PROMISSORY NOTE
Master Form
Senior Secured Term Loan B Credit Agreement dated as of May 15, 2024
CUSIP: 46283LAA5
Aggregate Principal Amount: $950,000,000
June 3, 2024
This Master Form Promissory Note (this "Note") is issued pursuant to and in accordance with that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as defined below, the "Credit Agreement"), and is subject in all respects to the terms and conditions thereof. This Note evidences the obligations of the Borrower and the Co-Borrower (each as defined below) to repay the Term Loans made by the Lenders under the Credit Agreement in the aggregate original principal amount of Nine Hundred Fifty Million United States Dollars ($950,000,000).
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RECITALS
A. Reference is made to that certain Senior Secured Term Loan B Credit Agreement, dated as of May 15, 2024 (as amended, restated, amended and restated, supplemented, waived, or otherwise modified from time to time, the "Credit Agreement"), among:
(i) Ironhaven Data Centers LLC, a Delaware limited liability company (the "Borrower"), with its principal place of business and headquarters located at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, Employer Identification Number 84-3291057;
(ii) Ironhaven Frankfurt GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung) organized and existing under the laws of the Federal Republic of Germany (the "Co-Borrower"), with its registered office (Sitz) at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Frankfurt am Main under registration number HRB 129457;
(iii) Ironhaven Holdings Inc., a Delaware corporation (the "Parent Guarantor" or "Holdings"), Employer Identification Number 84-3291044;
(iv) Crescent Harbor Bank, N.A., a national banking association organized and existing under the laws of the United States of America (in its capacity as administrative agent for the Lenders, the "Administrative Agent"), with offices at 1200 Harbor Point Drive, Charlotte, North Carolina 28202;
(v) Pinnacle Trust Company, N.A., a national trust company organized and existing under the laws of the United States of America (in its capacity as collateral agent for the Secured Parties, the "Collateral Agent"), with offices at 101 Constitution Avenue NW, Washington, D.C. 20001; and
(vi) the several banks, financial institutions, funds, and other entities from time to time party to the Credit Agreement as lenders (collectively, the "Lenders" and each individually, a "Lender").
B. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall apply to this Note mutatis mutandis.
C. The Credit Agreement provides for a senior secured term loan B credit facility (the "Term Loan Facility") in the aggregate original principal amount of Nine Hundred Fifty Million United States Dollars ($950,000,000), consisting of:
(a) a United States Dollar-denominated tranche (the "USD Tranche") in the original principal amount of Six Hundred Seventy-Five Million United States Dollars ($675,000,000); and
(b) a Euro-denominated sub-tranche (the "EUR Sub-Tranche") in the original principal amount of Two Hundred Fifty-Three Million Five Hundred Seventy-One Thousand Four Hundred Twenty-Nine Euros (€253,571,429), equivalent to approximately Two Hundred Seventy-Five Million United States Dollars ($275,000,000) at a EUR/USD exchange rate of 1.0846 as of the date of determination specified in the Credit Agreement.
D. This Note is being executed and delivered on the Closing Date (June 3, 2024) to evidence the Term Loans made by the Lenders to the Borrower and the Co-Borrower under the Credit Agreement and to set forth the terms upon which such Term Loans shall be repaid.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
SECTION 1: PROMISE TO PAY
1.1 Principal. FOR VALUE RECEIVED, each of the Borrower, Ironhaven Data Centers LLC, and the Co-Borrower, Ironhaven Frankfurt GmbH (with respect to the EUR Sub-Tranche), hereby unconditionally and irrevocably promises to pay to the order of each Lender identified on Schedule I attached hereto (as such Schedule I may be amended, supplemented, or otherwise modified from time to time to reflect assignments made in accordance with the Credit Agreement) the principal amount of such Lender's Term Loan as set forth opposite such Lender's name on Schedule I hereto, or, if less, the aggregate unpaid principal amount of all Term Loans made by such Lender to the Borrower or the Co-Borrower, as applicable, pursuant to the Credit Agreement, together with all accrued and unpaid interest thereon, all fees, costs, expenses, and other amounts due and payable in respect thereof, and all other sums owing by the Borrower and the Co-Borrower to such Lender under the Credit Agreement and the other Loan Documents, in each case at the times and in the manner specified in the Credit Agreement and herein.
1.2 Joint and Several Liability. The obligations of the Borrower and the Co-Borrower hereunder are joint and several solely with respect to the EUR Sub-Tranche (and the portion thereof allocable to each applicable Lender). For the avoidance of doubt, the Borrower shall be solely and primarily obligated with respect to the USD Tranche, and the Co-Borrower's joint and several liability shall extend only to the EUR Sub-Tranche and the obligations of the Co-Borrower arising thereunder and under the Credit Agreement.
