Nscale

Borrower

Nscale Ward County Borrower SPV, LLC (bankruptcy-remote; Nscale Ward County LLC = data center tenant and affiliate guarantor; land owned by third-party DC operator)

Seniority

Senior secured

Maturity

2033-02-27 — Filed credit agreement: the earlier of the customer's final scheduled payment and 2033-02-27; quarterly amortization by tranche once customer payments begin. Fully amortizing within the 6-year take-or-pay contract term; floating tranche >=85% hedged through maturity; last forecast funding date February 2027

Collateral

GPU infrastructure (NVIDIA GB300 and VR200/Vera Rubin systems, ~275 MW IT load) and related networking/storage/cooling at a Ward County, Texas data center campus; 6-year availability-based fixed-price take-or-pay GPU-as-a-service contract with Microsoft Corporation, named as the Customer in the filed credit agreement (Moody's described an unnamed hyperscaler rated at least Aa3); customer contract tranches of 24,192 GB300, 16,128 VR200 and 32,256 VR200; first-priority lien on substantially all assets of the borrower and affiliate guarantor, with limited parent guarantees from Nscale Limited; covenants: historical debt service coverage of at least 1.05x, cash trap below 1.10x, loans sized at the lesser of 90% of GPU capital expenditures and a 1.30x sizing ratio; direct agreements with the customer and the data center operator; strict funding conditions (Level 3 commissioning + power + hedges as draw conditions)

Offtaker

Microsoft take-or-pay (named as Customer in the filed credit agreement)

Lenders

J.P. Morgan (lead; joint lead arranger, joint bookrunner, co-structuring agent) · Goldman Sachs (joint lead arranger, joint bookrunner, co-structuring agent) · Mandated lead arrangers: Crédit Agricole CIB, Deutsche Bank, Mizuho, MUFG, RBC, SMBC, BBVA, OCBC · U.S. Bank Trust Company, National Association (administrative agent and collateral agent) · Lender commitments are omitted from the filed agreement (fixed-rate investors described by Moody's as high credit quality)

Pricing

Floating tranche ($1,220M): three-month Term SOFR + 2.375% (base rate + 1.375%), 0.00% floor. Fixed tranche ($630M): 2.375% plus the interpolated U.S. dollar SOFR swap rate, set before funding. Undrawn fee 0.40% per annum. Prepayment premium on the fixed tranche 2.00% in year one and 1.00% in year two; on the floating tranche 1.00% in year one. Upfront fees sit in unfiled fee letters.

Terms

Filed credit agreement dated 2026-08-27 (Exhibit 10.23): commitments of $1,850,000,000, split $630M fixed-rate and $1,220M floating-rate; availability six months from closing. Issuer release 2026-08-31: 'up to $1.85 billion', part of 'approximately $3 billion in aggregate commitments across two senior secured delayed draw term loan facilities' (the other: Madison County, NC, separate row). J.P. Morgan and Goldman Sachs joint lead arrangers, joint bookrunners and co-structuring agents for both facilities; J.P. Morgan led this one. Release states ~200 MW of IT load (Moody's rating action of 2026-08-12 described ~275 MW and sized the facility at $1.831B; the release figure is the committed amount). Moody's assigned first-time Baa1 (stable) 2026-08-12 — one day after Lambda's Baa2; second IG GPU project rating in 24 hours, third overall (after CRWV DDTL 4.0 A3). Customer: Microsoft Corporation per the filed credit agreement (Moody's: unnamed hyperscaler rated at least Aa3); large per-tranche prepayments substitute for cash equity (no cash equity in the GPU financing; Moody's notes equity distributions exceed the separate DC-financing equity needs by commissioning). Moody's DSCR avg ~1.33x (range 1.15-1.40x); DSRA sized at 67% of next payment/2 months + 3-month opex reserve; BTM generation procurement pending for tranche 3; Dell service agreement covers 3 of 6 years; VR200 has no operating track record (stabilization period negotiated). Separate instrument from the Feb-2026 $1.4B Nscale GPU DDTL (Blue Owl BDC-disclosed, S+500, Europe clusters). Proceeds may repay vendor financing: in April 2026 the Ward County and North Carolina borrowers entered Dell Financial Services framework agreements (40 payment schedules as of 2026-09-04, about $2.54B of initial-term rent including about $34.8M of financing charges, initial terms of three or four months from August or September 2026, secured by the equipment; per the prospectus).

