FORM OF PREPAYMENT NOTICE

FORM OF PREPAYMENT NOTICE
Exhibit E to the Credit Agreement
Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement")
among
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company (the "Borrower"),
IRONHAVEN FRANKFURT GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"),
IRONHAVEN HOLDINGS INC., a Delaware corporation (the "Parent Guarantor"),
CRESCENT HARBOR BANK, N.A., as Administrative Agent,
PINNACLE TRUST COMPANY, N.A., as Collateral Agent,
and
THE LENDERS PARTY THERETO
Governing Law: This Form of Prepayment Notice, and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Form of Prepayment Notice and the transactions contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of laws principles that would result in the application of any law other than the law of the State of New York.
Instruction to Borrower: Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Credit Agreement. This Form of Prepayment Notice consists of four parts corresponding to the type of prepayment being made. The Borrower should complete and deliver only the applicable Part(s) to the Administrative Agent. Reference is made to Annex A hereto for a list of key defined terms used in this form, and to Annex B hereto for wire transfer instructions. Bracketed items and instructions contained herein are provided for guidance and should be completed or deleted, as applicable, prior to delivery.
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PART I
VOLUNTARY PREPAYMENT NOTICE
Section 1. Notice Header and Addressee Block
Date: [__], 20[]
To:
Crescent Harbor Bank, N.A. as Administrative Agent under the Credit Agreement
1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Telephone: (704) 555-8200
Email: thomas.beckett@crescentharbor.com
Re: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 — CUSIP: 46283LAA5
Crescent Harbor Deal Reference: [____]
Section 2. Notice of Voluntary Prepayment
Reference is made to the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., as Administrative Agent, Pinnacle Trust Company, N.A., as Collateral Agent, and the Lenders party thereto.
Pursuant to Section 2.05(a) (Voluntary Prepayments) of the Credit Agreement, the undersigned Borrower hereby gives irrevocable notice of its election to make a voluntary prepayment of the Loans as set forth below. This notice, once delivered to the Administrative Agent, shall be irrevocable and binding upon the Borrower, and the Borrower shall effect such voluntary prepayment on the date specified herein in accordance with the terms and conditions of the Credit Agreement.
Instruction: This notice must be delivered to the Administrative Agent not later than 11:00 a.m. (New York City time) at least three (3) Business Days prior to the date of the proposed voluntary prepayment in the case of SOFR Loans and EURIBOR Loans, or one (1) Business Day prior to the date of the proposed voluntary prepayment in the case of ABR Loans, in each case as required under Section 2.05(a) of the Credit Agreement. In the event the Borrower fails to deliver this notice within the required timeframe, the voluntary prepayment shall be deferred to the next date on which such notice requirements are satisfied.
Section 3. Voluntary Prepayment Details
The Borrower hereby requests the following voluntary prepayment:
3.1 Date of Voluntary Prepayment:
[__], 20[]
3.2 Aggregate Principal Amount of Prepayment:
$[____] (United States Dollars)
€[____] (Euros)
(Aggregate total, expressed in USD equivalent: $[____________])
Instruction: The minimum voluntary prepayment amount for the USD Tranche is $1,000,000, and for the EUR Sub-Tranche is €1,000,000, in each case with minimum increments of $500,000 or €500,000, as applicable (or, in each case, the entire remaining outstanding principal amount of the applicable Tranche, if less), as specified in Section 2.05(a) of the Credit Agreement.
3.3 Tranche(s) to which Prepayment is to be Applied:
USD Tranche (SOFR Loans) — $[____]
EUR Sub-Tranche (EURIBOR Loans) — €[____]
Instruction: If the voluntary prepayment is to be applied to more than one Tranche, the Borrower shall specify the principal amount to be applied to each Tranche. If no allocation is specified, the voluntary prepayment shall be applied ratably to the USD Tranche and the EUR Sub-Tranche based on their respective outstanding principal amounts, unless otherwise directed by the Borrower in accordance with Section 2.05(a) of the Credit Agreement.
3.4 Type of Loans Being Prepaid:
SOFR Rate Loans
EURIBOR Rate Loans
ABR Loans (if applicable)
3.5 Interest Period End Date (if SOFR Rate Loans or EURIBOR Rate Loans):
[__], 20[]
Instruction: If this voluntary prepayment is being made on a date other than the last day of the applicable Interest Period for any SOFR Rate Loan or EURIBOR Rate Loan, the Borrower acknowledges that breakage costs may be payable pursuant to Section 3.05 of the Credit Agreement. See Section 5 below.
