CONSTRUCTION LOAN AGREEMENT
$390,000,000 Senior Secured Construction Loan Facility
dated as of
October 15, 2025
among
STONEBRIDGE CAMPUS HOLDINGS LLC, a Virginia limited liability company, as Borrower,
SUMMIT NATIONAL BANK, N.A., a national banking association, as Administrative Agent,
SUMMIT NATIONAL BANK, N.A., as a Lender,
CASCADE COMMERCIAL LENDING CORP., a Delaware corporation, as a Lender,
and
HARBORVIEW TRUST COMPANY, a Connecticut-chartered trust company, as a Lender
Project: Stonebridge Data Center Campus Loudoun County, Virginia
Summit Loan Commitment Reference No. CL-2025-VA-04418
CONFIDENTIAL — This Construction Loan Agreement and all exhibits and schedules hereto contain confidential and proprietary information. Distribution, reproduction, or disclosure to any person other than the parties hereto and their respective legal, financial, and tax advisors is strictly prohibited without the prior written consent of the Administrative Agent.
RECITALS
WHEREAS, Stonebridge Campus Holdings LLC (the "Borrower") is a single-purpose Virginia limited liability company wholly owned by Ironhaven Data Centers LLC, a Delaware limited liability company ("IHDC" or the "Guarantor"), headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147;
WHEREAS, IHDC is a portfolio company of Ridgeline Capital Partners Fund IV, LP ("Ridgeline Fund IV" or the "Sponsor"), a Delaware limited partnership with approximately $3.8 billion in committed capital, managed by Ridgeline Capital Management LLC (Julian Hargrove, Managing Partner). Ridgeline Fund IV holds a ninety-two percent (92%) equity interest in IHDC through RCP Digital Holdings LLC ("RCP Digital"), a Delaware limited liability company. The remaining eight percent (8%) of the equity interests in IHDC is held by Ironhaven Management Incentive Pool LLC, a Delaware limited liability company. Ridgeline Fund IV's internal investment identification number for the IHDC platform is RCP-IV-2025-DC-07;
WHEREAS, the Borrower has been formed for the sole purpose of acquiring, developing, constructing, owning, and operating the Stonebridge Data Center Campus (the "Project"), consisting of four (4) data center buildings (Buildings A through D, each approximately 120,000 square feet, with 24 MW of critical IT load per building), a central utility plant, structured parking, and related site improvements, with a total campus capacity of ninety-six (96) MW of critical IT load and a total gross floor area of approximately 480,000 square feet, all to be located on approximately 81.4 acres situated at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, in unincorporated Loudoun County, Virginia 20148, comprising the Stonebridge Parcel (62.0 acres, Loudoun County Tax Map Reference No. /95-4A-1///) and the Meridian Parcel (19.4 acres, Loudoun County Tax Map Reference No. /95-4A-2///);
WHEREAS, the total Project budget is Six Hundred Million and No/100 Dollars ($600,000,000), to be funded through a capital stack consisting of (i) Two Hundred Ten Million and No/100 Dollars ($210,000,000) in equity (representing thirty-five percent (35%) of the total Project cost) to be contributed by Ridgeline Fund IV and IHDC, and (ii) Three Hundred Ninety Million and No/100 Dollars ($390,000,000) in senior secured construction loan financing (representing sixty-five percent (65%) of the total Project cost) to be provided by the Lenders pursuant to the terms and conditions set forth herein;
WHEREAS, the Lenders have agreed, subject to the terms and conditions of this Agreement, to extend to the Borrower a senior secured construction loan facility in the aggregate principal amount of up to Three Hundred Ninety Million and No/100 Dollars ($390,000,000) for the purpose of financing the construction and development of the Project; and
WHEREAS, this Agreement is entered into with reference to Summit Loan Commitment Reference No. CL-2025-VA-04418.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, 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 INTERPRETATION
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below:
"Administrative Agent" means Summit National Bank, N.A., a national banking association organized and existing under the laws of the United States of America, with its principal offices for purposes of this Agreement located at 1275 Avenue of Commerce, 12th Floor, McLean, Virginia 22102, acting in its capacity as administrative agent for the Lenders hereunder, and its successors and assigns in such capacity.
"Advance" means each disbursement of Loan proceeds made by the Lenders to or for the account of the Borrower pursuant to Article II of this Agreement.
"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" (including the correlative terms "controlled by" and "under common control with") means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.
"Agreement" means this Construction Loan Agreement, as the same may be amended, restated, supplemented, or otherwise modified from time to time in accordance with the terms hereof.
"Anti-Corruption Laws" means the Foreign Corrupt Practices Act of 1977, as amended, the UK Bribery Act 2010, and all other applicable anti-corruption and anti-bribery laws, rules, and regulations of any jurisdiction applicable to the Borrower, the Guarantor, or the Sponsor.
"Applicable Margin" means two and 85/100 percent (2.85%) per annum, which is equivalent to two hundred eighty-five (285) basis points per annum.
"Appraisal" means the MAI appraisal of the Property prepared by Greystone Appraisal Partners, LLC (Janet Choi, MAI), setting forth the "as-is," "as-completed," and "as-completed and stabilized" values of the Property and the Project, such Appraisal to be prepared in accordance with the Uniform Standards of Professional Appraisal Practice (USPAP) and the requirements of the Financial Institutions Reform, Recovery, and Enforcement Act of 1989 (FIRREA), and to be dated not more than one hundred twenty (120) days prior to the Closing Date.