1.3 Interest. The Borrower and the Co-Borrower (as applicable) further promise to pay interest on the unpaid principal balance of the Term Loans outstanding from the date hereof until payment in full at the applicable rate or rates per annum as specified in the Credit Agreement, as follows:
(a) USD Tranche: Interest shall accrue at a rate per annum equal to the Adjusted Term SOFR (as defined in the Credit Agreement) for the applicable Interest Period plus a margin of four hundred twenty-five basis points (4.25%) per annum (the "Applicable Margin"), subject to a SOFR floor of fifty basis points (0.50%) per annum. For the avoidance of doubt, in no event shall the Adjusted Term SOFR used to calculate interest on the USD Tranche be less than 0.50% per annum.
(b) EUR Sub-Tranche: Interest shall accrue at a rate per annum equal to EURIBOR (as defined in the Credit Agreement) for the applicable Interest Period plus a margin of four hundred twenty-five basis points (4.25%) per annum, subject to a EURIBOR floor of zero basis points (0.00%) per annum. For the avoidance of doubt, in no event shall the EURIBOR rate used to calculate interest on the EUR Sub-Tranche be less than 0.00% per annum.
1.4 Maturity. Unless earlier accelerated or prepaid in accordance with the terms of the Credit Agreement, the entire outstanding principal balance of the Term Loans, together with all accrued and unpaid interest thereon and all other amounts owing hereunder and under the Credit Agreement, shall be due and payable in full on June 3, 2031 (the "Maturity Date"), being seven (7) years from the Closing Date of June 3, 2024.
SECTION 2: TERMS OF PAYMENT
2.1 Scheduled Amortization
(a) The Borrower and the Co-Borrower (as applicable) shall repay the outstanding principal amount of the Term Loans in consecutive quarterly installments, each in an amount equal to one-quarter of one percent (0.25%) of the original aggregate principal amount of the Term Loans (equivalent to an annual amortization rate of one percent (1.00%) of the original aggregate principal amount of the Term Loans), payable on the first Business Day of each March, June, September, and December of each year, commencing on September 3, 2024, and continuing on each successive quarterly payment date thereafter through and including the quarterly payment date immediately preceding the Maturity Date.
(b) The aggregate quarterly amortization payment shall be Two Million Three Hundred Seventy-Five Thousand United States Dollars ($2,375,000), calculated as $950,000,000 multiplied by 1.00% divided by four (4), allocated as follows:
(i) USD Tranche quarterly amortization: One Million Six Hundred Eighty-Seven Thousand Five Hundred United States Dollars ($1,687,500), calculated as $675,000,000 multiplied by 1.00% divided by four (4); and
(ii) EUR Sub-Tranche quarterly amortization: Six Hundred Thirty-Three Thousand Nine Hundred Twenty-Eight Euros and Fifty-Seven Euro Cents (€633,928.57), calculated as €253,571,429 multiplied by 1.00% divided by four (4).
(c) The first scheduled amortization payment date shall be September 3, 2024.
(d) Each Lender's pro rata share of each quarterly amortization payment shall be determined in accordance with such Lender's Applicable Percentage (as defined in the Credit Agreement) and as set forth in Schedule I and Schedule II attached hereto.
(e) The entire remaining outstanding principal balance of the Term Loans, together with all accrued and unpaid interest thereon and all other amounts owing hereunder and under the Credit Agreement, shall be due and payable in full on the Maturity Date (June 3, 2031).
(f) The amortization payments described in this Section 2.1 shall be reduced on a pro rata basis by the amount of any voluntary or mandatory prepayments of the Term Loans applied to reduce scheduled amortization payments in accordance with the Credit Agreement.
2.2 Interest Payments
(a) Interest on the Term Loans shall be due and payable on the dates and in the manner specified in the Credit Agreement. Without limiting the generality of the foregoing, interest accrued on each Term Loan during each Interest Period shall be payable in arrears on the last day of such Interest Period and, in the case of any Interest Period exceeding three (3) months, on each day that falls every three (3) months after the commencement of such Interest Period.
(b) Upon the occurrence and during the continuance of any Event of Default (as defined in the Credit Agreement), interest shall accrue on the outstanding principal balance of the Term Loans, and on any overdue interest and other overdue amounts, at the default rate set forth in Section 2.13(c) of the Credit Agreement (the "Default Rate"), being two percent (2.00%) per annum in excess of the rate of interest otherwise applicable to such Term Loan.
(c) Interest shall be calculated on the basis of a year of three hundred sixty (360) days for the actual number of days elapsed (including the first day but excluding the last day) for both the USD Tranche and the EUR Sub-Tranche, as specified in the Credit Agreement.
