate lenders.
K. Confidentiality.  The CIM is being furnished to prospective lenders on a confidential basis in connection with the syndication process and is subject to the confidentiality restrictions set forth therein. Each recipient of the CIM is required to acknowledge and agree to such confidentiality restrictions prior to receiving a copy of the CIM.
L. Calderwood & Harkness's Role in Review of the CIM
We confirm that Calderwood & Harkness assisted in reviewing the CIM for legal accuracy, including, without limitation, descriptions of the proposed terms and conditions of the Credit Facility, the collateral structure, applicable regulatory matters, and descriptions of the corporate entities comprising the Borrower, the Guarantors, and the co-borrower. However, Calderwood & Harkness did not independently verify, and expresses no view or opinion regarding, the financial projections, business plans, market data, or other forward-looking information contained in the CIM, which were prepared by the Borrower and/or Crescent Harbor. Our review of the CIM was limited to legal matters within our professional competence and was conducted for the purpose of providing the negative assurance set forth in Section IV below.
III. Role of Calderwood & Harkness; Limitations
We wish to clarify that Calderwood & Harkness serves as counsel to IHDC (the Borrower) in connection with the transactions contemplated by the Credit Facility. We do not serve as counsel to Crescent Harbor Bank, N.A. or to any prospective syndicate lender or other party to the Credit Facility. Crescent Harbor is separately represented by Blackthorn & Sundial Software, and each prospective syndicate lender is encouraged to rely on its own counsel with respect to the terms of the Credit Facility and the CIM.
This letter is furnished at the request of Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner, and with the express authorization of the Borrower, for use solely in connection with the syndication of the Credit Facility. This letter is not intended to, and shall not, create any attorney-client relationship between Calderwood & Harkness and Crescent Harbor, any prospective lender, or any other person or entity.
Calderwood & Harkness has not been engaged to perform, and has not performed, an independent investigation, verification, or audit of the Borrower, its subsidiaries, or any of their respective assets, liabilities, financial condition, or results of operations, nor has the Firm independently investigated or verified the accuracy or completeness of the CIM.
In connection with the preparation of this letter and the review of the CIM, Calderwood & Harkness has undertaken the following, which constitutes the scope of our review:
(a) Review of certain documents, agreements, and instruments provided by the Borrower and its affiliates, including material contracts, leases, and governmental permits and approvals;
(b) Review of drafts of the Credit Agreement (including the Commitment Letter dated February 28, 2024, and the most recent draft Credit Agreement), together with ancillary documents under negotiation between the Borrower and Blackthorn & Sundial Software, counsel to the Administrative Agent and the Lenders;
(c) Review of the organizational documents of IHDC, including its Certificate of Formation and Limited Liability Company Agreement, the Certificate of Incorporation and Bylaws of Ironhaven Holdings Inc., and the articles of association (Gesellschaftsvertrag) of IHDC Frankfurt;
(d) Discussions with officers and representatives of the Borrower, including Marcus Delaine (Chief Executive Officer), Rebecca Sung (Chief Financial Officer), Jonathan Pryce-Williams (General Counsel & Secretary), and Natasha Greenfeld (Vice President, Treasury & Capital Markets), regarding the business, operations, legal matters, and financial condition of the Borrower;
(e) Review of the Borrower's existing indebtedness, including (i) the $130,000,000 in aggregate principal amount of mezzanine notes currently outstanding and held by Greystone Mezzanine Fund II, LP (to be refinanced with proceeds of the Credit Facility), and (ii) the $100,000,000 Super-Senior Revolving Credit Facility with Crescent Harbor Bank, N.A. (currently undrawn), together with related intercreditor arrangements;
(f) Review of title and survey materials for the Virginia Campus prepared by Keystone Title Guaranty Company and the surveyor engaged by the Borrower, including preliminary title commitments, exception documents, and ALTA/NSPS Land Title Survey plats;
(g) Review of Phase I and Phase II Environmental Site Assessment reports and related environmental compliance documentation prepared by Greenline Environmental Solutions, Inc. for both the Virginia Campus and the Frankfurt Campus; and
(h) Review of appraisals of the Virginia Campus and the Frankfurt Campus prepared by Meridian Valuation Group, LLC, including "as-is" and "as-complete" valuations.
