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SENIOR SECURED TERM LOAN B CREDIT AGREEMENT

$950,000,000

Dated as of May 15, 2024

among

IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, as Borrower,

IRONHAVEN FRANKFURT GmbH, a German Gesellschaft mit beschränkter Haftung, as Co-Borrower,

IRONHAVEN HOLDINGS INC., a Delaware corporation, as Parent Guarantor,

THE LENDERS FROM TIME TO TIME PARTY HERETO,

CRESCENT HARBOR BANK, N.A., as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner,

and

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

CUSIP: 46283LAA5

This credit agreement has been arranged by Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner. Neither the Sole Lead Arranger nor the Sole Bookrunner shall have any duties or responsibilities in such capacity after the Closing Date.

THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

This SENIOR SECURED TERM LOAN B CREDIT AGREEMENT (this "Agreement"), dated as of May 15, 2024 (the "Signing Date"), is entered into among IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), IRONHAVEN FRANKFURT GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower" or "IHDC Frankfurt"), IRONHAVEN HOLDINGS INC., a Delaware corporation (the "Parent Guarantor" or "Holdings"), the LENDERS from time to time party hereto (collectively, the "Lenders" and individually, each a "Lender"), CRESCENT HARBOR BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"), sole lead arranger (the "Sole Lead Arranger"), and sole bookrunner (the "Sole Bookrunner"), and PINNACLE TRUST COMPANY, N.A., a national trust company, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the "Collateral Agent").

RECITALS

WHEREAS, the Borrower is engaged in the business of developing, constructing, owning, and operating carrier-neutral data center campuses in the United States and Europe;

WHEREAS, the Borrower owns and operates a data center campus located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147 (the "Virginia Campus") and, through the Co-Borrower, is developing a data center campus located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany (the "Frankfurt Campus");

WHEREAS, the Borrower has requested that the Lenders extend senior secured term loan credit facilities in an aggregate principal amount of $950,000,000, consisting of (i) a USD Tranche in the aggregate principal amount of $675,000,000 and (ii) a EUR Sub-Tranche in the aggregate principal amount of €253,571,429 (equivalent to approximately $275,000,000 at the EUR/USD spot rate of 1.0846 on the Closing Date);

WHEREAS, the proceeds of the Term Loans will be used to (a) fund the construction of Phase I of the Virginia Campus, (b) fund the construction of Phase I of the Frankfurt Campus, (c) refinance in full the Existing Mezzanine Notes held by Greystone Mezzanine Fund II, LP, (d) pay Transaction Fees and Expenses, and (e) fund working capital and general corporate purposes;

WHEREAS, concurrently with the borrowings hereunder, Thornfield Infrastructure Fund III, LP will make an equity contribution to Holdings in the amount of $410,000,000, which will be contributed to the Borrower;

WHEREAS, each Lender has indicated its willingness to make the Term Loans on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS

Section 1.01 — Defined Terms

As used in this Agreement, the following terms shall have the meanings set forth below:

"Adjusted EBITDA" means, for any period, Consolidated Net Income for such period, plus (a) the following to the extent deducted (and not added back) in computing Consolidated Net Income for such period: (i) Consolidated Interest Expense, (ii) provision for federal, state, local, and foreign income taxes (whether or not paid during such period), (iii) depreciation and amortization expense, (iv) non-cash stock-based compensation expense, (v) non-recurring transaction costs and expenses incurred in connection with the Transactions (including fees and expenses of legal, accounting, financial advisory, and other professional advisors) in an aggregate amount not to exceed $32,500,000, (vi) restructuring and related charges (including facility closure costs, severance, and related benefits) in an aggregate amount not to exceed $10,000,000 in any fiscal year, (vii) non-cash losses on dispositions of assets outside the ordinary course of business, (viii) any other non-cash charges, write-downs, or items reducing Consolidated Net Income for such period (excluding any non-cash charge to the extent it represents an accrual of or a reserve for cash charges in any future period or amortization of a prepaid cash charge paid in a prior period), and (ix) pro forma adjustments for acquisitions and dispositions consummated during such period calculated on a basis consistent with Regulation S-X under the Securities Act of 1933, as amended, giving effect to such acquisitions or dispositions as if they had occurred on the first day of such period; minus (b) without duplication, (i) the following to the extent included in computing Consolidated Net Income for such period: all non-cash items of income increasing Consolidated Net Income for such period (excluding any non-cash item to the extent it represents the reversal of an accrual of or a reserve for a potential cash item that reduced Adjusted EBITDA in any prior period), and (ii) non-cash gains on dispositions of assets outside the ordinary course of business. Adjusted EBITDA shall be calculated on a last-twelve-month ("LTM") basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered. As of March 31, 2024, Adjusted EBITDA for the LTM period then ended was $165,800,000. "Consolidated Adjusted EBITDA" has the same meaning as "Adjusted EBITDA."

"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative agent hereunder, and its successors in such capacity appointed pursuant to Section 8.06.

"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such Person. For purposes of this definition, "Control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise; and the terms "Controlled by" and "under common Control with" have correlative meanings.

"Aggregate Commitments" means $950,000,000, being the aggregate amount of all Term Loan Commitments of all Lenders.

"Agreement" means this Senior Secured Term Loan B Credit Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time.

"Anti-Corruption Laws" means the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the United Kingdom Bribery Act 2010, as amended, and all other anti-bribery and anti-corruption laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time.

"Anti-Money Laundering Laws" means the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act, the regulations promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the United States Department of the Treasury, the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG"), and all other applicable anti-money laundering laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time.

"Applicable Rate" means (a) with respect to USD Tranche Loans, SOFR plus 4.25% (425 basis points) per annum and (b) with respect to EUR Sub-Tranche Loans, EURIBOR plus 4.25% (425 basis points) per annum.

"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.06), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.

"Bermuda Lender" means any Lender organized under the laws of Bermuda, which as of the date hereof is Osprey Insurance Capital, Ltd.

"Board" means the Board of Governors of the Federal Reserve System of the United States of America.

"Borrower" has the meaning assigned to such term in the preamble hereto.

"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.02, which shall be in substantially the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York City are authorized or required by law to close; provided that, when used in connection with a SOFR Loan, "Business Day" means any such day that is also a U.S. Government Securities Business Day; and provided further that, when used in connection with a EURIBOR Loan, "Business Day" means any such day that is also a TARGET Day.

"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including the fair value of any capital leases) by the Borrower and its Restricted Subsidiaries during such period that, in accordance with GAAP, are or should be reflected as additions to property, plant, and equipment or similar fixed asset accounts on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries. Capital Expenditures shall be subject to the annual limitations set forth in Section 6.07.

"Cash Interest Expense" means, for any period, Consolidated Interest Expense for such period, minus (a) any interest that is paid in kind ("PIK") rather than in cash, (b) amortization of original issue discount, (c) amortization of deferred financing fees and costs, and (d) any non-cash interest charges (including imputed interest under GAAP). "Consolidated Cash Interest Expense" has the same meaning as "Cash Interest Expense."

"Change of Control" means the occurrence of any of the following: (a) Thornfield Capital Partners, LP (together with its Affiliates, the "Sponsor") ceases to hold, directly or indirectly, more than 50% of the total voting equity interests of Ironhaven Holdings Inc.; (b) Ironhaven Holdings Inc. ceases to directly own 100% of the issued and outstanding membership interests of the Borrower; or (c) a "change of control" (or similar event, however denominated) shall occur under, or shall be deemed to have occurred for purposes of, any Material Indebtedness document (including the Existing Revolving Credit Facility documentation), which results in any obligation to make a mandatory prepayment, offer to purchase, or mandatory redemption of such Material Indebtedness.

"Closing Date" means June 3, 2024, or such other date as may be agreed by the Administrative Agent and the Borrower on which the conditions precedent set forth in Section 3.02 are satisfied or waived.

"Co-Borrower" means Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung, registered with the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under registration number HRB 129457.

"Collateral" means all assets and property of whatever kind and nature, whether real, personal, or mixed, tangible or intangible, now owned or hereafter acquired by any Loan Party, upon which a Lien has been granted or purported to be granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to any Security Document.

"Collateral Agent" means Pinnacle Trust Company, N.A., a national trust company organized under the laws of the United States, in its capacity as collateral agent for the Secured Parties under the Security Documents, and its successors in such capacity.

"Commitment Letter" means that certain commitment letter dated February 28, 2024, from the Administrative Agent to the Borrower, as amended, restated, supplemented, or otherwise modified prior to the date hereof.

"Compliance Certificate" means a certificate substantially in the form of Exhibit D, signed by a Responsible Officer of the Borrower and delivered to the Administrative Agent in accordance with Section 5.01.

"Consolidated Net Income" means, for any period, the net income (or net loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.

"Consolidated Total Net Debt" means, at any date of determination, all funded Indebtedness (including, without limitation, all outstanding principal of loans, notes, bonds, debentures, and capital lease obligations) of the Borrower and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP, minus Unrestricted Cash as of such date.

"DACA" means a deposit account control agreement among a Loan Party, a depository bank, and the Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent, providing for perfection of the Collateral Agent's security interest in such deposit account by "control" (as defined in Article 9 of the Uniform Commercial Code).

"Default" means any event, act, or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.

"Deed of Trust" means the deed of trust, assignment of leases and rents, security agreement, and fixture filing, dated as of the Closing Date, executed by the Borrower in favor of the Collateral Agent (or the trustee named therein for the benefit of the Collateral Agent), encumbering the Virginia Campus real property, as recorded or to be recorded in the land records of Loudoun County, Virginia.

"Disposition" means the sale, transfer, lease, license, or other disposition (including any Sale and Leaseback Transaction) of any property by any Person, including any sale, assignment, transfer, or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.

"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, or binding agreements issued, promulgated, or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release, or threatened release of any Hazardous Material, or to health and safety matters.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"EUR Sub-Tranche" means the tranche of the Term Loans denominated in Euros, in the aggregate original principal amount of €253,571,429, which is equivalent to approximately $275,000,000 at the EUR/USD spot rate of 1.0846 determined as of the Closing Date.

"EUR Sub-Tranche Lender" means NordBrücke AG and any other Lender that holds EUR Sub-Tranche Loans from time to time.

"EURIBOR" means, with respect to any EURIBOR Loan for any Interest Period, the rate per annum equal to the Euro Interbank Offered Rate as administered by the European Money Markets Institute (or any other person which takes over the administration of such rate), for deposits in Euros for a period of time comparable to such Interest Period, as published on the applicable Calderon Health IT screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (Brussels time) two TARGET Days prior to the commencement of such Interest Period; provided that if the EURIBOR as so determined would be less than 0.00%, then the EURIBOR shall be deemed to be 0.00% for all purposes of this Agreement (the "EURIBOR Floor").