2.3 Mandatory Prepayments
The Term Loans evidenced by this Note shall be subject to mandatory prepayment in accordance with the provisions of Section 2.11 of the Credit Agreement, including without limitation the following:
(a) Excess Cash Flow Sweep. Commencing with the fiscal year ending December 31, 2024, the Borrower shall prepay the Term Loans in an amount equal to a percentage of Excess Cash Flow (as defined in the Credit Agreement) for each fiscal year, as follows:
(i) seventy-five percent (75%) of Excess Cash Flow if the Net Leverage Ratio (as defined in the Credit Agreement) as of the last day of such fiscal year is greater than 4.50 to 1.00;
(ii) fifty percent (50%) of Excess Cash Flow if the Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 4.50 to 1.00 but greater than 3.50 to 1.00; and
(iii) twenty-five percent (25%) of Excess Cash Flow if the Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 3.50 to 1.00.
Such mandatory prepayment shall be due and payable within ten (10) Business Days after delivery of the annual financial statements of the Borrower and its Restricted Subsidiaries for such fiscal year pursuant to the Credit Agreement.
(b) Change of Control. Upon the occurrence of a Change of Control (as defined in the Credit Agreement), the Borrower shall prepay (or cause to be prepaid) all outstanding Term Loans at a price equal to one hundred one percent (101%) of the outstanding principal amount thereof, plus all accrued and unpaid interest thereon to the date of prepayment, plus any other amounts due and payable under the Credit Agreement in connection therewith. As set forth in the Credit Agreement, a "Change of Control" includes, among other events, any event or series of events by which Thornfield Capital Partners, LP, a Delaware limited partnership, or any of its Affiliates, ceases to hold, directly or indirectly, more than fifty percent (50%) of the issued and outstanding voting equity interests of Ironhaven Holdings Inc.
(c) Other Mandatory Prepayment Events. The Term Loans shall also be subject to mandatory prepayment upon the occurrence of the other mandatory prepayment events set forth in the Credit Agreement, including (without limitation) (i) prepayments from Net Cash Proceeds of Asset Sales and Recovery Events (subject to reinvestment rights) and (ii) prepayments from Net Cash Proceeds of Indebtedness not permitted to be incurred under the Credit Agreement.
2.4 Voluntary Prepayments
(a) The Borrower and the Co-Borrower may voluntarily prepay the Term Loans, in whole or in part, at any time and from time to time, in accordance with the terms and conditions of Section 2.11(a) of the Credit Agreement, including compliance with minimum prepayment amounts and notice requirements specified therein.
(b) Soft Call Protection. Any voluntary prepayment of the Term Loans made on or prior to the date that is six (6) months after the Closing Date (i.e., on or before December 3, 2024) shall be accompanied by a prepayment premium equal to one percent (1.00%) of the principal amount of the Term Loans so prepaid (the "Soft Call Premium"). For the avoidance of doubt, the Soft Call Premium shall apply to voluntary prepayments only and shall not apply to mandatory prepayments required under Section 2.3 hereof or the corresponding provisions of the Credit Agreement.
(c) After December 3, 2024, voluntary prepayments of the Term Loans may be made at par (100% of the principal amount prepaid) without payment of any prepayment premium or penalty, subject to the payment of any applicable breakage costs under the Credit Agreement.
2.5 Application of Payments
All payments received by the Administrative Agent in respect of the Term Loans evidenced by this Note shall be applied in the following order of priority, unless otherwise specified in the Credit Agreement:
(a) first, to all accrued and unpaid interest on the Term Loans then due and payable;
(b) second, to the outstanding principal amount of the Term Loans (applied to scheduled amortization installments in direct order of maturity or as otherwise specified in the Credit Agreement);
(c) third, to any prepayment premiums, breakage costs, fees, expenses, indemnities, and other amounts then due and payable under the Credit Agreement and the other Loan Documents; and
(d) fourth, any remaining amounts to be distributed as otherwise provided in the Credit Agreement.
2.6 Currency of Payments
(a) USD Tranche. All payments of principal, interest, fees, and other amounts due and payable in respect of the USD Tranche shall be made in lawful money of the United States of America, in immediately available funds, to the account of the Administrative Agent designated for such purpose in the Credit Agreement.
(b) EUR Sub-Tranche. All payments of principal, interest, fees, and other amounts due and payable in respect of the EUR Sub-Tranche shall be made in Euros, in immediately available funds, to the account of the Administrative Agent designated for such purpose in the Credit Agreement.
(c) Payments shall be made to the Administrative Agent for distribution to the Lenders in accordance with their respective Applicable Percentages and the distribution mechanics set forth in the Credit Agreement. Each Lender's entitlement to receive its pro rata share of payments shall be determined by reference to Schedule I hereto (as amended from time to time to reflect assignments) and the register maintained by the Administrative Agent pursuant to Section 10.06(c) of the Credit Agreement.
