1043-00001 · Ironhaven Holdings · Tax

w-8ben-e-transmittal-package.docx DOCUMENT Finance & Banking

64 / 77 ← → ✕

Contract analysis Extract to table

CALDERWOOD & HARKNESS LLP

Counsellors at Law

125 Broad Street New York, NY 10004

Telephone: (212) 555-9100 Facsimile: (212) 555-9101

May 10, 2024

CONFIDENTIAL

Thomas Beckett Vice President, Loan Operations & Agency Services Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, NC 28202

Copy to:

Catherine Ellsworth, Esq. Lead Partner, Finance Blackthorn & Sundial Software 51 West 52nd Street New York, NY 10019

Derek Huang, Esq. Senior Associate, Finance Blackthorn & Sundial Software 51 West 52nd Street New York, NY 10019

Natasha Greenfeld Vice President, Treasury & Capital Markets Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, VA 20147

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

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

CUSIP: 46283LAA5 Crescent Harbor Deal Reference: CHB-LF-2024-0287 Calderwood & Harkness Matter No.: 1043-00001

Dear Mr. Beckett:

1. Introduction and Purpose

Calderwood & Harkness LLP serves as borrower's counsel to Ironhaven Data Centers LLC ("IHDC" or the "Borrower") in connection with the above-referenced Credit Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.

The purpose of this transmittal letter is to effect the delivery to the Administrative Agent of IRS Form W-8BEN-E certificates (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)) that have been collected from each non-US Lender participating in the $950,000,000 Senior Secured Term Loan B facility (the "Facility"), as required under Section 2.17 (Tax Provisions / Status of Lenders) of the Credit Agreement. These forms have been obtained from each Lender that is not a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), and that is therefore required to furnish appropriate withholding documentation to the Administrative Agent and the Borrower.

As set forth in Section 2.17(f) of the Credit Agreement, each Lender that is not a United States person (each, a "Non-US Lender") is required to deliver to the Administrative Agent and the Borrower, on or prior to the date on which such Lender becomes a Lender under the Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), a properly completed and duly executed IRS Form W-8BEN-E (or any successor form prescribed by the Internal Revenue Service), together with such other documentation as may be required under the Credit Agreement or applicable law to permit the Borrower and the Administrative Agent to determine the appropriate rate of withholding, if any, on payments of interest and other amounts made to such Non-US Lender under the Credit Agreement. The Closing Date under the Credit Agreement is scheduled for June 3, 2024. Accordingly, these forms are being transmitted to you in advance of the Closing Date to permit the Administrative Agent adequate time to review, process, and associate these forms with the applicable Lender accounts, and to raise any questions or concerns prior to the initial funding under the Facility.

We note that the delivery of these forms has been coordinated with Blackthorn & Sundial Software, counsel to the Administrative Agent, and with IHDC's internal treasury and legal teams, in order to ensure that the closing condition set forth in Section 4.01(j) of the Credit Agreement (relating to the delivery of tax withholding documentation) can be satisfied on a timely basis.

2. Identification of Non-US Lenders

The Lender syndicate for the Facility comprises seven (7) Lenders, holding aggregate Commitments of $950,000,000. Of the seven Lenders, five (5) are United States persons for US federal income tax purposes and are addressed separately in Section 6 below. Two (2) Lenders are not United States persons and are classified as Non-US Lenders for purposes of Section 2.17 of the Credit Agreement. Each such Non-US Lender is required to deliver an IRS Form W-8BEN-E to the Administrative Agent and the Borrower, and has done so as described herein.

The two Non-US Lenders are identified below, together with relevant background information.

2.1 NordBrücke AG

Full Legal Name: NordBrücke AG

Entity Type: German Aktiengesellschaft (public limited company); BaFin-regulated credit institution (Kreditinstitut) within the meaning of the German Banking Act (Kreditwesengesetz, "KWG")

Jurisdiction of Organization: Federal Republic of Germany (registered in Frankfurt am Main, Commercial Register of the Local Court (Amtsgericht) of Frankfurt am Main, HRB 54821)

Headquarters: Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany

Commitment under the Credit Agreement: $150,000,000, allocated entirely to the EUR sub-tranche of the Term Loan B Facility. The aggregate EUR sub-tranche totals €253,571,429 (equivalent to approximately $275,000,000 at the reference EUR/USD exchange rate of 1.0846 used for purposes of commitment allocation), of which NordBrücke AG holds a commitment of approximately €138,284,816 (equivalent to $150,000,000 at such reference rate).

Key Contact: Dr. Stefan Kleinhans, Head of Structured & Acquisition Finance, NordBrücke AG (telephone: +49 69 555 0; email: s.kleinhans@nordbruecke.de)

US Federal Income Tax Status: Non-US person; German tax resident. NordBrücke AG claims benefits under the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, signed June 1, 1989, as amended by the Protocol signed June 1, 2006 (the "US-Germany Income Tax Treaty").

2.2 Osprey Insurance Capital, Ltd.

Full Legal Name: Osprey Insurance Capital, Ltd.

Entity Type: Bermuda exempted company, incorporated under the Bermuda Companies Act 1981

Jurisdiction of Organization: Bermuda (Hamilton); registered with the Bermuda Registrar of Companies

Headquarters: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

Commitment under the Credit Agreement: $75,000,000, allocated to the USD sub-tranche of the Term Loan B Facility

Key Contact: Fiona Abernathy, Head of Credit Investments, Osprey Insurance Capital, Ltd. (telephone: +1 441 555 2200; email: f.abernathy@ospreyinsurancecapital.bm)

US Federal Income Tax Status: Non-US person; Bermuda entity. Osprey Insurance Capital, Ltd. does not claim benefits under any income tax treaty between Bermuda and the United States (no such treaty exists). Instead, Osprey relies on the portfolio interest exemption under Section 881(c) of the Code, as described more fully in Section 3.2 below.

3. Summary of Enclosed W-8BEN-E Forms

Set forth below is a detailed summary of the key information contained in each enclosed IRS Form W-8BEN-E. These summaries are provided for the Administrative Agent's reference and convenience; in the event of any discrepancy between the summaries below and the enclosed original forms, the original forms shall control.

3.1 NordBrücke AG — W-8BEN-E Summary

Part I (Identification of Beneficial Owner):

NordBrücke AG has identified itself in Part I of the form as the beneficial owner of the income for which the form is being provided. The relevant information set forth in Part I is as follows:

• Line 1 — Name of Organization: NordBrücke AG

• Line 2 — Country of Incorporation or Organization: Germany

• Line 3 — Name of Disregarded Entity: Not applicable (NordBrücke AG is not a disregarded entity)

• Line 4 — Chapter 3 Status: Corporation. NordBrücke AG is classified as a corporation for US federal income tax purposes, consistent with its status as a German Aktiengesellschaft, which is listed as a per se corporation under Treasury Regulations § 301.7701-2(b)(8)(i).

• Line 5 — Chapter 4 (FATCA) Status: Reporting Model 1 FFI. The Federal Republic of Germany has entered into a Model 1 intergovernmental agreement ("IGA") with the United States for purposes of FATCA compliance (the US-Germany FATCA IGA, signed May 31, 2013). NordBrücke AG, as a financial institution organized in a Model 1 IGA jurisdiction, has the FATCA status of a "Reporting Model 1 FFI" and reports account holder information to the German Federal Central Tax Office (Bundeszentralamt für Steuern), which in turn exchanges such information with the IRS.