Source: Nscale Form S-1 filed 2026-09-18 (acc 0001193125-26-395475): Exhibit 10.23 Credit Agreement dated 2026-08-27 and the prospectus; Nscale release 'Nscale Closes Approximately $3 Billion in Financing for Both Ward County, Texas and Madison County, North Carolina AI Deployments' (London, 2026-08-31); Moody's rating action 2026-08-12 (on file) · document

Borrower

Nscale NC Borrower SPV, LLC (borrower); Nscale Services US Inc. (affiliate guarantor)

Seniority

Senior secured

Maturity

2031-12-27 — Filed credit agreement: the earlier of the customer's final scheduled payment and 2031-12-27; quarterly amortization once customer payments begin.

Collateral

First-priority lien on substantially all assets of the borrower and affiliate guarantor, including the GPU infrastructure bought with the loans, the customer contract and the collateral accounts, plus equity pledges; limited parent guarantees from Nscale Limited. The customer contract is a cloud services agreement assigned to the borrower; the customer name is redacted, and the agreement refers to GB300 rack uptime. Covenants: historical debt service coverage of at least 1.05x, cash trap below 1.10x, loans sized at the lesser of 90% of GPU capital expenditures and a 1.30x sizing ratio.

Offtaker

Customer name redacted in the filed credit agreement

Lenders

Goldman Sachs (lead; joint lead arranger, joint bookrunner, co-structuring agent) · J.P. Morgan (joint lead arranger, joint bookrunner, co-structuring agent) · U.S. Bank Trust Company, National Association (administrative agent and collateral agent)

Pricing

Floating tranche ($830M): three-month Term SOFR + 2.375% (base rate + 1.375%), 0.00% floor. Fixed tranche ($370M): 2.375% plus the U.S. dollar SOFR swap rate, set before funding. The undrawn fee and prepayment premiums are redacted in the filed agreement.

Terms

Filed credit agreement (Exhibit 10.24, dated 2026-08-27 per the prospectus): commitments of $1,200,000,000, split $370M fixed-rate and $830M floating-rate; availability four months from closing. Issuer release 2026-08-31: 'up to $1.2 billion' senior secured delayed draw term loan facility for a 96-acre colocation site in Madison County, North Carolina with up to 40 MW of IT load capacity; funds 'site retrofit capital expenditures, GPU infrastructure and associated networking'. The release says both facilities 'each received investment-grade ratings with stable outlooks' without naming the agency or grade; no rating action located as of 2026-09-06. Second of the two facilities announced together (~$3B aggregate); the Ward County, TX facility is a separate row. Proceeds may repay vendor financing: in April 2026 the Ward County and North Carolina borrowers entered Dell Financial Services framework agreements (40 payment schedules as of 2026-09-04, about $2.54B of initial-term rent including about $34.8M of financing charges, initial terms of three or four months from August or September 2026, secured by the equipment; per the prospectus).

Source: Nscale Form S-1 filed 2026-09-18 (acc 0001193125-26-395475): Exhibit 10.24 Credit Agreement and the prospectus ('The loan facility received investment-grade ratings with a stable outlook.'); Nscale release 'Nscale Closes Approximately $3 Billion in Financing for Both Ward County, Texas and Madison County, North Carolina AI Deployments' (London, 2026-08-31) · document

Borrower

Nscale Services Iceland III ehf (borrower); guarantors Nscale Limited, Nscale Services Intermediate Holdings III Limited and Nscale Services UK III Limited

Seniority

Senior secured term loan

Collateral

GPU assets owned by the borrower free of other security, housed at the Borealis data center, Blönduós campus, Iceland (third-party colocation); English, Irish and Icelandic security documents; joint and several guarantees, with demand on Nscale Limited deferred until 45 days after an event of default and after a restricted cash amount is applied. The customer contract is a material project contract, and its termination is an event of default; the customer, its guarantors and the minimum fee per GPU-hour are redacted. Covenants: parent minimum cash (level redacted), no distributions; service must commence by 2027-01-27.