(d) If any payment hereunder or under the Credit Agreement is required to be made on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall be included in the computation of interest payable on such amount. Notwithstanding the foregoing, if the next succeeding Business Day would fall in the next calendar month with respect to a payment denominated in Euros, such payment shall instead be made on the immediately preceding Business Day.
SECTION 3: SECURITY
3.1 This Note, the obligations of the Borrower and the Co-Borrower hereunder, and all other Obligations arising under the Credit Agreement and the other Loan Documents are secured by first-priority security interests in and liens on the Collateral described in the Security Documents (as defined in the Credit Agreement), including, without limitation, the following:
(a) US Pledge and Security Agreement. The Pledge and Security Agreement dated as of June 3, 2024 (the "US Security Agreement"), by and among the Borrower, the Parent Guarantor, and each other Grantor party thereto, in favor of the Collateral Agent for the benefit of the Secured Parties, granting a first-priority security interest in and lien on substantially all personal property assets of the Borrower and the Parent Guarantor, including, without limitation, all accounts, chattel paper, deposit accounts, documents, equipment, fixtures, general intangibles, instruments, intellectual property, inventory, investment property, letter-of-credit rights, commercial tort claims, and proceeds of the foregoing.
(b) Deed of Trust. The Deed of Trust, Assignment of Leases and Rents, Security Agreement, and Fixture Filing dated as of June 3, 2024, executed by the Borrower in favor of the Collateral Agent, encumbering approximately one hundred forty-two (142) acres of real property located in Loudoun County, Virginia, identified as Tax Parcel Nos. 087-27-1234 and 087-27-1235 (the "Virginia Campus"), together with all buildings, improvements, fixtures, and appurtenances thereon and all leases, rents, issues, and profits therefrom.
(c) Equity Interest Pledge Agreement. The Equity Interest Pledge Agreement dated as of June 3, 2024, pursuant to which (i) Ironhaven Holdings Inc. has pledged one hundred percent (100%) of the issued and outstanding membership interests of Ironhaven Data Centers LLC to the Collateral Agent for the benefit of the Secured Parties, and (ii) Ironhaven Data Centers LLC has pledged one hundred percent (100%) of the equity interests (Geschäftsanteile) of Ironhaven Frankfurt GmbH to the Collateral Agent for the benefit of the Secured Parties.
(d) German-Law Security Package. A comprehensive security package governed by the laws of the Federal Republic of Germany (structured under a parallel-debt (Parallelschuld) arrangement with the Collateral Agent as beneficiary), including:
(i) a non-accessory land charge (Grundschuld) over the Frankfurt campus parcel registered in the land register (Grundbuch) of Frankfurt am Main-Ost, Sheet (Blatt) 54321, Section (Flur) 12, Parcel (Flurstück) 789, comprising approximately 18.7 hectares, in favor of the Collateral Agent (through its London branch, acting as Security Trustee (Sicherheitentreuhänder)) for the benefit of the Secured Parties;
(ii) a global assignment of receivables (Globalzession) by the Co-Borrower in favor of the Collateral Agent, encompassing all present and future trade receivables, intercompany receivables, and insurance receivables of the Co-Borrower;
(iii) pledges of all bank accounts (Kontoverpfändung) maintained by the Co-Borrower at NordBrücke AG (and any successor or replacement accounts) in favor of the Collateral Agent; and
(iv) a security transfer of movable assets (Sicherungsübereignung) by the Co-Borrower in favor of the Collateral Agent, covering all tangible movable assets (including servers, networking equipment, power distribution units, cooling systems, and other data center infrastructure equipment) located at or related to the Frankfurt campus.
3.2 Collateral Agent. Pinnacle Trust Company, N.A., with offices at 101 Constitution Avenue NW, Washington, D.C. 20001, serves as Collateral Agent for the Secured Parties, holding the security interests and liens described herein and in the Security Documents for the ratable benefit of all Secured Parties in accordance with the terms of the Credit Agreement and the Intercreditor Agreement (if any).
3.3 Security Trustee for German-Law Security. Pinnacle Trust Company, N.A., acting through its London branch located at 25 Old Broad Street, London EC2N 1HQ, United Kingdom, serves as Security Trustee (Sicherheitentreuhänder) for the German-law security package, holding and administering such security for the benefit of the Secured Parties under and in accordance with the parallel-debt structure set forth in the Credit Agreement.
