LARGE LOAD SERVICE AGREEMENT
between
STONEBRIDGE CAMPUS HOLDINGS LLC a Virginia limited liability company ("Customer")
and
VANTAGE POWER COOPERATIVE a Virginia electric cooperative ("Cooperative" or "VPC")
VPC Service Application No.: LSA-2025-0091
Draft — Target Execution: ____, 2025
DRAFT — FOR DISCUSSION PURPOSES ONLY — SUBJECT TO FURTHER NEGOTIATION. This draft does not constitute a binding offer or commitment by either party. The terms set forth herein are subject to further negotiation, internal approvals, and execution by authorized representatives of both parties.
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RECITALS
WHEREAS, Vantage Power Cooperative ("VPC") is a Virginia electric cooperative organized and existing under the Virginia Electric Cooperative Act, Va. Code § 56-209 et seq., with its principal offices located at 601 Sycolin Road SE, Leesburg, Virginia 20175, providing electric distribution and related services in western Loudoun County, Virginia, and portions of adjacent jurisdictions within its certificated service territory;
WHEREAS, Stonebridge Campus Holdings LLC ("Customer") is a Virginia limited liability company formed as a single-purpose entity and is wholly owned by Ironhaven Data Centers LLC, a Delaware limited liability company headquartered at 44680 Prentice Drive, Suite 200, Ashburn, Virginia 20147, which is in turn controlled by Ridgeline Capital Partners Fund IV, LP;
WHEREAS, Customer is developing a data center campus known as the "Stonebridge Data Center Campus" located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, unincorporated Loudoun County, Virginia 20148 (Loudoun County Tax Map References /95-4A-1/// and /95-4A-2///), consisting of four data center buildings with a total critical IT load of ninety-six megawatts (96 MW) and a total campus acreage of approximately eighty-one and four-tenths (81.4) acres (the "Campus");
WHEREAS, Customer requires large load electric service to the Campus with a contracted demand of one hundred twenty megavolt-amperes (120 MVA), which is equivalent to approximately one hundred twenty thousand kilowatts (120,000 kW) at unity power factor, representing ninety-six megawatts (96 MW) of critical IT load plus mechanical, cooling, and site overhead loads;
WHEREAS, VPC has agreed to design, construct, own, and operate a dedicated 230kV/34.5kV substation (the "Substation") on a portion of the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///) pursuant to a Substation Easement Agreement between the parties and a Line Extension Funding Agreement between the parties, each of which is being executed contemporaneously herewith or will be executed prior to the commencement of construction of the Substation;
WHEREAS, Customer has agreed to make a line extension contribution in the amount of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) toward the construction of the dedicated power line extension and substation infrastructure necessary to serve the Campus, as set forth in the Line Extension Funding Agreement;
WHEREAS, the parties desire to set forth the terms and conditions under which VPC will provide electric service to the Campus for a period of ten (10) years commencing from the energization of the primary Substation, with options for renewal as set forth herein; and
WHEREAS, the parties have negotiated this Large Load Service Agreement in good faith, and each party has had the opportunity to be represented by counsel in connection with the negotiation and execution hereof;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 — DEFINITIONS AND INTERPRETATION
Section 1.1 — Definitions
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Section 1.1 shall have the meanings ascribed to them elsewhere in this Agreement.
"Agreement" means this Large Load Service Agreement, including all exhibits and schedules attached hereto and incorporated herein by reference, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
"Billing Demand" means, for any applicable Billing Period, the higher of (a) the Contracted Demand (as may be adjusted pursuant to Section 3.3 and subject to the ramp-up provisions of Section 3.4) or (b) the actual peak demand measured during the applicable Billing Period at the Delivery Point, expressed in kilowatts (kW). The Billing Demand shall be determined based on the highest fifteen (15)-minute integrated demand recorded by VPC's metering equipment during the applicable Billing Period.
"Billing Period" means each calendar month during the Term, beginning on the first day and ending on the last day of such calendar month. In the case of the first and last Billing Periods of the Term, the Billing Period shall be the partial calendar month from the Commencement Date to the end of such month, or from the beginning of such month to the date of expiration or termination, as applicable.
"Campus" means the Stonebridge Data Center Campus, consisting of the Stonebridge Parcel (approximately 62.0 acres, Loudoun County Tax Map Reference /95-4A-1///) and the Meridian Parcel (approximately 19.4 acres, Loudoun County Tax Map Reference /95-4A-2///), located at the northeast corner of Belmont Ridge Road and Stonebridge Boulevard, unincorporated Loudoun County, Virginia 20148, as more particularly described in Exhibit A attached hereto.
"Commencement Date" means the date of Substation Energization, as determined in accordance with Section 2.1.
"Construction Loan Agreement" means that certain Construction Loan Agreement, dated as of or about the date hereof, among Customer, as borrower, Summit National Bank, N.A., as Administrative Agent, and the lenders party thereto from time to time, including Cascade Commercial Lending Corp. and Harborview Trust Company, as the same may be amended, restated, supplemented, or otherwise modified from time to time, Reference No. CL-2025-VA-04418.
"Contracted Demand" means one hundred twenty megavolt-amperes (120 MVA), which is equivalent to approximately one hundred twenty thousand kilowatts (120,000 kW) at unity power factor, as such Contracted Demand may be adjusted from time to time pursuant to Section 3.3.
"Customer" means Stonebridge Campus Holdings LLC, a Virginia limited liability company, and its permitted successors and assigns.