"Approved Budget" means the Project budget approved by the Administrative Agent in its reasonable discretion, as set forth on Schedule 1.1(b) attached hereto and made a part hereof, consisting of the following categories and amounts:
(a) Land Acquisition: $77,900,000;
(b) Entitlements, Proffers & Soft Costs: $14,200,000;
(c) EPC Hard Costs (GMP): $412,000,000;
(d) Power Infrastructure: $61,000,000;
(e) Contingency & Reserves: $34,900,000;
Total: $600,000,000.
The Approved Budget may be modified from time to time only with the prior written consent of the Administrative Agent, provided that reallocations among line items not exceeding five percent (5%) of any individual line item (and not exceeding the aggregate budget) may be made by the Borrower with written notice to the Administrative Agent but without the Administrative Agent's prior consent.
"Arrangement Fee" means one percent (1.00%) of the Total Commitments, which equals Three Million Nine Hundred Thousand and No/100 Dollars ($3,900,000), payable on the Closing Date.
"Assignment of Contracts" means the Collateral Assignment of Contracts, Permits, and Approvals executed by the Borrower in favor of the Administrative Agent, for the benefit of the Lenders, assigning to the Administrative Agent, as additional security for the Loan, all of the Borrower's right, title, and interest in and to the EPC Agreement, the LLSA, all architect agreements, all governmental permits and approvals (including the ZMOD Approval), and all other material project contracts.
"Assignment of Leases and Rents" means the Assignment of Leases and Rents executed by the Borrower in favor of the Administrative Agent, for the benefit of the Lenders, assigning all present and future leases, subleases, licenses, and rents from tenants or other occupants of the Project.
"Borrower" means Stonebridge Campus Holdings LLC, a Virginia limited liability company formed for the single purpose of acquiring, developing, constructing, owning, and operating the Project, whose employer identification number is to be obtained upon formation.
"Borrower's Closing Certificate" means the certificate delivered by the Borrower on the Closing Date in the form of Exhibit C hereto.
"Borrower's Counsel" means Calderwood & Harkness LLP, with offices at 1900 K Street NW, Suite 800, Washington, DC 20006 (lead partner: Douglas Fairchild; associate: Angela Fontaine), Calderwood & Harkness Matter No. 1043-00002.
"Builder's Risk Policy" means the builder's risk insurance policy in the amount of Four Hundred Twelve Million and No/100 Dollars ($412,000,000), issued by Great Basin Surety & Insurance Corp., with a deductible of Two Hundred Fifty Thousand and No/100 Dollars ($250,000) per occurrence, covering the Project during the course of construction.
"Business Day" means any day other than a Saturday, Sunday, or other day on which commercial banks in McLean, Virginia, New York, New York, or Philadelphia, Pennsylvania are authorized or required by law to close, and, when used in connection with a determination of Term SOFR or any SOFR-related calculation, a day on which the Securities Industry and Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be open for the transaction of business, and on which the Federal Reserve Bank of New York is open for business.
"Carry Guaranty" means the Carry Guaranty, also referred to as the Payment Guaranty, executed by IHDC in favor of the Administrative Agent, for the benefit of the Lenders, pursuant to which IHDC guarantees the payment of interest, fees, and carrying costs during the Draw Period and any extension period.
"Cascade" means Cascade Commercial Lending Corp., a Delaware corporation, with its principal offices located at 500 Market Street, Suite 3200, Philadelphia, Pennsylvania 19103.
"Casualty" means any damage or destruction of the Property or any portion thereof by fire, flood, earthquake, windstorm, or any other cause or hazard.
"Change of Control" shall mean any transaction or series of related transactions resulting in: (a) Ridgeline Capital Partners Fund IV, LP (directly or indirectly through one or more intermediate entities, including RCP Digital Holdings LLC) ceasing to hold at least fifty-one percent (51%) of the equity interests in the Borrower or the Guarantor; (b) IHDC ceasing to be the sole member and manager of the Borrower; or (c) any Person other than the Sponsor and its Affiliates acquiring the power to direct or cause the direction of the management and policies of the Borrower or the Guarantor, whether through the ownership of equity interests, by contract, by operation of law, or otherwise.
"Closing Date" means the date on which all conditions precedent set forth in Section 4.1 of this Agreement have been satisfied or waived and the initial Advance is available for funding, which date is targeted to be October 15, 2025.
"Collateral" means, collectively, all property, assets, and rights encumbered, pledged, assigned, or otherwise granted as security for the Loan, as more particularly described in Section 3.1 of this Agreement, including, without limitation, the Property, the Deed of Trust, the Assignment of Leases and Rents, the Pledge Agreement, the Assignment of Contracts, all reserve accounts, operating accounts, and proceeds accounts, and all proceeds and products of any of the foregoing.
"Commitment" means, with respect to each Lender, the maximum amount that such Lender has severally agreed to advance under this Agreement, as set forth on Schedule 1.1(a), as the same may be reduced from time to time in accordance with the terms hereof.
"Commitment Percentage" means, with respect to each Lender, the percentage obtained by dividing such Lender's Commitment by the Total Commitments, as set forth on Schedule 1.1(a).