SECTION 4: GUARANTEE
4.1 This Note and the obligations of the Borrower and the Co-Borrower hereunder are guaranteed by Ironhaven Holdings Inc. (the "Parent Guarantor") pursuant to the terms of that certain Guarantee Agreement, dated as of May 15, 2024 (as amended, restated, supplemented, or otherwise modified from time to time, the "Guarantee Agreement"), by and among the Parent Guarantor, each other Guarantor party thereto from time to time, and the Administrative Agent for the benefit of the Secured Parties. The Parent Guarantor's obligations under the Guarantee Agreement are unconditional, absolute, and irrevocable, subject only to the terms, conditions, and limitations set forth in the Guarantee Agreement and the Credit Agreement.
4.2 The Guarantee Agreement provides that the Parent Guarantor unconditionally and irrevocably guarantees the full and punctual payment and performance when due (whether at stated maturity, upon acceleration, or otherwise) of all Obligations of the Borrower and the Co-Borrower under the Credit Agreement, this Note, and the other Loan Documents.
SECTION 5: EVENTS OF DEFAULT AND REMEDIES
5.1 Events of Default. The occurrence of any Event of Default (as defined in Article VIII of the Credit Agreement) shall constitute a default under this Note. The Events of Default are set forth in the Credit Agreement and include, without limitation, the failure to make any payment of principal, interest, or other amounts when due, the breach of any representation, warranty, or covenant, cross-default to other material indebtedness, certain insolvency-related events, the occurrence of a Change of Control, and such other events as are specified in the Credit Agreement.
5.2 Remedies Upon Event of Default. Upon the occurrence and during the continuance of any Event of Default, the Administrative Agent may, and at the direction of the Required Lenders (as defined in the Credit Agreement) shall, by written notice to the Borrower and the Co-Borrower, declare all or any portion of the outstanding principal amount of the Term Loans, together with all accrued and unpaid interest thereon, all fees, and all other amounts owing hereunder and under the Credit Agreement and the other Loan Documents, to be immediately due and payable, without presentment, demand, protest, or other notice of any kind, all of which are hereby expressly waived by the Borrower and the Co-Borrower to the fullest extent permitted by applicable law.
5.3 Automatic Acceleration. Notwithstanding the foregoing, upon the occurrence of certain insolvency-related Events of Default specified in Section 8.01(f) and Section 8.01(g) of the Credit Agreement (including, without limitation, the commencement of a voluntary or involuntary case under Title 11 of the United States Code, or the appointment of a receiver, trustee, custodian, or similar official, or the commencement of insolvency proceedings under applicable German insolvency law (Insolvenzordnung) with respect to the Co-Borrower), the entire outstanding principal amount of the Term Loans, all accrued and unpaid interest thereon, and all other amounts owing hereunder and under the Credit Agreement and the other Loan Documents shall automatically and immediately become due and payable, without any declaration or notice by the Administrative Agent or any Lender.
5.4 Cumulative Remedies. The rights and remedies of the Administrative Agent, the Collateral Agent, and the Lenders under this Note, the Credit Agreement, and the other Loan Documents are cumulative and not exclusive of any rights or remedies that any such party may have at law, in equity, or otherwise.
SECTION 6: CREDIT AGREEMENT CONTROLS
6.1 This Note is issued pursuant to, and is entitled to all of the benefits and protections of, the Credit Agreement. The holder of this Note is entitled to the benefits of the Credit Agreement and the other Loan Documents, including, without limitation, the Collateral security described in Section 3 hereof and the Guarantee described in Section 4 hereof.
6.2 In the event of any conflict or inconsistency between the terms and provisions of this Note and the terms and provisions of the Credit Agreement, the terms and provisions of the Credit Agreement shall govern and control in all respects. Nothing contained in this Note shall be construed to amend, modify, supersede, or supplement any term or provision of the Credit Agreement or any other Loan Document.
6.3 This Note evidences indebtedness arising under the Credit Agreement and is issued solely for convenience of the Lenders. The issuance of this Note does not create any obligation of the Borrower or the Co-Borrower independent of or in addition to the obligations of the Borrower and the Co-Borrower under the Credit Agreement. In the event that this Note is lost, stolen, destroyed, or mutilated, a replacement Note shall be issued in accordance with the procedures set forth in the Credit Agreement.
SECTION 7: TRANSFER AND ASSIGNMENT
7.1 This Note (or any interest herein) may not be transferred, assigned, negotiated, or otherwise disposed of except in accordance with Section 10.06 of the Credit Agreement and the Form of Lender Assignment and Assumption Agreement attached as Exhibit C to the Credit Agreement. Any purported transfer or assignment made in violation of the Credit Agreement shall be null and void and of no force or effect.