3.6 Application of Prepayment to Remaining Scheduled Amortization Payments:
The Borrower hereby directs that the voluntary prepayment amount be applied to the remaining scheduled amortization installments of the applicable Tranche(s) as follows (select one):
In direct order of maturity (i.e., applied first to the next-occurring scheduled amortization installment, and then sequentially to each subsequent installment)
On a pro rata basis across all remaining scheduled amortization installments
In inverse order of maturity (i.e., applied first to the final scheduled amortization installment on the Maturity Date, and then sequentially in reverse order to each preceding installment)
Instruction: The Borrower shall specify the order of application in accordance with Section 2.05(a) of the Credit Agreement. If no election is made, the voluntary prepayment shall be applied to the remaining scheduled amortization installments in direct order of maturity.
Section 4. Soft Call Premium Acknowledgment
If the date of this voluntary prepayment falls on or prior to December 3, 2024 (i.e., within six (6) months of the Closing Date of June 3, 2024), the Borrower acknowledges that a prepayment premium of 1.00% of the aggregate principal amount being prepaid (the "Soft Call Premium") is payable in connection with this voluntary prepayment, in accordance with Section 2.05(c) of the Credit Agreement. The Soft Call Premium, if applicable, shall be due and payable on the date of such voluntary prepayment and shall be remitted to the Administrative Agent for the ratable benefit of the Lenders in accordance with the wire instructions set forth in Annex B hereto.
For the avoidance of doubt, the Soft Call Premium shall not be applicable to (i) any voluntary prepayment made after December 3, 2024, (ii) any mandatory prepayment required under Section 2.06 of the Credit Agreement, or (iii) any prepayment made with the proceeds of a Repricing Transaction, which is subject to separate prepayment premium provisions under Section 2.05(c)(ii) of the Credit Agreement.
Soft Call Premium Calculation:
Aggregate Principal Amount Being Prepaid: $[____]
Soft Call Premium Rate: 1.00%
Soft Call Premium Payable: $[____________] (being 1.00% × $[____________])
Applicability Confirmation:
The Borrower confirms that the Soft Call Premium is applicable to this prepayment.
The Borrower confirms that the Soft Call Premium is not applicable to this prepayment (the date of prepayment occurring after December 3, 2024).
Section 5. Breakage Costs
The Borrower acknowledges its obligation to compensate each Lender for any loss, cost, or expense incurred by such Lender as a result of this voluntary prepayment on a date other than the last day of the applicable Interest Period for any SOFR Rate Loan or EURIBOR Rate Loan, in accordance with Section 3.05 (Breakage Costs) of the Credit Agreement. Such breakage costs shall include, without limitation, any loss or expense arising from the liquidation or re-employment of deposits or other funds obtained by any Lender to fund or maintain such Loan. The Borrower agrees to pay such amounts to the Administrative Agent, for the account of the applicable Lenders, upon demand, together with a reasonably detailed written statement from each such Lender setting forth the basis for and the calculation of such breakage costs.
The Borrower further acknowledges that the Administrative Agent shall not be liable for any breakage costs incurred by the Lenders, and that the obligation of the Borrower to compensate the Lenders for such costs is absolute and unconditional regardless of whether the Administrative Agent provides prior notice or estimates of such costs.
Section 6. Wire Instructions and Funding
The Borrower shall remit the prepayment amount, together with (i) all accrued and unpaid interest on the principal amount being prepaid to but excluding the date of prepayment, (ii) any applicable Soft Call Premium, and (iii) any breakage costs, in each case to the account of the Administrative Agent specified in Annex B hereto (or such other account as the Administrative Agent may designate in writing to the Borrower not less than two (2) Business Days prior to the applicable prepayment date).
All voluntary prepayment amounts in respect of USD Tranche Loans shall be remitted in United States Dollars, and all voluntary prepayment amounts in respect of EUR Sub-Tranche Loans shall be remitted in Euros, in each case in immediately available funds by wire transfer. The Borrower shall ensure that all wire transfers are initiated at a time sufficient to permit receipt by the Administrative Agent no later than 2:00 p.m. (New York City time) on the applicable prepayment date (or, in the case of EUR Sub-Tranche payments, no later than 2:00 p.m. (Central European Time) on the applicable prepayment date).
Section 7. Representations and Certifications
The undersigned hereby certifies, represents, and warrants to the Administrative Agent and the Lenders, as of the date hereof and as of the date of the voluntary prepayment specified in Section 3.1 above, that:
(a) no Default or Event of Default has occurred and is continuing or would result from the making of this voluntary prepayment;
(b) all representations and warranties of the Borrower and each other Loan Party set forth in Article V of the Credit Agreement and in each other Loan Document are true and correct in all material respects on and as of the date hereof (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects), except to the extent that such representations and warranties specifically relate to an earlier date, in which case such representations and warranties are true and correct in all material respects (or, in the case of any representation or warranty qualified by materiality or Material Adverse Effect, true and correct in all respects) as of such earlier date;
(c) the Borrower has all necessary power and authority to make this voluntary prepayment and to execute and deliver this Prepayment Notice, and this Prepayment Notice has been duly authorized by all necessary corporate or limited liability company action on the part of the Borrower; and
(d) the making of this voluntary prepayment is in compliance with all applicable laws and regulations and does not violate any provision of the organizational documents of the Borrower or any contractual obligation binding upon the Borrower or any of its Subsidiaries.