"Completion Date" means the date of Substantial Completion of the final Building to be completed (Buildings B through D, with a target date of November 1, 2027), as certified by the Construction Consultant and confirmed by the Administrative Agent.
"Completion Guaranty" means the Completion Guaranty executed by IHDC in favor of the Administrative Agent, for the benefit of the Lenders, pursuant to which IHDC guarantees the timely completion of the Project in accordance with the Plans and Specifications and the Approved Budget.
"Compliance Certificate" means the quarterly compliance certificate in the form of Exhibit D attached hereto.
"Condemnation" means any taking or threatened taking of all or any portion of the Property by any governmental authority or other Person having the power of eminent domain, whether by condemnation, eminent domain, or otherwise.
"Construction Consultant" means Kestrel Infrastructure Advisors, LLC (Diane Prescott, Principal), an independent third-party construction consulting firm retained by the Administrative Agent to serve as the owner's representative and project manager for purposes of monitoring construction progress, reviewing draw requests, and providing periodic reports to the Administrative Agent and the Lenders.
"Deed of Trust" means the Deed of Trust, Assignment of Leases and Rents, and Security Agreement executed by the Borrower as grantor in favor of the trustee named therein, for the benefit of the Administrative Agent and the Lenders, encumbering the Property and to be recorded in the land records of Loudoun County, Virginia, creating a first-priority lien on the Property to secure the Loan and all other obligations arising under the Loan Documents.
"Default" means any event or condition that, with the passage of time, the giving of notice, or both, would constitute an Event of Default.
"Default Rate" means a rate of interest per annum equal to two percent (2.00%) above the rate of interest otherwise applicable to the Loan at the time of such default.
"Draw Period" means the period of thirty-six (36) months commencing on the date of the first Advance, during which period the Borrower may request and receive Advances under this Agreement.
"Draw Request" means a written request for an Advance submitted by the Borrower to the Administrative Agent in the form of Exhibit B attached hereto, together with all required supporting documentation.
"Environmental Indemnity Agreement" means the Environmental Indemnity Agreement executed by the Borrower and IHDC in favor of the Administrative Agent and the Lenders, pursuant to which the Borrower and IHDC jointly and severally agree to indemnify the Administrative Agent and the Lenders from and against all losses, liabilities, damages, claims, and expenses arising out of or relating to any Hazardous Materials on, under, or affecting the Property.
"Environmental Laws" means all federal, state, and local laws, statutes, ordinances, rules, regulations, and orders relating to the protection of the environment, natural resources, or human health and safety, including, without limitation, the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the Clean Water Act, the Clean Air Act, the Toxic Substances Control Act, and all analogous state statutes and regulations of the Commonwealth of Virginia.
"EPC Agreement" means that certain Guaranteed Maximum Price Construction Agreement between the Borrower and Titan-McAllister Construction Group, LLC ("TMCG"), a Maryland limited liability company, with offices at 7900 Harkins Road, Suite 100, Lanham, Maryland 20706, in the amount of the GMP, as the same may be amended, modified, or supplemented from time to time with the prior written consent of the Administrative Agent.
"EPC Contractor" means Titan-McAllister Construction Group, LLC, a Maryland limited liability company. The president of TMCG is Raymond Okafor, and the Senior Vice President, Data Center Programs, is Michelle Tran.
"Equity Contribution" means the aggregate equity capital in the amount of Two Hundred Ten Million and No/100 Dollars ($210,000,000) to be contributed by the Sponsor and/or IHDC to the Borrower in accordance with the Equity Contribution Agreement and this Agreement.
"Equity Contribution Agreement" means the Equity Contribution Agreement between Ridgeline Capital Partners Fund IV, LP and IHDC, setting forth the terms and conditions of the equity contributions to the Borrower.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended.
"Event of Default" has the meaning set forth in Section 9.1 of this Agreement.
"Extension Option" means the option of the Borrower to extend the Maturity Date for one (1) additional period of twelve (12) months, subject to the satisfaction of the conditions set forth in Section 2.9 of this Agreement.
"FCPA" means the Foreign Corrupt Practices Act of 1977, as amended.
"GAAP" means generally accepted accounting principles in the United States of America, consistently applied.
"GMP" means the Guaranteed Maximum Price of Four Hundred Twelve Million and No/100 Dollars ($412,000,000) established under the EPC Agreement, representing the maximum price payable to the EPC Contractor for the construction of the Project (exclusive of land costs, soft costs, power infrastructure, and contingency).
"Governmental Authority" means any federal, state, county, municipal, or other governmental department, commission, board, bureau, agency, authority, instrumentality, or court, domestic or foreign, including, without limitation, the Board of Supervisors of Loudoun County, Virginia.
"Guarantor" means Ironhaven Data Centers LLC, a Delaware limited liability company (EIN: 84-3291057; Virginia State Corporation Commission Entity ID: S7491283), headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147.
"Harborview" means Harborview Trust Company, a Connecticut-chartered trust company, with its principal offices located at 200 Constitution Plaza, Suite 1400, Hartford, Connecticut 06103.
"Hazardous Materials" means any substance, material, or waste that is or becomes regulated as hazardous, toxic, or a pollutant or contaminant under any Environmental Law, including, without limitation, petroleum and petroleum products, asbestos and asbestos-containing materials, polychlorinated biphenyls, pesticides, and per- and polyfluoroalkyl substances (PFAS).