• Line 6 — Permanent Residence Address: Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany

• Line 7 — Mailing Address: Same as permanent residence address (no separate mailing address provided)

• Line 8 — U.S. Taxpayer Identification Number (TIN): Not applicable (NordBrücke AG does not hold a US TIN)

• Line 9a — GIIN (Global Intermediary Identification Number): Provided on the form, as required for a Reporting Model 1 FFI under FATCA

• Line 9b — Foreign TIN: German Tax Identification Number (Steuernummer) provided on the form

• Line 10 — Reference Number(s): Crescent Harbor Deal Reference CHB-LF-2024-0287 noted for cross-referencing purposes

Part III (Claim of Tax Treaty Benefits):

NordBrücke AG has completed Part III of the form to claim a reduced rate of, or exemption from, US federal withholding tax on interest income under the US-Germany Income Tax Treaty. The key treaty-related representations and certifications set forth in Part III are summarized as follows:

• Line 14a — Treaty Country: Germany. NordBrücke AG certifies that it is a resident of Germany within the meaning of the income tax treaty between the United States and Germany.

• Line 14b — Special Rates and Conditions: NordBrücke AG claims the benefits of Article 11 (Interest) of the US-Germany Income Tax Treaty. Under Article 11, paragraph 1, interest arising in a Contracting State (the United States) and paid to a resident of the other Contracting State (Germany) may be taxed only in the other Contracting State (Germany), provided that the beneficial owner of the interest is a resident of Germany. Accordingly, NordBrücke AG claims a 0% rate of withholding — that is, a complete exemption from US federal withholding tax on interest income received from the Borrower under the Term Loan.

• Beneficial Ownership Certification: NordBrücke AG certifies that it derives the interest income in its capacity as the beneficial owner thereof, and not as an agent, nominee, or conduit for another person. NordBrücke AG has made the Term Loan commitment for its own account and risk, and the interest income will be reported on NordBrücke AG's own financial statements and tax returns.

• Bona Fide Lending Arrangement: The interest income arises from the Term Loan, which constitutes a bona fide lending arrangement within the meaning of the US-Germany Income Tax Treaty and applicable Treasury Regulations. The interest is paid as compensation for the use of money lent by NordBrücke AG to the Borrower, and is not contingent upon the Borrower's profits or revenues.

• Limitation on Benefits (LOB): Article 28 of the US-Germany Income Tax Treaty contains a "Limitation on Benefits" provision that restricts the availability of treaty benefits to persons who satisfy certain qualifying tests. NordBrücke AG has represented on the form that it satisfies the LOB requirement. Specifically, NordBrücke AG has indicated that it qualifies under the LOB article as a company that satisfies the ownership and base erosion test, or alternatively, as a company engaged in the active conduct of a trade or business in Germany as a licensed credit institution (Kreditinstitut) regulated by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). We note that NordBrücke AG's principal shares are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), which may independently support qualification under the publicly traded company test of the LOB article, although the form does not rely exclusively on this basis.

Part XXV (Certification):

Part XXV of the form contains the certification, under penalties of perjury, that the information provided on the form is true, correct, and complete, and that the signatory is authorized to sign on behalf of NordBrücke AG. The form has been signed by an authorized officer of NordBrücke AG. The date of signature is May 6, 2024.

Calderwood & Harkness Confirmation:

This firm has reviewed the enclosed IRS Form W-8BEN-E submitted by NordBrücke AG, and the form appears, on its face, to be properly completed and duly executed. The information set forth on the form is consistent with the factual representations provided by NordBrücke AG to this firm and to the Borrower, and is consistent with the analysis set forth in the Tax Structure Memorandum dated April 22, 2024, prepared by Sylvia Hartwell, Specialist Partner, Tax, at Calderwood & Harkness LLP, in connection with the structuring of the Facility. In particular, the treaty benefit claimed by NordBrücke AG under Article 11 of the US-Germany Income Tax Treaty, and the FATCA classification of NordBrücke AG as a Reporting Model 1 FFI, are consistent with the conclusions of such memorandum.

3.2 Osprey Insurance Capital, Ltd. — W-8BEN-E Summary

Part I (Identification of Beneficial Owner):

Osprey Insurance Capital, Ltd. has identified itself in Part I of the form as the beneficial owner of the income for which the form is being provided. The relevant information set forth in Part I is as follows:

• Line 1 — Name of Organization: Osprey Insurance Capital, Ltd.

• Line 2 — Country of Incorporation or Organization: Bermuda

• Line 3 — Name of Disregarded Entity: Not applicable

• Line 4 — Chapter 3 Status: Corporation. Osprey Insurance Capital, Ltd. is classified as a corporation for US federal income tax purposes. As a Bermuda exempted company, Osprey is treated as a per se corporation under Treasury Regulations § 301.7701-2(b)(8)(i), or alternatively, has elected to be treated as a corporation under applicable entity classification rules.

• Line 5 — Chapter 4 (FATCA) Status: Reporting Model 2 FFI. Bermuda has entered into a Model 2 intergovernmental agreement ("IGA") with the United States for purposes of FATCA compliance (the US-Bermuda FATCA IGA, signed December 19, 2013). Under the Model 2 IGA framework, Bermuda-based financial institutions register directly with the IRS and report account holder information directly to the IRS, with consent of the account holders, supplemented by group requests through the Bermuda competent authority. Osprey Insurance Capital, Ltd. has indicated its FATCA status as a Reporting Model 2 FFI on the enclosed form.

• Line 6 — Permanent Residence Address: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda

• Line 7 — Mailing Address: Same as permanent residence address

• Line 8 — U.S. Taxpayer Identification Number (TIN): Not applicable

• Line 9a — GIIN: Provided on the form, as required for a Reporting Model 2 FFI under FATCA

• Line 9b — Foreign TIN: Not applicable (Bermuda does not impose income tax and does not issue tax identification numbers)

• Line 10 — Reference Number(s): Crescent Harbor Deal Reference CHB-LF-2024-0287 noted

Part III (Claim of Tax Treaty Benefits):

Bermuda does not have an income tax treaty with the United States. Accordingly, Osprey Insurance Capital, Ltd. has not completed Part III of the form to claim any treaty-based reduction of, or exemption from, US federal withholding tax on interest income. Part III has been left blank or marked as not applicable on the enclosed form.

In the absence of an applicable income tax treaty, interest payments made to Osprey Insurance Capital, Ltd. as a non-US corporation would, as a general matter, be subject to US federal withholding tax at a rate of 30% under Sections 871(a) and 881(a) of the Code. However, the enclosed form includes the certifications necessary to support Osprey's reliance on the portfolio interest exemption under Section 881(c) of the Code.