Section 8. Signature block — Voluntary Prepayment
[Signature Page to Voluntary Prepayment Notice]
IRONHAVEN DATA CENTERS LLC
By: ________
Name: [____]
Title: [____]
Date: ________
PART II
MANDATORY PREPAYMENT NOTICE
(EXCESS CASH FLOW)
Section 1. Notice Header and Addressee Block
Date: [__], 20[]
To:
Crescent Harbor Bank, N.A. as Administrative Agent under the Credit Agreement
1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Telephone: (704) 555-8200
Email: thomas.beckett@crescentharbor.com
Re: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 — CUSIP: 46283LAA5
Crescent Harbor Deal Reference: [____]
Section 2. Notice of Mandatory Prepayment — Excess Cash Flow Sweep
Reference is made to the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., as Administrative Agent, Pinnacle Trust Company, N.A., as Collateral Agent, and the Lenders party thereto.
Pursuant to Section 2.06(b) (Mandatory Prepayments — Excess Cash Flow) of the Credit Agreement, the undersigned Borrower hereby delivers this notice of mandatory prepayment from Excess Cash Flow for the fiscal year ended [____________], 20[__] (the "Applicable Fiscal Year"). Attached hereto as part of this notice is the Borrower's calculation of Excess Cash Flow for the Applicable Fiscal Year, prepared in accordance with the definition of "Excess Cash Flow" set forth in Section 1.01 of the Credit Agreement.
Instruction: This notice and the accompanying Excess Cash Flow calculation must be delivered to the Administrative Agent within five (5) Business Days after delivery of the annual audited financial statements for the Applicable Fiscal Year pursuant to Section 6.01(a) of the Credit Agreement, and in any event no later than the date required for delivery of such audited financial statements under the Credit Agreement (which, for the avoidance of doubt, is within 90 days after the end of each fiscal year of the Borrower).
Section 3. Excess Cash Flow Calculation — Detailed Worksheet
The following Excess Cash Flow calculation has been prepared in accordance with the definition of "Excess Cash Flow" set forth in Section 1.01 of the Credit Agreement. All amounts are stated in United States Dollars. Where applicable, Euro-denominated amounts have been converted to United States Dollars at the applicable exchange rate as of the last day of the Applicable Fiscal Year, as determined in accordance with Section 1.06 of the Credit Agreement.
Instruction: Complete each line item below. All references to dollar amounts should be calculated in accordance with the applicable definitions in Section 1.01 of the Credit Agreement and based upon the audited consolidated financial statements of the Borrower and its Restricted Subsidiaries for the Applicable Fiscal Year.
Instruction: If the amount calculated in line (j) above is zero or a negative number, no mandatory prepayment is required under Section 2.06(b) of the Credit Agreement, and the Borrower need not deliver a prepayment to the Administrative Agent. However, this notice and calculation should still be delivered to the Administrative Agent in accordance with the terms of the Credit Agreement so that the Administrative Agent may confirm that no mandatory prepayment is due.
Section 4. Applicable Excess Cash Flow Percentage Determination
The applicable Excess Cash Flow percentage (the "Applicable ECF Percentage") is determined based on the Net Leverage Ratio of the Borrower and its Restricted Subsidiaries as of the last day of the Applicable Fiscal Year, calculated in accordance with the definitions of "Net Leverage Ratio," "Consolidated Total Net Debt," and "Consolidated Adjusted EBITDA" set forth in Section 1.01 of the Credit Agreement. The following table sets forth the applicable percentages:
Net Leverage Ratio Calculation:
Consolidated Total Net Debt as of [__], 20[]: $[____]
Consolidated Adjusted EBITDA for the four fiscal quarter period ending [__], 20[]: $[____]
Net Leverage Ratio: [____________]:1.00
(Consolidated Total Net Debt ÷ Consolidated Adjusted EBITDA)
Applicable ECF Percentage: [____]%
Section 5. Mandatory Prepayment Amount Calculation
Based on the Excess Cash Flow calculation set forth in Section 3 above and the Applicable ECF Percentage determined in Section 4 above, the mandatory prepayment amount payable by the Borrower is calculated as follows:
Excess Cash Flow (from Section 3(j) above): $[____]
Applicable ECF Percentage (from Section 4 above): [____]%
Mandatory Prepayment Amount (Excess Cash Flow × Applicable ECF Percentage): $[____________]
Instruction: If the Mandatory Prepayment Amount calculated above is less than $2,500,000 (the minimum threshold specified in Section 2.06(b) of the Credit Agreement), no prepayment is required to be made by the Borrower. In such event, the Borrower shall nonetheless deliver this notice and calculation to the Administrative Agent for informational purposes.