"IHDC" means Ironhaven Data Centers LLC, a Delaware limited liability company.
"Lender" means each of Summit National Bank, N.A., Cascade Commercial Lending Corp., and Harborview Trust Company, and their respective successors and assigns, and "Lenders" means all of the foregoing collectively.
"Lender's Counsel" means Redmond & Calloway LLP, with offices at 8300 Greensboro Drive, Suite 1100, McLean, Virginia 22102 (lead partner: Victor Redmond).
"Lien" means any mortgage, deed of trust, pledge, hypothecation, assignment for security, security interest, encumbrance, levy, lien (statutory or otherwise), charge, or other security arrangement of any kind.
"Line Extension Contribution" means the sum of Eighteen Million Five Hundred Thousand and No/100 Dollars ($18,500,000), payable by the Borrower to Vantage Power Cooperative for the construction of power line extension and substation infrastructure necessary to serve the Project.
"LLSA" means the Large Load Service Agreement between the Borrower and Vantage Power Cooperative (VPC Service Application No. LSA-2025-0091) for 120 MVA of contracted demand under a ten (10)-year term commencing upon initial energization.
"Loan" means the construction loan in the aggregate principal amount of up to Three Hundred Ninety Million and No/100 Dollars ($390,000,000) made by the Lenders to the Borrower pursuant to this Agreement.
"Loan Documents" means, collectively, this Agreement, the Note, the Deed of Trust, the Pledge Agreement, the Completion Guaranty, the Carry Guaranty, the Environmental Indemnity Agreement, the Assignment of Contracts, the Assignment of Leases and Rents, the Equity Contribution Agreement, and all other documents, instruments, and agreements executed and delivered in connection with the Loan, as each may be amended, restated, supplemented, or otherwise modified from time to time.
"Loan-to-Cost Ratio" means, at any time, the ratio of (a) the outstanding principal balance of the Loan to (b) the Total Project Cost, expressed as a percentage, which ratio shall not exceed sixty-five percent (65%) at any time.
"Material Adverse Change" or "Material Adverse Effect" means any event, circumstance, condition, development, or occurrence that, individually or in the aggregate, has had, or could reasonably be expected to have, a material adverse effect on (a) the financial condition, business, operations, or prospects of the Borrower, the Guarantor, or the Sponsor, (b) the ability of the Borrower or the Guarantor to perform their respective obligations under any of the Loan Documents, (c) the legality, validity, binding effect, or enforceability of any of the Loan Documents, (d) the value of the Property or the Collateral, or (e) the rights and remedies of the Administrative Agent and the Lenders under the Loan Documents.
"Maturity Date" means the date that is forty-eight (48) months from the Closing Date, or, if the Extension Option is exercised in accordance with Section 2.9, the Extended Maturity Date.
"Meridian Parcel" means that certain parcel of land containing approximately 19.4 acres, identified as Loudoun County Tax Map Reference No. /95-4A-2///, acquired by the Borrower from Meridian Acres LLC (Theodore Ashford, Managing Member), whose address is 3401 Old Ox Road, Sterling, Virginia 20166, for a purchase price of Nineteen Million Four Hundred Thousand and No/100 Dollars ($19,400,000), as more particularly described in Exhibit F hereto.
"Minimum Equity Contribution" means twenty-five percent (25%) of the total Equity Contribution, which equals Fifty-Two Million Five Hundred Thousand and No/100 Dollars ($52,500,000), required to be funded by the Borrower and verified by the Administrative Agent prior to the first Advance.
"Note" means the Promissory Note in the form of Exhibit A hereto, in the principal amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000), executed by the Borrower and payable to the order of the Administrative Agent, for the ratable benefit of the Lenders, evidencing the Loan.
"NTP" means Notice to Proceed under the EPC Agreement, with a target date of November 1, 2025.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"Payment Bond" means the payment bond in the amount of Four Hundred Twelve Million and No/100 Dollars ($412,000,000) (representing one hundred percent (100%) of the GMP) issued by Great Basin Surety & Insurance Corp. on behalf of the EPC Contractor in favor of the Borrower.
"Performance Bond" means the performance bond in the amount of Four Hundred Twelve Million and No/100 Dollars ($412,000,000) (representing one hundred percent (100%) of the GMP) issued by Great Basin Surety & Insurance Corp. on behalf of the EPC Contractor in favor of the Borrower.
"Permitted Exceptions" means those exceptions to title set forth on Schedule B to the Lender's title insurance policy that have been approved by the Administrative Agent.
"Person" means any individual, corporation, limited liability company, partnership, limited partnership, joint venture, trust, unincorporated association, Governmental Authority, or other entity.
"Plans and Specifications" means the plans and specifications for the construction of the Project as approved by the Administrative Agent, together with all amendments and modifications thereto approved by the Administrative Agent.
"Pledge Agreement" means the Pledge Agreement executed by IHDC in favor of the Administrative Agent, for the benefit of the Lenders, pursuant to which IHDC pledges one hundred percent (100%) of the membership interests in Stonebridge Campus Holdings LLC as security for the obligations under the Loan Documents.
"Project" means the Stonebridge Data Center Campus, comprising four (4) data center buildings (Buildings A through D, each approximately 120,000 square feet, with 24 MW of critical IT load per building), a central utility plant, structured parking, and site civil improvements, with a total campus capacity of ninety-six (96) MW of critical IT load and a total gross floor area of approximately 480,000 square feet, all to be constructed on the Property in Loudoun County, Virginia.