We expressly state that Calderwood & Harkness has not verified, and assumes no responsibility for the accuracy or completeness of, the financial statements (whether audited or unaudited), financial projections, pro forma financial data, or other financial information contained in the CIM. The audited financial statements of the Borrower and its consolidated subsidiaries included in the CIM were audited by Ashford & Mercer LLP, an independent registered public accounting firm, and the financial projections were prepared by the Borrower's management. Calderwood & Harkness is not an accounting firm and has not performed any audit, review, or compilation of such financial data.
We further note that the private credit estimate prepared by Sentinel Ratings International, LLC, which is described in the CIM, was reviewed by Calderwood & Harkness only insofar as its description appears in the CIM. Calderwood & Harkness expresses no view or opinion on the rating methodology employed by Sentinel Ratings International, LLC, or on the conclusions set forth in its private credit estimate.
IV. Negative Assurance
On the basis of the foregoing review, and subject to the qualifications, limitations, and assumptions set forth in this letter, Calderwood & Harkness advises as follows:
(a) Nothing has come to the attention of the attorneys at Calderwood & Harkness LLP who have been involved in the representation of IHDC in connection with the Credit Facility and who participated in the preparation and review of the CIM that causes them to believe that the CIM, as of its date (March 14, 2024), contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
The foregoing negative assurance is given in the spirit of, and by analogy to, Section 10(b) of the Securities Exchange Act of 1934, as amended, and Rule 10b-5 promulgated thereunder by the United States Securities and Exchange Commission (together, "Rule 10b-5"), although the parties acknowledge that the Credit Facility involves a private commercial lending transaction and not a public offering of securities registered under the Securities Act of 1933, as amended, and that the standards applicable to a public offering of securities are not directly applicable to the transactions contemplated hereby. This negative assurance is delivered as an accommodation to the Administrative Agent in connection with the syndication process and should not be interpreted as extending any protections, rights, or remedies beyond those customarily associated with negative assurance letters delivered in connection with the syndication of institutional term loan facilities.
Notwithstanding the foregoing, the negative assurance set forth in paragraph (a) above does not extend to, and expressly excludes, the following categories of information contained in the CIM:
(i) Financial statements, whether audited by Ashford & Mercer LLP or unaudited, financial projections, pro forma financial data (including the pro forma capitalization table), budgets, forecasts, and statistical data contained in or derived from the CIM;
(ii) Information regarding the data center industry generally, market conditions, competitive landscape, demand forecasts, and industry trends, whether prepared by the Borrower, Crescent Harbor, or third-party sources;
(iii) Appraisals, including without limitation those prepared by Meridian Valuation Group, LLC, and environmental reports, including without limitation those prepared by Greenline Environmental Solutions, Inc., and any conclusions, valuations, or assessments contained therein;
(iv) The private credit estimate provided by Sentinel Ratings International, LLC, including the rating methodology, assumptions, and conclusions set forth therein;
(v) Information provided by third parties and not independently verified by Calderwood & Harkness or the Borrower, including information furnished by contractors, consultants, governmental agencies, title companies, surveyors, and other third-party sources; and
(vi) Information relating to the Sponsor, Thornfield Capital Partners, LP, and its affiliates (including Thornfield Infrastructure Fund III, LP), to the extent such information was not provided by the Borrower or was independently compiled by Crescent Harbor or the Sponsor.
V. Qualifications and Assumptions
The negative assurance and other statements set forth in this letter are subject to the following qualifications and assumptions:
(a) We have assumed the genuineness of all signatures, the legal capacity of all natural persons, and the authenticity and completeness of all documents submitted to us as originals and the conformity to originals of all documents submitted to us as copies.