"Demand Charge" means the monthly demand charge payable by Customer to VPC as set forth in Section 5.1, calculated by multiplying the applicable Demand Charge rate (expressed in dollars per kilowatt per month) by the Billing Demand for the applicable Billing Period.
"Delivery Point" means the point of interconnection between VPC's distribution facilities and Customer's electrical infrastructure at the Campus, as specified and depicted in Exhibit B attached hereto. The Delivery Point shall serve as the ownership demarcation between VPC-owned facilities and Customer-owned facilities, as well as the location for revenue metering.
"Easement Agreement" means the Substation Easement Agreement between Customer and VPC, executed or to be executed contemporaneously herewith, granting VPC a non-exclusive easement on a portion of the Meridian Parcel for the construction, operation, and maintenance of the Substation.
"Energy Charge" means the monthly energy charge payable by Customer to VPC as set forth in Section 5.2, based on the at-cost pass-through of wholesale energy costs determined by reference to PJM day-ahead locational marginal pricing applicable to the VPC load zone.
"Energization Date" or "Substation Energization" means the date on which the Substation is first energized and capable of delivering power to the Delivery Point, as certified by VPC's engineering department upon successful completion of energization testing. The target Energization Date is June 1, 2027.
"Force Majeure" has the meaning set forth in Section 12.1.
"Good Utility Practice" means any of the practices, methods, techniques, and equipment, as changed from time to time, that are commonly used in prudent electric utility operations to design, construct, maintain, operate, and protect electric generation, transmission, and distribution systems and equipment, and which, in the exercise of reasonable judgment in light of the facts known or that should reasonably have been known at the time a decision is made, would have been expected to accomplish the desired result in a manner consistent with applicable law, regulation, codes, reliability, safety, environmental protection, economy, and expedition. Good Utility Practice is not intended to be limited to optimum practice, method, or act, to the exclusion of all others, but rather includes a spectrum of acceptable practices, methods, and acts generally accepted in the electric utility industry.
"Guarantor" means Ironhaven Data Centers LLC, a Delaware limited liability company, which is the sole member of Customer and has provided certain financial assurances in connection with this Agreement and the Construction Loan Agreement.
"Initial Term" means the period of ten (10) years commencing on the Commencement Date and ending on the tenth (10th) anniversary of the Commencement Date, unless earlier terminated in accordance with the provisions of this Agreement.
"Line Extension Contribution" means the contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) payable by Customer to VPC in accordance with the payment schedule set forth in the Line Extension Funding Agreement, which contribution shall fund the construction of the line extension and Substation infrastructure necessary to serve the Campus.
"Line Extension Funding Agreement" means the separate agreement between Customer and VPC governing the terms and conditions of the Line Extension Contribution, including the payment schedule, construction milestones, and cost reconciliation provisions, executed or to be executed contemporaneously herewith.
"LMP" means Locational Marginal Price, as determined by PJM Interconnection, L.L.C. in the day-ahead energy market for the applicable pricing node or load zone within which VPC's system operates.
"PJM" means PJM Interconnection, L.L.C., the regional transmission organization responsible for coordinating the movement of wholesale electricity in all or parts of thirteen states and the District of Columbia, or any successor regional transmission organization.
"Renewal Term" has the meaning set forth in Section 2.3.
"Service Application" means VPC Service Application No. LSA-2025-0091, as filed by Customer and accepted by VPC in connection with the provision of large load electric service to the Campus.
"Substation" means the dedicated 230kV/34.5kV substation to be designed, constructed, and installed on the Meridian Parcel by VPC, which Substation shall be owned and operated by VPC following the completion of construction. The Substation shall include all transformers, switchgear, protective relaying, control equipment, communications systems, fencing, grading, and ancillary facilities necessary for its operation.
"Term" means the Initial Term and any Renewal Terms, collectively, as applicable.
"VPC" means Vantage Power Cooperative, a Virginia electric cooperative organized and existing under the Virginia Electric Cooperative Act, and its permitted successors and assigns.
Section 1.2 — Rules of Interpretation
(a) All references in this Agreement to "Articles," "Sections," "Exhibits," and "Schedules" shall be deemed to refer to Articles, Sections, Exhibits, and Schedules of and to this Agreement, unless the context otherwise requires. All Exhibits and Schedules attached hereto are hereby incorporated into and made a part of this Agreement by reference.
(b) The headings and captions used in this Agreement are inserted for convenience of reference only and shall not affect the interpretation or construction of the provisions hereof.
(c) Unless the context otherwise requires: (i) the singular includes the plural and vice versa; (ii) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (iii) the word "or" is not exclusive; (iv) references to "days" mean calendar days unless "business days" are specified; and (v) references to a statute, regulation, or code include any amendment, modification, or successor thereto.
(d) This Agreement shall be interpreted and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict of laws principles, as set forth more fully in Section 19.1.
(e) In the event of any conflict between the body of this Agreement and any Exhibit or Schedule, the body of this Agreement shall control, unless the Exhibit or Schedule expressly provides otherwise.
(f) The parties acknowledge that each party and its counsel have reviewed and participated in the drafting of this Agreement, and accordingly, the rule of construction that ambiguities shall be construed against the drafter shall not apply to this Agreement.
ARTICLE 2 — TERM
Section 2.1 — Commencement Date
This Agreement shall become effective as of the date of execution by both parties (the "Effective Date"). However, the obligations of VPC to provide electric service and the obligations of Customer to pay Demand Charges, Energy Charges, and other charges set forth in Article 5 shall not commence until the Commencement Date, which shall be the Energization Date. The target Energization Date is June 1, 2027. VPC shall provide Customer with written notice of the actual Energization Date promptly upon the successful completion of energization testing. From and after the Effective Date and prior to the Commencement Date, the parties shall perform their respective obligations under Article 7 (Conditions Precedent to Service) and Article 4 (Substation and Infrastructure) to prepare for the timely delivery of electric service to the Campus.