"Property" means, collectively, the Stonebridge Parcel and the Meridian Parcel, totaling approximately 81.4 acres in Loudoun County, Virginia, as more particularly described in Exhibit F hereto.
"RCP Digital" means RCP Digital Holdings LLC, a Delaware limited liability company, through which Ridgeline Capital Partners Fund IV, LP holds its equity interest in IHDC.
"Required Lenders" means, at any time, Lenders holding more than fifty percent (50%) of the aggregate outstanding Commitments (or, if the Commitments have been terminated, more than fifty percent (50%) of the aggregate outstanding principal balance of the Loan).
"Sanctions" means economic or financial sanctions or trade embargoes imposed, administered, or enforced by (a) the United States government (including those administered by OFAC or the U.S. Department of State), (b) the United Nations Security Council, (c) the European Union, or (d) Her Majesty's Treasury of the United Kingdom.
"SOFR" means the Secured Overnight Financing Rate, as published by the Federal Reserve Bank of New York (or a successor administrator), as the administrator of the benchmark (or a successor administrator).
"SOFR Floor" means zero and 50/100 percent (0.50%) per annum. In no event shall Term SOFR be deemed to be less than the SOFR Floor.
"Sponsor" means Ridgeline Capital Partners Fund IV, LP, a Delaware limited partnership with approximately Three Billion Eight Hundred Million Dollars ($3,800,000,000) in committed capital, managed by Ridgeline Capital Management LLC (Julian Hargrove, Managing Partner). Investment identification number: RCP-IV-2025-DC-07.
"Stabilization" means the achievement of eighty-five percent (85%) leased occupancy of the Project, based on executed lease agreements with creditworthy tenants, with a target date of the second quarter of 2028.
"Stonebridge Parcel" means that certain parcel of land containing approximately 62.0 acres, identified as Loudoun County Tax Map Reference No. /95-4A-1///, acquired by the Borrower from Blackthorn Realty Group, Inc. (Donald R. Whitaker, President), whose address is 112 East Market Street, Suite 400, Leesburg, Virginia 20176, for a purchase price of Fifty-Eight Million Five Hundred Thousand and No/100 Dollars ($58,500,000), as more particularly described in Exhibit F hereto.
"Substantial Completion" has the meaning given to such term in the EPC Agreement, and shall mean, with respect to each Building, the completion of all work required under the EPC Agreement for such Building to a degree that such Building can be utilized for its intended purpose, as certified by the architect of record and confirmed by the Construction Consultant. The target Substantial Completion dates are: Building A — August 1, 2027; Buildings B through D — November 1, 2027.
"Term SOFR" means, for a specified interest period, the forward-looking term rate based on SOFR, as published by CME Group Benchmark Administration Limited (or a successor administrator acceptable to the Administrative Agent) and selected or recommended by the Relevant Governmental Body for the applicable tenor.
"Title Company" means Fidelitas Title & Escrow, Inc., located at 44121 Harry Byrd Highway, Suite 120, Ashburn, Virginia 20147.
"Title Insurer" means Sovereign Title Insurance Company.
"Total Commitments" means Three Hundred Ninety Million and No/100 Dollars ($390,000,000), being the aggregate of all Commitments of the Lenders.
"Total Project Cost" means Six Hundred Million and No/100 Dollars ($600,000,000), being the total estimated cost of the Project as set forth in the Approved Budget.
"Unused Commitment Fee" means a fee equal to zero and 50/100 percent (0.50%) per annum on the daily average undrawn portion of the Total Commitments, computed on an actual/360 basis and payable quarterly in arrears.
"ZMOD Approval" means the approval by the Loudoun County Board of Supervisors of the Zoning Modification Application filed by the Borrower (expected docket number ZMOD-2025-0038), with a target approval date of October 2025, authorizing the construction and operation of the Project on the Property in accordance with the applicable zoning district regulations.
Section 1.2 — Rules of Interpretation
Unless the context otherwise requires, the following rules of interpretation shall apply to this Agreement and each of the other Loan Documents:
(a) All references to Articles, Sections, Schedules, and Exhibits are to Articles, Sections, Schedules, and Exhibits of this Agreement unless otherwise specified.
(b) The words "hereof," "herein," "hereunder," and words of similar import shall refer to this Agreement as a whole and not to any particular provision of this Agreement.
(c) Definitions of terms shall apply equally to the singular and plural forms of the terms defined, and references to the masculine, feminine, or neuter gender shall include each other gender, as the context may require.
(d) The words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation" whether or not such phrase is expressly stated.
(e) All references to statutes, laws, regulations, and ordinances shall be deemed to include all amendments thereto and all successor statutes, laws, regulations, and ordinances.
(f) Headings and captions are for convenience of reference only and shall not affect the interpretation or construction of any provision of this Agreement.
(g) All references to "days" shall mean calendar days unless "Business Days" is specified.
(h) All references to "$" or "Dollars" shall mean United States Dollars.
(i) All references to times of day shall mean Eastern Time unless otherwise specified.
(j) References to the laws of the Commonwealth of Virginia shall include the Virginia Uniform Commercial Code, as applicable.