Offtaker

Customer name redacted in the filed facility agreement

Lenders

Macquarie Bank Limited (London Branch) (mandated lead arranger, agent and security agent) · Original lenders are listed in an omitted schedule

Pricing

One-month Term SOFR + 5.50%, 0.00% floor, payable monthly in cash. Minimum return: lenders must receive principal and interest of at least 1.18x their commitment, including on voluntary prepayment in full. The commitment fee and upfront fee are redacted or sit in an unfiled fee letter. Default rate +2.00%.

Terms

Senior Facility Agreement dated 2026-07-29 (Exhibit 10.22): total commitments of $331,893,517 in a single term loan, available to 2026-12-31. Proceeds fund transaction costs and part of the purchase price of GPU assets bought from a reseller; the advance percentage, the equipment price and the GPU model are redacted. Amount drawn not stated.

Source: Nscale Form S-1 filed 2026-09-18 (acc 0001193125-26-395475): Exhibit 10.22 Senior Facility Agreement dated 2026-07-29 and the prospectus · document

Borrower

Nscale Norway DC DA (Narvik)

Seniority

Project financing

Maturity

2033-04 — Term loan matures six years from the target completion date of 2027-04-05, with quarterly installments from 2027-06-30. The VAT facility matures on the completion long-stop date of 2027-06-30.

Collateral

Finances the data center building at the Kvandal South site in Narvik (108 MW overall capacity); the filed agreement excludes the GPUs and GPU servers from the financed asset. Revenue is a data center services agreement with an affiliated GPU company, and the offtake counterparty is redacted. Parent company guarantee and transaction security. Covenants: historic debt service coverage of at least 1.05x and net leverage within 30% of the base case; cash trap below 1.15x; six-month debt service reserve.

Lenders

ABN AMRO Bank N.V. (mandated lead arranger, bookrunner) · DNB Bank ASA (mandated lead arranger, bookrunner; facility, security and administrative agent) · Nordea Bank Abp NUF (mandated lead arranger, bookrunner) · Export Finance Norway (Eksfin; mandated lead arranger and direct lender) · Skandinaviska Enskilda Banken AB (mandated lead arranger)

Pricing

Term loan: Term SOFR (NIBOR for NOK loans), 0% floor, plus a margin of 3.50% before completion, then 3.00% in years 1-2, 3.25% in years 3-4, 3.50% in year 5 and 3.75% in year 6. VAT facility margin 2.00%. Commitment fee 35% of the applicable margin per the prospectus.

Terms

$725M senior term loan plus a $65M revolving VAT facility; uncommitted accordion of up to $725M term and $65M revolving. Drawn in August 2026: $88.1M term and $19.1M VAT. The issuer release of 2026-05-11 announced the financing; the Senior Facilities Agreement is dated 2026-07-07.

Source: Nscale Form S-1 filed 2026-09-18 (acc 0001193125-26-395475): Exhibit 10.21 Senior Facilities Agreement dated 2026-07-07 and the prospectus; Nscale release 2026-05-11 · document

Borrower

Nscale Global Holdings Limited (original borrower); Nscale Limited became successor borrower in July 2026

Seniority

Senior revolving credit facility

Maturity

2029 — Third anniversary of the effective date, which falls within 60 days of the 2026-05-08 signing; two one-year extensions at the lenders' option.

Collateral

Guaranteed by certain subsidiaries and secured by first-priority security interests in substantially all personal property of the borrower and the guarantors; project finance vehicles are excluded subsidiaries. Financial covenant: total net leverage of no more than 6.00x, tested quarterly from 2026-06-30. Proceeds for working capital, general corporate purposes and letters of credit.