"Euronova Pre-Lease" means that certain pre-lease letter of intent dated March 15, 2024, between Ironhaven Frankfurt GmbH, as landlord, and Euronova Digital GmbH, as tenant, with respect to the pre-lease of 20 megawatts of critical IT load capacity at the Frankfurt Campus, providing for annual rent of €9,800,000 and a term of seven (7) years from the commencement date specified therein, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Event of Default" has the meaning assigned to such term in Section 7.01.

"Excess Cash Flow" means, for any period, an amount equal to (a) Consolidated Adjusted EBITDA for such period, minus (b) cash taxes actually paid during such period (to the extent not already deducted in calculating Adjusted EBITDA), minus (c) cash interest actually paid during such period (excluding any PIK interest), minus (d) scheduled amortization payments of principal on the Term Loans actually made during such period (excluding any voluntary or mandatory prepayments), minus (e) Capital Expenditures actually made in cash during such period (to the extent not financed with the proceeds of Indebtedness, equity issuances, or asset sales), minus (f) the amount of any increase (or plus the amount of any decrease) in Working Capital for such period, in each case subject to such other adjustments as are set forth herein.

"Excess Cash Flow Percentage" means, for any fiscal year, (a) 75% if the Net Leverage Ratio as of the last day of such fiscal year exceeds 4.50 to 1.00, (b) 50% if the Net Leverage Ratio as of the last day of such fiscal year is greater than 3.50 to 1.00 but equal to or less than 4.50 to 1.00, and (c) 25% if the Net Leverage Ratio as of the last day of such fiscal year is equal to or less than 3.50 to 1.00.

"Excluded Taxes" means, with respect to any payment made by any Loan Party under any Loan Document, any of the following Taxes imposed on or with respect to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise taxes, and branch profits taxes, in each case imposed by a jurisdiction as a result of such Recipient being organized in, or having its principal office or applicable lending office in, such jurisdiction (or any political subdivision thereof); (b) Taxes attributable to such Recipient's failure to comply with Section 2.14(c); (c) FATCA Taxes resulting from such Recipient's failure to comply with the applicable requirements of FATCA; and (d) any U.S. federal withholding Taxes imposed under FATCA.

"Existing Mezzanine Notes" means the $130,000,000 in aggregate principal amount of mezzanine promissory notes issued by the Borrower and held by Greystone Mezzanine Fund II, LP, bearing interest at 12.50% per annum (payable in kind), CUSIP 39817MAB3, which are to be repaid in full on the Closing Date in accordance with the terms hereof and the applicable payoff letter.

"Existing Revolving Credit Facility" means that certain revolving credit facility in the aggregate committed amount of $100,000,000 provided by Crescent Harbor Bank, N.A. to the Borrower pursuant to the terms of that certain Revolving Credit Agreement dated as of September 15, 2022, as amended, restated, supplemented, or otherwise modified from time to time, which revolving credit facility is designated as "Super-Senior" in the Intercreditor Agreement.

"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"), as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements (and related legislation or official administrative guidance) implementing the foregoing.

"Fee Letter" means that certain fee letter dated February 28, 2024, between the Administrative Agent and the Borrower.

"Frankfurt Campus" means the data center campus at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, comprising approximately 18.7 hectares, as more particularly described in Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789.

"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, subject to Section 1.03.

"German Security Documents" means, collectively, (a) the Parallel Debt and Security Trust Agreement (Parallelschuldvertrag und Sicherungstreuhandvertrag), (b) the Grundschuld (Grundschuldbestellungsurkunde) over the Frankfurt Campus, (c) the Global Assignment Agreement (Globalzession), (d) the Account Pledge Agreement (Kontoverpfändung), (e) the Security Transfer Agreement (Sicherungsübereignungsvertrag) with respect to movable assets, (f) the Share Pledge Agreement (Anteilsverpfändungsvertrag) over the quota (Geschäftsanteile) in IHDC Frankfurt, and (g) the Security Purpose Declaration (Sicherungszweckerklärung), in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Governmental Authority" means the government of the United States, the Federal Republic of Germany, or any other nation, or of any political subdivision thereof, whether state, provincial, or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.

"Greystone Payoff" means the repayment in full of the Existing Mezzanine Notes in the aggregate amount of $132,708,333.33 (consisting of $130,000,000 in outstanding principal and $2,708,333.33 in accrued and unpaid PIK interest thereon through the Closing Date), in accordance with the payoff letter delivered by Greystone Mezzanine Fund II, LP.

"Grundschuld" means the notarized German land charge (Grundschuldbestellungsurkunde) granted by IHDC Frankfurt over the Frankfurt Campus parcel (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789) in favor of the Collateral Agent (acting through its London branch under the Parallel Debt structure), securing the Parallel Debt Obligations.

"Guarantee Agreement" means the guarantee agreement dated as of the date hereof, executed by Ironhaven Holdings Inc. in favor of the Administrative Agent and the Collateral Agent for the benefit of the Secured Parties, guaranteeing the payment and performance of all Obligations.

"Hazardous Material" means all explosive or radioactive substances or wastes, and all hazardous or toxic substances, wastes, or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

"Indebtedness" of any Person means, without duplication, (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations under conditional sale or other title retention agreements, (d) all obligations in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, (f) all guarantees by such Person of Indebtedness of others, (g) all capital lease obligations, (h) all obligations in respect of letters of credit, bankers' acceptances, bank guaranties, surety bonds, and similar instruments, and (i) all net obligations in respect of swap agreements.

"Intercreditor Agreement" means the intercreditor agreement dated as of the date hereof, among the Administrative Agent, the Collateral Agent, and Crescent Harbor Bank, N.A. (in its capacity as revolving credit facility agent), establishing the relative priorities of the liens securing the Existing Revolving Credit Facility (as Super-Senior) and the Term Loans.

"Interest Coverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered to (b) Consolidated Cash Interest Expense for such period.

"Interest Period" means, with respect to any SOFR Loan or EURIBOR Loan, each period commencing on the date such Loan is made or converted to or continued as a SOFR Loan or EURIBOR Loan (as applicable) and ending on the numerically corresponding day in the calendar month that is one (1), three (3), or six (6) months thereafter, as the Borrower may elect in the applicable Borrowing Request; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.

"IP Security Agreement" means the intellectual property security agreement dated as of the Closing Date, executed by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, granting a security interest in all intellectual property of the Borrower.

"Lender" means each financial institution listed on Schedule 2.01 hereto and any Person that becomes a Lender hereunder pursuant to an Assignment and Assumption in accordance with Section 9.06.

"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest, or similar encumbrance in, on, or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.

"Loan Documents" means, collectively, this Agreement, the Guarantee Agreement, the Security Documents, the Intercreditor Agreement, each Promissory Note, each Borrowing Request, each Compliance Certificate, the Fee Letter, the Commitment Letter, and all other agreements, instruments, documents, and certificates identified in this Agreement or any of the foregoing as a "Loan Document" and executed and delivered to, by, or in favor of the Administrative Agent, the Collateral Agent, or any Lender.

"Loan Parties" means, collectively, the Borrower, the Co-Borrower, and the Parent Guarantor.

"Material Adverse Effect" means any event, development, circumstance, change, or condition that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations, financial condition, or results of operations of the Borrower and its Restricted Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its payment or other material obligations under any Loan Document to which it is or will be a party, or (c) the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender under any Loan Document, including the validity, enforceability, or priority of the Liens granted pursuant to the Security Documents.

"Material Indebtedness" means any Indebtedness (other than the Obligations) of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $20,000,000.

"Maturity Date" means June 3, 2031.

"Maximum Capital Expenditure Amount" means (a) for the fiscal year ending December 31, 2024, $325,000,000, and (b) for the fiscal year ending December 31, 2025, and each fiscal year thereafter, $250,000,000; provided that the Maximum Capital Expenditure Amount for any fiscal year shall be increased by an amount equal to 25% of the excess (if any) of the Maximum Capital Expenditure Amount for the immediately preceding fiscal year (without giving effect to any carry-forward for such preceding fiscal year) over the actual Capital Expenditures made during such immediately preceding fiscal year (the "Carry-Forward Amount"), it being understood that any such Carry-Forward Amount may only be carried forward to the immediately following fiscal year and shall expire at the end of such following fiscal year to the extent not utilized.

"Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Consolidated Adjusted EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered. On a pro forma basis after giving effect to the Transactions on the Closing Date, the Net Leverage Ratio is 5.35 to 1.00 ($887,500,000 Consolidated Total Net Debt divided by $165,800,000 Consolidated Adjusted EBITDA).

"Net Proceeds" means, with respect to the Term Loans, $945,250,000, being the Aggregate Commitments of $950,000,000 less the aggregate original issue discount of $4,750,000 (50 basis points). When used with respect to any Disposition, insurance recovery, or condemnation award, "Net Proceeds" means the cash proceeds received in respect of such event net of (a) all reasonable out-of-pocket fees, commissions, costs, and other expenses incurred in connection therewith, (b) all federal, state, provincial, foreign, and local taxes paid or reasonably estimated to be payable as a result thereof, (c) all payments made to retire Indebtedness that is secured by the applicable asset and required to be repaid in connection therewith, and (d) all appropriate amounts to be provided as a reserve against any liabilities associated with such event.

"Obligations" means all unpaid principal of and accrued and unpaid interest on the Term Loans, all accrued and unpaid fees, and all expenses, reimbursements, indemnities, and other obligations and indebtedness of the Loan Parties to the Secured Parties of every kind and nature arising under any Loan Document, whether or not evidenced by any note, and whether or not for the payment of money, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, and including interest and fees that accrue after the commencement of any proceeding under any Debtor Relief Laws by or against any Loan Party.

"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.

"OID" means the original issue discount of 0.50% (50 basis points) applied to the Term Loans, resulting in an issue price of 99.50% of par.

"Osprey" means Osprey Insurance Capital, Ltd., a Bermuda exempted company.

"Parallel Debt" means the parallel debt obligations created under the German Parallel Debt and Security Trust Agreement (Parallelschuldvertrag und Sicherungstreuhandvertrag), pursuant to which the Co-Borrower undertakes to pay to the Collateral Agent (acting through its London branch as security trustee under German law) an amount equal to the Obligations, which Parallel Debt constitutes an independent abstract payment obligation (abstraktes Schuldversprechen) under German law and serves as the secured claim (gesicherte Forderung) for purposes of the German Security Documents.

"Parent Guarantor" means Ironhaven Holdings Inc., a Delaware corporation.