Specifically, the form includes the following representations and certifications with respect to the portfolio interest exemption:

• Osprey Insurance Capital, Ltd. certifies that it is not a bank within the meaning of Section 881(c)(3)(A) of the Code — i.e., it is not a bank that is extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business of making loans;

• Osprey Insurance Capital, Ltd. certifies that it is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code — i.e., it does not own, directly or constructively (applying the attribution rules of Section 318 of the Code), 10% or more of the total combined voting power of all classes of stock of the Borrower entitled to vote (the Borrower being a limited liability company, this test is applied by reference to capital and profits interests);

• Osprey Insurance Capital, Ltd. certifies that it is not a controlled foreign corporation ("CFC") related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code — i.e., it is not a CFC that is related (within the meaning of Section 864(d)(4) of the Code) to the Borrower.

On the basis of these certifications, Osprey Insurance Capital, Ltd. claims a 0% rate of withholding on interest income received from the Borrower under the Term Loan, relying on the portfolio interest exemption under Section 881(c) of the Code.

We note for the Administrative Agent's records that the portfolio interest exemption is available only with respect to interest paid on obligations that are in "registered form" within the meaning of Section 163(f) of the Code and Treasury Regulations § 1.163-5(b). The Term Loan constitutes an obligation in registered form, as the Credit Agreement provides that the Register maintained by the Administrative Agent is the definitive record of the identity of the Lenders and their respective interests, and transfers of interests may be effected only by registration in the Register. This registration requirement is consistent with the requirements of Section 163(f) and the Treasury Regulations thereunder, and supports the eligibility of interest payments under the Term Loan for the portfolio interest exemption.

Part XXV (Certification):

Part XXV of the form has been duly completed and executed. The form is signed under penalties of perjury by an authorized officer of Osprey Insurance Capital, Ltd. The date of signature is May 7, 2024.

Calderwood & Harkness Confirmation:

This firm has reviewed the enclosed IRS Form W-8BEN-E submitted by Osprey Insurance Capital, Ltd., and the form appears, on its face, to be properly completed and duly executed. The information set forth on the form is consistent with the factual representations provided by Osprey Insurance Capital, Ltd. to this firm and to the Borrower, and is consistent with the withholding analysis set forth in both (i) the Tax Structure Memorandum dated April 22, 2024, and (ii) the Tax Opinion Letter dated May 3, 2024, each prepared by Sylvia Hartwell, Specialist Partner, Tax, at Calderwood & Harkness LLP. In particular, the portfolio interest exemption analysis and FATCA classification reflected on Osprey's form are consistent with the conclusions of such memorandum and opinion.

4. Cross-Reference to Credit Agreement Provisions

The delivery of the enclosed IRS Form W-8BEN-E certificates is made in satisfaction of the requirements of Section 2.17(f) of the Credit Agreement, which provides, in pertinent part, that each Lender that is not a United States person shall deliver to the Administrative Agent and the Borrower, on or prior to the date on which such Lender becomes a Lender under the Credit Agreement, two (2) properly completed and duly executed copies of IRS Form W-8BEN-E (or any applicable successor form), certifying that such Lender is entitled to a reduced rate of, or exemption from, US federal withholding tax on payments of interest under the Credit Agreement. The original executed forms are enclosed herewith, and conformed copies have been retained in the files of Calderwood & Harkness LLP and provided to the Borrower.

We draw the Administrative Agent's attention to the following additional provisions of the Credit Agreement that are relevant to the withholding tax framework and to the enclosed forms:

(a) Tax Gross-Up and Indemnity. Section 2.17(a) of the Credit Agreement provides that all payments made by the Borrower to or for the account of any Lender shall be made free and clear of, and without deduction or withholding for, any Taxes, except as required by applicable law. To the extent that the Borrower is required by applicable law to deduct or withhold Taxes from any such payment, the Borrower is generally obligated to "gross up" the payment so that the net amount received by the Lender, after deduction or withholding, equals the full amount that would have been received had no such deduction or withholding been required. This gross-up obligation applies to "Indemnified Taxes" as defined in the Credit Agreement, but does not apply to "Excluded Taxes."

(b) Excluded Taxes — Withholding Certificate Condition. The definition of "Excluded Taxes" in Section 1.01 of the Credit Agreement includes, among other items, Taxes that would not have been imposed but for the failure of a Lender to deliver a properly completed and duly executed IRS Form W-8BEN-E (or other applicable withholding certificate) as and when required under the Credit Agreement. Accordingly, the timely delivery of the enclosed forms is a condition to each Non-US Lender's entitlement to gross-up protection. The delivery of these forms prior to the Closing Date preserves each Non-US Lender's right to receive payments free and clear of Indemnified Taxes and, to the extent applicable, to receive gross-up payments in the event that the Borrower is nonetheless required to deduct or withhold.

(c) FATCA Compliance. Section 2.17(f)(iv) of the Credit Agreement further requires that each Lender establish its FATCA status and deliver such documentation as is necessary to permit the Borrower and the Administrative Agent to comply with their obligations under FATCA (Sections 1471 through 1474 of the Code) and to determine whether such Lender is a "FATCA exempt party" or otherwise not subject to withholding under FATCA. The enclosed IRS Form W-8BEN-E certificates confirm the FATCA classifications for both NordBrücke AG (Reporting Model 1 FFI) and Osprey Insurance Capital, Ltd. (Reporting Model 2 FFI), and each form includes the applicable GIIN, thereby satisfying the FATCA documentation requirements of the Credit Agreement.

5. Administrative Instructions and Renewal Requirements

We respectfully request that the Administrative Agent retain the enclosed original IRS Form W-8BEN-E certificates in its records and associate them with the applicable Lender accounts in the Administrative Agent's loan operations systems. Each form should be linked to the corresponding Lender's account for purposes of the Administrative Agent's withholding and reporting obligations under the Code and applicable Treasury Regulations.

We further bring to the Administrative Agent's attention the following matters regarding the validity period and renewal of the enclosed forms:

(a) Validity Period. Under applicable IRS regulations (Treasury Regulations § 1.1441-1(e)(4)(ii)), an IRS Form W-8BEN-E generally remains valid until the last day of the third succeeding calendar year after the year in which the form is signed, unless a change in circumstances makes any information on the form incorrect. The form signed by NordBrücke AG is dated May 6, 2024, and accordingly will remain valid through December 31, 2027, absent a change in circumstances. The form signed by Osprey Insurance Capital, Ltd. is dated May 7, 2024, and accordingly will remain valid through December 31, 2027, absent a change in circumstances.

(b) Change in Circumstances. If a change in circumstances occurs that makes any information on an IRS Form W-8BEN-E incorrect, the form ceases to be valid, and the affected Lender is required to deliver a new, updated form within thirty (30) days of the change in circumstances (or such other period as may be provided under applicable IRS regulations). A "change in circumstances" includes, without limitation, a change in the Lender's country of residence, a change in its entity classification, a change in its treaty eligibility, or any other event that renders the representations on the form inaccurate.

(c) Credit Agreement Renewal Obligations. Section 2.17(f) of the Credit Agreement requires each Non-US Lender to deliver updated or successor withholding certificates (i) on or before the date that its existing form expires or becomes obsolete, (ii) promptly upon the occurrence of a change in circumstances that renders its existing form inaccurate or incomplete, and (iii) upon the reasonable request of the Borrower or the Administrative Agent. Each Non-US Lender has acknowledged these obligations in connection with the execution of its Lender Joinder Agreement.