(k) In the computation of periods of time from a specified date to a later specified date, the word "from" means "from and including" and the words "to" and "until" each mean "to but excluding."
Section 1.3 — Accounting Terms
All accounting terms not specifically or completely defined herein shall be interpreted, and all financial data required to be submitted pursuant to this Agreement shall be prepared, in accordance with GAAP as in effect from time to time, consistently applied. If any change in GAAP after the date hereof results in a change in the computation of any financial covenant, standard, or term contained in this Agreement, the Borrower and the Administrative Agent shall negotiate in good faith to amend such covenant, standard, or term to reflect such change in GAAP so that the criteria for evaluating the financial condition of the Borrower and the Guarantor shall be the same after such change as they were before such change. Until such amendment is agreed upon, the affected covenant, standard, or term shall be computed in accordance with GAAP as in effect immediately prior to such change. All tax and audit services for IHDC and the Borrower are provided by Fielding & Associates, CPAs (Robert Fielding, CPA), and the audited financial statements of IHDC shall be prepared in coordination with such firm.
ARTICLE II — THE LOAN
Section 2.1 — Commitments
(a) Subject to the terms and conditions set forth herein, each Lender severally (and not jointly) agrees to make Advances to the Borrower during the Draw Period in an aggregate principal amount not to exceed such Lender's Commitment, as follows:
(b) The obligation of each Lender to make Advances is a several obligation, and no Lender shall be responsible for the failure of any other Lender to make its Advance. The failure of any Lender to make an Advance shall not relieve any other Lender of its obligation to make its Advance pursuant to its Commitment.
(c) Each Advance shall be funded by the Lenders pro rata based on each Lender's Commitment Percentage. The Administrative Agent shall promptly notify each Lender of the amount of each proposed Advance and such Lender's pro rata share thereof.
(d) Amounts repaid or prepaid in respect of the Loan may not be reborrowed.
Section 2.2 — Note
(a) The Loan shall be evidenced by a single Promissory Note substantially in the form of Exhibit A attached hereto (the "Note"), in the principal amount of Three Hundred Ninety Million and No/100 Dollars ($390,000,000), executed by the Borrower and payable to the order of the Administrative Agent, for the ratable benefit of the Lenders.
(b) The Note shall bear interest at the rate set forth in Section 2.3 hereof and shall mature on the Maturity Date.
(c) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender resulting from each Advance made by such Lender and each payment of principal and interest received by such Lender. The entries made in such accounts shall be prima facie evidence of the existence and amounts of the obligations of the Borrower therein recorded, absent manifest error; provided, however, that the failure of any Lender to maintain such accounts or any error therein shall not in any manner affect the obligations of the Borrower to repay the Loan in accordance with the terms hereof.
Section 2.3 — Interest Rate
(a) Base Rate. The Loan shall bear interest at a per annum rate equal to Term SOFR for one-month interest periods, as published by CME Group Benchmark Administration Limited (or a successor administrator acceptable to the Administrative Agent), plus the Applicable Margin.
(b) SOFR Floor. In no event shall Term SOFR for any interest period be deemed to be less than zero and 50/100 percent (0.50%) per annum (the "SOFR Floor"). If Term SOFR for any interest period as determined in accordance with the foregoing provisions would be less than the SOFR Floor, then Term SOFR for such interest period shall be deemed to be the SOFR Floor.
(c) Applicable Margin. The Applicable Margin shall be two and 85/100 percent (2.85%) per annum.
(d) All-in Rate. The all-in interest rate on the Loan shall be Term SOFR (subject to the SOFR Floor) plus 2.85% per annum.
(e) Default Rate. Upon the occurrence and during the continuance of any Event of Default, the outstanding principal balance of the Loan, and to the extent permitted by applicable law, all accrued but unpaid interest and any other amounts due and payable under the Loan Documents, shall bear interest at the Default Rate, which shall be a rate per annum equal to two percent (2.00%) above the rate of interest otherwise applicable to the Loan at such time. The Default Rate shall apply automatically upon the occurrence of an Event of Default described in Section 9.1(e) (Bankruptcy/Insolvency) and, in the case of all other Events of Default, upon written notice from the Administrative Agent to the Borrower.
(f) Computation of Interest. All interest shall be computed on the basis of a 360-day year and charged for the actual number of days elapsed (including the first day but excluding the last day). Each determination of the applicable interest rate by the Administrative Agent shall be conclusive and binding, absent manifest error.
(g) Interest Payment Dates. Accrued interest on the Loan shall be payable monthly in arrears on the first Business Day of each calendar month, commencing on the first such date following the date of the first Advance, and on the Maturity Date (or Extended Maturity Date, if applicable).
Section 2.4 — Fees
(a) Arrangement Fee. The Borrower shall pay to the Administrative Agent, for the pro rata account of the Lenders, an arrangement fee in an amount equal to one percent (1.00%) of the Total Commitments, which equals Three Million Nine Hundred Thousand and No/100 Dollars ($3,900,000) ($390,000,000 × 1.00% = $3,900,000). The Arrangement Fee shall be fully earned and non-refundable upon payment and shall be payable on the Closing Date. The Arrangement Fee shall be allocated among the Lenders in accordance with their respective Commitment Percentages.