"Permitted Liens" means (a) Liens existing on the Closing Date and described on Schedule 6.02; (b) Liens for taxes, assessments, or other governmental charges not yet due and payable, or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (c) mechanics', carriers', workers', repairers', materialmen's, warehousemen's, and other similar Liens arising in the ordinary course of business; (d) pledges or deposits in the ordinary course of business to secure workers' compensation, unemployment insurance, and other social security obligations; (e) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business; (f) easements, restrictions, covenants, conditions, rights-of-way, and similar encumbrances and minor title defects that do not, individually or in the aggregate, materially interfere with the use of the property subject thereto; (g) Liens securing the Existing Revolving Credit Facility (Super-Senior); (h) purchase money Liens and capital lease Liens to the extent permitted by Section 6.01; (i) Liens in favor of the Collateral Agent for the benefit of the Secured Parties securing the Obligations; and (j) other Liens securing Indebtedness or other obligations not exceeding $5,000,000 in the aggregate at any time outstanding.

"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government, or any agency or political subdivision thereof, or any other entity.

"Pro Forma Basis" means, with respect to compliance with any test or covenant hereunder or the calculation of any ratio or basket hereunder, that all Specified Transactions (as applicable) that have been consummated during the applicable period or after the end of such period and on or before the date of such compliance determination shall be deemed to have occurred as of the first day of the applicable period. For the avoidance of doubt, "Pro Forma Basis" shall include giving effect to the Transactions.

"Promissory Note" means a promissory note in substantially the form of Exhibit A, duly executed by the Borrower (and, in the case of the EUR Sub-Tranche, the Co-Borrower) and payable to a Lender.

"Required Lenders" means, at any time, Lenders holding more than 50% of the sum of (a) the aggregate outstanding principal amount of all Term Loans at such time and (b) the aggregate undrawn Commitments at such time.

"Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller, or general counsel of the Borrower or Holdings, or such other officer or authorized signatory as shall be designated in writing from time to time by the Borrower.

"Restricted Subsidiary" means each Subsidiary of the Borrower other than any Unrestricted Subsidiary. As of the Closing Date, the only Restricted Subsidiary is IHDC Frankfurt.

"Sanctioned Country" means any country or territory that is, or whose government is, the subject or target of comprehensive Sanctions Laws, including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.

"Sanctioned Person" means, at any time, any Person (a) listed on the list of Specially Designated Nationals and blocked Persons (the "SDN List") maintained by OFAC, or the Sectoral Sanctions Identifications List maintained by OFAC, (b) listed on the EU Consolidated Financial Sanctions List maintained pursuant to Council Regulation (EU) No 269/2014 or any other applicable EU sanctions regulation, (c) listed on the UK Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation ("OFSI") of HM Treasury, (d) located, organized, or resident in a Sanctioned Country, or (e) 50% or more owned, directly or indirectly, by any Person or Persons described in clause (a), (b), (c), or (d) above.

"Sanctions Laws" means all economic or financial sanctions, trade embargoes, export controls, anti-terrorism laws, and related restrictive measures imposed, administered, or enforced from time to time by (a) the United States government, including those administered by OFAC, the U.S. Department of State, and the U.S. Department of Commerce, (b) the European Union and its member states, (c) the United Kingdom (including through OFSI), and (d) the United Nations Security Council.

"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders.

"Security Documents" means, collectively, (a) the US Security Agreement, (b) the US Equity Pledge Agreement, (c) the Deed of Trust, (d) each DACA, (e) the IP Security Agreement, (f) the Environmental Indemnity Agreement, and (g) the German Security Documents, in each case as amended, restated, supplemented, or otherwise modified from time to time.

"Signing Date" means May 15, 2024.

"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator), as published on the Federal Reserve Bank of New York's website (or any successor source) on the applicable U.S. Government Securities Business Day; provided that if the SOFR as so determined would be less than 0.50%, then the SOFR shall be deemed to be 0.50% for all purposes of this Agreement (the "SOFR Floor").

"Soft Call Premium" means a prepayment premium equal to 1.00% of the principal amount of Term Loans prepaid (i.e., 101% of par), applicable to (a) any voluntary prepayment of Term Loans made on or prior to December 3, 2024 (being the date that is six months after the Closing Date) and (b) any repricing transaction with respect to the Term Loans that is consummated on or prior to December 3, 2024, in each case in accordance with Section 2.05(a).

"Solvency Certificate" means a certificate substantially in the form of Exhibit F.

"Sponsor" means Thornfield Capital Partners, LP, a Delaware limited partnership, and its controlled Affiliates, including Thornfield Capital Management LLC and Thornfield Infrastructure Fund III, LP.

"Stratos Pre-Lease" means that certain pre-lease letter of intent dated February 1, 2024, between Ironhaven Data Centers LLC, as landlord, and Stratos Cloud Services, Inc., as tenant, with respect to the pre-lease of 30 megawatts of critical IT load capacity at the Virginia Campus, providing for annual rent of $14,400,000 and a term of five (5) years from the commencement date specified therein, as the same may be amended, restated, supplemented, or otherwise modified from time to time.

"Subsidiary" means, with respect to any Person (the "parent"), any corporation, partnership, limited liability company, joint venture, association, or other entity, the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, partnership, limited liability company, joint venture, association, or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power are, at the time any determination is being made, directly or indirectly owned, controlled, or held by the parent or one or more subsidiaries of the parent.

"TARGET Day" means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or any successor thereto) is open for the settlement of payments in Euros.

"Term Loan" or "Term Loan B" means the senior secured term loans in the aggregate original principal amount of $950,000,000 made by the Lenders to the Borrower and the Co-Borrower pursuant to Section 2.01.

"Ticking Fee" means a fee accruing at the rate of 0.25% per annum on the aggregate undrawn Commitments of the Lenders from and including March 15, 2024 through and including the Closing Date (or, if the Commitments are terminated prior thereto, through and including the date of such termination), payable on the Closing Date.

"Transactions" means, collectively, (a) the borrowings under this Agreement, (b) the equity contribution by Thornfield Infrastructure Fund III, LP to Holdings (and the contribution by Holdings to the Borrower) in the amount of $410,000,000, (c) the Greystone Payoff, (d) the payment of all Transaction Fees and Expenses, (e) the execution and delivery of the Loan Documents, and (f) the other transactions contemplated hereby.

"Transaction Fees and Expenses" means all fees, premiums, expenses, and other transaction costs incurred or payable in connection with the Transactions, including the arrangement fee, the Ticking Fee, the OID, legal fees, accounting fees, title insurance premiums, appraisal fees, environmental assessment fees, collateral agent fees, and all other costs and expenses payable pursuant to the Loan Documents and the Fee Letter, estimated in the aggregate at $32,500,000.

"Unrestricted Cash" means, at any date of determination, unrestricted cash and Permitted Cash Equivalents of the Borrower and its Restricted Subsidiaries that (a) are not subject to any Lien (other than Liens in favor of the Collateral Agent securing the Obligations and Liens securing the Existing Revolving Credit Facility) and (b) are not held in a fiduciary capacity for the benefit of any other Person. As of the Closing Date (after giving effect to the Transactions), Unrestricted Cash is estimated at $62,500,000.

"US Equity Pledge Agreement" means the equity pledge agreement dated as of the Closing Date, executed by Ironhaven Holdings Inc. in favor of the Collateral Agent for the benefit of the Secured Parties, pledging 100% of the membership interests of the Borrower.

"US Security Agreement" means the security agreement dated as of the Closing Date, executed by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, granting a security interest in substantially all personal property of the Borrower.

"USD Tranche" means the tranche of the Term Loans denominated in U.S. Dollars, in the aggregate original principal amount of $675,000,000.

"USA PATRIOT Act" means Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (October 26, 2001), as amended.

"Virginia Campus" means the data center campus at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, comprising approximately 142 acres, as more particularly described in Tax Parcel Numbers 087-27-1234 and 087-27-1235 as maintained by the Loudoun County Commissioner of the Revenue.

"Working Capital" means, at any date of determination, the excess of current assets (excluding cash and Permitted Cash Equivalents) over current liabilities (excluding the current portion of long-term Indebtedness and the current portion of capital leases) of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.

Section 1.02 — Other Interpretive Provisions

For purposes of this Agreement, the following rules of construction and interpretation shall apply:

(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, restated, or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to any restrictions on assignment set forth herein), (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.

(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the word "to" means "to but excluding," and the word "through" means "through and including."

(c) Section headings herein are included herein for convenience of reference only and shall not affect the interpretation of this Agreement.

(d) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition, or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition, or transfer, or similar term, as applicable, to, of, or with a separate Person.

Section 1.03 — Accounting Terms

(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith (the "Frozen GAAP Election").

(b) The audited financial statements referred to in Section 4.04 have been prepared in accordance with GAAP, consistently applied, as audited by Ashford & Mercer LLP, and all financial covenants and measurements set forth herein shall be calculated in a manner consistent with the accounting principles used in the preparation of such audited financial statements (except for changes in accounting principles with which the Borrower's auditors concur and subject to the Frozen GAAP Election).

Section 1.04 — Rounding

Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). All financial covenant calculations shall be rounded to two decimal places.

Section 1.05 — Times of Day

Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern time).

Section 1.06 — Currency Equivalents

(a) The Administrative Agent shall determine the Dollar Equivalent of amounts denominated in Euros, and the Euro Equivalent of amounts denominated in Dollars, as of such dates and at such times as it shall determine, using the applicable spot rate of exchange available to it at the relevant time.

(b) For purposes of determining compliance with Section 6.10 and for all other financial covenant calculations, amounts denominated in Euros shall be converted into Dollars at the applicable EUR/USD spot rate in effect on the last day of the applicable fiscal quarter.

(c) On the Closing Date, the EUR/USD spot rate shall be 1.0846 (the "Closing Date Spot Rate"), such that the EUR Sub-Tranche principal amount of €253,571,429 is equivalent to approximately $275,000,000.

Section 1.07 — Limited Condition Transactions

In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (a) determining compliance with any provision of this Agreement that requires the calculation of the Net Leverage Ratio, the Interest Coverage Ratio, or any other financial ratio or test (including the determination of compliance on a Pro Forma Basis), (b) determining the availability under any basket measured as a percentage of Adjusted EBITDA or Consolidated Total Net Debt, or (c) testing availability under baskets measured by reference to the financial condition of the Borrower and its Restricted Subsidiaries, at the option of the Borrower (the Borrower's election to exercise such option in connection with any Limited Condition Transaction, an "LCT Election"), the date of determination shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the "LCT Test Date"), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently ended four fiscal quarter period ending prior to the LCT Test Date, the Borrower would have been in compliance with such provision on such LCT Test Date, such provision shall be deemed to have been complied with.