Section 2.2 — Initial Term
The Initial Term of this Agreement shall be ten (10) years, commencing on the Commencement Date and expiring on the tenth (10th) anniversary of the Commencement Date, unless sooner terminated in accordance with the provisions of this Agreement. The obligations of Customer to pay Demand Charges and Energy Charges shall begin on the Commencement Date, subject to the ramp-up provisions set forth in Section 3.4. During the Initial Term, neither party may terminate this Agreement except as expressly provided in Sections 2.4 and 2.5 (Early Termination), Article 11 (Default and Remedies), or Article 12 (Force Majeure).
Section 2.3 — Renewal
Upon expiration of the Initial Term, this Agreement shall automatically renew for successive two (2)-year renewal terms (each, a "Renewal Term"), unless either party provides the other party with written notice of non-renewal at least eighteen (18) months prior to the expiration of the then-current Term (whether the Initial Term or a Renewal Term). The terms and conditions applicable during any Renewal Term shall be the same as those in effect during the immediately preceding period of the Term, subject to the Demand Charge escalation provisions of Section 5.1(b) and any rate adjustments approved by the Virginia State Corporation Commission pursuant to Section 5.5. Either party's election not to renew shall not be deemed a breach of this Agreement or give rise to any liability, provided that such notice of non-renewal is given within the time period specified herein.
Section 2.4 — Early Termination
(a) Customer Early Termination. Customer may terminate this Agreement prior to the expiration of the Initial Term upon not less than twelve (12) months' prior written notice to VPC, subject to the payment of the Early Termination Charge set forth in Section 2.5. Customer's right to terminate during any Renewal Term shall require twelve (12) months' prior written notice to VPC, but no Early Termination Charge shall be payable with respect to termination during a Renewal Term.
(b) VPC Early Termination for Material Breach. VPC may terminate this Agreement upon the occurrence of an Event of Default by Customer under Article 11, subject to the applicable notice and cure periods set forth therein.
(c) Mutual Termination. The parties may terminate this Agreement at any time by mutual written agreement.
Section 2.5 — Early Termination Charge
If Customer terminates this Agreement prior to the expiration of the Initial Term pursuant to Section 2.4(a), Customer shall pay to VPC an early termination charge (the "Early Termination Charge") equal to the present value, discounted at a rate of six percent (6%) per annum, of the remaining monthly Demand Charges that would have been payable from the effective date of termination through the end of the Initial Term, calculated based on the Contracted Demand in effect at the time of termination and the applicable Demand Charge rate(s) set forth in Section 5.1. The Early Termination Charge shall be payable in a lump sum within sixty (60) days of the effective date of termination. No Early Termination Charge shall be payable by Customer in the event of termination following the expiration of the Initial Term during any Renewal Term, provided that Customer has given the required twelve (12) months' advance written notice. For the avoidance of doubt, the Early Termination Charge is not a penalty but rather represents a reasonable estimate of the damages that VPC would incur as a result of the early termination, including the unamortized costs of the Substation and line extension infrastructure and the loss of anticipated revenue.
ARTICLE 3 — SERVICE SPECIFICATIONS
Section 3.1 — Nature of Service
VPC shall provide electric service to Customer at the Delivery Point during the Term. Such electric service shall be three-phase, sixty Hertz (60 Hz) alternating current. The primary distribution voltage at the Delivery Point shall be thirty-four and one-half kilovolts (34.5 kV). Electric service shall be delivered from the dedicated 230kV/34.5kV Substation to be constructed by VPC on the Meridian Parcel, which Substation will step down the voltage from VPC's 230kV transmission system to the 34.5 kV distribution level for delivery to Customer's facilities. VPC shall provide service in accordance with Good Utility Practice and in compliance with all applicable reliability standards, including those promulgated by the North American Electric Reliability Corporation ("NERC") and applicable PJM requirements.
Section 3.2 — Contracted Demand
The Contracted Demand under this Agreement is one hundred twenty megavolt-amperes (120 MVA), which is equivalent to approximately one hundred twenty thousand kilowatts (120,000 kW) at unity power factor. The Contracted Demand is designed to serve the full build-out of the Campus, including ninety-six megawatts (96 MW) of critical IT load across four data center buildings (Buildings A through D, each designed for twenty-four megawatts (24 MW) of critical IT load) plus the associated mechanical systems, cooling infrastructure, lighting, and site overhead loads. VPC shall ensure that the Substation and associated distribution facilities are designed and constructed with sufficient capacity to deliver the full Contracted Demand to the Delivery Point on a continuous basis, subject to the availability of transmission service from PJM and the applicable transmission owner.
Section 3.3 — Demand Adjustments
(a) Increase in Contracted Demand. Customer may request an increase in the Contracted Demand by providing written notice to VPC specifying the desired increase and the anticipated date by which the additional capacity is required. VPC shall evaluate Customer's request and use commercially reasonable efforts to accommodate the requested increase, subject to VPC's available system capacity, the capacity of the Substation and line extension facilities, and any necessary upgrades to VPC's transmission and distribution infrastructure. Any increase in the Contracted Demand shall be documented in a written amendment to this Agreement, executed by both parties, and may be subject to additional line extension contributions, infrastructure investments, or other charges as mutually agreed.