Date of Mandatory Prepayment: [__], 20[]
Instruction: The mandatory prepayment from Excess Cash Flow shall be made within ten (10) Business Days after the date on which the annual audited financial statements for the Applicable Fiscal Year are delivered (or required to be delivered) to the Administrative Agent and the Lenders pursuant to Section 6.01(a) of the Credit Agreement.
Section 6. Tranche Allocation
The Mandatory Prepayment Amount shall be applied to the outstanding Tranches as follows (or as otherwise specified in Section 2.06(d) of the Credit Agreement):
USD Tranche Allocation: $[____]
EUR Sub-Tranche Allocation: €[____]
(EUR amount determined based on the applicable exchange rate as of the Business Day immediately preceding the date of prepayment)
Mandatory prepayments under Section 2.06(b) of the Credit Agreement shall be applied ratably to the USD Tranche and the EUR Sub-Tranche based on the respective outstanding principal amounts of each Tranche as of the date of such prepayment. For purposes of determining the ratable allocation, the outstanding principal amount of the EUR Sub-Tranche shall be converted to United States Dollars at the applicable exchange rate as of the Business Day immediately preceding the date of prepayment.
Application to Scheduled Amortization Installments: The Mandatory Prepayment Amount, as allocated to each Tranche, shall be applied to the remaining scheduled amortization installments of such Tranche in direct order of maturity (i.e., first to the next-occurring scheduled amortization installment, and then sequentially to each subsequent installment), unless otherwise directed by the Required Lenders in accordance with Section 2.06(d) of the Credit Agreement.
Section 7. Certifications — Excess Cash Flow
The undersigned hereby certifies, represents, and warrants to the Administrative Agent and the Lenders that:
(a) the Excess Cash Flow calculation set forth in Section 3 of this notice is accurate and complete in all material respects and has been prepared in good faith in accordance with the definitions of "Excess Cash Flow" and all related defined terms set forth in Section 1.01 of the Credit Agreement;
(b) the financial statements upon which the Excess Cash Flow calculation is based are the audited consolidated financial statements of the Borrower and its Restricted Subsidiaries for the fiscal year ended [__], 20[], which financial statements have been prepared in accordance with United States generally accepted accounting principles ("GAAP") consistently applied throughout the periods reflected therein (except as otherwise expressly noted therein) and have been audited by Ashford & Mercer LLP, independent registered public accountants, whose report thereon (which report is without any qualification or exception and does not contain any going-concern or like qualification, exception, or explanatory paragraph, other than as may be permitted by the Credit Agreement) has been delivered to the Administrative Agent and the Lenders in accordance with Section 6.01(a) of the Credit Agreement;
(c) the Net Leverage Ratio calculation set forth in Section 4 of this notice is accurate and has been prepared in accordance with the applicable definitions in the Credit Agreement; and
(d) the undersigned is a Responsible Officer of the Borrower and is duly authorized to execute and deliver this notice on behalf of the Borrower.
Section 8. Signature block — Excess Cash Flow Mandatory Prepayment
[Signature Page to Mandatory Prepayment Notice — Excess Cash Flow]
IRONHAVEN DATA CENTERS LLC
By: ________
Name: [____]
Title: [____]
Date: ________
PART III
MANDATORY PREPAYMENT NOTICE
(CHANGE OF CONTROL)
— NOTICE OF CHANGE OF CONTROL — MANDATORY PREPAYMENT —
Section 1. Notice Header and Addressee Block
Date: [__], 20[]
To:
Crescent Harbor Bank, N.A. as Administrative Agent under the Credit Agreement
1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Telephone: (704) 555-8200
Email: thomas.beckett@crescentharbor.com
Re: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 — CUSIP: 46283LAA5
Crescent Harbor Deal Reference: [____]
URGENT — NOTICE OF CHANGE OF CONTROL — MANDATORY PREPAYMENT
Section 2. Notice of Change of Control Event
Reference is made to the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., as Administrative Agent, Pinnacle Trust Company, N.A., as Collateral Agent, and the Lenders party thereto.
The undersigned Borrower hereby notifies the Administrative Agent that a Change of Control (as defined in Section 1.01 of the Credit Agreement) [has occurred / is expected to occur] on or about [____________], 20[__] (the "Change of Control Date"). This notice is being delivered promptly upon the Borrower obtaining knowledge of the occurrence (or anticipated occurrence) of such Change of Control, and in any event within three (3) Business Days after the Borrower obtained such knowledge, as required by Section 2.06(c) of the Credit Agreement.