(d) Post-Closing Compliance Calendar. Calderwood & Harkness LLP will include the W-8BEN-E renewal dates for NordBrücke AG and Osprey Insurance Capital, Ltd. in the post-closing compliance calendar that this firm will prepare and deliver to IHDC in connection with the Post-Closing Letter dated June 10, 2024. The compliance calendar will include a reminder to IHDC's treasury team to coordinate with the Administrative Agent and the Non-US Lenders regarding the timely delivery of updated forms, with lead-time reminders set at 120 days and 60 days prior to each form's expiration date.

6. US Lender Confirmations

For completeness, and to provide the Administrative Agent with a comprehensive picture of the withholding tax status of the Lender syndicate, we note that the remaining five (5) Lenders under the Credit Agreement are each "United States persons" within the meaning of Section 7701(a)(30) of the Code and are not required to deliver IRS Form W-8BEN-E or any other withholding certificate applicable to non-US persons. These five US Lenders and their respective Commitments are as follows:

1. Crescent Harbor Bank, N.A. — Commitment: $200,000,000

2. Ridgeline National Bank — Commitment: $175,000,000

3. Marlowe Asset Management Meridian Capital, LLC — Commitment: $150,000,000

4. Atlas Peak Credit Partners, LP — Commitment: $125,000,000

5. Pacific Rim Institutional Lending Corp. — Commitment: $75,000,000

Each such US Lender is expected to deliver an IRS Form W-9 (Request for Taxpayer Identification Number and Certification) to the Administrative Agent and the Borrower on or prior to the Closing Date, confirming its status as a United States person and providing a valid taxpayer identification number ("TIN"). The Form W-9 certifies, among other things, that the Lender is not subject to backup withholding under Section 3406 of the Code.

IRS Form W-9 certificates for the US Lenders are being collected separately by Calderwood & Harkness LLP and will be transmitted to the Administrative Agent under separate cover in advance of the Closing Date. We anticipate that such transmittal will be made on or about May 20, 2024.

7. Enclosures

Enclosed herewith are the following documents:

Enclosure 1: IRS Form W-8BEN-E — NordBrücke AG (executed original; eight (8) pages)

Enclosure 2: IRS Form W-8BEN-E — Osprey Insurance Capital, Ltd. (executed original; seven (7) pages)

Enclosure 3: Summary Table of Lender Withholding Tax Status (reproduced below for convenience)

Enclosure 3 — Summary Table of Lender Withholding Tax Status

8. Disclaimer and Reliance

Calderwood & Harkness LLP's review of the enclosed IRS Form W-8BEN-E certificates has been limited to confirming their facial completeness, their internal consistency, their consistency with the information provided by the respective Non-US Lenders to this firm and to the Borrower, and their alignment with the withholding analysis set forth in the Tax Structure Memorandum dated April 22, 2024, and the Tax Opinion Letter dated May 3, 2024, each prepared by Sylvia Hartwell, Specialist Partner, Tax, at this firm. Our review has not included an independent investigation or verification of the underlying facts, and we have relied upon the representations of NordBrücke AG and Osprey Insurance Capital, Ltd. as to the accuracy and completeness of the information set forth on their respective forms.

Calderwood & Harkness LLP does not opine on, guarantee, or assume any responsibility for the accuracy of the factual representations made by NordBrücke AG or Osprey Insurance Capital, Ltd. on their respective IRS Form W-8BEN-E certificates. Without limiting the generality of the foregoing, we do not opine on (i) the tax residency status of either Non-US Lender, (ii) the accuracy of any representations regarding beneficial ownership, (iii) the satisfaction of the Limitation on Benefits requirements of the US-Germany Income Tax Treaty, (iv) the continued eligibility of Osprey Insurance Capital, Ltd. for the portfolio interest exemption, or (v) the FATCA status of either Non-US Lender, except to the extent expressly addressed in the Tax Opinion Letter referenced above.

The Administrative Agent and the Borrower are entitled to rely on the enclosed forms for purposes of determining the appropriate rate of withholding on payments made to the Non-US Lenders, to the extent permitted by applicable IRS regulations, including Treasury Regulations §§ 1.1441-1 through 1.1441-7 and 1.1471-3. In the event that the Administrative Agent has actual knowledge or reason to know that the information on any form is unreliable or incorrect, the Administrative Agent should not rely on such form and should promptly contact this firm and the applicable Non-US Lender.

This transmittal letter does not constitute tax advice to the Administrative Agent, any Lender, the Collateral Agent, or any other party to or participant in the transactions contemplated by the Credit Agreement. Each party should consult its own tax advisors regarding its obligations and entitlements under applicable tax law.

We trust that the foregoing is in order. Should you have any questions regarding the enclosed forms, the withholding tax analysis, or any other matter addressed in this letter, please do not hesitate to contact the undersigned or Daniel Obi of this firm at (212) 555-9150.

We look forward to working with you through the Closing Date and beyond.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Name: Sylvia Hartwell

Title: Specialist Partner, Tax

Countersigned:

By: ________

Name: Daniel Obi

Title: Lead Associate, Banking & Finance

Calderwood & Harkness LLP 125 Broad Street New York, NY 10004

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

cc: Stephanie Okafor, Responsible Partner, Calderwood & Harkness LLP

cc: Rebecca Sung, Chief Financial Officer, Ironhaven Data Centers LLC

cc: Priya Nair, Director, Data Center & Digital Infrastructure Lending, Crescent Harbor Bank, N.A.

Enclosures (as described above)

Lender	Jurisdiction	Commitment	US Tax Status	Form Delivered	Treaty / Exemption Basis	Claimed Rate
Crescent Harbor Bank, N.A.	United States (NC)	$200,000,000	US Person	W-9 (separate)	N/A	N/A
Ridgeline National Bank	United States (MA)	$175,000,000	US Person	W-9 (separate)	N/A	N/A
Marlowe Asset Management Meridian Capital, LLC	United States (DE/NY)	$150,000,000	US Person	W-9 (separate)	N/A	N/A
Atlas Peak Credit Partners, LP	United States (DE/CA)	$125,000,000	US Person	W-9 (separate)	N/A	N/A
NordBrücke AG	Germany	$150,000,000	Non-US Person	W-8BEN-E (enclosed)	US-Germany Treaty Art. 11	0%
Pacific Rim Institutional Lending Corp.	United States (DE/CA)	$75,000,000	US Person	W-9 (separate)	N/A	N/A
Osprey Insurance Capital, Ltd.	Bermuda	$75,000,000	Non-US Person	W-8BEN-E (enclosed)	Portfolio Interest Exemption (IRC § 881(c))	0%
Total	$950,000,000