(b) Decrease in Contracted Demand. Customer may request a decrease in the Contracted Demand by providing written notice to VPC. However, during the Initial Term, the Contracted Demand shall not be reduced below sixty megavolt-amperes (60 MVA), and any decrease shall be subject to: (i) a written amendment to this Agreement executed by both parties; and (ii) the minimum demand charge floor provisions set forth in Section 5.1(c). Customer acknowledges that VPC has designed and constructed the Substation and line extension facilities based on the full Contracted Demand of 120 MVA and that a reduction in the Contracted Demand does not relieve VPC of its fixed infrastructure costs.
Section 3.4 — Ramp-Up Period
The parties acknowledge that Customer will phase in its demand over the initial construction and commissioning period of the Campus. Building A is anticipated to reach substantial completion on or about August 1, 2027, with Buildings B through D anticipated to reach substantial completion on or about November 1, 2027. Accordingly, during the first eighteen (18) months following the Commencement Date (the "Ramp-Up Period"), the Billing Demand for purposes of calculating Demand Charges shall be the greater of:
(a) the actual measured peak demand at the Delivery Point during the applicable Billing Period; or
(b) the applicable Minimum Ramp Demand, determined as follows:
(i) Months 1 through 6 following the Commencement Date: thirty megavolt-amperes (30 MVA), equivalent to approximately 30,000 kW;
(ii) Months 7 through 12 following the Commencement Date: sixty megavolt-amperes (60 MVA), equivalent to approximately 60,000 kW;
(iii) Months 13 through 18 following the Commencement Date: ninety megavolt-amperes (90 MVA), equivalent to approximately 90,000 kW.
Following the expiration of the Ramp-Up Period, the full Contracted Demand of one hundred twenty megavolt-amperes (120 MVA) shall apply for all purposes of calculating the Billing Demand, subject to Section 3.3 (Demand Adjustments) and Section 5.1(c) (Minimum Demand Charge).
Section 3.5 — Power Factor
(a) Customer shall maintain a power factor of not less than 0.95 lagging at the Delivery Point at all times during the Term. Customer acknowledges that low power factor conditions increase VPC's system losses and reduce the effective capacity of the Substation and line extension facilities.
(b) If, during any Billing Period, the power factor at the Delivery Point falls below 0.95 lagging, VPC may adjust the Billing Demand upward by applying a power factor multiplier calculated as follows: Adjusted Billing Demand = Measured Demand × (0.95 ÷ Actual Power Factor). VPC shall provide Customer with written notice of any such adjustment and the supporting metering data.
(c) Customer shall be responsible, at Customer's sole cost and expense, for the procurement, installation, operation, and maintenance of all power factor correction equipment (including capacitor banks, static VAR compensators, or other reactive power compensation devices) necessary to maintain compliance with the power factor requirements of this Section 3.5. Such equipment shall be located on Customer's side of the Delivery Point and shall be installed and operated in accordance with Good Utility Practice and applicable codes and standards.
Section 3.6 — Redundancy and Service Reliability
(a) VPC shall design and construct the Substation and interconnection facilities in a manner consistent with Good Utility Practice and all applicable NERC reliability standards and PJM requirements. The Substation and transmission line extension shall be designed to provide a dual-feed configuration from VPC's 230kV transmission system, thereby providing redundant supply paths to enhance service reliability to the Campus.
(b) VPC's target service availability for the electric service provided under this Agreement is 99.99% per annum, measured on an annual basis from each anniversary of the Commencement Date. Service availability shall be calculated as follows: (Total Hours in the Year minus Unplanned Outage Hours) divided by Total Hours in the Year, expressed as a percentage. For purposes of this calculation, Unplanned Outage Hours shall exclude hours of interruption attributable to: (i) Force Majeure events; (ii) scheduled maintenance conducted in accordance with Section 9.2; (iii) PJM-directed curtailments or grid emergencies; and (iv) interruptions caused by Customer's facilities, equipment, or actions.
(c) Notwithstanding the foregoing target, VPC shall not be liable for any interruption of service, fluctuation in voltage, or other departure from normal service conditions that results from PJM grid events, transmission system emergencies, actions or inactions of the transmission owner, Force Majeure events, or any cause beyond VPC's reasonable control, except to the extent resulting from VPC's negligence or willful misconduct.
Section 3.7 — Backup Power
(a) Customer shall be solely responsible for the provision, installation, operation, maintenance, and fueling of all backup and emergency power generation equipment at the Campus. Customer acknowledges that VPC is not an insurer of uninterrupted electric service, and Customer shall not rely on VPC as the sole source of power for critical IT operations.
(b) Customer represents that each data center building at the Campus (Buildings A through D) will be equipped with a 2N diesel generator configuration, meaning that each building will have redundant generator capacity sufficient to sustain the full critical IT load of such building in the event of a complete loss of utility power. Such backup generation equipment is being procured under Customer's engineering, procurement, and construction ("EPC") contract with Titan-McAllister Construction Group, LLC, and the cost of such equipment is included within the EPC guaranteed maximum price for the Campus.
(c) VPC shall have no obligation to provide backup, standby, or emergency generation services to Customer, and VPC shall not be liable for any losses, damages, or costs incurred by Customer as a result of Customer's failure to maintain adequate backup power.
ARTICLE 4 — SUBSTATION AND INFRASTRUCTURE
Section 4.1 — Construction of Substation
(a) VPC shall design, procure, and construct the dedicated 230kV/34.5kV Substation on the Meridian Parcel, in accordance with the terms and conditions of the Easement Agreement and the Line Extension Funding Agreement. The Substation shall be designed to serve the full Contracted Demand of 120 MVA and shall include all necessary transformers, switchgear, protective relaying, communications systems, control equipment, fencing, grounding systems, oil containment structures, and other ancillary facilities required for its safe and reliable operation.