(b) Unused Commitment Fee. The Borrower shall pay to the Administrative Agent, for the pro rata account of the Lenders, an unused commitment fee equal to zero and 50/100 percent (0.50%) per annum on the daily average undrawn portion of the Total Commitments during each quarterly period. The Unused Commitment Fee shall be calculated on an actual/360 basis and shall be payable quarterly in arrears, commencing on the first quarterly date following the Closing Date (i.e., the first Business Day of the first full calendar quarter following the Closing Date), and continuing on the first Business Day of each subsequent calendar quarter and on the Maturity Date or, if the Commitments are terminated prior to the Maturity Date, on the date of such termination. For the avoidance of doubt, the Unused Commitment Fee shall cease to accrue on the earlier of (i) the date on which the Total Commitments are fully drawn and (ii) the termination of the Commitments.
(c) Administrative Agent Fee. The Borrower shall pay to the Administrative Agent, for its own account, an annual administrative fee in the amount separately agreed upon between the Borrower and the Administrative Agent. Such fee shall be payable annually in advance on the Closing Date and on each anniversary thereof during the term of the Loan.
Section 2.5 — Advances / Draw Procedures
(a) Draw Requests. The Borrower shall deliver a Draw Request to the Administrative Agent not less than five (5) Business Days prior to the requested Advance date. Each Draw Request shall be substantially in the form of Exhibit B attached hereto and shall be accompanied by the following:
(i) the amount of the requested Advance;
(ii) a detailed description of the purpose of the requested Advance, with line-item detail referencing the applicable categories of the Approved Budget;
(iii) a certification by a duly authorized officer of the Borrower (or of IHDC, acting in its capacity as the sole member and manager of the Borrower) that (A) no Default or Event of Default exists as of the date of the Draw Request or will exist after giving effect to the requested Advance, (B) all representations and warranties contained in the Loan Documents are true and correct in all material respects as of the date of the Draw Request (except for representations and warranties that relate specifically to an earlier date, which shall be true and correct as of such earlier date), and (C) the Borrower is in compliance with all covenants set forth in the Loan Documents;
(iv) an updated cost-to-complete analysis, in reasonable detail, demonstrating that the remaining funds available under the Loan and the remaining unfunded Equity Contribution (together with any contingency and reserves available under the Approved Budget) are sufficient to complete the construction of the Project in accordance with the Plans and Specifications and the Approved Budget;
(v) confirmation that, after giving effect to the requested Advance, the Loan-to-Cost Ratio will not exceed sixty-five percent (65%);
(vi) copies of all invoices, requisitions, and supporting documentation for the costs and expenses for which reimbursement or payment is sought;
(vii) a schedule of values and percentage of completion for each line item in the Approved Budget; and
(viii) such other information and documentation as the Administrative Agent may reasonably require.
(b) Construction Consultant Inspection. Prior to the funding of each Advance (other than the initial Advance), the Administrative Agent shall engage the Construction Consultant (Kestrel Infrastructure Advisors, LLC; Diane Prescott, Principal) to conduct an on-site inspection of the Project and to verify the progress of construction and the accuracy of the information set forth in the Draw Request. The Construction Consultant shall deliver a written report to the Administrative Agent confirming (i) the percentage of completion of the Project, (ii) the consistency of construction progress with the construction schedule and the Approved Budget, and (iii) the reasonableness of the amounts requested in the Draw Request. The costs and expenses of the Construction Consultant shall be borne by the Borrower.
(c) Disbursement. Upon satisfaction of the conditions set forth in this Section 2.5 and Section 4.2, the Administrative Agent shall notify the Lenders of the approved Advance amount and each Lender's pro rata share thereof. Each Lender shall fund its pro rata share of the Advance to the Administrative Agent, and the Administrative Agent shall disburse the proceeds of the Advance through the Title Company (Fidelitas Title & Escrow, Inc.) or directly to the EPC Contractor, as designated by the Borrower and approved by the Administrative Agent.
(d) Limitation on Advances. No Advance shall be made that would cause the aggregate outstanding principal amount of all Advances to exceed Three Hundred Ninety Million and No/100 Dollars ($390,000,000). Additionally, no Advance shall be made after the expiration of the Draw Period.
(e) Frequency. The Borrower may submit Draw Requests no more frequently than once per calendar month, unless otherwise agreed by the Administrative Agent.
Section 2.6 — Equity Contribution Requirements
(a) Minimum Equity Contribution. The Minimum Equity Contribution of Fifty-Two Million Five Hundred Thousand and No/100 Dollars ($52,500,000), representing twenty-five percent (25%) of the total Equity Contribution of Two Hundred Ten Million and No/100 Dollars ($210,000,000), must be funded by the Borrower and verified by the Administrative Agent prior to the first Advance. Evidence of the Minimum Equity Contribution shall include copies of bank statements, wire transfer confirmations, and a certification executed by the Guarantor confirming the amount and source of the equity funds.
(b) Pari Passu Funding. Following the funding of the Minimum Equity Contribution and the initial Advance, equity and Loan proceeds shall be drawn on a pari passu basis, or in such other proportions as the Administrative Agent may approve in its reasonable discretion, in each case maintaining the overall ratio of thirty-five percent (35%) equity to sixty-five percent (65%) debt as set forth in the Approved Budget and the capital stack set forth on Schedule 1.1(c). The Administrative Agent may, in its reasonable discretion, permit temporary deviations from the strict pari passu funding sequence, provided that the Borrower returns to compliance with the required equity-to-debt ratio within sixty (60) days.