7.2 Upon any such permitted assignment, (a) the assignee shall be entitled to receive a replacement Note (or, at the option of the Borrower, an interest in this Master Form Note reflected by an updated Schedule I) in the principal amount of the Term Loan commitment assigned to such assignee, and (b) the assigning Lender shall be entitled to receive a replacement Note (or an updated interest in this Master Form Note) in the principal amount of its remaining Term Loan commitment after giving effect to such assignment. The Administrative Agent shall maintain, or cause to be maintained, the register of assignments in accordance with the Credit Agreement.
7.3 The Borrower and the Co-Borrower shall, at the written request of any Lender that has received an assignment pursuant to the Credit Agreement, execute and deliver a new Note (substantially in the form of Exhibit A hereto or otherwise in form and substance reasonably acceptable to the Administrative Agent) payable to the order of such Lender in the principal amount of such Lender's Term Loan.
SECTION 8: WAIVERS
8.1 The Borrower and the Co-Borrower each hereby irrevocably and unconditionally waive, to the fullest extent permitted by applicable law, presentment, demand for payment, notice of nonpayment, notice of dishonor, protest, notice of protest, and all other notices and demands in connection with the delivery, acceptance, performance, default, or enforcement of this Note, except to the extent that any such notice is expressly required to be given to the Borrower or the Co-Borrower under the Credit Agreement.
8.2 No failure or delay on the part of the Administrative Agent, the Collateral Agent, or any Lender in exercising any right, power, or remedy under this Note, the Credit Agreement, or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. No waiver of any provision of this Note shall be effective unless set forth in a writing signed by the parties required under the Credit Agreement.
8.3 The Borrower and the Co-Borrower each further waive, to the fullest extent permitted by applicable law, all rights to claim or recover any punitive, exemplary, or consequential damages in connection with this Note or the Credit Agreement, except as expressly provided in the Credit Agreement.
SECTION 9: GOVERNING LAW AND JURISDICTION
9.1 Governing Law. THIS NOTE AND ANY CLAIMS, CONTROVERSY, DISPUTE, OR CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE) BASED UPON, ARISING OUT OF, OR RELATING TO THIS NOTE AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICTS OF LAW PRINCIPLES, OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW.
9.2 Submission to Jurisdiction. THE BORROWER AND THE CO-BORROWER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY SUBMIT, FOR THEMSELVES AND THEIR RESPECTIVE PROPERTY, TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN THE BOROUGH OF MANHATTAN AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND THE BORROWER AND THE CO-BORROWER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY AGREE THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH UNITED STATES FEDERAL COURT. THE BORROWER AND THE CO-BORROWER EACH AGREE THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
9.3 Waiver of Venue. THE BORROWER AND THE CO-BORROWER EACH HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT THEY MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN SECTION 9.2 HEREOF. THE BORROWER AND THE CO-BORROWER EACH HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
9.4 WAIVER OF JURY TRIAL. THE BORROWER, THE CO-BORROWER, THE ADMINISTRATIVE AGENT, THE COLLATERAL AGENT, AND EACH LENDER HEREBY IRREVOCABLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS NOTE, THE CREDIT AGREEMENT, ANY OTHER LOAN DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY). THE BORROWER AND THE CO-BORROWER EACH CERTIFY AND ACKNOWLEDGE THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) THEY UNDERSTAND AND HAVE CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) THEY MAKE THIS WAIVER VOLUNTARILY, AND (D) THEY HAVE BEEN INDUCED TO ENTER INTO THIS NOTE BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.4.
SECTION 10: MISCELLANEOUS
10.1 Amendments. This Note may not be amended, modified, supplemented, or waived except in accordance with the provisions of Section 10.01 of the Credit Agreement. Without limiting the generality of the foregoing, no amendment, modification, supplement, or waiver of any provision of this Note shall be effective unless consented to in writing by the parties whose consent is required under the Credit Agreement for such amendment, modification, supplement, or waiver.
10.2 Successors and Assigns
This Note shall be binding upon the Borrower, the Co-Borrower, and their respective successors and assigns (to the extent assignments by the Borrower or the Co-Borrower are permitted under the Credit Agreement) and shall inure to the benefit of each Lender and its respective successors and permitted assigns. The terms "Lender" and "Lenders" as used herein shall include any successor or permitted assign of any Lender, and references to amounts outstanding under this Note shall include amounts owing to any such successor or permitted assign.
10.3 Severability. If any provision of this Note is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect the validity, legality, or enforceability of any other provision of this Note or the validity, legality, or enforceability of such provision in any other jurisdiction, and this Note shall be construed and enforced as if such invalid, illegal, or unenforceable provision had never been contained herein (but only to the extent of such invalidity, illegality, or unenforceability). The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable provision that achieves, to the greatest extent possible, the economic, business, and other purposes of such invalid, illegal, or unenforceable provision.