(b) Upon completion of construction and successful energization testing, the Substation shall be owned and operated by VPC. VPC shall be responsible for the ongoing operation, maintenance, repair, and replacement of the Substation and all VPC-owned facilities at the Campus throughout the Term and any period during which the Easement Agreement remains in effect.
(c) VPC shall engage its selected contractor for the design and construction of the Substation. Customer shall have no right to direct or control VPC's selection of contractors or the means and methods of construction, except as may be expressly provided in the Easement Agreement. Customer shall fund the Line Extension Contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) in accordance with the payment schedule set forth in the Line Extension Funding Agreement, which contribution shall be applied toward the costs of construction of the Substation and line extension facilities.
Section 4.2 — Target Energization Date
(a) The target Energization Date for the Substation is June 1, 2027. VPC shall use commercially reasonable efforts to achieve the target Energization Date, subject to timely receipt of the Line Extension Contribution payments, timely granting of the easement and all necessary permits and approvals, and the absence of Force Majeure events or other delays beyond VPC's reasonable control.
(b) Beginning not later than eighteen (18) months prior to the target Energization Date, VPC shall provide Customer with quarterly written progress reports on the status of the Substation construction, including information regarding procurement of major equipment (transformers, switchgear, relaying), construction milestones, and any anticipated delays. In addition, VPC shall promptly notify Customer of any event or circumstance that VPC reasonably believes will result in a delay of the Energization Date beyond the target date.
(c) If the actual Energization Date is delayed more than ninety (90) days beyond the target Energization Date of June 1, 2027, due to reasons within VPC's reasonable control (excluding Force Majeure events, permitting delays attributable to governmental authorities and not caused by VPC's failure to timely file or pursue applications, and delays caused by Customer's failure to perform its obligations hereunder or under the Easement Agreement or Line Extension Funding Agreement), Customer shall be entitled to a credit against future Demand Charges in an amount equal to Seven Thousand Five Hundred Dollars ($7,500) per day of delay beyond the ninety (90)-day grace period, subject to a maximum aggregate credit of One Million Five Hundred Thousand Dollars ($1,500,000). Such credit shall be applied ratably to Customer's Demand Charges over the twelve (12)-month period following the actual Energization Date.
Section 4.3 — Delivery Point Specifications
(a) The Delivery Point is defined and depicted in Exhibit B attached hereto, together with a single-line electrical diagram showing the configuration of the interconnection between VPC's facilities and Customer's facilities.
(b) VPC shall install revenue-grade metering equipment at the Delivery Point in accordance with Section 6.1.
(c) Ownership Demarcation. VPC shall own, operate, and maintain all electrical facilities on the VPC side of the Delivery Point, including the 230kV transmission line extension, the 230kV/34.5kV Substation, the 34.5 kV distribution cables or conductors from the Substation to the Delivery Point, and all associated protective equipment. Customer shall own, operate, and maintain all electrical facilities on the Customer side of the Delivery Point, including Customer's 34.5 kV switchgear, step-down transformers, distribution equipment, and all building electrical systems. The physical ownership demarcation shall be at the point of connection of VPC's conductors to Customer's switchgear terminals at the Delivery Point, as depicted in Exhibit B.
Section 4.4 — Line Extension
(a) VPC shall design and construct an extension of its transmission system from its existing 230 kV facilities to the Substation location on the Meridian Parcel. The line extension shall be designed to provide a dual-feed configuration from VPC's 230 kV transmission network in accordance with Section 3.6.
(b) The line extension shall be funded by Customer's Line Extension Contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) under the separate Line Extension Funding Agreement. Customer acknowledges that the Line Extension Contribution of $18,500,000 represents a portion of the Sixty-One Million Dollar ($61,000,000) Power Infrastructure budget allocation within the total project budget of Six Hundred Million Dollars ($600,000,000) for the development of the Campus. The Line Extension Contribution is a non-refundable payment, except as may be expressly provided in the Line Extension Funding Agreement with respect to cost reconciliation and any applicable refund provisions therein.
(c) Upon completion of construction, all line extension facilities shall be owned by VPC and shall be incorporated into VPC's electrical distribution and transmission system. Customer shall have no ownership interest in the line extension facilities following the completion of construction and the application of the Line Extension Contribution.
Section 4.5 — Easement
(a) Customer hereby grants to VPC, and VPC hereby accepts, a non-exclusive easement on a portion of the Meridian Parcel (Loudoun County Tax Map Reference /95-4A-2///) for the purpose of constructing, installing, operating, maintaining, repairing, replacing, and removing the Substation and related facilities, as set forth in the Substation Easement Agreement executed or to be executed contemporaneously herewith.
(b) The term of the easement granted under the Easement Agreement shall be coterminous with the Term of this Agreement plus five (5) years following the expiration or termination of this Agreement, to allow VPC a reasonable period to decommission and remove the Substation and related facilities, if VPC elects to do so. The specific terms and conditions of the easement, including the metes and bounds description of the easement area, access rights, maintenance obligations, and restoration requirements, are set forth in the Easement Agreement.