Instruction: This notice must be delivered to the Administrative Agent promptly, and in any event within three (3) Business Days, after the Borrower first obtains knowledge (whether through any officer, director, or authorized representative of the Borrower or any of its Subsidiaries) of the occurrence or anticipated occurrence of a Change of Control. The Borrower should complete this notice with all reasonably available information as of the date hereof and supplement such information promptly upon obtaining any additional material information regarding the Change of Control event.
Section 3. Description of Change of Control Event
The Borrower provides the following description of the Change of Control event:
3.1 Identity of Persons or Entities Involved:
[Insert the full legal names and organizational details of all persons, entities, or groups involved in the transaction or event giving rise to the Change of Control, including any acquiring entity, target entity, or group of persons acting in concert.]
3.2 Nature of the Transaction or Event Giving Rise to the Change of Control:
[Insert a detailed narrative description of the transaction or event, including whether the Change of Control results from a merger, consolidation, sale of equity interests, tender offer, exchange offer, change in board composition, or any other event that constitutes a Change of Control under the Credit Agreement.]
3.3 Date of the Change of Control:
[Insert the date on which the Change of Control occurred or is expected to occur. If the Change of Control has not yet occurred, provide the anticipated date and describe any conditions precedent to the consummation of such event.]
3.4 Status of Sponsor Ownership:
[Insert whether Thornfield Capital Partners, LP (or its Affiliates, including any fund or investment vehicle managed or controlled by Thornfield Capital Partners, LP or its general partner) will continue to hold, directly or indirectly, more than 50% of the total voting equity interests of Ironhaven Holdings Inc. following the occurrence of such Change of Control event. If the answer is "No," specify the anticipated post-transaction ownership percentage of Thornfield Capital Partners, LP (and its Affiliates) and the identity and ownership percentage of any new controlling person or group.]
3.5 Additional Details:
[Insert any additional material information relevant to the Change of Control, including, without limitation, a description of any consideration to be paid, any regulatory approvals required or obtained, any material conditions to closing, and the anticipated impact on the business, operations, or financial condition of the Borrower and its Subsidiaries.]
Section 4. Mandatory Prepayment Terms — Change of Control
Pursuant to Section 2.06(c) (Mandatory Prepayment — Change of Control) of the Credit Agreement, upon the occurrence of a Change of Control, the Borrower is required to prepay the entire outstanding principal amount of all Loans at a price equal to 101% of the aggregate outstanding principal amount thereof (the "Change of Control Prepayment Price"), together with (i) all accrued and unpaid interest thereon to the date of prepayment, (ii) any breakage costs payable under Section 3.05 of the Credit Agreement, and (iii) all other amounts owing under the Credit Agreement and the other Loan Documents, including without limitation any fees, expenses, or indemnification obligations then due and payable.
Mandatory Prepayment Calculation:
Proposed Date of Mandatory Prepayment: [__], 20[]
Instruction: The mandatory prepayment upon a Change of Control must occur no later than five (5) Business Days after the occurrence of such Change of Control (or such other period as may be specified in Section 2.06(c) of the Credit Agreement). The Borrower shall remit all amounts due hereunder to the Administrative Agent in accordance with the wire instructions set forth in Annex B hereto. All amounts in respect of USD Tranche Loans shall be paid in United States Dollars, and all amounts in respect of EUR Sub-Tranche Loans shall be paid in Euros.
Section 5. Certifications — Change of Control
The undersigned hereby certifies, represents, and warrants to the Administrative Agent and the Lenders that:
(a) the information set forth in this notice is true, correct, and complete in all material respects as of the date hereof, and the Borrower has not omitted any material information that would be necessary to make the statements contained herein not misleading;
(b) the Borrower shall comply with its obligation to effect the mandatory prepayment described herein in accordance with Section 2.06(c) of the Credit Agreement and shall remit all amounts due and payable on or before the date required under the Credit Agreement;
(c) the Borrower shall promptly notify the Administrative Agent of any material changes to the information set forth in this notice, including any change in the anticipated date of the Change of Control or the identity of the persons or entities involved in the transaction or event; and
(d) the undersigned is a Responsible Officer of the Borrower and is duly authorized to execute and deliver this notice on behalf of the Borrower.