ARTICLE II — THE COMMITMENTS AND BORROWINGS

Section 2.01 — The Term Loan Commitments

(a) Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Loan Parties herein set forth, each Lender severally (and not jointly or jointly and severally) agrees to make a Term Loan to the Borrower (or, in the case of the EUR Sub-Tranche, to the Co-Borrower) on the Closing Date in a single draw in an aggregate principal amount not exceeding the amount of such Lender's Commitment set forth on Schedule 2.01, as follows:

(b) The USD Tranche shall be in the aggregate original principal amount of $675,000,000, denominated in U.S. Dollars. The EUR Sub-Tranche shall be in the aggregate original principal amount of €253,571,429 (equivalent to approximately $275,000,000 at the Closing Date Spot Rate of EUR/USD 1.0846), denominated in Euros.

(c) The Term Loans shall be made in a single draw on the Closing Date. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Each Lender's Commitment shall automatically and permanently terminate upon the making of such Lender's Term Loan on the Closing Date (or, if earlier, upon the termination of the Commitments pursuant to the terms hereof).

(d) The Term Loans shall be senior secured obligations of the Borrower (and, in the case of the EUR Sub-Tranche, the Co-Borrower), secured by the Collateral on a pari passu basis among all Lenders (subject to the Super-Senior priority of the Existing Revolving Credit Facility as set forth in the Intercreditor Agreement), and guaranteed by the Parent Guarantor pursuant to the Guarantee Agreement.

Section 2.02 — Borrowings, Conversions, and Continuations of Term Loans

(a) The Borrower shall deliver a Borrowing Request to the Administrative Agent in substantially the form of Exhibit B not later than 12:00 noon (New York City time) at least three (3) Business Days prior to the Closing Date. Such Borrowing Request shall specify (i) the aggregate principal amount of the Term Loans to be borrowed (separately for the USD Tranche and the EUR Sub-Tranche), (ii) the requested Closing Date (which shall be a Business Day), (iii) the currency of each tranche (USD for the USD Tranche and EUR for the EUR Sub-Tranche), (iv) the initial Interest Period (which shall be one (1), three (3), or six (6) months), (v) the applicable benchmark rate (SOFR for USD Tranche Loans and EURIBOR for EUR Sub-Tranche Loans), and (vi) wire transfer instructions for the funding of proceeds.

(b) Upon receipt of the Borrowing Request, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of the requested Borrowing. Each Lender shall make the amount of its Term Loan available to the Administrative Agent in immediately available funds not later than 1:00 p.m. (New York City time) on the Closing Date, in the applicable currency, at the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Subject to the satisfaction (or waiver) of the conditions precedent set forth in Article III, the Administrative Agent shall make all funds so received from the Lenders available to the Borrower (and the Co-Borrower, as applicable) in like funds as received by the Administrative Agent, in accordance with the funds flow memorandum.

(c) Following the initial borrowing, the Borrower may elect to convert or continue any outstanding SOFR Loan or EURIBOR Loan by delivering an irrevocable notice to the Administrative Agent not later than 12:00 noon (New York City time) (i) in the case of a conversion to or continuation of a SOFR Loan, at least two (2) U.S. Government Securities Business Days prior to the date of such conversion or continuation, and (ii) in the case of a conversion to or continuation of a EURIBOR Loan, at least two (2) TARGET Days prior to the date of such conversion or continuation. Each such notice shall specify the amount and type of loan and the Interest Period applicable thereto. If the Borrower shall not have given timely notice of a conversion or continuation, the applicable Term Loans shall, at the end of the then-current Interest Period, automatically be continued as SOFR Loans or EURIBOR Loans (as applicable) with an Interest Period of one (1) month.

(d) The minimum amount of each Borrowing, conversion, or continuation shall be $5,000,000 (or the Euro Equivalent thereof) and integral multiples of $1,000,000 (or the Euro Equivalent thereof) in excess thereof.

Section 2.03 — [Reserved]

Section 2.04 — Repayment of Term Loans; Amortization

(a) The Borrower shall repay (and shall cause the Co-Borrower to repay, as applicable) to the Administrative Agent, for the ratable account of the Lenders, the aggregate outstanding principal amount of all Term Loans on the Maturity Date.

(b) In addition to the repayment required by Section 2.04(a), the Borrower shall make (and shall cause the Co-Borrower to make, as applicable) scheduled amortization payments on the Term Loans in an aggregate amount equal to 1.00% per annum of the original aggregate principal amount of the Term Loans, payable in equal quarterly installments on the last Business Day of each March, June, September, and December (each, an "Amortization Payment Date"), as follows:

(i) Aggregate quarterly amortization payment: $2,375,000 (being $950,000,000 multiplied by 1.00% divided by four (4)).

(ii) USD Tranche quarterly amortization payment: $1,687,500 (being $675,000,000 multiplied by 1.00% divided by four (4)).

(iii) EUR Sub-Tranche quarterly amortization payment: €633,928.57 (being €253,571,429 multiplied by 1.00% divided by four (4)).

(c) The first Amortization Payment Date shall be September 3, 2024. The final amortization payment, together with all remaining outstanding principal, accrued and unpaid interest, and all other amounts due and payable under this Agreement and the other Loan Documents, shall be due and payable on the Maturity Date (June 3, 2031).

(d) Each amortization payment shall be applied pro rata among the USD Tranche Lenders and the EUR Sub-Tranche Lenders based on their respective Pro Rata Shares within each tranche. Amounts repaid pursuant to this Section 2.04 may not be reborrowed.

(e) Amortization payments shall be made in the applicable currency of the relevant tranche (USD for the USD Tranche and EUR for the EUR Sub-Tranche).

Section 2.05 — Prepayments

(a) Voluntary Prepayments

(i) The Borrower may, upon notice to the Administrative Agent in substantially the form of Exhibit E, at any time and from time to time prepay the Term Loans in whole or in part without premium or penalty (except as provided in clause (ii) below), in a minimum principal amount of $5,000,000 (or the Euro Equivalent thereof) or any integral multiple of $1,000,000 (or the Euro Equivalent thereof) in excess thereof (or, if less, the entire outstanding principal amount of the applicable tranche of Term Loans). Notice of prepayment shall be delivered to the Administrative Agent not later than 12:00 noon (New York City time) at least three (3) Business Days prior to the date of prepayment. Each such notice shall specify the date and amount of such prepayment and the tranche of Term Loans to be prepaid. Each such notice shall be irrevocable (subject to the Borrower's right to condition any voluntary prepayment on the occurrence or non-occurrence of any event specified therein).

(ii) Notwithstanding the foregoing, any voluntary prepayment of Term Loans made on or prior to December 3, 2024 (being the date that is six (6) months after the Closing Date) shall be accompanied by a payment of the Soft Call Premium in an amount equal to 1.00% of the principal amount of Term Loans being prepaid. For the avoidance of doubt, the Soft Call Premium shall also apply to any repricing transaction consummated on or prior to December 3, 2024 (whether by way of amendment, refinancing, or otherwise) that has the effect of reducing the Applicable Rate with respect to the Term Loans. After December 3, 2024, all voluntary prepayments shall be made at par (100% of the principal amount prepaid) without premium.

(b) Mandatory Prepayments

(i) Excess Cash Flow. Commencing with the fiscal year ending December 31, 2024, and for each fiscal year thereafter, the Borrower shall, within ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) for such fiscal year, prepay Term Loans in an aggregate principal amount equal to the product of (A) the applicable Excess Cash Flow Percentage multiplied by (B) Excess Cash Flow for such fiscal year minus (C) the aggregate amount of all voluntary prepayments of Term Loans made during such fiscal year (to the extent funded with internally generated cash and not with proceeds of Indebtedness or equity issuances); provided that no such prepayment shall be required if the amount otherwise required to be prepaid for such fiscal year is less than $2,