CALDERWOOD & HARKNESS LLP
Counsellors at Law
125 Broad Street New York, NY 10004
Telephone: (212) 555-9100 Facsimile: (212) 555-9101
May 10, 2024
CONFIDENTIAL
Thomas Beckett Vice President, Loan Operations & Agency Services Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, NC 28202
Copy to:
Catherine Ellsworth, Esq. Lead Partner, Finance Blackthorn & Sundial Software 51 West 52nd Street New York, NY 10019
Derek Huang, Esq. Senior Associate, Finance Blackthorn & Sundial Software 51 West 52nd Street New York, NY 10019
Natasha Greenfeld Vice President, Treasury & Capital Markets Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, VA 20147
Jonathan Pryce-Williams, Esq. General Counsel & Secretary Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, VA 20147
Re: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (the "Credit Agreement"), among Ironhaven Data Centers LLC (the "Borrower"), Ironhaven Frankfurt GmbH (the "Co-Borrower"), Ironhaven Holdings Inc. (the "Parent Guarantor"), Crescent Harbor Bank, N.A. (the "Administrative Agent"), Pinnacle Trust Company, N.A. (the "Collateral Agent"), and the Lenders party thereto — $950,000,000 Aggregate Commitments
CUSIP: 46283LAA5 Crescent Harbor Deal Reference: CHB-LF-2024-0287 Calderwood & Harkness Matter No.: 1043-00001
Dear Mr. Beckett:
1. Introduction and Purpose
Calderwood & Harkness LLP serves as borrower's counsel to Ironhaven Data Centers LLC ("IHDC" or the "Borrower") in connection with the above-referenced Credit Agreement. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in the Credit Agreement.
The purpose of this transmittal letter is to effect the delivery to the Administrative Agent of IRS Form W-8BEN-E certificates (Certificate of Status of Beneficial Owner for United States Tax Withholding and Reporting (Entities)) that have been collected from each non-US Lender participating in the $950,000,000 Senior Secured Term Loan B facility (the "Facility"), as required under Section 2.17 (Tax Provisions / Status of Lenders) of the Credit Agreement. These forms have been obtained from each Lender that is not a "United States person" within the meaning of Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended (the "Code"), and that is therefore required to furnish appropriate withholding documentation to the Administrative Agent and the Borrower.
As set forth in Section 2.17(f) of the Credit Agreement, each Lender that is not a United States person (each, a "Non-US Lender") is required to deliver to the Administrative Agent and the Borrower, on or prior to the date on which such Lender becomes a Lender under the Credit Agreement (and from time to time thereafter upon the reasonable request of the Borrower or the Administrative Agent), a properly completed and duly executed IRS Form W-8BEN-E (or any successor form prescribed by the Internal Revenue Service), together with such other documentation as may be required under the Credit Agreement or applicable law to permit the Borrower and the Administrative Agent to determine the appropriate rate of withholding, if any, on payments of interest and other amounts made to such Non-US Lender under the Credit Agreement. The Closing Date under the Credit Agreement is scheduled for June 3, 2024. Accordingly, these forms are being transmitted to you in advance of the Closing Date to permit the Administrative Agent adequate time to review, process, and associate these forms with the applicable Lender accounts, and to raise any questions or concerns prior to the initial funding under the Facility.
We note that the delivery of these forms has been coordinated with Blackthorn & Sundial Software, counsel to the Administrative Agent, and with IHDC's internal treasury and legal teams, in order to ensure that the closing condition set forth in Section 4.01(j) of the Credit Agreement (relating to the delivery of tax withholding documentation) can be satisfied on a timely basis.
2. Identification of Non-US Lenders
The Lender syndicate for the Facility comprises seven (7) Lenders, holding aggregate Commitments of $950,000,000. Of the seven Lenders, five (5) are United States persons for US federal income tax purposes and are addressed separately in Section 6 below. Two (2) Lenders are not United States persons and are classified as Non-US Lenders for purposes of Section 2.17 of the Credit Agreement. Each such Non-US Lender is required to deliver an IRS Form W-8BEN-E to the Administrative Agent and the Borrower, and has done so as described herein.
The two Non-US Lenders are identified below, together with relevant background information.
2.1 NordBrücke AG
Full Legal Name: NordBrücke AG
Entity Type: German Aktiengesellschaft (public limited company); BaFin-regulated credit institution (Kreditinstitut) within the meaning of the German Banking Act (Kreditwesengesetz, "KWG")
Jurisdiction of Organization: Federal Republic of Germany (registered in Frankfurt am Main, Commercial Register of the Local Court (Amtsgericht) of Frankfurt am Main, HRB 54821)
Headquarters: Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany
Commitment under the Credit Agreement: $150,000,000, allocated entirely to the EUR sub-tranche of the Term Loan B Facility. The aggregate EUR sub-tranche totals €253,571,429 (equivalent to approximately $275,000,000 at the reference EUR/USD exchange rate of 1.0846 used for purposes of commitment allocation), of which NordBrücke AG holds a commitment of approximately €138,284,816 (equivalent to $150,000,000 at such reference rate).
Key Contact: Dr. Stefan Kleinhans, Head of Structured & Acquisition Finance, NordBrücke AG (telephone: +49 69 555 0; email: s.kleinhans@nordbruecke.de)
US Federal Income Tax Status: Non-US person; German tax resident. NordBrücke AG claims benefits under the Convention between the United States of America and the Federal Republic of Germany for the Avoidance of Double Taxation and the Prevention of Fiscal Evasion with Respect to Taxes on Income and Capital and to Certain Other Taxes, signed June 1, 1989, as amended by the Protocol signed June 1, 2006 (the "US-Germany Income Tax Treaty").
2.2 Osprey Insurance Capital, Ltd.
Full Legal Name: Osprey Insurance Capital, Ltd.
Entity Type: Bermuda exempted company, incorporated under the Bermuda Companies Act 1981
Jurisdiction of Organization: Bermuda (Hamilton); registered with the Bermuda Registrar of Companies
Headquarters: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
Commitment under the Credit Agreement: $75,000,000, allocated to the USD sub-tranche of the Term Loan B Facility
Key Contact: Fiona Abernathy, Head of Credit Investments, Osprey Insurance Capital, Ltd. (telephone: +1 441 555 2200; email: f.abernathy@ospreyinsurancecapital.bm)
US Federal Income Tax Status: Non-US person; Bermuda entity. Osprey Insurance Capital, Ltd. does not claim benefits under any income tax treaty between Bermuda and the United States (no such treaty exists). Instead, Osprey relies on the portfolio interest exemption under Section 881(c) of the Code, as described more fully in Section 3.2 below.
3. Summary of Enclosed W-8BEN-E Forms
Set forth below is a detailed summary of the key information contained in each enclosed IRS Form W-8BEN-E. These summaries are provided for the Administrative Agent's reference and convenience; in the event of any discrepancy between the summaries below and the enclosed original forms, the original forms shall control.
3.1 NordBrücke AG — W-8BEN-E Summary
Part I (Identification of Beneficial Owner):
NordBrücke AG has identified itself in Part I of the form as the beneficial owner of the income for which the form is being provided. The relevant information set forth in Part I is as follows:
• Line 1 — Name of Organization: NordBrücke AG
• Line 2 — Country of Incorporation or Organization: Germany
• Line 3 — Name of Disregarded Entity: Not applicable (NordBrücke AG is not a disregarded entity)
• Line 4 — Chapter 3 Status: Corporation. NordBrücke AG is classified as a corporation for US federal income tax purposes, consistent with its status as a German Aktiengesellschaft, which is listed as a per se corporation under Treasury Regulations § 301.7701-2(b)(8)(i).