Section 6. Signature block — Change of Control Mandatory Prepayment
[Signature Page to Mandatory Prepayment Notice — Change of Control]
IRONHAVEN DATA CENTERS LLC
By: ________
Name: [____]
Title: [____]
Date: ________
PART IV
MANDATORY PREPAYMENT NOTICE
(ASSET SALE / CASUALTY / OTHER MANDATORY PREPAYMENT EVENTS)
Section 1. Notice Header and Addressee Block
Date: [__], 20[]
To:
Crescent Harbor Bank, N.A. as Administrative Agent under the Credit Agreement
1200 Harbor Point Drive Charlotte, North Carolina 28202
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Telephone: (704) 555-8200
Email: thomas.beckett@crescentharbor.com
Re: Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 — CUSIP: 46283LAA5
Crescent Harbor Deal Reference: [____]
Section 2. Notice of Mandatory Prepayment Event
Reference is made to the Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), Ironhaven Frankfurt GmbH, a German Gesellschaft mit beschränkter Haftung (the "Co-Borrower"), Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor"), Crescent Harbor Bank, N.A., as Administrative Agent, Pinnacle Trust Company, N.A., as Collateral Agent, and the Lenders party thereto.
The undersigned Borrower hereby notifies the Administrative Agent that a Mandatory Prepayment Event has occurred under Section 2.06 of the Credit Agreement, as described below. This notice is being delivered in accordance with the applicable notice requirements set forth in the Credit Agreement.
Type of Mandatory Prepayment Event (check the applicable box):
Asset Sale — Net Cash Proceeds received from a Disposition of assets by the Borrower or any Restricted Subsidiary in excess of the Reinvestment Threshold, as described in Section 2.06(a)(i) of the Credit Agreement.
Casualty Event / Insurance or Condemnation Proceeds — Net Cash Proceeds received from insurance recoveries or condemnation awards in connection with a Casualty Event affecting property of the Borrower or any Restricted Subsidiary in excess of the Reinvestment Threshold, as described in Section 2.06(a)(ii) of the Credit Agreement.
Incurrence of Indebtedness Not Permitted Under the Credit Agreement — Net Cash Proceeds received from the incurrence or issuance of Indebtedness by the Borrower or any Restricted Subsidiary that is not permitted to be incurred under Section 7.03 of the Credit Agreement, as described in Section 2.06(a)(iii) of the Credit Agreement.
Extraordinary Receipts — Extraordinary Receipts received by the Borrower or any Restricted Subsidiary, as described in Section 2.06(a)(iv) of the Credit Agreement, including tax refunds, pension plan reversions, insurance proceeds (other than proceeds received in connection with a Casualty Event), indemnity payments, purchase price adjustments, and similar non-recurring cash receipts.
Other — Describe: [____]
Section 3. Details of Mandatory Prepayment Event
3.1 Date of Event:
[__], 20[]
3.2 Description of Event:
[Insert a detailed narrative description of the Mandatory Prepayment Event, including the identity of the parties involved (if applicable), the nature and type of the assets disposed of or affected, the circumstances giving rise to the event, and any other material facts relevant to the determination of the Mandatory Prepayment Amount.]
3.3 Proceeds Calculation:
3.4 Reinvestment Election:
Yes — The Borrower hereby elects to reinvest all or a portion of the Net Cash Proceeds in accordance with Section 2.06(a) of the Credit Agreement.
Amount Subject to Reinvestment Election: $[__] / €[__]
Reinvestment Period End Date: [__], 20[]
(The Reinvestment Period shall not exceed 365 days from the date of receipt of such Net Cash Proceeds, or 545 days from such date if the Borrower or such Restricted Subsidiary has entered into a binding commitment to reinvest such Net Cash Proceeds within 365 days of receipt thereof, in each case as provided in Section 2.06(a) of the Credit Agreement.)
Description of Intended Reinvestment: [Insert a description of the assets, property, or business to be acquired or the capital expenditures to be made with the proceeds subject to the Reinvestment Election, including the anticipated timeline for completion of such reinvestment.]
No — The Borrower does not elect to reinvest the Net Cash Proceeds (or any portion thereof).
Instruction: If the Borrower elects to reinvest, and all or any portion of the Net Cash Proceeds subject to such Reinvestment Election is not actually reinvested (or committed to be reinvested pursuant to a binding agreement) within the applicable Reinvestment Period, such unreinvested Net Cash Proceeds shall be applied as a mandatory prepayment of the Loans within five (5) Business Days following the expiration of the applicable Reinvestment Period, in accordance with Section 2.06(a) of the Credit Agreement.
3.5 Mandatory Prepayment Amount:
Net Cash Proceeds (from Section 3.3 above): $[____]
Less: Net Cash Proceeds Subject to Reinvestment Election (from Section 3.4 above): ($[____])
Mandatory Prepayment Amount (Net Cash Proceeds not subject to reinvestment): $[____________]
Section 4. Tranche Allocation and Application
The Mandatory Prepayment Amount shall be applied to the outstanding Tranches as follows (or as otherwise specified in Section 2.06(d) of the Credit Agreement):
USD Tranche Allocation: $[____]
EUR Sub-Tranche Allocation: €[____]
(EUR amount determined based on the applicable exchange rate as of the Business Day immediately preceding the date of prepayment)
Mandatory prepayments under Section 2.06(a) of the Credit Agreement shall be applied ratably to the USD Tranche and the EUR Sub-Tranche based on the respective outstanding principal amounts of each Tranche as of the date of such prepayment. For purposes of determining the ratable allocation, the outstanding principal amount of the EUR Sub-Tranche shall be converted to United States Dollars at the applicable exchange rate as of the Business Day immediately preceding the date of prepayment.