(b) We have assumed the accuracy of all public records and filings examined by us, including records on file with the Secretary of State of the State of Delaware, the Virginia State Corporation Commission, the Handelsregister of the Amtsgericht Frankfurt am Main, and any other governmental office or filing authority.
(c) We have assumed that each party to the transactions contemplated by the Credit Facility (other than IHDC and its subsidiaries) has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization, and has the requisite corporate, limited liability company, partnership, or other organizational power and authority to enter into, execute, deliver, and perform its obligations under the Credit Agreement and the ancillary documents to which it is a party.
(d) We have assumed that all information provided to us by officers and representatives of the Borrower, including the officers identified in Section III above, is accurate and complete in all material respects, and we have not undertaken any independent verification of such information. We have relied upon certificates of officers of the Borrower, representations and warranties of the Borrower, and oral and written statements of the Borrower's management as to factual matters.
We further advise that the attorneys of Calderwood & Harkness LLP who have participated in the preparation and review of the CIM and in the delivery of this letter are admitted to practice in the State of New York and do not opine on the laws of any jurisdiction other than the State of New York and the federal laws of the United States of America. Matters arising under the laws of the Federal Republic of Germany, including matters relating to the organization, existence, and authority of IHDC Frankfurt, the enforceability of German-law security documents, and German regulatory matters, are being addressed by Wendt Falkenberg Rechtsanwälte PartG mbB, located at Mainzer Landstraße 46, 60325 Frankfurt am Main, Germany, which serves as the Borrower's German local counsel. Matters arising under the laws of the Commonwealth of Virginia, including matters relating to real property interests, environmental compliance, local permitting, and Virginia state regulatory requirements, will be addressed in a separate opinion letter to be delivered at or prior to the Closing Date by the Borrower's Virginia local counsel.
This letter does not address, and no opinion or negative assurance is given with respect to, any tax, regulatory, environmental, engineering, valuation, insurance, zoning, land use, or other non-legal matters relating to the Borrower, the Projects, or the transactions contemplated by the Credit Facility.
We note that the Credit Agreement and the related ancillary documents remain under active negotiation between the parties as of the date of this letter. The terms of the Credit Facility as described in the CIM are based on the Commitment Letter dated February 28, 2024, between Crescent Harbor Bank, N.A. and the Borrower, and the draft Credit Agreement and related documentation in the form most recently circulated as of the date of this letter. The final terms and conditions of the Credit Facility may differ from those described in the CIM and in this letter, and any such differences could be material. The negative assurance set forth in Section IV above is given solely as of the date of this letter and based on the CIM in the form dated March 14, 2024, as delivered herewith.
VI. Confidentiality and Distribution Restrictions
This letter is furnished solely for the benefit of Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner for the Credit Facility and is intended solely for use in connection with the syndication of the Credit Facility. This letter is not intended to, and shall not, confer any rights or benefits upon any person or entity other than Crescent Harbor Bank, N.A. in its capacity as aforesaid.
Crescent Harbor may furnish copies of this letter to prospective syndicate lenders in connection with the syndication of the Credit Facility; provided that each such prospective lender shall have entered into a confidentiality agreement in customary form acceptable to the Borrower and the Administrative Agent prior to receiving a copy of this letter and the CIM. As of the date hereof, the following prospective syndicate lenders have been identified by Crescent Harbor in connection with the syndication process:
•  Ridgeline National Bank (Contact: Sarah Dalmqvist)
•  Marlowe Asset Management Meridian Capital, LLC (Contact: Robert Jennings)
•  Atlas Peak Credit Partners, LP (Contact: Christine Fahey)
•  NordBrücke AG (Contact: Dr. Stefan Kleinhans)
•  Pacific Rim Institutional Lending Corp. (Contact: James Tanaka)
•  Osprey Insurance Capital, Ltd. (Contact: Fiona Abernathy)
This letter may not be quoted, referred to, or furnished to any other person or entity without the prior written consent of Calderwood & Harkness LLP, except as expressly provided herein. This letter is not to be used, circulated, quoted, or otherwise referred to for any purpose other than in connection with the syndication of the Credit Facility, and may not be relied upon by any person or entity in connection with any other transaction or proceeding.