Lenders

J.P. Morgan · Goldman Sachs · Morgan Stanley · MUFG · RBC Capital Markets · Bank of America · Crédit Agricole CIB · Deutsche Bank · Mizuho · SMBC · TD Securities · KeyBank

Pricing

Term SOFR + 1.75% (alternate base rate + 0.75%), flat with no pricing grid, 0.00% floor; commitment fee 0.25% per annum on undrawn commitments

Terms

Revolving Credit and Guaranty Agreement dated 2026-05-08 with initial commitments of $770M; Amendment No. 2 dated 2026-06-30 raised the commitments to $900M. Letter of credit sublimit $200M. Incremental capacity of up to $500M plus a leverage-based amount. Undrawn at 2026-06-30; $830.0M utilized since then per the prospectus. The issuer release is dated 2026-07-07.

Source: Nscale Form S-1 filed 2026-09-18 (acc 0001193125-26-395475): Exhibit 10.18 Revolving Credit and Guaranty Agreement dated 2026-05-08, Exhibits 10.18(a) and 10.18(b) amendments, and the prospectus; Nscale release 2026-07-07 (lender list) · document

Borrower

Nscale Services UK Ltd

Seniority

First lien senior secured DDTL

Maturity

2032-09-30 — Filed credit agreement: each loan matures at the earlier of its final scheduled amortization payment and five years after the last day of the availability period. The prospectus dates the end of the availability period at 2027-09-30, so the date shown is the outer limit. Amortization is quarterly on a redacted schedule. Holder filings report other dates for the same instrument: Blue Owl BDC Q1-2026 10-Qs report 2/2031, and 18 PIMCO fund NPORT-P filings (period 2026-03-31) report 2032-08-11 (CUSIP BA000WQD0).

Collateral

First-priority security over substantially all assets and the equity of the loan parties; subsidiary guarantees and a parent guarantee; recourse to the loan parties is limited to available funds and the security. Draws fund GPU capital expenditures once servers are delivered and title has passed, sized on cost: up to 80% for investment-grade customer contracts, capped by a 1.20x sizing debt service coverage ratio; loans ahead of customer acceptance are capped at $425M. Covenants: historical debt service coverage of at least 1.05x, with a cash trap below 1.15x. Glomfjord, Norway is named; Icelandic and Portuguese security is referenced. Customer names are redacted. On-demand and short-term contracts (pay-as-you-go with no fixed term, or a term of at least one year) form a separate bucket: a 50% advance, repaid in 12 equal quarterly installments, capped at 6% of loans outstanding and 10% of GPU servers. Each quarter, 75% of their excess cash prepays those loans. Every financed contract must be with an investment-grade customer (non-investment-grade limit 0%), reserve a minimum number of servers and allow termination only for material breach. If fewer than 85% of GPU servers are online, the sweep rises to 100% of that cash. A terminated contract may be replaced within 90 days; otherwise loans are prepaid down to its advance amount. Equity cures: at most four over the life of the loan, three in a calendar year and two in a row.

Offtaker

Signed customer contracts (counterparties unnamed)

Lenders

Funds managed by PIMCO (29 funds and vehicles sign the filed amendments) · Blue Owl Capital Corporation, Blue Owl Credit Income Corp., Blue Owl Technology Finance Corp. · Stonepeak Infrastructure Credit Fund I; Hudson Waterfront Credit SPV I · Viola Credit ALF III (two vehicles) · NB SF Canada Investors 2021-1 · NJORDX Holdings DAC; SPC OPPS Holdings S.à r.l. · ABN AMRO Bank N.V. · Abu Dhabi Commercial Bank P.J.S.C. · LuminArx (named in the issuer release) · Goldman Sachs Lending Partners (lead arranger); Goldman Sachs International (swap counterparty) · Global Loan Agency Services Limited (administrative agent); GLAS Trust Corporation Limited (collateral agent)

Pricing

Term SOFR + 5.00% (base rate + 4.00%), 0.00% floor, per the filed credit agreement; the margin steps to 5.25% if a named customer assigns certain site capacity to a customer rated below Baa2/BBB. Undrawn fee 0.50% for the first six months after signing, then 1.00%. Prepayment premium 2.00% in year one and 1.00% in year two from each funding date. Upfront fees sit in an unfiled fee letter. Effective rate 11.30% at 2026-06-30 per the interim financial statements. Blue Owl BDC Q1-2026 10-Qs report the same 5.00% spread.