ARTICLE 5 — RATES AND CHARGES
Section 5.1 — Demand Charge
Customer shall pay to VPC a monthly Demand Charge for electric service under this Agreement, calculated by multiplying the applicable Demand Charge rate by the Billing Demand for the applicable Billing Period, as follows:
(a) Years 1 through 5 (from the Commencement Date). During the first five (5) years following the Commencement Date, the Demand Charge rate shall be Eight Dollars and Forty-Two Cents ($8.42) per kilowatt per month, applied to the Billing Demand for the applicable Billing Period.
(b) Years 6 through 10 (and any Renewal Terms). Beginning on the first day of the sixth (6th) year following the Commencement Date, the Demand Charge rate shall escalate at a rate of two and one-half percent (2.5%) per annum, compounded annually. The escalated Demand Charge rate for each year shall be calculated by multiplying the Demand Charge rate in effect during the immediately preceding year by 1.025. By way of illustration and not limitation:
• Year 6 rate: $8.42 × 1.025 = $8.6305 per kW per month
• Year 7 rate: $8.6305 × 1.025 = $8.8463 per kW per month
• Year 8 rate: $8.8463 × 1.025 = $9.0674 per kW per month
• Year 9 rate: $9.0674 × 1.025 = $9.2941 per kW per month
• Year 10 rate: $9.2941 × 1.025 = $9.5265 per kW per month
The complete Demand Charge escalation table is set forth in Exhibit E attached hereto. During any Renewal Term, the Demand Charge rate shall continue to escalate at 2.5% per annum, compounded annually, from the rate in effect during the immediately preceding year.
(c) Minimum Demand Charge. During the Initial Term, Customer shall pay a Demand Charge on no less than sixty megavolt-amperes (60 MVA), equivalent to approximately sixty thousand kilowatts (60,000 kW) at unity power factor, regardless of actual consumption or measured peak demand, subject to the ramp-up provisions set forth in Section 3.4. This minimum demand charge floor reflects VPC's fixed infrastructure costs associated with the Substation and line extension facilities and the capacity reserved for Customer's use.
Illustrative Annual Demand Charge at Full Contracted Demand (120,000 kW), Years 1 through 5:
• Monthly Demand Charge: 120,000 kW × $8.42/kW = $1,010,400.00
• Annual Demand Charge: $1,010,400.00 × 12 = $12,124,800.00
Section 5.2 — Energy Charge
(a) In addition to the Demand Charge, Customer shall pay to VPC a monthly Energy Charge for all electric energy consumed at the Campus during the applicable Billing Period. The Energy Charge shall be calculated as an at-cost pass-through based on the PJM day-ahead locational marginal pricing ("LMP") applicable to the VPC load zone (or the applicable pricing node designated by PJM for VPC's load).
(b) VPC shall not apply any markup, adder, or margin to the wholesale energy cost passed through to Customer. Customer shall pay the actual wholesale energy cost incurred by VPC to procure energy for delivery to Customer, including the energy component, congestion component, and marginal loss component of LMP, as determined by PJM.
(c) VPC shall provide Customer with monthly statements, accompanying each invoice, showing the weighted average LMP for the applicable Billing Period, the total kilowatt-hours (kWh) consumed by Customer during such Billing Period as measured at the Delivery Point, and the resulting Energy Charge calculation.
Section 5.3 — Transmission and Ancillary Service Charges
(a) Customer shall be responsible for its pro rata share of all PJM transmission charges, capacity charges, and ancillary service charges allocable to Customer's load, as determined by PJM's applicable tariffs and settlement procedures. Such charges shall be passed through to Customer at cost, without markup by VPC.
(b) VPC shall separately itemize all transmission and ancillary service charges on each monthly invoice, including without limitation: Network Integration Transmission Service ("NITS") charges, Regional Transmission Expansion Plan ("RTEP") charges, PJM capacity market charges (Reliability Pricing Model or successor capacity construct), regulation and frequency response charges, synchronized and non-synchronized reserve charges, reactive supply and voltage control charges, and any other PJM-assessed charges applicable to Customer's load.
Section 5.4 — Taxes and Assessments
(a) Customer shall be responsible for all applicable federal, state, and local taxes, fees, surcharges, and governmental assessments imposed on or with respect to the electric service provided under this Agreement, including without limitation sales and use taxes, utility consumption taxes, franchise fees, and any other taxes or assessments levied by governmental authorities. VPC shall separately itemize all such taxes and assessments on each monthly invoice.
(b) Customer acknowledges that it may qualify for the Virginia data center sales and use tax exemption under Virginia Code § 58.1-609.3(18), and upon qualification and receipt of an applicable exemption certificate from the Virginia Department of Taxation, Customer shall provide a copy of such exemption certificate to VPC. Upon receipt of a valid exemption certificate, VPC shall cease collecting the applicable sales and use tax on electric service to Customer, to the extent permitted by law.
Section 5.5 — Rate Adjustment
(a) VPC may petition the Virginia State Corporation Commission ("SCC") for a general rate adjustment applicable to VPC's large load customer class (Schedule LLS — Large Load Service) or its customer base generally. Any rate adjustment approved by the SCC shall apply to Customer's service prospectively from the effective date of such SCC-approved rate adjustment, in accordance with the terms and conditions of the SCC's order.
(b) The Demand Charge escalation set forth in Section 5.1(b) is independent of, and in addition to, any general rate adjustment approved by the SCC. To the extent that the SCC approves a general rate adjustment that modifies the demand charge rate for VPC's large load customer class, such SCC-approved adjustment shall be applied to the then-current Demand Charge rate (inclusive of the contractual escalation under Section 5.1(b)) and shall apply prospectively for the remainder of the Term.