10.4 Notices. All notices, requests, demands, consents, and other communications hereunder shall be in writing and shall be delivered in accordance with the notice provisions set forth in Section 10.02 of the Credit Agreement. Notice information for the Borrower, the Co-Borrower, the Administrative Agent, the Collateral Agent, and each Lender is set forth in Schedule III attached hereto and in the Credit Agreement.
10.5 CUSIP. This Note has been assigned CUSIP Number 46283LAA5. The CUSIP number is included herein solely for the convenience of the Lenders. No representation is made by the Borrower, the Co-Borrower, the Administrative Agent, or any other party as to the correctness of the CUSIP number. Neither the Administrative Agent nor any Lender shall be responsible for the selection, use, or accuracy of such number, and any notice provided to the Lenders or any other party may state that no representation is made as to the correctness of the CUSIP number included in such notice or printed on any Note and that reliance may be placed only on the other identification numbers included in any such notice or Note. The Borrower shall promptly notify the Administrative Agent of any change to the CUSIP number.
10.6 Counterparts; Electronic Execution
This Note may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Note by facsimile or electronic transmission (including in .pdf or .tif format) shall be effective as delivery of a manually executed counterpart hereof. The words "execution," "signed," "signature," and words of like import shall be deemed to include electronic signatures, each of which shall be of the same legal effect, validity, or enforceability as a manually executed signature, to the extent and as provided in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, and any other similar state laws based on the Uniform Electronic Transactions Act.
10.7 Headings. The section and subsection headings used in this Note are for convenience of reference only and shall not affect the interpretation or construction of any provision of this Note.
10.8 Integration. This Note, together with the Credit Agreement, the other Loan Documents, and any fee letters or engagement letters delivered in connection with the Credit Agreement, represents the final agreement of the parties with respect to the matters addressed herein and therein and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties. There are no unwritten oral agreements between the parties.
[Remainder of this page intentionally left blank. Signature pages follow.]
IN WITNESS WHEREOF, each of the undersigned has caused this Master Form Promissory Note to be executed and delivered by its duly authorized officer(s) as of the date first written above.
BORROWER:
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company
By: ________
Name: Rebecca Sung
Title: Chief Financial Officer
Date: June 3, 2024
CO-BORROWER:
IRONHAVEN FRANKFURT GmbH, a German limited liability company (Gesellschaft mit beschränkter Haftung)
By: ________
Name: Marcus Delaine
Title: Managing Director (Geschäftsführer)
By: ________
Name: Katarina Bremer
Title: Managing Director (Geschäftsführerin)
Date: June 3, 2024
ACKNOWLEDGED AND ACCEPTED BY ADMINISTRATIVE AGENT:
CRESCENT HARBOR BANK, N.A., a national banking association, as Administrative Agent
By: ________
Name: Thomas Beckett
Title: Vice President, Loan Operations & Agency Services
Date: June 3, 2024
SCHEDULE I
LENDER COMMITMENTS AND NOTE AMOUNTS
The following table sets forth, as of the Closing Date, the name of each Lender party to the Credit Agreement, such Lender's entity type and jurisdiction of organization, the address for notices for such Lender, the key contact(s) for such Lender, such Lender's Committed Amount (in United States Dollar equivalent), such Lender's Tranche Allocation (indicating whether such Lender's commitment is allocated to the USD Tranche or the EUR Sub-Tranche), such Lender's Applicable Percentage of Total Commitments, and the principal amount of this Note allocable to such Lender (the "Note Amount"). This Schedule I may be amended from time to time by the Administrative Agent (without the consent of the Borrower or the Co-Borrower, except as required by the Credit Agreement) to reflect assignments made in accordance with Section 10.06 of the Credit Agreement.
Lender 1: Crescent Harbor Bank, N.A.
Lender 2: Ridgeline National Bank
Lender 3: Marlowe Asset Management Meridian Capital, LLC
Lender 4: Atlas Peak Credit Partners, LP
Lender 5: NordBrücke AG
Lender 6: Pacific Rim Institutional Lending Corp.
Lender 7: Osprey Insurance Capital, Ltd.
Summary of Lender Commitments
Reconciliation: $200,000,000 + $175,000,000 + $150,000,000 + $125,000,000 + $150,000,000 + $75,000,000 + $75,000,000 = $950,000,000.
Total USD Tranche: $675,000,000 (Crescent Harbor Bank, Ridgeline National Bank, Marlowe Asset Management Meridian Capital, Atlas Peak Credit Partners, Pacific Rim Institutional Lending Corp., and Osprey Insurance Capital).
Total EUR Sub-Tranche: $275,000,000 (€253,571,429 equivalent at EUR/USD 1.0846) (NordBrücke AG, and any other Lender to which EUR Sub-Tranche commitments may be assigned from time to time in accordance with the Credit Agreement).