Terms

Delayed draw term loan commitments of $1,422,000,000 at signing (filed credit agreement, Exhibit 10.14); incremental capacity of up to $350M. Availability ends 2027-09-30 per the prospectus. Drawn: about $58.9M in early 2026 and a further $329.0M in August 2026; at 2026-06-30 the carrying amount was $48.2M with $1,363.1M unused. Per-lender commitments are redacted in the filed agreement. EDGAR-visible slices at 3/31/2026: Blue Owl BDC commitments $400M (OBDC $40M / OCIC $160M / OTF $200M; $16.6M par funded), PIMCO registered funds $350M par across 18 NPORT-P filers (Level 3, carried at par).

Source: Nscale Form S-1 filed 2026-09-18 (acc 0001193125-26-395475): Exhibit 10.14 Credit Agreement dated 2026-02-11, Exhibits 10.15 to 10.17 amendments, and the prospectus; Nscale release 2026-02-12; Blue Owl BDC Q1-2026 10-Qs and PIMCO NPORT-P filings · document

Borrower

Nscale Drift II Holdings Ltd (borrower); guarantors include Nscale Drift II Holdings AS, Nscale Drift II AS, Nscale Global Holdings Limited and Nscale Intermediate Holdings Limited

Seniority

Senior secured

Maturity

2029-06-12 — Maturity date per the prospectus financial statements. The filed agreement defines maturity as full payment of the minimum-return amount, with a long-stop 40 months after the original agreement date. Monthly amortization on a redacted schedule linked to project cash flows; free cash flow after debt service is swept to the lender, with Nscale retaining the lesser of 10% of free cash flow and the adjusted free cash flow.

Collateral

2,304 NVIDIA B200 (SXM) GPUs and 32 GB200 NVL72 servers at the Glomfjord data center, Norway, with English and Norwegian security documents and a charge over the borrower's shares; Sandton held second-ranking security until its facility was repaid in October 2025. Customer contract: Spring (SG) Pte. Ltd., cloud services agreement dated 2025-05-15, with a minimum fee per GPU-hour that is redacted. Parent guarantee demand deferred until 45 days after an event of default and after a $7M cash deposit is applied.

Offtaker

Spring (SG) Pte. Ltd. (named in the filed facility agreement)

Lenders

Macquarie Bank Limited (London Branch) (sole original lender, issuing bank, agent and security agent)

Pricing

One-month Term SOFR + 7.50%, 0.00% floor, payable monthly in cash; commitment fee 35% of the margin; structuring fee $300,000. Minimum return in the filed agreement: total commitments times 1.15x, rising monthly after month 13 to 1.40x after month 37, less interest and principal paid; a 2025-11-30 amendment revised these coefficients and is not filed. Effective interest rate 21.48% (2025) and 22.74% at 2026-06-30 per the financial statements.

Terms

Senior facility agreement dated 2025-06-12, amended and restated 2025-09-22 (Exhibit 10.12): total commitments of $105,000,000 across a term loan and a letter of credit facility (letter of credit up to $28M, in favor of the system integrator, Computacenter (UK) Ltd). Loans fund up to 75% of a GPU purchase price of about $140M. Drawn $70.1M on 2025-08-01 and $34.9M on 2026-01-30; $17.8M repaid in the six months to 2026-06-30; carrying amount $89.2M at 2026-06-30 per the interim financial statements.

Source: Nscale Form S-1 filed 2026-09-18 (acc 0001193125-26-395475): Exhibit 10.12 Amendment and Restatement Agreement dated 2025-09-22 and the prospectus · document