• Line 5 — Chapter 4 (FATCA) Status: Reporting Model 1 FFI. The Federal Republic of Germany has entered into a Model 1 intergovernmental agreement ("IGA") with the United States for purposes of FATCA compliance (the US-Germany FATCA IGA, signed May 31, 2013). NordBrücke AG, as a financial institution organized in a Model 1 IGA jurisdiction, has the FATCA status of a "Reporting Model 1 FFI" and reports account holder information to the German Federal Central Tax Office (Bundeszentralamt für Steuern), which in turn exchanges such information with the IRS.
• Line 6 — Permanent Residence Address: Neue Mainzer Straße 72, 60311 Frankfurt am Main, Germany
• Line 7 — Mailing Address: Same as permanent residence address (no separate mailing address provided)
• Line 8 — U.S. Taxpayer Identification Number (TIN): Not applicable (NordBrücke AG does not hold a US TIN)
• Line 9a — GIIN (Global Intermediary Identification Number): Provided on the form, as required for a Reporting Model 1 FFI under FATCA
• Line 9b — Foreign TIN: German Tax Identification Number (Steuernummer) provided on the form
• Line 10 — Reference Number(s): Crescent Harbor Deal Reference CHB-LF-2024-0287 noted for cross-referencing purposes
Part III (Claim of Tax Treaty Benefits):
NordBrücke AG has completed Part III of the form to claim a reduced rate of, or exemption from, US federal withholding tax on interest income under the US-Germany Income Tax Treaty. The key treaty-related representations and certifications set forth in Part III are summarized as follows:
• Line 14a — Treaty Country: Germany. NordBrücke AG certifies that it is a resident of Germany within the meaning of the income tax treaty between the United States and Germany.
• Line 14b — Special Rates and Conditions: NordBrücke AG claims the benefits of Article 11 (Interest) of the US-Germany Income Tax Treaty. Under Article 11, paragraph 1, interest arising in a Contracting State (the United States) and paid to a resident of the other Contracting State (Germany) may be taxed only in the other Contracting State (Germany), provided that the beneficial owner of the interest is a resident of Germany. Accordingly, NordBrücke AG claims a 0% rate of withholding — that is, a complete exemption from US federal withholding tax on interest income received from the Borrower under the Term Loan.
• Beneficial Ownership Certification: NordBrücke AG certifies that it derives the interest income in its capacity as the beneficial owner thereof, and not as an agent, nominee, or conduit for another person. NordBrücke AG has made the Term Loan commitment for its own account and risk, and the interest income will be reported on NordBrücke AG's own financial statements and tax returns.
• Bona Fide Lending Arrangement: The interest income arises from the Term Loan, which constitutes a bona fide lending arrangement within the meaning of the US-Germany Income Tax Treaty and applicable Treasury Regulations. The interest is paid as compensation for the use of money lent by NordBrücke AG to the Borrower, and is not contingent upon the Borrower's profits or revenues.
• Limitation on Benefits (LOB): Article 28 of the US-Germany Income Tax Treaty contains a "Limitation on Benefits" provision that restricts the availability of treaty benefits to persons who satisfy certain qualifying tests. NordBrücke AG has represented on the form that it satisfies the LOB requirement. Specifically, NordBrücke AG has indicated that it qualifies under the LOB article as a company that satisfies the ownership and base erosion test, or alternatively, as a company engaged in the active conduct of a trade or business in Germany as a licensed credit institution (Kreditinstitut) regulated by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"). We note that NordBrücke AG's principal shares are listed on the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse), which may independently support qualification under the publicly traded company test of the LOB article, although the form does not rely exclusively on this basis.
Part XXV (Certification):
Part XXV of the form contains the certification, under penalties of perjury, that the information provided on the form is true, correct, and complete, and that the signatory is authorized to sign on behalf of NordBrücke AG. The form has been signed by an authorized officer of NordBrücke AG. The date of signature is May 6, 2024.
Calderwood & Harkness Confirmation:
This firm has reviewed the enclosed IRS Form W-8BEN-E submitted by NordBrücke AG, and the form appears, on its face, to be properly completed and duly executed. The information set forth on the form is consistent with the factual representations provided by NordBrücke AG to this firm and to the Borrower, and is consistent with the analysis set forth in the Tax Structure Memorandum dated April 22, 2024, prepared by Sylvia Hartwell, Specialist Partner, Tax, at Calderwood & Harkness LLP, in connection with the structuring of the Facility. In particular, the treaty benefit claimed by NordBrücke AG under Article 11 of the US-Germany Income Tax Treaty, and the FATCA classification of NordBrücke AG as a Reporting Model 1 FFI, are consistent with the conclusions of such memorandum.
3.2 Osprey Insurance Capital, Ltd. — W-8BEN-E Summary
Part I (Identification of Beneficial Owner):
Osprey Insurance Capital, Ltd. has identified itself in Part I of the form as the beneficial owner of the income for which the form is being provided. The relevant information set forth in Part I is as follows:
• Line 1 — Name of Organization: Osprey Insurance Capital, Ltd.
• Line 2 — Country of Incorporation or Organization: Bermuda
• Line 3 — Name of Disregarded Entity: Not applicable
• Line 4 — Chapter 3 Status: Corporation. Osprey Insurance Capital, Ltd. is classified as a corporation for US federal income tax purposes. As a Bermuda exempted company, Osprey is treated as a per se corporation under Treasury Regulations § 301.7701-2(b)(8)(i), or alternatively, has elected to be treated as a corporation under applicable entity classification rules.
• Line 5 — Chapter 4 (FATCA) Status: Reporting Model 2 FFI. Bermuda has entered into a Model 2 intergovernmental agreement ("IGA") with the United States for purposes of FATCA compliance (the US-Bermuda FATCA IGA, signed December 19, 2013). Under the Model 2 IGA framework, Bermuda-based financial institutions register directly with the IRS and report account holder information directly to the IRS, with consent of the account holders, supplemented by group requests through the Bermuda competent authority. Osprey Insurance Capital, Ltd. has indicated its FATCA status as a Reporting Model 2 FFI on the enclosed form.
• Line 6 — Permanent Residence Address: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda
• Line 7 — Mailing Address: Same as permanent residence address
• Line 8 — U.S. Taxpayer Identification Number (TIN): Not applicable
• Line 9a — GIIN: Provided on the form, as required for a Reporting Model 2 FFI under FATCA
• Line 9b — Foreign TIN: Not applicable (Bermuda does not impose income tax and does not issue tax identification numbers)
• Line 10 — Reference Number(s): Crescent Harbor Deal Reference CHB-LF-2024-0287 noted
Part III (Claim of Tax Treaty Benefits):
Bermuda does not have an income tax treaty with the United States. Accordingly, Osprey Insurance Capital, Ltd. has not completed Part III of the form to claim any treaty-based reduction of, or exemption from, US federal withholding tax on interest income. Part III has been left blank or marked as not applicable on the enclosed form.
In the absence of an applicable income tax treaty, interest payments made to Osprey Insurance Capital, Ltd. as a non-US corporation would, as a general matter, be subject to US federal withholding tax at a rate of 30% under Sections 871(a) and 881(a) of the Code. However, the enclosed form includes the certifications necessary to support Osprey's reliance on the portfolio interest exemption under Section 881(c) of the Code.