SENIOR SECURED TERM LOAN B CREDIT AGREEMENT
$950,000,000
Dated as of May 15, 2024
among
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, as Borrower,
IRONHAVEN FRANKFURT GmbH, a German Gesellschaft mit beschränkter Haftung, as Co-Borrower,
IRONHAVEN HOLDINGS INC., a Delaware corporation, as Parent Guarantor,
THE LENDERS FROM TIME TO TIME PARTY HERETO,
CRESCENT HARBOR BANK, N.A., as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner,
and
PINNACLE TRUST COMPANY, N.A., as Collateral Agent
CUSIP: 46283LAA5
This credit agreement has been arranged by Crescent Harbor Bank, N.A. in its capacity as Sole Lead Arranger and Sole Bookrunner. Neither the Sole Lead Arranger nor the Sole Bookrunner shall have any duties or responsibilities in such capacity after the Closing Date.
THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
This SENIOR SECURED TERM LOAN B CREDIT AGREEMENT (this "Agreement"), dated as of May 15, 2024 (the "Signing Date"), is entered into among IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Borrower" or "IHDC"), IRONHAVEN FRANKFURT GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower" or "IHDC Frankfurt"), IRONHAVEN HOLDINGS INC., a Delaware corporation (the "Parent Guarantor" or "Holdings"), the LENDERS from time to time party hereto (collectively, the "Lenders" and individually, each a "Lender"), CRESCENT HARBOR BANK, N.A., a national banking association, as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the "Administrative Agent"), sole lead arranger (the "Sole Lead Arranger"), and sole bookrunner (the "Sole Bookrunner"), and PINNACLE TRUST COMPANY, N.A., a national trust company, as collateral agent for the Secured Parties (in such capacity, together with its successors in such capacity, the "Collateral Agent").
RECITALS
WHEREAS, the Borrower is engaged in the business of developing, constructing, owning, and operating carrier-neutral data center campuses in the United States and Europe;
WHEREAS, the Borrower owns and operates a data center campus located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147 (the "Virginia Campus") and, through the Co-Borrower, is developing a data center campus located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany (the "Frankfurt Campus");
WHEREAS, the Borrower has requested that the Lenders extend senior secured term loan credit facilities in an aggregate principal amount of $950,000,000, consisting of (i) a USD Tranche in the aggregate principal amount of $675,000,000 and (ii) a EUR Sub-Tranche in the aggregate principal amount of €253,571,429 (equivalent to approximately $275,000,000 at the EUR/USD spot rate of 1.0846 on the Closing Date);
WHEREAS, the proceeds of the Term Loans will be used to (a) fund the construction of Phase I of the Virginia Campus, (b) fund the construction of Phase I of the Frankfurt Campus, (c) refinance in full the Existing Mezzanine Notes held by Greystone Mezzanine Fund II, LP, (d) pay Transaction Fees and Expenses, and (e) fund working capital and general corporate purposes;
WHEREAS, concurrently with the borrowings hereunder, Thornfield Infrastructure Fund III, LP will make an equity contribution to Holdings in the amount of $410,000,000, which will be contributed to the Borrower;
WHEREAS, each Lender has indicated its willingness to make the Term Loans on the terms and subject to the conditions set forth herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I — DEFINITIONS AND ACCOUNTING TERMS
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Adjusted EBITDA" means, for any period, Consolidated Net Income for such period, plus (a) the following to the extent deducted (and not added back) in computing Consolidated Net Income for such period: (i) Consolidated Interest Expense, (ii) provision for federal, state, local, and foreign income taxes (whether or not paid during such period), (iii) depreciation and amortization expense, (iv) non-cash stock-based compensation expense, (v) non-recurring transaction costs and expenses incurred in connection with the Transactions (including fees and expenses of legal, accounting, financial advisory, and other professional advisors) in an aggregate amount not to exceed $32,500,000, (vi) restructuring and related charges (including facility closure costs, severance, and related benefits) in an aggregate amount not to exceed $10,000,000 in any fiscal year, (vii) non-cash losses on dispositions of assets outside the ordinary course of business, (viii) any other non-cash charges, write-downs, or items reducing Consolidated Net Income for such period (excluding any non-cash charge to the extent it represents an accrual of or a reserve for cash charges in any future period or amortization of a prepaid cash charge paid in a prior period), and (ix) pro forma adjustments for acquisitions and dispositions consummated during such period calculated on a basis consistent with Regulation S-X under the Securities Act of 1933, as amended, giving effect to such acquisitions or dispositions as if they had occurred on the first day of such period; minus (b) without duplication, (i) the following to the extent included in computing Consolidated Net Income for such period: all non-cash items of income increasing Consolidated Net Income for such period (excluding any non-cash item to the extent it represents the reversal of an accrual of or a reserve for a potential cash item that reduced Adjusted EBITDA in any prior period), and (ii) non-cash gains on dispositions of assets outside the ordinary course of business. Adjusted EBITDA shall be calculated on a last-twelve-month ("LTM") basis as of the last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered. As of March 31, 2024, Adjusted EBITDA for the LTM period then ended was $165,800,000. "Consolidated Adjusted EBITDA" has the same meaning as "Adjusted EBITDA."
"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association, in its capacity as administrative agent hereunder, and its successors in such capacity appointed pursuant to Section 8.06.
"Affiliate" means, with respect to any Person, any other Person that, directly or indirectly, Controls, is Controlled by, or is under common Control with such Person. For purposes of this definition, "Control" of a Person means the power, directly or indirectly, to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract, or otherwise; and the terms "Controlled by" and "under common Control with" have correlative meanings.
"Aggregate Commitments" means $950,000,000, being the aggregate amount of all Term Loan Commitments of all Lenders.
"Agreement" means this Senior Secured Term Loan B Credit Agreement, as it may be amended, restated, supplemented, or otherwise modified from time to time.
"Anti-Corruption Laws" means the United States Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"), the United Kingdom Bribery Act 2010, as amended, and all other anti-bribery and anti-corruption laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time.
"Anti-Money Laundering Laws" means the Bank Secrecy Act (31 U.S.C. §§ 5311 et seq.), the USA PATRIOT Act, the regulations promulgated by the Financial Crimes Enforcement Network ("FinCEN") of the United States Department of the Treasury, the German Anti-Money Laundering Act (Geldwäschegesetz, "GwG"), and all other applicable anti-money laundering laws, rules, and regulations of any jurisdiction applicable to the Borrower or any of its Subsidiaries from time to time.
"Applicable Rate" means (a) with respect to USD Tranche Loans, SOFR plus 4.25% (425 basis points) per annum and (b) with respect to EUR Sub-Tranche Loans, EURIBOR plus 4.25% (425 basis points) per annum.
"Assignment and Assumption" means an assignment and assumption agreement entered into by a Lender and an Eligible Assignee (with the consent of any party whose consent is required by Section 9.06), and accepted by the Administrative Agent, in substantially the form of Exhibit C or any other form approved by the Administrative Agent.
"Bermuda Lender" means any Lender organized under the laws of Bermuda, which as of the date hereof is Osprey Insurance Capital, Ltd.
"Board" means the Board of Governors of the Federal Reserve System of the United States of America.
"Borrower" has the meaning assigned to such term in the preamble hereto.
"Borrowing Request" means a request by the Borrower for a Borrowing in accordance with Section 2.02, which shall be in substantially the form of Exhibit B or such other form as shall be approved by the Administrative Agent.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which banking institutions in New York City are authorized or required by law to close; provided that, when used in connection with a SOFR Loan, "Business Day" means any such day that is also a U.S. Government Securities Business Day; and provided further that, when used in connection with a EURIBOR Loan, "Business Day" means any such day that is also a TARGET Day.
"Capital Expenditures" means, for any period, the aggregate of all expenditures (whether paid in cash or accrued as liabilities and including the fair value of any capital leases) by the Borrower and its Restricted Subsidiaries during such period that, in accordance with GAAP, are or should be reflected as additions to property, plant, and equipment or similar fixed asset accounts on a consolidated balance sheet of the Borrower and its Restricted Subsidiaries. Capital Expenditures shall be subject to the annual limitations set forth in Section 6.07.
"Cash Interest Expense" means, for any period, Consolidated Interest Expense for such period, minus (a) any interest that is paid in kind ("PIK") rather than in cash, (b) amortization of original issue discount, (c) amortization of deferred financing fees and costs, and (d) any non-cash interest charges (including imputed interest under GAAP). "Consolidated Cash Interest Expense" has the same meaning as "Cash Interest Expense."
"Change of Control" means the occurrence of any of the following: (a) Thornfield Capital Partners, LP (together with its Affiliates, the "Sponsor") ceases to hold, directly or indirectly, more than 50% of the total voting equity interests of Ironhaven Holdings Inc.; (b) Ironhaven Holdings Inc. ceases to directly own 100% of the issued and outstanding membership interests of the Borrower; or (c) a "change of control" (or similar event, however denominated) shall occur under, or shall be deemed to have occurred for purposes of, any Material Indebtedness document (including the Existing Revolving Credit Facility documentation), which results in any obligation to make a mandatory prepayment, offer to purchase, or mandatory redemption of such Material Indebtedness.
"Closing Date" means June 3, 2024, or such other date as may be agreed by the Administrative Agent and the Borrower on which the conditions precedent set forth in Section 3.02 are satisfied or waived.
"Co-Borrower" means Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung, registered with the commercial register (Handelsregister) of the Amtsgericht Frankfurt am Main under registration number HRB 129457.
"Collateral" means all assets and property of whatever kind and nature, whether real, personal, or mixed, tangible or intangible, now owned or hereafter acquired by any Loan Party, upon which a Lien has been granted or purported to be granted to the Collateral Agent, for the benefit of the Secured Parties, pursuant to any Security Document.
"Collateral Agent" means Pinnacle Trust Company, N.A., a national trust company organized under the laws of the United States, in its capacity as collateral agent for the Secured Parties under the Security Documents, and its successors in such capacity.
"Commitment Letter" means that certain commitment letter dated February 28, 2024, from the Administrative Agent to the Borrower, as amended, restated, supplemented, or otherwise modified prior to the date hereof.
"Compliance Certificate" means a certificate substantially in the form of Exhibit D, signed by a Responsible Officer of the Borrower and delivered to the Administrative Agent in accordance with Section 5.01.
"Consolidated Net Income" means, for any period, the net income (or net loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
"Consolidated Total Net Debt" means, at any date of determination, all funded Indebtedness (including, without limitation, all outstanding principal of loans, notes, bonds, debentures, and capital lease obligations) of the Borrower and its Restricted Subsidiaries on a consolidated basis determined in accordance with GAAP, minus Unrestricted Cash as of such date.
"DACA" means a deposit account control agreement among a Loan Party, a depository bank, and the Collateral Agent, in form and substance reasonably satisfactory to the Administrative Agent, providing for perfection of the Collateral Agent's security interest in such deposit account by "control" (as defined in Article 9 of the Uniform Commercial Code).
"Default" means any event, act, or condition that, with the giving of notice, the passage of time, or both, would constitute an Event of Default.
"Deed of Trust" means the deed of trust, assignment of leases and rents, security agreement, and fixture filing, dated as of the Closing Date, executed by the Borrower in favor of the Collateral Agent (or the trustee named therein for the benefit of the Collateral Agent), encumbering the Virginia Campus real property, as recorded or to be recorded in the land records of Loudoun County, Virginia.