Application to Scheduled Amortization Installments: The Mandatory Prepayment Amount, as allocated to each Tranche, shall be applied to the remaining scheduled amortization installments of such Tranche in direct order of maturity (i.e., first to the next-occurring scheduled amortization installment, and then sequentially to each subsequent installment), unless otherwise directed by the Required Lenders in accordance with Section 2.06(d) of the Credit Agreement.
Date of Mandatory Prepayment: [__], 20[]
Instruction: The mandatory prepayment shall be made within five (5) Business Days after the date of receipt of the applicable Net Cash Proceeds (or, in the case of Net Cash Proceeds subject to a Reinvestment Election that are not timely reinvested, within five (5) Business Days after the expiration of the applicable Reinvestment Period), in each case as specified in Section 2.06(a) of the Credit Agreement.
Section 5. Signature block — Other Mandatory Prepayment
[Signature Page to Mandatory Prepayment Notice — Asset Sale / Casualty / Other]
IRONHAVEN DATA CENTERS LLC
By: ________
Name: [____]
Title: [____]
Date: ________
ANNEX A
DEFINITIONS USED IN THIS FORM
For purposes of this Form of Prepayment Notice, the following terms shall have the meanings set forth in Section 1.01 (or, where applicable, elsewhere) of the Credit Agreement. This Annex A is provided for convenience of reference only and does not modify, supplement, or supersede the definitions contained in the Credit Agreement. In the event of any conflict between this Annex A and the Credit Agreement, the Credit Agreement shall control. Reference is made to Section 1.01 of the Credit Agreement for complete definitions of each of the following terms:
"ABR Loans" — As defined in the Credit Agreement, Loans bearing interest at a rate determined by reference to the Alternate Base Rate.
"Administrative Agent" — Crescent Harbor Bank, N.A., in its capacity as administrative agent under the Credit Agreement, and any successor administrative agent appointed in accordance with the terms thereof.
"Business Day" — As defined in the Credit Agreement.
"Change of Control" — As defined in the Credit Agreement.
"Closing Date" — As defined in the Credit Agreement (June 3, 2024).
"Consolidated Adjusted EBITDA" — As defined in the Credit Agreement.
"Consolidated Net Income" — As defined in the Credit Agreement.
"Consolidated Total Net Debt" — As defined in the Credit Agreement.
"Consolidated Working Capital" — As defined in the Credit Agreement.
"EUR Sub-Tranche" — As defined in the Credit Agreement, the sub-tranche of Term Loans denominated in Euros.
"EURIBOR" — As defined in the Credit Agreement, the Euro Interbank Offered Rate as determined in accordance with the applicable provisions of the Credit Agreement.
"Excess Cash Flow" — As defined in the Credit Agreement.
"Interest Period" — As defined in the Credit Agreement.
"Loans" — As defined in the Credit Agreement, collectively, the Term Loans made pursuant to the Credit Agreement, including the USD Tranche Loans and the EUR Sub-Tranche Loans.
"Mandatory Prepayment Event" — As defined in the Credit Agreement, any event described in Section 2.06 of the Credit Agreement that gives rise to an obligation of the Borrower to make a mandatory prepayment of the Loans.
"Net Cash Proceeds" — As defined in the Credit Agreement.
"Net Leverage Ratio" — As defined in the Credit Agreement, the ratio of Consolidated Total Net Debt to Consolidated Adjusted EBITDA.
"Reinvestment Threshold" — As defined in the Credit Agreement.
"Required Lenders" — As defined in the Credit Agreement.
"SOFR" — As defined in the Credit Agreement, the Secured Overnight Financing Rate as determined in accordance with the applicable provisions of the Credit Agreement.
"Soft Call Premium" — As defined in the Credit Agreement, the prepayment premium of 1.00% of the aggregate principal amount of the Loans being voluntarily prepaid, payable in connection with any voluntary prepayment made on or prior to December 3, 2024 (being the date that is six (6) months after the Closing Date).
"USD Tranche" — As defined in the Credit Agreement, the tranche of Term Loans denominated in United States Dollars.
ANNEX B
ADMINISTRATIVE AGENT WIRE INSTRUCTIONS
Prepayment amounts shall be remitted by wire transfer of immediately available funds to the applicable account set forth below (or such other account as the Administrative Agent may designate in writing to the Borrower not less than two (2) Business Days prior to the applicable prepayment date). The Borrower shall ensure that all wire transfers include the reference information specified below to facilitate proper identification and allocation of the prepayment.