Specifically, the form includes the following representations and certifications with respect to the portfolio interest exemption:
• Osprey Insurance Capital, Ltd. certifies that it is not a bank within the meaning of Section 881(c)(3)(A) of the Code — i.e., it is not a bank that is extending credit pursuant to a loan agreement entered into in the ordinary course of its trade or business of making loans;
• Osprey Insurance Capital, Ltd. certifies that it is not a 10-percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code — i.e., it does not own, directly or constructively (applying the attribution rules of Section 318 of the Code), 10% or more of the total combined voting power of all classes of stock of the Borrower entitled to vote (the Borrower being a limited liability company, this test is applied by reference to capital and profits interests);
• Osprey Insurance Capital, Ltd. certifies that it is not a controlled foreign corporation ("CFC") related to the Borrower within the meaning of Section 881(c)(3)(C) of the Code — i.e., it is not a CFC that is related (within the meaning of Section 864(d)(4) of the Code) to the Borrower.
On the basis of these certifications, Osprey Insurance Capital, Ltd. claims a 0% rate of withholding on interest income received from the Borrower under the Term Loan, relying on the portfolio interest exemption under Section 881(c) of the Code.
We note for the Administrative Agent's records that the portfolio interest exemption is available only with respect to interest paid on obligations that are in "registered form" within the meaning of Section 163(f) of the Code and Treasury Regulations § 1.163-5(b). The Term Loan constitutes an obligation in registered form, as the Credit Agreement provides that the Register maintained by the Administrative Agent is the definitive record of the identity of the Lenders and their respective interests, and transfers of interests may be effected only by registration in the Register. This registration requirement is consistent with the requirements of Section 163(f) and the Treasury Regulations thereunder, and supports the eligibility of interest payments under the Term Loan for the portfolio interest exemption.
Part XXV (Certification):
Part XXV of the form has been duly completed and executed. The form is signed under penalties of perjury by an authorized officer of Osprey Insurance Capital, Ltd. The date of signature is May 7, 2024.
Calderwood & Harkness Confirmation:
This firm has reviewed the enclosed IRS Form W-8BEN-E submitted by Osprey Insurance Capital, Ltd., and the form appears, on its face, to be properly completed and duly executed. The information set forth on the form is consistent with the factual representations provided by Osprey Insurance Capital, Ltd. to this firm and to the Borrower, and is consistent with the withholding analysis set forth in both (i) the Tax Structure Memorandum dated April 22, 2024, and (ii) the Tax Opinion Letter dated May 3, 2024, each prepared by Sylvia Hartwell, Specialist Partner, Tax, at Calderwood & Harkness LLP. In particular, the portfolio interest exemption analysis and FATCA classification reflected on Osprey's form are consistent with the conclusions of such memorandum and opinion.
4. Cross-Reference to Credit Agreement Provisions
The delivery of the enclosed IRS Form W-8BEN-E certificates is made in satisfaction of the requirements of Section 2.17(f) of the Credit Agreement, which provides, in pertinent part, that each Lender that is not a United States person shall deliver to the Administrative Agent and the Borrower, on or prior to the date on which such Lender becomes a Lender under the Credit Agreement, two (2) properly completed and duly executed copies of IRS Form W-8BEN-E (or any applicable successor form), certifying that such Lender is entitled to a reduced rate of, or exemption from, US federal withholding tax on payments of interest under the Credit Agreement. The original executed forms are enclosed herewith, and conformed copies have been retained in the files of Calderwood & Harkness LLP and provided to the Borrower.
We draw the Administrative Agent's attention to the following additional provisions of the Credit Agreement that are relevant to the withholding tax framework and to the enclosed forms:
(a) Tax Gross-Up and Indemnity. Section 2.17(a) of the Credit Agreement provides that all payments made by the Borrower to or for the account of any Lender shall be made free and clear of, and without deduction or withholding for, any Taxes, except as required by applicable law. To the extent that the Borrower is required by applicable law to deduct or withhold Taxes from any such payment, the Borrower is generally obligated to "gross up" the payment so that the net amount received by the Lender, after deduction or withholding, equals the full amount that would have been received had no such deduction or withholding been required. This gross-up obligation applies to "Indemnified Taxes" as defined in the Credit Agreement, but does not apply to "Excluded Taxes."
(b) Excluded Taxes — Withholding Certificate Condition. The definition of "Excluded Taxes" in Section 1.01 of the Credit Agreement includes, among other items, Taxes that would not have been imposed but for the failure of a Lender to deliver a properly completed and duly executed IRS Form W-8BEN-E (or other applicable withholding certificate) as and when required under the Credit Agreement. Accordingly, the timely delivery of the enclosed forms is a condition to each Non-US Lender's entitlement to gross-up protection. The delivery of these forms prior to the Closing Date preserves each Non-US Lender's right to receive payments free and clear of Indemnified Taxes and, to the extent applicable, to receive gross-up payments in the event that the Borrower is nonetheless required to deduct or withhold.
(c) FATCA Compliance. Section 2.17(f)(iv) of the Credit Agreement further requires that each Lender establish its FATCA status and deliver such documentation as is necessary to permit the Borrower and the Administrative Agent to comply with their obligations under FATCA (Sections 1471 through 1474 of the Code) and to determine whether such Lender is a "FATCA exempt party" or otherwise not subject to withholding under FATCA. The enclosed IRS Form W-8BEN-E certificates confirm the FATCA classifications for both NordBrücke AG (Reporting Model 1 FFI) and Osprey Insurance Capital, Ltd. (Reporting Model 2 FFI), and each form includes the applicable GIIN, thereby satisfying the FATCA documentation requirements of the Credit Agreement.
5. Administrative Instructions and Renewal Requirements
We respectfully request that the Administrative Agent retain the enclosed original IRS Form W-8BEN-E certificates in its records and associate them with the applicable Lender accounts in the Administrative Agent's loan operations systems. Each form should be linked to the corresponding Lender's account for purposes of the Administrative Agent's withholding and reporting obligations under the Code and applicable Treasury Regulations.
We further bring to the Administrative Agent's attention the following matters regarding the validity period and renewal of the enclosed forms:
(a) Validity Period. Under applicable IRS regulations (Treasury Regulations § 1.1441-1(e)(4)(ii)), an IRS Form W-8BEN-E generally remains valid until the last day of the third succeeding calendar year after the year in which the form is signed, unless a change in circumstances makes any information on the form incorrect. The form signed by NordBrücke AG is dated May 6, 2024, and accordingly will remain valid through December 31, 2027, absent a change in circumstances. The form signed by Osprey Insurance Capital, Ltd. is dated May 7, 2024, and accordingly will remain valid through December 31, 2027, absent a change in circumstances.