"Disposition" means the sale, transfer, lease, license, or other disposition (including any Sale and Leaseback Transaction) of any property by any Person, including any sale, assignment, transfer, or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith.
"Environmental Laws" means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions, or binding agreements issued, promulgated, or entered into by or with any Governmental Authority, relating in any way to the environment, preservation or reclamation of natural resources, the management, release, or threatened release of any Hazardous Material, or to health and safety matters.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.
"EUR Sub-Tranche" means the tranche of the Term Loans denominated in Euros, in the aggregate original principal amount of €253,571,429, which is equivalent to approximately $275,000,000 at the EUR/USD spot rate of 1.0846 determined as of the Closing Date.
"EUR Sub-Tranche Lender" means NordBrücke AG and any other Lender that holds EUR Sub-Tranche Loans from time to time.
"EURIBOR" means, with respect to any EURIBOR Loan for any Interest Period, the rate per annum equal to the Euro Interbank Offered Rate as administered by the European Money Markets Institute (or any other person which takes over the administration of such rate), for deposits in Euros for a period of time comparable to such Interest Period, as published on the applicable Calderon Health IT screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from time to time) at approximately 11:00 a.m. (Brussels time) two TARGET Days prior to the commencement of such Interest Period; provided that if the EURIBOR as so determined would be less than 0.00%, then the EURIBOR shall be deemed to be 0.00% for all purposes of this Agreement (the "EURIBOR Floor").
"Euronova Pre-Lease" means that certain pre-lease letter of intent dated March 15, 2024, between Ironhaven Frankfurt GmbH, as landlord, and Euronova Digital GmbH, as tenant, with respect to the pre-lease of 20 megawatts of critical IT load capacity at the Frankfurt Campus, providing for annual rent of €9,800,000 and a term of seven (7) years from the commencement date specified therein, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Event of Default" has the meaning assigned to such term in Section 7.01.
"Excess Cash Flow" means, for any period, an amount equal to (a) Consolidated Adjusted EBITDA for such period, minus (b) cash taxes actually paid during such period (to the extent not already deducted in calculating Adjusted EBITDA), minus (c) cash interest actually paid during such period (excluding any PIK interest), minus (d) scheduled amortization payments of principal on the Term Loans actually made during such period (excluding any voluntary or mandatory prepayments), minus (e) Capital Expenditures actually made in cash during such period (to the extent not financed with the proceeds of Indebtedness, equity issuances, or asset sales), minus (f) the amount of any increase (or plus the amount of any decrease) in Working Capital for such period, in each case subject to such other adjustments as are set forth herein.
"Excess Cash Flow Percentage" means, for any fiscal year, (a) 75% if the Net Leverage Ratio as of the last day of such fiscal year exceeds 4.50 to 1.00, (b) 50% if the Net Leverage Ratio as of the last day of such fiscal year is greater than 3.50 to 1.00 but equal to or less than 4.50 to 1.00, and (c) 25% if the Net Leverage Ratio as of the last day of such fiscal year is equal to or less than 3.50 to 1.00.
"Excluded Taxes" means, with respect to any payment made by any Loan Party under any Loan Document, any of the following Taxes imposed on or with respect to a Recipient: (a) Taxes imposed on or measured by net income (however denominated), franchise taxes, and branch profits taxes, in each case imposed by a jurisdiction as a result of such Recipient being organized in, or having its principal office or applicable lending office in, such jurisdiction (or any political subdivision thereof); (b) Taxes attributable to such Recipient's failure to comply with Section 2.14(c); (c) FATCA Taxes resulting from such Recipient's failure to comply with the applicable requirements of FATCA; and (d) any U.S. federal withholding Taxes imposed under FATCA.
"Existing Mezzanine Notes" means the $130,000,000 in aggregate principal amount of mezzanine promissory notes issued by the Borrower and held by Greystone Mezzanine Fund II, LP, bearing interest at 12.50% per annum (payable in kind), CUSIP 39817MAB3, which are to be repaid in full on the Closing Date in accordance with the terms hereof and the applicable payoff letter.
"Existing Revolving Credit Facility" means that certain revolving credit facility in the aggregate committed amount of $100,000,000 provided by Crescent Harbor Bank, N.A. to the Borrower pursuant to the terms of that certain Revolving Credit Agreement dated as of September 15, 2022, as amended, restated, supplemented, or otherwise modified from time to time, which revolving credit facility is designated as "Super-Senior" in the Intercreditor Agreement.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code of 1986, as amended (the "Code"), as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code, and any intergovernmental agreements (and related legislation or official administrative guidance) implementing the foregoing.
"Fee Letter" means that certain fee letter dated February 28, 2024, between the Administrative Agent and the Borrower.
"Frankfurt Campus" means the data center campus at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, comprising approximately 18.7 hectares, as more particularly described in Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789.
"GAAP" means generally accepted accounting principles in the United States of America as in effect from time to time, subject to Section 1.03.
"German Security Documents" means, collectively, (a) the Parallel Debt and Security Trust Agreement (Parallelschuldvertrag und Sicherungstreuhandvertrag), (b) the Grundschuld (Grundschuldbestellungsurkunde) over the Frankfurt Campus, (c) the Global Assignment Agreement (Globalzession), (d) the Account Pledge Agreement (Kontoverpfändung), (e) the Security Transfer Agreement (Sicherungsübereignungsvertrag) with respect to movable assets, (f) the Share Pledge Agreement (Anteilsverpfändungsvertrag) over the quota (Geschäftsanteile) in IHDC Frankfurt, and (g) the Security Purpose Declaration (Sicherungszweckerklärung), in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Governmental Authority" means the government of the United States, the Federal Republic of Germany, or any other nation, or of any political subdivision thereof, whether state, provincial, or local, and any agency, authority, instrumentality, regulatory body, court, central bank, or other entity exercising executive, legislative, judicial, taxing, regulatory, or administrative powers or functions of or pertaining to government.
"Greystone Payoff" means the repayment in full of the Existing Mezzanine Notes in the aggregate amount of $132,708,333.33 (consisting of $130,000,000 in outstanding principal and $2,708,333.33 in accrued and unpaid PIK interest thereon through the Closing Date), in accordance with the payoff letter delivered by Greystone Mezzanine Fund II, LP.
"Grundschuld" means the notarized German land charge (Grundschuldbestellungsurkunde) granted by IHDC Frankfurt over the Frankfurt Campus parcel (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789) in favor of the Collateral Agent (acting through its London branch under the Parallel Debt structure), securing the Parallel Debt Obligations.
"Guarantee Agreement" means the guarantee agreement dated as of the date hereof, executed by Ironhaven Holdings Inc. in favor of the Administrative Agent and the Collateral Agent for the benefit of the Secured Parties, guaranteeing the payment and performance of all Obligations.
"Hazardous Material" means all explosive or radioactive substances or wastes, and all hazardous or toxic substances, wastes, or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes, and all other substances or wastes of any nature regulated pursuant to any Environmental Law.
"Indebtedness" of any Person means, without duplication, (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or similar instruments, (c) all obligations under conditional sale or other title retention agreements, (d) all obligations in respect of the deferred purchase price of property or services (other than trade payables incurred in the ordinary course of business), (e) all Indebtedness of others secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property owned or acquired by such Person, (f) all guarantees by such Person of Indebtedness of others, (g) all capital lease obligations, (h) all obligations in respect of letters of credit, bankers' acceptances, bank guaranties, surety bonds, and similar instruments, and (i) all net obligations in respect of swap agreements.
"Intercreditor Agreement" means the intercreditor agreement dated as of the date hereof, among the Administrative Agent, the Collateral Agent, and Crescent Harbor Bank, N.A. (in its capacity as revolving credit facility agent), establishing the relative priorities of the liens securing the Existing Revolving Credit Facility (as Super-Senior) and the Term Loans.
"Interest Coverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Adjusted EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered to (b) Consolidated Cash Interest Expense for such period.
"Interest Period" means, with respect to any SOFR Loan or EURIBOR Loan, each period commencing on the date such Loan is made or converted to or continued as a SOFR Loan or EURIBOR Loan (as applicable) and ending on the numerically corresponding day in the calendar month that is one (1), three (3), or six (6) months thereafter, as the Borrower may elect in the applicable Borrowing Request; provided that (a) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day, (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period, and (c) no Interest Period shall extend beyond the Maturity Date.
"IP Security Agreement" means the intellectual property security agreement dated as of the Closing Date, executed by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, granting a security interest in all intellectual property of the Borrower.
"Lender" means each financial institution listed on Schedule 2.01 hereto and any Person that becomes a Lender hereunder pursuant to an Assignment and Assumption in accordance with Section 9.06.
"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, lien, hypothecation, pledge, charge, security interest, or similar encumbrance in, on, or of such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, or title retention agreement (or any financing lease having substantially the same economic effect as any of the foregoing) relating to such asset.
"Loan Documents" means, collectively, this Agreement, the Guarantee Agreement, the Security Documents, the Intercreditor Agreement, each Promissory Note, each Borrowing Request, each Compliance Certificate, the Fee Letter, the Commitment Letter, and all other agreements, instruments, documents, and certificates identified in this Agreement or any of the foregoing as a "Loan Document" and executed and delivered to, by, or in favor of the Administrative Agent, the Collateral Agent, or any Lender.
"Loan Parties" means, collectively, the Borrower, the Co-Borrower, and the Parent Guarantor.
"Material Adverse Effect" means any event, development, circumstance, change, or condition that, individually or in the aggregate, has had or could reasonably be expected to have a material adverse effect on (a) the business, assets, operations, financial condition, or results of operations of the Borrower and its Restricted Subsidiaries taken as a whole, (b) the ability of any Loan Party to perform any of its payment or other material obligations under any Loan Document to which it is or will be a party, or (c) the rights and remedies of the Administrative Agent, the Collateral Agent, or any Lender under any Loan Document, including the validity, enforceability, or priority of the Liens granted pursuant to the Security Documents.
"Material Indebtedness" means any Indebtedness (other than the Obligations) of the Borrower and its Restricted Subsidiaries in an aggregate principal amount exceeding $20,000,000.
"Maturity Date" means June 3, 2031.
"Maximum Capital Expenditure Amount" means (a) for the fiscal year ending December 31, 2024, $325,000,000, and (b) for the fiscal year ending December 31, 2025, and each fiscal year thereafter, $250,000,000; provided that the Maximum Capital Expenditure Amount for any fiscal year shall be increased by an amount equal to 25% of the excess (if any) of the Maximum Capital Expenditure Amount for the immediately preceding fiscal year (without giving effect to any carry-forward for such preceding fiscal year) over the actual Capital Expenditures made during such immediately preceding fiscal year (the "Carry-Forward Amount"), it being understood that any such Carry-Forward Amount may only be carried forward to the immediately following fiscal year and shall expire at the end of such following fiscal year to the extent not utilized.
"Net Leverage Ratio" means, as of any date of determination, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Consolidated Adjusted EBITDA for the most recently ended period of four consecutive fiscal quarters for which financial statements have been delivered. On a pro forma basis after giving effect to the Transactions on the Closing Date, the Net Leverage Ratio is 5.35 to 1.00 ($887,500,000 Consolidated Total Net Debt divided by $165,800,000 Consolidated Adjusted EBITDA).