(c) VPC shall provide Customer with at least sixty (60) days' advance written notice of any petition to the SCC for a general rate adjustment that would affect Customer's rates under this Agreement. Customer shall have the right to participate in any SCC proceeding regarding such rate adjustment in accordance with applicable SCC rules and procedures.
ARTICLE 6 — METERING AND BILLING
Section 6.1 — Metering
(a) VPC shall install, own, maintain, and operate revenue-grade metering equipment at the Delivery Point for the measurement of all electric energy and demand delivered to Customer. All metering equipment shall meet or exceed the accuracy standards applicable to revenue metering as specified by the American National Standards Institute ("ANSI") and VPC's applicable tariffs.
(b) Metering shall be interval metering, recording demand and energy in fifteen (15)-minute intervals, with telemetry capability enabling real-time data transmission to VPC's system operations center. The metering installation shall include current transformers, potential transformers, interval demand meters, and associated communications equipment.
(c) Customer shall have the right to install, at Customer's sole cost and expense, check metering equipment on the Customer side of the Delivery Point for the purpose of verifying VPC's revenue metering. Customer's check metering shall not be used for billing purposes; VPC's revenue metering shall be the sole metering used for billing purposes under this Agreement.
(d) VPC shall test the revenue metering equipment at least once per year, or more frequently upon Customer's reasonable request. If VPC's metering equipment is found to be accurate within plus or minus two percent (±2%), the cost of testing requested by Customer shall be borne by Customer. If VPC's metering equipment is found to be inaccurate by more than ±2%, the cost of testing shall be borne by VPC, and VPC shall promptly repair or replace the inaccurate metering equipment and adjust Customer's bills for the period of inaccuracy (not to exceed twelve (12) months prior to the date of testing) based on the best available data.
Section 6.2 — Meter Reading and Data
(a) VPC shall read the revenue meters at the Delivery Point on a monthly basis, in accordance with VPC's standard meter reading schedule. VPC may use automated meter reading or advanced metering infrastructure to obtain meter data remotely.
(b) VPC shall provide Customer with electronic access to real-time and historical metering data through a secure web-based portal or comparable data access system. Customer shall have the ability to view and download interval demand data, energy consumption data, power factor data, and voltage data for the Campus. VPC shall make historical metering data available for at least thirty-six (36) months from the date of each meter reading.
Section 6.3 — Billing
(a) VPC shall issue monthly invoices to Customer within fifteen (15) business days following the end of each Billing Period. Each invoice shall itemize the following components:
(i) Demand Charges, calculated in accordance with Section 5.1;
(ii) Energy Charges, calculated in accordance with Section 5.2, including the weighted average LMP and total kWh consumed;
(iii) Transmission and Ancillary Service Charges, calculated in accordance with Section 5.3;
(iv) Applicable taxes, fees, surcharges, and governmental assessments, calculated in accordance with Section 5.4;
(v) Any applicable service credits under Section 4.2(c) or Section 9.4;
(vi) Any other adjustments, including power factor adjustments, meter corrections, or credits.
(b) Payment of each invoice shall be due within thirty (30) days of the invoice date. All payments shall be made in United States Dollars by wire transfer to the account designated by VPC on the invoice, or by such other method as VPC may specify in writing from time to time.
Section 6.4 — Late Payment
(a) Any amount not paid by Customer within the thirty (30)-day payment period specified in Section 6.3(b) shall bear interest from the due date until the date of actual payment at a rate equal to the lesser of (i) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum) or (ii) the maximum rate permitted under the laws of the Commonwealth of Virginia.
(b) If Customer fails to make timely payment of invoiced amounts on three (3) or more occasions during any twelve (12)-month period (whether or not such late payments are subsequently cured), such repeated late payment shall constitute a material default under Article 11, and VPC shall have all rights and remedies available thereunder, including the right to terminate this Agreement following the applicable notice and cure periods.
Section 6.5 — Billing Disputes
(a) Customer may dispute any invoice, or any component thereof, by providing written notice to VPC within sixty (60) days of the date of the invoice in question. Such notice shall specify in reasonable detail the nature and amount of the dispute and the basis for Customer's objection.
(b) Notwithstanding any pending billing dispute, Customer shall pay all undisputed amounts when due in accordance with Section 6.3(b). Failure to pay undisputed amounts during the pendency of a billing dispute shall not be excused and shall be subject to the late payment provisions of Section 6.4.
(c) The parties shall use good-faith efforts to resolve billing disputes promptly. If a billing dispute is not resolved within thirty (30) days of VPC's receipt of Customer's written dispute notice, the dispute shall be resolved in accordance with the dispute resolution procedures set forth in Article 13. Any overpayment or underpayment identified as a result of the resolution of a billing dispute shall be credited or charged, as applicable, on Customer's next monthly invoice, together with interest at the rate of six percent (6%) per annum from the date of the original overpayment or underpayment.
ARTICLE 7 — CONDITIONS PRECEDENT TO SERVICE
Section 7.1 — Customer Conditions
VPC's obligation to provide electric service under this Agreement is subject to the satisfaction (or waiver by VPC) of each of the following conditions precedent:
(a) VPC shall have received a fully executed original of the Substation Easement Agreement, granting VPC the easement rights on the Meridian Parcel necessary for the construction and operation of the Substation;
(b) VPC shall have received a fully executed original of the Line Extension Funding Agreement;
(c) Customer shall have made all payments of the Line Extension Contribution of Eighteen Million Five Hundred Thousand Dollars ($18,500,000) in accordance with the payment schedule set forth in the Line Extension Funding Agreement;
(d) Customer shall have obtained all necessary permits and approvals for the Campus from applicable governmental authorities, including the completion of the zoning modification ("ZMOD") process. Customer's ZMOD application is expected to be filed as ZMOD-2025-0038, with anticipated approval by the Loudoun County Board of Supervisors in or about October 2025;
(e) Customer's electrical infrastructure extending from the Delivery Point into the Campus, including Customer's 34.5 kV switchgear and distribution equipment, shall have been designed, constructed, tested, and certified as ready for interconnection with VPC's facilities at the Delivery Point, as confirmed by Customer's engineer of record.