For USD Payments (USD Tranche Loans):
For EUR Payments (EUR Sub-Tranche Loans):
Instruction: The Administrative Agent may update the wire instructions set forth in this Annex B from time to time by written notice to the Borrower. The Borrower should confirm the wire instructions with the Administrative Agent (Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services, Crescent Harbor Bank, N.A., telephone: (704) 555-8200) prior to initiating any wire transfer. The Administrative Agent shall not be liable for any delay or failure in the receipt of funds resulting from the Borrower's use of incorrect or outdated wire instructions.
[End of Form of Prepayment Notice]
Line Item | Description | Amount
(a) | Consolidated Net Income for the Applicable Fiscal Year | $[____]
(b) | Plus: Depreciation, amortization, and other non-cash charges deducted in computing Consolidated Net Income for the Applicable Fiscal Year | $[____]
(c) | Plus/Minus: Decrease (increase) in Consolidated Working Capital during the Applicable Fiscal Year | $[____]
(d) | Minus: Capital Expenditures made in cash during the Applicable Fiscal Year (excluding Capital Expenditures financed with Indebtedness, other than borrowings under the Revolving Credit Facility) | ($[____])
(e) | Minus: Scheduled amortization payments of the Term Loan actually made during the Applicable Fiscal Year (including both the USD Tranche and the EUR Sub-Tranche, as applicable) | ($[____])
(f) | Minus: Voluntary prepayments of the Term Loan actually made during the Applicable Fiscal Year (to the extent not funded from the proceeds of other Indebtedness or the issuance of Equity Interests) | ($[____])
(g) | Minus: Cash taxes paid during the Applicable Fiscal Year (including estimated tax payments, but net of any tax refunds received in cash during such period) | ($[____])
(h) | Minus: Cash interest expense actually paid during the Applicable Fiscal Year (net of any interest income received in cash during such period) | ($[____])
(i) | Plus/Minus: Other adjustments as defined in and required by the definition of "Excess Cash Flow" in the Credit Agreement (including, without limitation, adjustments for Permitted Acquisitions, non-recurring cash charges, and other items expressly included or excluded under such definition) | $[____]
(j) | Excess Cash Flow (sum of items (a) through (i)) | $[____________]
Net Leverage Ratio as of the Last Day of the Applicable Fiscal Year | Applicable ECF Percentage
Greater than 4.50:1.00 | 75%
Greater than 3.50:1.00 but less than or equal to 4.50:1.00 | 50%
Less than or equal to 3.50:1.00 | 25%
Item | Amount
Outstanding Principal Amount of USD Tranche Loans | $[____]
Outstanding Principal Amount of EUR Sub-Tranche Loans | €[____]
Total Outstanding Principal Amount (USD equivalent, at applicable exchange rate) | $[____]
Change of Control Premium (1.00% of total outstanding principal) | $[____]
Accrued and Unpaid Interest on USD Tranche Loans (to prepayment date) | $[____]
Accrued and Unpaid Interest on EUR Sub-Tranche Loans (to prepayment date) | €[____]
Other Amounts Owing (breakage costs, fees, expenses, and other Loan Document obligations) | $[____]
Total Mandatory Prepayment Amount | $[____________]
Item | Amount (USD) | Amount (EUR)
Gross Proceeds Received or Expected | $[____] | €[____]
Less: Reasonable out-of-pocket costs and expenses incurred in connection with such event (including brokerage commissions, legal fees, title and recording tax expenses, transfer taxes, and similar costs) | ($[____]) | (€[____])
Less: Income, withholding, and other taxes paid or reasonably estimated to be payable in connection with such event | ($[____]) | (€[____])
Less: Repayment of Indebtedness secured by a Lien on the applicable asset (to the extent required to be repaid upon such Disposition or Casualty Event) | ($[____]) | (€[____])
Less: Appropriate reserves for post-closing adjustments, indemnification payments, and other contingent liabilities (to the extent reasonable and in accordance with GAAP) | ($[____]) | (€[____])
Net Cash Proceeds | $[____________] | €[____________]
Field | Detail
Bank Name | [____]
ABA/Routing Number | [____]
Account Number | [____]
Account Name | [____]
Reference | [Insert — include "Credit Agreement CUSIP: 46283LAA5; Borrower: Ironhaven Data Centers LLC; [Voluntary/Mandatory] Prepayment — [Date]"]
Field | Detail
Bank Name | [____]
SWIFT/BIC | [____]
IBAN | [____]
Account Name | [____]
Reference | [Insert — include "Credit Agreement CUSIP: 46283LAA5; Borrower: Ironhaven Data Centers LLC; [Voluntary/Mandatory] Prepayment — [Date]"]