VII. No Ongoing Obligation; Bring-Down
Calderwood & Harkness assumes no obligation to update, revise, or supplement this letter, including the negative assurance statement set forth in Section IV above, to reflect any facts, circumstances, events, or developments that may come to its attention, or any changes in applicable law, regulation, or interpretation, after the date of this letter. The negative assurance and other statements contained herein are given solely as of the date hereof and speak only as of such date.
Notwithstanding the foregoing, we advise that Calderwood & Harkness anticipates delivering a customary bring-down of representations and warranties and a bring-down due diligence confirmation at or prior to the anticipated Closing Date (currently expected to be on or about June 3, 2024), subject to and in accordance with the conditions precedent to closing set forth in the Credit Agreement as finally executed. The signing of the Credit Agreement is currently anticipated to occur on or about May 15, 2024, with a delayed draw closing on or about June 3, 2024. The scope, form, and substance of any such bring-down letter or confirmation will be subject to negotiation among the parties and their respective counsel and will be governed by the terms and conditions of the Credit Agreement.
VIII. Governing Law
This letter shall be governed by and construed in accordance with the laws of the State of New York, without giving effect to principles of conflicts of law that would require the application of the laws of any other jurisdiction.
•            
We trust the foregoing is satisfactory for your purposes. Should you have any questions regarding this letter or the enclosed CIM, please do not hesitate to contact the undersigned.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Name: Stephanie Okafor
Title: Partner, Banking & Finance
Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 Telephone: (212) 455-7218
Email: sokafor@calderwoodharkness.com
By: ________
Name: Daniel Obi
Title: Associate, Banking & Finance
Calderwood & Harkness LLP 125 Broad Street New York, NY 10004 Telephone: (212) 455-7345
Email: dobi@calderwoodharkness.com
Enclosure:
Confidential Information Memorandum — Ironhaven Data Centers LLC $950,000,000 Senior Secured Term Loan B Credit Facility, dated March 14, 2024 (electronic copy)
cc: (via electronic mail)
Marcus Delaine, Chief Executive Officer, Ironhaven Data Centers LLC Rebecca Sung, Chief Financial Officer, Ironhaven Data Centers LLC Jonathan Pryce-Williams, General Counsel & Secretary, Ironhaven Data Centers LLC Natasha Greenfeld, Vice President, Treasury & Capital Markets, Ironhaven Data Centers LLC Martin Gallagher, Managing Director, Leveraged & Structured Finance, Crescent Harbor Bank, N.A. Thomas Beckett, Vice President, Loan Operations & Agency Services, Crescent Harbor Bank, N.A. Catherine Ellsworth, Blackthorn & Sundial Software (Agent's Counsel) Elena Castillo, Partner, Thornfield Capital Partners, LP Philip Hartmann, Calderwood & Harkness LLP (file)
Item | Amount
Senior Secured Term Loan B (net of OID) | $945,250,000
Super-Senior Revolving Credit Facility (undrawn) | $100,000,000 (available, not drawn at closing)
Less: Cash on Hand (projected at closing) | ($57,750,000)
Net Total Debt | $887,500,000
Pro Forma LTM Adjusted EBITDA | $165,800,000
Pro Forma Net Leverage Ratio | 5.35x
Equity Contribution (Thornfield Infrastructure Fund III, LP) | $410,000,000
Total Capitalization | $1,360,000,000
Use | Amount
Virginia Campus construction (Phase I) | $475,000,000
Frankfurt Campus construction (Phase I) | $275,000,000
Refinance existing mezzanine notes held by Greystone Mezzanine Fund II, LP | $130,000,000
Transaction fees and expenses | $32,500,000
Working capital and general corporate purposes | $37,500,000
Total | $950,000,000

CONFIDENTIAL — SUBJECT TO CONFIDENTIALITY AGREEMENT

CALDERWOOD & HARKNESS LLP

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