Section 7.2 — VPC Conditions
Customer's obligation to commence payment of Demand Charges and Energy Charges is subject to the satisfaction (or waiver by Customer) of each of the following conditions precedent:
(a) VPC shall have obtained all necessary permits, easements, rights-of-way, and governmental approvals for the construction and operation of the line extension and Substation, including any approvals required by the Virginia State Corporation Commission, Loudoun County, and the Virginia Department of Transportation (to the extent applicable to the line extension route);
(b) VPC shall have completed construction of the Substation and line extension facilities and shall have conducted successful energization testing, demonstrating that the Substation is capable of delivering power to the Delivery Point at the contracted voltage and capacity;
(c) VPC shall have obtained and maintained an interconnection agreement with the applicable transmission owner for the interconnection of the line extension with the 230 kV transmission system, and such interconnection agreement shall be in full force and effect.
Section 7.3 — Waiver of Conditions
Either party may, in its sole discretion, waive any one or more of the conditions precedent set forth in Section 7.1 or Section 7.2 (as applicable to such party) by providing written notice of such waiver to the other party. No waiver of any condition precedent shall constitute a waiver of any other condition precedent, nor shall any such waiver constitute a waiver of any breach of this Agreement or any right or remedy arising from any such breach.
ARTICLE 8 — OBLIGATIONS OF CUSTOMER
Section 8.1 — Customer Facilities
Customer shall be solely responsible, at Customer's cost and expense, for the design, procurement, construction, installation, operation, maintenance, repair, and replacement of all electrical infrastructure on Customer's side of the Delivery Point. Such Customer facilities include, without limitation, Customer's 34.5 kV switchgear, step-down transformers (34.5 kV to medium voltage), medium voltage distribution switchgear, power distribution units, uninterruptible power supply systems, transfer switches, building electrical systems, and all associated cabling, conduit, grounding, and ancillary equipment. Customer acknowledges that a portion of the Sixty-One Million Dollar ($61,000,000) Power Infrastructure budget allocation within the total project budget of Six Hundred Million Dollars ($600,000,000) is allocated to Customer's on-site electrical infrastructure beyond VPC's Substation and line extension facilities.
Section 8.2 — Compliance with Laws
Customer shall comply with all applicable federal, state, and local laws, ordinances, codes, rules, and regulations in the construction, operation, and maintenance of the Campus and Customer's electrical facilities, including without limitation the National Electrical Code ("NEC"), the National Electrical Safety Code ("NESC"), the Virginia Uniform Statewide Building Code, applicable Loudoun County ordinances, and all environmental laws and regulations. Customer shall obtain and maintain all permits, licenses, and approvals required for Customer's on-site electrical equipment, diesel generator installations, and fuel storage facilities.
Section 8.3 — Access
(a) Customer shall grant VPC and its authorized agents, employees, and contractors reasonable access to the Delivery Point and metering facilities located on or adjacent to Customer's property for the purposes of installation, inspection, maintenance, repair, replacement, testing, and meter reading of VPC's facilities and metering equipment.
(b) Such access shall be subject to Customer's reasonable security requirements, including badge access protocols, escort requirements, and designated access routes, provided that such security requirements do not unreasonably impede or delay VPC's ability to perform its obligations hereunder. VPC shall provide Customer with reasonable advance notice (not less than twenty-four (24) hours) prior to any planned access, except in the case of emergencies requiring immediate access, in which event VPC shall provide notice as promptly as practicable.
Section 8.4 — Notification of Load Changes
Customer shall provide VPC with at least ninety (90) days' prior written notice of any anticipated material change in Customer's electrical load, whether an increase or decrease, exceeding ten megavolt-amperes (10 MVA). Such notice shall include the anticipated magnitude, timing, and duration of the load change, and sufficient detail to enable VPC to assess the impact on VPC's system and to plan accordingly. Customer's failure to provide such notice shall not relieve Customer of its obligation to pay Demand Charges on the Contracted Demand or the applicable Billing Demand.
Section 8.5 — Lender Requirements
(a) Customer acknowledges that this Agreement may be collaterally assigned by Customer to Summit National Bank, N.A., as Administrative Agent, and the lenders under the Construction Loan Agreement (Reference No. CL-2025-VA-04418), pursuant to an Assignment of Contracts, Permits, and Approvals to be executed in connection with the Construction Loan Agreement. VPC hereby consents to such collateral assignment, provided that any party exercising remedies under such collateral assignment (including any transferee, assignee, or designee of the lenders) assumes and agrees to be bound by all of Customer's obligations under this Agreement.
(b) Upon the reasonable request of Customer or its lenders, VPC shall deliver a customary estoppel certificate and consent to assignment in substantially the form attached as Exhibit D hereto, confirming the status of this Agreement, the absence of defaults (or specifying any existing defaults), and VPC's consent to the collateral assignment. VPC shall deliver such certificate within fifteen (15) business days of receipt of Customer's or the lenders' written request therefor.
ARTICLE 9 — OBLIGATIONS OF VPC
Section 9.1 — Service Obligation