"Net Proceeds" means, with respect to the Term Loans, $945,250,000, being the Aggregate Commitments of $950,000,000 less the aggregate original issue discount of $4,750,000 (50 basis points). When used with respect to any Disposition, insurance recovery, or condemnation award, "Net Proceeds" means the cash proceeds received in respect of such event net of (a) all reasonable out-of-pocket fees, commissions, costs, and other expenses incurred in connection therewith, (b) all federal, state, provincial, foreign, and local taxes paid or reasonably estimated to be payable as a result thereof, (c) all payments made to retire Indebtedness that is secured by the applicable asset and required to be repaid in connection therewith, and (d) all appropriate amounts to be provided as a reserve against any liabilities associated with such event.
"Obligations" means all unpaid principal of and accrued and unpaid interest on the Term Loans, all accrued and unpaid fees, and all expenses, reimbursements, indemnities, and other obligations and indebtedness of the Loan Parties to the Secured Parties of every kind and nature arising under any Loan Document, whether or not evidenced by any note, and whether or not for the payment of money, in each case whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter incurred, and including interest and fees that accrue after the commencement of any proceeding under any Debtor Relief Laws by or against any Loan Party.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"OID" means the original issue discount of 0.50% (50 basis points) applied to the Term Loans, resulting in an issue price of 99.50% of par.
"Osprey" means Osprey Insurance Capital, Ltd., a Bermuda exempted company.
"Parallel Debt" means the parallel debt obligations created under the German Parallel Debt and Security Trust Agreement (Parallelschuldvertrag und Sicherungstreuhandvertrag), pursuant to which the Co-Borrower undertakes to pay to the Collateral Agent (acting through its London branch as security trustee under German law) an amount equal to the Obligations, which Parallel Debt constitutes an independent abstract payment obligation (abstraktes Schuldversprechen) under German law and serves as the secured claim (gesicherte Forderung) for purposes of the German Security Documents.
"Parent Guarantor" means Ironhaven Holdings Inc., a Delaware corporation.
"Permitted Liens" means (a) Liens existing on the Closing Date and described on Schedule 6.02; (b) Liens for taxes, assessments, or other governmental charges not yet due and payable, or that are being contested in good faith by appropriate proceedings and for which adequate reserves have been established in accordance with GAAP; (c) mechanics', carriers', workers', repairers', materialmen's, warehousemen's, and other similar Liens arising in the ordinary course of business; (d) pledges or deposits in the ordinary course of business to secure workers' compensation, unemployment insurance, and other social security obligations; (e) deposits to secure the performance of bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds, and other obligations of a like nature incurred in the ordinary course of business; (f) easements, restrictions, covenants, conditions, rights-of-way, and similar encumbrances and minor title defects that do not, individually or in the aggregate, materially interfere with the use of the property subject thereto; (g) Liens securing the Existing Revolving Credit Facility (Super-Senior); (h) purchase money Liens and capital lease Liens to the extent permitted by Section 6.01; (i) Liens in favor of the Collateral Agent for the benefit of the Secured Parties securing the Obligations; and (j) other Liens securing Indebtedness or other obligations not exceeding $5,000,000 in the aggregate at any time outstanding.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint stock company, trust, unincorporated organization, government, or any agency or political subdivision thereof, or any other entity.
"Pro Forma Basis" means, with respect to compliance with any test or covenant hereunder or the calculation of any ratio or basket hereunder, that all Specified Transactions (as applicable) that have been consummated during the applicable period or after the end of such period and on or before the date of such compliance determination shall be deemed to have occurred as of the first day of the applicable period. For the avoidance of doubt, "Pro Forma Basis" shall include giving effect to the Transactions.
"Promissory Note" means a promissory note in substantially the form of Exhibit A, duly executed by the Borrower (and, in the case of the EUR Sub-Tranche, the Co-Borrower) and payable to a Lender.
"Required Lenders" means, at any time, Lenders holding more than 50% of the sum of (a) the aggregate outstanding principal amount of all Term Loans at such time and (b) the aggregate undrawn Commitments at such time.
"Responsible Officer" means the chief executive officer, president, chief financial officer, treasurer, assistant treasurer, controller, or general counsel of the Borrower or Holdings, or such other officer or authorized signatory as shall be designated in writing from time to time by the Borrower.
"Restricted Subsidiary" means each Subsidiary of the Borrower other than any Unrestricted Subsidiary. As of the Closing Date, the only Restricted Subsidiary is IHDC Frankfurt.
"Sanctioned Country" means any country or territory that is, or whose government is, the subject or target of comprehensive Sanctions Laws, including, as of the date hereof, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine.
"Sanctioned Person" means, at any time, any Person (a) listed on the list of Specially Designated Nationals and blocked Persons (the "SDN List") maintained by OFAC, or the Sectoral Sanctions Identifications List maintained by OFAC, (b) listed on the EU Consolidated Financial Sanctions List maintained pursuant to Council Regulation (EU) No 269/2014 or any other applicable EU sanctions regulation, (c) listed on the UK Consolidated List of Financial Sanctions Targets maintained by the Office of Financial Sanctions Implementation ("OFSI") of HM Treasury, (d) located, organized, or resident in a Sanctioned Country, or (e) 50% or more owned, directly or indirectly, by any Person or Persons described in clause (a), (b), (c), or (d) above.
"Sanctions Laws" means all economic or financial sanctions, trade embargoes, export controls, anti-terrorism laws, and related restrictive measures imposed, administered, or enforced from time to time by (a) the United States government, including those administered by OFAC, the U.S. Department of State, and the U.S. Department of Commerce, (b) the European Union and its member states, (c) the United Kingdom (including through OFSI), and (d) the United Nations Security Council.
"Secured Parties" means, collectively, the Administrative Agent, the Collateral Agent, and the Lenders.
"Security Documents" means, collectively, (a) the US Security Agreement, (b) the US Equity Pledge Agreement, (c) the Deed of Trust, (d) each DACA, (e) the IP Security Agreement, (f) the Environmental Indemnity Agreement, and (g) the German Security Documents, in each case as amended, restated, supplemented, or otherwise modified from time to time.
"Signing Date" means May 15, 2024.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator), as published on the Federal Reserve Bank of New York's website (or any successor source) on the applicable U.S. Government Securities Business Day; provided that if the SOFR as so determined would be less than 0.50%, then the SOFR shall be deemed to be 0.50% for all purposes of this Agreement (the "SOFR Floor").
"Soft Call Premium" means a prepayment premium equal to 1.00% of the principal amount of Term Loans prepaid (i.e., 101% of par), applicable to (a) any voluntary prepayment of Term Loans made on or prior to December 3, 2024 (being the date that is six months after the Closing Date) and (b) any repricing transaction with respect to the Term Loans that is consummated on or prior to December 3, 2024, in each case in accordance with Section 2.05(a).
"Solvency Certificate" means a certificate substantially in the form of Exhibit F.
"Sponsor" means Thornfield Capital Partners, LP, a Delaware limited partnership, and its controlled Affiliates, including Thornfield Capital Management LLC and Thornfield Infrastructure Fund III, LP.
"Stratos Pre-Lease" means that certain pre-lease letter of intent dated February 1, 2024, between Ironhaven Data Centers LLC, as landlord, and Stratos Cloud Services, Inc., as tenant, with respect to the pre-lease of 30 megawatts of critical IT load capacity at the Virginia Campus, providing for annual rent of $14,400,000 and a term of five (5) years from the commencement date specified therein, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"Subsidiary" means, with respect to any Person (the "parent"), any corporation, partnership, limited liability company, joint venture, association, or other entity, the accounts of which would be consolidated with those of the parent in the parent's consolidated financial statements if such financial statements were prepared in accordance with GAAP, as well as any other corporation, partnership, limited liability company, joint venture, association, or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power are, at the time any determination is being made, directly or indirectly owned, controlled, or held by the parent or one or more subsidiaries of the parent.
"TARGET Day" means any day on which the Trans-European Automated Real-time Gross Settlement Express Transfer (TARGET2) payment system (or any successor thereto) is open for the settlement of payments in Euros.
"Term Loan" or "Term Loan B" means the senior secured term loans in the aggregate original principal amount of $950,000,000 made by the Lenders to the Borrower and the Co-Borrower pursuant to Section 2.01.
"Ticking Fee" means a fee accruing at the rate of 0.25% per annum on the aggregate undrawn Commitments of the Lenders from and including March 15, 2024 through and including the Closing Date (or, if the Commitments are terminated prior thereto, through and including the date of such termination), payable on the Closing Date.
"Transactions" means, collectively, (a) the borrowings under this Agreement, (b) the equity contribution by Thornfield Infrastructure Fund III, LP to Holdings (and the contribution by Holdings to the Borrower) in the amount of $410,000,000, (c) the Greystone Payoff, (d) the payment of all Transaction Fees and Expenses, (e) the execution and delivery of the Loan Documents, and (f) the other transactions contemplated hereby.
"Transaction Fees and Expenses" means all fees, premiums, expenses, and other transaction costs incurred or payable in connection with the Transactions, including the arrangement fee, the Ticking Fee, the OID, legal fees, accounting fees, title insurance premiums, appraisal fees, environmental assessment fees, collateral agent fees, and all other costs and expenses payable pursuant to the Loan Documents and the Fee Letter, estimated in the aggregate at $32,500,000.
"Unrestricted Cash" means, at any date of determination, unrestricted cash and Permitted Cash Equivalents of the Borrower and its Restricted Subsidiaries that (a) are not subject to any Lien (other than Liens in favor of the Collateral Agent securing the Obligations and Liens securing the Existing Revolving Credit Facility) and (b) are not held in a fiduciary capacity for the benefit of any other Person. As of the Closing Date (after giving effect to the Transactions), Unrestricted Cash is estimated at $62,500,000.
"US Equity Pledge Agreement" means the equity pledge agreement dated as of the Closing Date, executed by Ironhaven Holdings Inc. in favor of the Collateral Agent for the benefit of the Secured Parties, pledging 100% of the membership interests of the Borrower.
"US Security Agreement" means the security agreement dated as of the Closing Date, executed by the Borrower in favor of the Collateral Agent for the benefit of the Secured Parties, granting a security interest in substantially all personal property of the Borrower.
"USD Tranche" means the tranche of the Term Loans denominated in U.S. Dollars, in the aggregate original principal amount of $675,000,000.
"USA PATRIOT Act" means Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, Pub. L. 107-56 (October 26, 2001), as amended.
"Virginia Campus" means the data center campus at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, comprising approximately 142 acres, as more particularly described in Tax Parcel Numbers 087-27-1234 and 087-27-1235 as maintained by the Loudoun County Commissioner of the Revenue.
"Working Capital" means, at any date of determination, the excess of current assets (excluding cash and Permitted Cash Equivalents) over current liabilities (excluding the current portion of long-term Indebtedness and the current portion of capital leases) of the Borrower and its Restricted Subsidiaries, determined on a consolidated basis in accordance with GAAP.
Section 1.02 — Other Interpretive Provisions
For purposes of this Agreement, the following rules of construction and interpretation shall apply:
(a) The definitions of terms herein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation." The word "will" shall be construed to have the same meaning and effect as the word "shall." Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, supplemented, restated, or otherwise modified (subject to any restrictions on such amendments, supplements, restatements, or modifications set forth herein), (ii) any reference herein to any Person shall be construed to include such Person's successors and assigns (subject to any restrictions on assignment set forth herein), (iii) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections, Exhibits, and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such law and any reference to any law or regulation shall, unless otherwise specified, refer to such law or regulation as amended, modified, or supplemented from time to time, and (vi) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
(b) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including," the word "to" means "to but excluding," and the word "through" means "through and including."
(c) Section headings herein are included herein for convenience of reference only and shall not affect the interpretation of this Agreement.
(d) Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition, or transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition, or transfer, or similar term, as applicable, to, of, or with a separate Person.
Section 1.03 — Accounting Terms
(a) Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith (the "Frozen GAAP Election").
(b) The audited financial statements referred to in Section 4.04 have been prepared in accordance with GAAP, consistently applied, as audited by Ashford & Mercer LLP, and all financial covenants and measurements set forth herein shall be calculated in a manner consistent with the accounting principles used in the preparation of such audited financial statements (except for changes in accounting principles with which the Borrower's auditors concur and subject to the Frozen GAAP Election).
Section 1.04 — Rounding
Any financial ratios required to be maintained by the Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding up if there is no nearest number). All financial covenant calculations shall be rounded to two decimal places.
Section 1.05 — Times of Day
Unless otherwise specified, all references herein to times of day shall be references to New York City time (Eastern time).
Section 1.06 — Currency Equivalents
(a) The Administrative Agent shall determine the Dollar Equivalent of amounts denominated in Euros, and the Euro Equivalent of amounts denominated in Dollars, as of such dates and at such times as it shall determine, using the applicable spot rate of exchange available to it at the relevant time.
(b) For purposes of determining compliance with Section 6.10 and for all other financial covenant calculations, amounts denominated in Euros shall be converted into Dollars at the applicable EUR/USD spot rate in effect on the last day of the applicable fiscal quarter.
(c) On the Closing Date, the EUR/USD spot rate shall be 1.0846 (the "Closing Date Spot Rate"), such that the EUR Sub-Tranche principal amount of €253,571,429 is equivalent to approximately $275,000,000.
Section 1.07 — Limited Condition Transactions
In connection with any action being taken in connection with a Limited Condition Transaction, for purposes of (a) determining compliance with any provision of this Agreement that requires the calculation of the Net Leverage Ratio, the Interest Coverage Ratio, or any other financial ratio or test (including the determination of compliance on a Pro Forma Basis), (b) determining the availability under any basket measured as a percentage of Adjusted EBITDA or Consolidated Total Net Debt, or (c) testing availability under baskets measured by reference to the financial condition of the Borrower and its Restricted Subsidiaries, at the option of the Borrower (the Borrower's election to exercise such option in connection with any Limited Condition Transaction, an "LCT Election"), the date of determination shall be deemed to be the date the definitive agreement for such Limited Condition Transaction is entered into (the "LCT Test Date"), and if, after giving pro forma effect to the Limited Condition Transaction and the other transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they had occurred at the beginning of the most recently ended four fiscal quarter period ending prior to the LCT Test Date, the Borrower would have been in compliance with such provision on such LCT Test Date, such provision shall be deemed to have been complied with.
ARTICLE II — THE COMMITMENTS AND BORROWINGS
Section 2.01 — The Term Loan Commitments
(a) Subject to the terms and conditions set forth herein and in reliance upon the representations and warranties of the Loan Parties herein set forth, each Lender severally (and not jointly or jointly and severally) agrees to make a Term Loan to the Borrower (or, in the case of the EUR Sub-Tranche, to the Co-Borrower) on the Closing Date in a single draw in an aggregate principal amount not exceeding the amount of such Lender's Commitment set forth on Schedule 2.01, as follows:
(b) The USD Tranche shall be in the aggregate original principal amount of $675,000,000, denominated in U.S. Dollars. The EUR Sub-Tranche shall be in the aggregate original principal amount of €253,571,429 (equivalent to approximately $275,000,000 at the Closing Date Spot Rate of EUR/USD 1.0846), denominated in Euros.
(c) The Term Loans shall be made in a single draw on the Closing Date. Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. Each Lender's Commitment shall automatically and permanently terminate upon the making of such Lender's Term Loan on the Closing Date (or, if earlier, upon the termination of the Commitments pursuant to the terms hereof).
(d) The Term Loans shall be senior secured obligations of the Borrower (and, in the case of the EUR Sub-Tranche, the Co-Borrower), secured by the Collateral on a pari passu basis among all Lenders (subject to the Super-Senior priority of the Existing Revolving Credit Facility as set forth in the Intercreditor Agreement), and guaranteed by the Parent Guarantor pursuant to the Guarantee Agreement.
Section 2.02 — Borrowings, Conversions, and Continuations of Term Loans
(a) The Borrower shall deliver a Borrowing Request to the Administrative Agent in substantially the form of Exhibit B not later than 12:00 noon (New York City time) at least three (3) Business Days prior to the Closing Date. Such Borrowing Request shall specify (i) the aggregate principal amount of the Term Loans to be borrowed (separately for the USD Tranche and the EUR Sub-Tranche), (ii) the requested Closing Date (which shall be a Business Day), (iii) the currency of each tranche (USD for the USD Tranche and EUR for the EUR Sub-Tranche), (iv) the initial Interest Period (which shall be one (1), three (3), or six (6) months), (v) the applicable benchmark rate (SOFR for USD Tranche Loans and EURIBOR for EUR Sub-Tranche Loans), and (vi) wire transfer instructions for the funding of proceeds.
(b) Upon receipt of the Borrowing Request, the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender's share of the requested Borrowing. Each Lender shall make the amount of its Term Loan available to the Administrative Agent in immediately available funds not later than 1:00 p.m. (New York City time) on the Closing Date, in the applicable currency, at the account of the Administrative Agent most recently designated by it for such purpose by notice to the Lenders. Subject to the satisfaction (or waiver) of the conditions precedent set forth in Article III, the Administrative Agent shall make all funds so received from the Lenders available to the Borrower (and the Co-Borrower, as applicable) in like funds as received by the Administrative Agent, in accordance with the funds flow memorandum.
(c) Following the initial borrowing, the Borrower may elect to convert or continue any outstanding SOFR Loan or EURIBOR Loan by delivering an irrevocable notice to the Administrative Agent not later than 12:00 noon (New York City time) (i) in the case of a conversion to or continuation of a SOFR Loan, at least two (2) U.S. Government Securities Business Days prior to the date of such conversion or continuation, and (ii) in the case of a conversion to or continuation of a EURIBOR Loan, at least two (2) TARGET Days prior to the date of such conversion or continuation. Each such notice shall specify the amount and type of loan and the Interest Period applicable thereto. If the Borrower shall not have given timely notice of a conversion or continuation, the applicable Term Loans shall, at the end of the then-current Interest Period, automatically be continued as SOFR Loans or EURIBOR Loans (as applicable) with an Interest Period of one (1) month.
(d) The minimum amount of each Borrowing, conversion, or continuation shall be $5,000,000 (or the Euro Equivalent thereof) and integral multiples of $1,000,000 (or the Euro Equivalent thereof) in excess thereof.
Section 2.03 — [Reserved]
Section 2.04 — Repayment of Term Loans; Amortization
(a) The Borrower shall repay (and shall cause the Co-Borrower to repay, as applicable) to the Administrative Agent, for the ratable account of the Lenders, the aggregate outstanding principal amount of all Term Loans on the Maturity Date.
(b) In addition to the repayment required by Section 2.04(a), the Borrower shall make (and shall cause the Co-Borrower to make, as applicable) scheduled amortization payments on the Term Loans in an aggregate amount equal to 1.00% per annum of the original aggregate principal amount of the Term Loans, payable in equal quarterly installments on the last Business Day of each March, June, September, and December (each, an "Amortization Payment Date"), as follows:
(i) Aggregate quarterly amortization payment: $2,375,000 (being $950,000,000 multiplied by 1.00% divided by four (4)).
(ii) USD Tranche quarterly amortization payment: $1,687,500 (being $675,000,000 multiplied by 1.00% divided by four (4)).
(iii) EUR Sub-Tranche quarterly amortization payment: €633,928.57 (being €253,571,429 multiplied by 1.00% divided by four (4)).
(c) The first Amortization Payment Date shall be September 3, 2024. The final amortization payment, together with all remaining outstanding principal, accrued and unpaid interest, and all other amounts due and payable under this Agreement and the other Loan Documents, shall be due and payable on the Maturity Date (June 3, 2031).
(d) Each amortization payment shall be applied pro rata among the USD Tranche Lenders and the EUR Sub-Tranche Lenders based on their respective Pro Rata Shares within each tranche. Amounts repaid pursuant to this Section 2.04 may not be reborrowed.
(e) Amortization payments shall be made in the applicable currency of the relevant tranche (USD for the USD Tranche and EUR for the EUR Sub-Tranche).
Section 2.05 — Prepayments
(a) Voluntary Prepayments
(i) The Borrower may, upon notice to the Administrative Agent in substantially the form of Exhibit E, at any time and from time to time prepay the Term Loans in whole or in part without premium or penalty (except as provided in clause (ii) below), in a minimum principal amount of $5,000,000 (or the Euro Equivalent thereof) or any integral multiple of $1,000,000 (or the Euro Equivalent thereof) in excess thereof (or, if less, the entire outstanding principal amount of the applicable tranche of Term Loans). Notice of prepayment shall be delivered to the Administrative Agent not later than 12:00 noon (New York City time) at least three (3) Business Days prior to the date of prepayment. Each such notice shall specify the date and amount of such prepayment and the tranche of Term Loans to be prepaid. Each such notice shall be irrevocable (subject to the Borrower's right to condition any voluntary prepayment on the occurrence or non-occurrence of any event specified therein).
(ii) Notwithstanding the foregoing, any voluntary prepayment of Term Loans made on or prior to December 3, 2024 (being the date that is six (6) months after the Closing Date) shall be accompanied by a payment of the Soft Call Premium in an amount equal to 1.00% of the principal amount of Term Loans being prepaid. For the avoidance of doubt, the Soft Call Premium shall also apply to any repricing transaction consummated on or prior to December 3, 2024 (whether by way of amendment, refinancing, or otherwise) that has the effect of reducing the Applicable Rate with respect to the Term Loans. After December 3, 2024, all voluntary prepayments shall be made at par (100% of the principal amount prepaid) without premium.
(b) Mandatory Prepayments
(i) Excess Cash Flow. Commencing with the fiscal year ending December 31, 2024, and for each fiscal year thereafter, the Borrower shall, within ten (10) Business Days after the date on which financial statements are required to be delivered pursuant to Section 5.01(a) for such fiscal year, prepay Term Loans in an aggregate principal amount equal to the product of (A) the applicable Excess Cash Flow Percentage multiplied by (B) Excess Cash Flow for such fiscal year minus (C) the aggregate amount of all voluntary prepayments of Term Loans made during such fiscal year (to the extent funded with internally generated cash and not with proceeds of Indebtedness or equity issuances); provided that no such prepayment shall be required if the amount otherwise required to be prepaid for such fiscal year is less than $2,

SENIOR SECURED TERM LOAN B CREDIT AGREEMENT

THE LENDERS FROM TIME TO TIME PARTY HERETO,

CUSIP: 46283LAA5

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