(c) Evidence. The Borrower shall deliver to the Administrative Agent, concurrently with each Draw Request, a certification and supporting documentation demonstrating the cumulative equity contributions made to date and confirming that the required equity-to-debt funding proportions have been maintained.
Section 2.7 — Repayment / Amortization
(a) Interest-Only. During the Draw Period and any extension period, the Loan shall be interest-only, with accrued interest payable monthly in arrears as set forth in Section 2.3(g).
(b) Maturity. All outstanding principal, together with all accrued and unpaid interest, fees, and all other amounts due and payable under the Loan Documents, shall be due and payable in full on the Maturity Date (or, if the Extension Option has been exercised in accordance with Section 2.9, on the Extended Maturity Date).
(c) No Scheduled Amortization. There shall be no scheduled amortization of principal during the term of the Loan.
Section 2.8 — Prepayment
(a) Voluntary Prepayment. The Borrower may prepay the Loan in whole or in part at any time upon not less than ten (10) Business Days' prior written notice to the Administrative Agent, without premium or penalty, except that the Borrower shall be responsible for any breakage costs, if any, resulting from the prepayment of a SOFR-based borrowing on a date other than the last day of the applicable interest period. Each partial prepayment shall be in a minimum principal amount of Five Million and No/100 Dollars ($5,000,000) and in integral multiples of One Million and No/100 Dollars ($1,000,000) in excess thereof. All voluntary prepayments shall be applied pro rata to the Lenders in accordance with their respective Commitment Percentages. Each notice of voluntary prepayment shall be irrevocable and shall specify the prepayment date and the principal amount to be prepaid. Amounts prepaid may not be reborrowed.
(b) Mandatory Prepayment.
(i) Change of Control. Upon the occurrence of a Change of Control of the Borrower or the Guarantor, the Borrower shall be required to prepay the Loan in full, together with all accrued and unpaid interest and all other amounts due under the Loan Documents, within thirty (30) days of such event. For purposes of this clause, a "Change of Control" is as defined in Section 1.1. The Borrower shall promptly notify the Administrative Agent in writing upon becoming aware of any event or circumstance that could reasonably be expected to constitute a Change of Control.
(ii) Casualty / Condemnation. In the event of any Casualty or Condemnation affecting the Property or any portion thereof, the net proceeds received by the Borrower (after deduction of reasonable costs and expenses of collection) in excess of Five Million and No/100 Dollars ($5,000,000) shall, at the election of the Administrative Agent (acting at the direction of the Required Lenders), either (A) be applied to the outstanding principal balance of the Loan, or (B) be held in an escrow account under the control of the Administrative Agent and disbursed for the restoration or repair of the Property, in each case in accordance with the terms and conditions set forth in the Deed of Trust.
(iii) Asset Sales. The net proceeds received by the Borrower from any permitted sale, transfer, or other disposition of any portion of the Property or other Collateral (after deduction of reasonable costs and expenses of such sale) shall be applied to the outstanding principal balance of the Loan in the inverse order of maturity.
All mandatory prepayments shall be applied pro rata to the Lenders in accordance with their respective Commitment Percentages.
Section 2.9 — Extension Option
(a) Extension. The Borrower shall have the option (the "Extension Option") to extend the Maturity Date for one (1) additional period of twelve (12) months (the "Extended Maturity Date"), subject to the satisfaction of each of the following conditions precedent:
(i) No Default. No Default or Event of Default shall exist as of the date of the Borrower's extension request or as of the date of the commencement of the extension period;
(ii) Extension Fee. The Borrower shall have paid to the Administrative Agent, for the pro rata account of the Lenders, an extension fee equal to zero and 25/100 percent (0.25%) of the outstanding principal balance of the Loan on the date of commencement of the extension period;
(iii) Substantial Completion of Building A. Substantial Completion of at least Building A shall have been achieved and certified by the Construction Consultant and confirmed by the Administrative Agent;
(iv) Updated Appraisal. The Borrower shall have delivered to the Administrative Agent an updated Appraisal prepared by an MAI-designated appraiser acceptable to the Administrative Agent, demonstrating compliance with the loan-to-value covenants set forth herein;
(v) DSCR. The Borrower shall have demonstrated, based on a pro forma analysis utilizing signed and executed leases in effect as of the date of the extension request, a Debt Service Coverage Ratio of not less than 1.25 to 1.00 (1.25x);
(vi) Documentation. The Borrower shall have executed and delivered to the Administrative Agent all documentation reasonably required by the Administrative Agent to effectuate the extension, including such amendments, endorsements, and updated legal opinions as the Administrative Agent may require; and
(vii) Timely Notice. The Borrower shall have delivered to the Administrative Agent irrevocable written notice of its election to exercise the Extension Option not less than sixty (60) days prior to the original Maturity Date.
(b) Determination. The determination by the Administrative Agent of whether the conditions precedent to the Extension Option have been satisfied shall be made in the Administrative Agent's reasonable discretion. The Extension Option may not be exercised more than once.
Section 2.10 — Payments Generally
(a) All payments of principal, interest, fees, and other amounts due under this Agreement shall be made in United States Dollars and in immediately available funds, without setoff, counterclaim, deduction, or withholding (except as required by law).