(b) Change in Circumstances. If a change in circumstances occurs that makes any information on an IRS Form W-8BEN-E incorrect, the form ceases to be valid, and the affected Lender is required to deliver a new, updated form within thirty (30) days of the change in circumstances (or such other period as may be provided under applicable IRS regulations). A "change in circumstances" includes, without limitation, a change in the Lender's country of residence, a change in its entity classification, a change in its treaty eligibility, or any other event that renders the representations on the form inaccurate.
(c) Credit Agreement Renewal Obligations. Section 2.17(f) of the Credit Agreement requires each Non-US Lender to deliver updated or successor withholding certificates (i) on or before the date that its existing form expires or becomes obsolete, (ii) promptly upon the occurrence of a change in circumstances that renders its existing form inaccurate or incomplete, and (iii) upon the reasonable request of the Borrower or the Administrative Agent. Each Non-US Lender has acknowledged these obligations in connection with the execution of its Lender Joinder Agreement.
(d) Post-Closing Compliance Calendar. Calderwood & Harkness LLP will include the W-8BEN-E renewal dates for NordBrücke AG and Osprey Insurance Capital, Ltd. in the post-closing compliance calendar that this firm will prepare and deliver to IHDC in connection with the Post-Closing Letter dated June 10, 2024. The compliance calendar will include a reminder to IHDC's treasury team to coordinate with the Administrative Agent and the Non-US Lenders regarding the timely delivery of updated forms, with lead-time reminders set at 120 days and 60 days prior to each form's expiration date.
6. US Lender Confirmations
For completeness, and to provide the Administrative Agent with a comprehensive picture of the withholding tax status of the Lender syndicate, we note that the remaining five (5) Lenders under the Credit Agreement are each "United States persons" within the meaning of Section 7701(a)(30) of the Code and are not required to deliver IRS Form W-8BEN-E or any other withholding certificate applicable to non-US persons. These five US Lenders and their respective Commitments are as follows:
1. Crescent Harbor Bank, N.A. — Commitment: $200,000,000
2. Ridgeline National Bank — Commitment: $175,000,000
3. Marlowe Asset Management Meridian Capital, LLC — Commitment: $150,000,000
4. Atlas Peak Credit Partners, LP — Commitment: $125,000,000
5. Pacific Rim Institutional Lending Corp. — Commitment: $75,000,000
Each such US Lender is expected to deliver an IRS Form W-9 (Request for Taxpayer Identification Number and Certification) to the Administrative Agent and the Borrower on or prior to the Closing Date, confirming its status as a United States person and providing a valid taxpayer identification number ("TIN"). The Form W-9 certifies, among other things, that the Lender is not subject to backup withholding under Section 3406 of the Code.
IRS Form W-9 certificates for the US Lenders are being collected separately by Calderwood & Harkness LLP and will be transmitted to the Administrative Agent under separate cover in advance of the Closing Date. We anticipate that such transmittal will be made on or about May 20, 2024.
7. Enclosures
Enclosed herewith are the following documents:
Enclosure 1: IRS Form W-8BEN-E — NordBrücke AG (executed original; eight (8) pages)
Enclosure 2: IRS Form W-8BEN-E — Osprey Insurance Capital, Ltd. (executed original; seven (7) pages)
Enclosure 3: Summary Table of Lender Withholding Tax Status (reproduced below for convenience)
Enclosure 3 — Summary Table of Lender Withholding Tax Status
8. Disclaimer and Reliance
Calderwood & Harkness LLP's review of the enclosed IRS Form W-8BEN-E certificates has been limited to confirming their facial completeness, their internal consistency, their consistency with the information provided by the respective Non-US Lenders to this firm and to the Borrower, and their alignment with the withholding analysis set forth in the Tax Structure Memorandum dated April 22, 2024, and the Tax Opinion Letter dated May 3, 2024, each prepared by Sylvia Hartwell, Specialist Partner, Tax, at this firm. Our review has not included an independent investigation or verification of the underlying facts, and we have relied upon the representations of NordBrücke AG and Osprey Insurance Capital, Ltd. as to the accuracy and completeness of the information set forth on their respective forms.
Calderwood & Harkness LLP does not opine on, guarantee, or assume any responsibility for the accuracy of the factual representations made by NordBrücke AG or Osprey Insurance Capital, Ltd. on their respective IRS Form W-8BEN-E certificates. Without limiting the generality of the foregoing, we do not opine on (i) the tax residency status of either Non-US Lender, (ii) the accuracy of any representations regarding beneficial ownership, (iii) the satisfaction of the Limitation on Benefits requirements of the US-Germany Income Tax Treaty, (iv) the continued eligibility of Osprey Insurance Capital, Ltd. for the portfolio interest exemption, or (v) the FATCA status of either Non-US Lender, except to the extent expressly addressed in the Tax Opinion Letter referenced above.
The Administrative Agent and the Borrower are entitled to rely on the enclosed forms for purposes of determining the appropriate rate of withholding on payments made to the Non-US Lenders, to the extent permitted by applicable IRS regulations, including Treasury Regulations §§ 1.1441-1 through 1.1441-7 and 1.1471-3. In the event that the Administrative Agent has actual knowledge or reason to know that the information on any form is unreliable or incorrect, the Administrative Agent should not rely on such form and should promptly contact this firm and the applicable Non-US Lender.
This transmittal letter does not constitute tax advice to the Administrative Agent, any Lender, the Collateral Agent, or any other party to or participant in the transactions contemplated by the Credit Agreement. Each party should consult its own tax advisors regarding its obligations and entitlements under applicable tax law.
We trust that the foregoing is in order. Should you have any questions regarding the enclosed forms, the withholding tax analysis, or any other matter addressed in this letter, please do not hesitate to contact the undersigned or Daniel Obi of this firm at (212) 555-9150.
We look forward to working with you through the Closing Date and beyond.
Very truly yours,
CALDERWOOD & HARKNESS LLP
CALDERWOOD & HARKNESS LLP
By: ________
Name: Sylvia Hartwell
Title: Specialist Partner, Tax
Countersigned:
By: ________
Name: Daniel Obi
Title: Lead Associate, Banking & Finance
Calderwood & Harkness LLP 125 Broad Street New York, NY 10004
Matter No.: 1043-00001 Billing Code: IHDC-TLB-2024
cc: Stephanie Okafor, Responsible Partner, Calderwood & Harkness LLP
cc: Rebecca Sung, Chief Financial Officer, Ironhaven Data Centers LLC
cc: Priya Nair, Director, Data Center & Digital Infrastructure Lending, Crescent Harbor Bank, N.A.
Enclosures (as described above)
Lender | Jurisdiction | Commitment | US Tax Status | Form Delivered | Treaty / Exemption Basis | Claimed Rate
Crescent Harbor Bank, N.A. | United States (NC) | $200,000,000 | US Person | W-9 (separate) | N/A | N/A
Ridgeline National Bank | United States (MA) | $175,000,000 | US Person | W-9 (separate) | N/A | N/A
Marlowe Asset Management Meridian Capital, LLC | United States (DE/NY) | $150,000,000 | US Person | W-9 (separate) | N/A | N/A
Atlas Peak Credit Partners, LP | United States (DE/CA) | $125,000,000 | US Person | W-9 (separate) | N/A | N/A
NordBrücke AG | Germany | $150,000,000 | Non-US Person | W-8BEN-E (enclosed) | US-Germany Treaty Art. 11 | 0%
Pacific Rim Institutional Lending Corp. | United States (DE/CA) | $75,000,000 | US Person | W-9 (separate) | N/A | N/A
Osprey Insurance Capital, Ltd. | Bermuda | $75,000,000 | Non-US Person | W-8BEN-E (enclosed) | Portfolio Interest Exemption (IRC § 881(c)) | 0%
Total | $950,000,000

CALDERWOOD & HARKNESS LLP

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

CALDERWOOD & HARKNESS LLP

Record

Parties

Dates

Amounts