SCHEDULE II
AMORTIZATION SCHEDULE
Set forth below is the amortization schedule for the Term Loans evidenced by this Note. Scheduled amortization payments are payable quarterly on the first Business Day of each March, June, September, and December, commencing September 3, 2024, at an annual rate of 1.00% of the original aggregate principal amount of the Term Loans.
Aggregate Annual Amortization: $9,500,000 (1.00% of $950,000,000)
Aggregate Quarterly Amortization: $2,375,000 ($9,500,000 ÷ 4)
USD Tranche Quarterly Amortization: $1,687,500 ($675,000,000 × 1.00% ÷ 4)
EUR Sub-Tranche Quarterly Amortization: €633,928.57 (€253,571,429 × 1.00% ÷ 4)
Quarterly Amortization Payment Schedule
Note: Where a scheduled payment date falls on a day that is not a Business Day, payment shall be made on the next succeeding Business Day (or, with respect to EUR-denominated payments, the immediately preceding Business Day if the next succeeding Business Day would fall in the next calendar month), in accordance with the Credit Agreement. Accrued and unpaid interest on all outstanding principal shall also be due and payable on the Maturity Date.
Each Lender's Pro Rata Share of Quarterly Amortization
Note: NordBrücke AG's quarterly amortization share is payable in Euros (€633,928.57 per quarter) as such Lender's entire commitment is allocated to the EUR Sub-Tranche. The USD equivalent shown above ($375,000) is provided for reference only, calculated at the EUR/USD exchange rate of 1.0846 as of the date of determination. USD Tranche Lenders' quarterly amortization payments are calculated based on such Lender's pro rata share of the USD Tranche ($675,000,000) and total $1,687,500 per quarter in the aggregate.
SCHEDULE III
NOTICE INFORMATION
All notices, requests, demands, consents, and other communications to be delivered pursuant to this Note, the Credit Agreement, or any other Loan Document shall be sent to the following addresses (or to such other address as any party may designate in writing to the other parties in accordance with the Credit Agreement):
Administrative Agent.
Crescent Harbor Bank, N.A. 1200 Harbor Point Drive Charlotte, North Carolina 28202 United States of America
Attention: Thomas Beckett, Vice President, Loan Operations & Agency Services
Telephone: (704) 555-8200
Email: thomas.beckett@crescentharbor.com
With a copy to:
Attention: Leveraged & Structured Finance — Agency Desk
Telephone: (704) 555-8201
Email: agencydesk@crescentharbor.com
Collateral Agent.
Pinnacle Trust Company, N.A. 101 Constitution Avenue NW Washington, D.C. 20001 United States of America
Attention: William Hargrove, Senior Vice President, Corporate Trust
Telephone: (202) 555-4100
Email: william.hargrove@pinnacletrust.com
Borrower.
Ironhaven Data Centers LLC 4500 Dominion Ridge Boulevard, Suite 300 Ashburn, Virginia 20147 United States of America
Attention: Jonathan Pryce-Williams, General Counsel & Secretary
Telephone: (703) 555-6700
Email: jpryce-williams@ironhavendc.com
With a copy to:
Attention: Natasha Greenfeld, Vice President, Treasury & Capital Markets
Telephone: (703) 555-6750
Email: ngreenfeld@ironhavendc.com
Co-Borrower.
Ironhaven Frankfurt GmbH Hanauer Landstraße 188 60314 Frankfurt am Main Federal Republic of Germany
Attention: Katarina Bremer, Managing Director (Geschäftsführerin)
Telephone: +49 (69) 555-8300
Email: kbremer@ironhaven-frankfurt.de
Individual Lender Notice Addresses
Individual notice addresses for each Lender are as set forth in Schedule I to this Note. In the event of any change in a Lender's notice information, such Lender shall promptly notify the Administrative Agent in writing, and the Administrative Agent shall update the register maintained pursuant to the Credit Agreement accordingly.
EXHIBIT A
FORM OF INDIVIDUAL PROMISSORY NOTE
(Optional Issuance)
The following is the form of Individual Promissory Note that may be issued, upon the written request of any Lender, substantially in the form set forth below, in substitution for such Lender's interest in the Master Form Promissory Note dated June 3, 2024. The issuance of an Individual Promissory Note shall not create any obligation of the Borrower or the Co-Borrower independent of or in addition to the obligations evidenced by the Master Form Promissory Note and arising under the Credit Agreement. Upon issuance of an Individual Promissory Note to any Lender, such Lender's interest in the Master Form Promissory Note shall be deemed to be reduced by the principal amount of such Individual Promissory Note, and Schedule I to the Master Form Promissory Note shall be deemed amended accordingly.