EX-4.6



 Exhibit 4.6 

EXECUTION VERSION 
 Private and
Confidential 
 INTERXION HOLDING N.V. 

a public limited liability company (naamloze vennootschap), incorporated under the laws of The Netherlands, having its corporate seat
(statutaire zetel) in Amsterdam, The Netherlands and its address at Tupolevlaan 24, 1119 NX Schiphol-Rijk, The Netherlands, registered with the Trade Register of the Chamber of Commerce under registration number 33301892 (the
“Company”) 
  

			
	 To:
	  	BARCLAYS BANK PLC (the “Agent”)
	 Address:
	  	1 Churchill Place, London E14 5HP
	Attention:	  	Head of European Loan Agency
		
	Dated:	  	9 February 2018

 Dear Sirs 
 We refer to the EUR
100,000,000 senior multicurrency revolving facility agreement dated 17 June 2013 (as amended and/or restated from time to time) between, among others, the Company, ABN Amro Bank N.V., Barclays Bank PLC, Citigroup Global Markets Limited, Credit
Suisse AG, London Branch and Bank of America Merrill Lynch International Limited (formerly Banc of America Securities Limited) as Arrangers and the Agent (the “Facility Agreement”). 

Unless otherwise defined in this letter or the context otherwise requires, words and phrases defined in the Facility Agreement shall bear the same meaning in
this letter. 
 The Company and the Agent designate this letter as a Finance Document. 

 

	1.	BACKGROUND 

 The Company, on its own behalf and on behalf of the other Obligors pursuant
to Clause 2.4 (Obligors’ Agent) of the Facility Agreement, is seeking the agreement of the Majority Lenders to certain consents and amendments pursuant to Clause 38.1 (Required consents) of the Facility Agreement as set out in
paragraph 3 (Requested Consent) below. 
  

	2.	ADDITIONAL DEFINITIONS 

 In this letter: 

“Effective Date” means the date on which the Consent becomes effective, being the date on which the Agent confirms to the
Company (by countersigning this letter) that the consent of the Majority Lenders to the Consent has been obtained. 

“Consent” means the consent requested in paragraph 3 (Requested Consent) below. 

“Consent Time” means 5.00 pm (London time) on 19 February 2018 (or such later date and time as the Company may specify by
notice in writing to the Agent or may agree with the Agent (acting reasonably)). 

  
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 “Consenting Lender” means each Lender which has provided its irrevocable and
unconditional consent to the Consent to the Agent prior to the Consent Time. 
  

	3.	REQUESTED CONSENT 

  

	(a)	We are writing to you in your capacity as Agent for your consideration and, if thought fit, agreement by the Majority Lenders by the Consent Time to their approval to the following amendments to the Facility Agreement:


  

	 	(i)	adding to the end of paragraph (e) of Clause 23.10 (Holding Companies) the words “or any credit agreement, loan, notes or other debt instrument constituting or evidencing Subordinated Debt (as defined
in Schedule 15 (New York Law Undertakings)) to which it is a party and which are permitted under the Finance Documents”; and 

  

	 	(ii)	adding the words “or commitment letters” immediately after the words “any engagement letters” in paragraph (g) of Clause 23.10 (Holding Companies). 


 

	(b)	We further request, for the period starting immediately from the Effective Date and up to, and including, 1 May 2018 only (the “Revised Guarantor Accession Period”) the Majority Lenders:


  

	 	(i)	(A) waive the undertaking requiring “the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Adjusted EBITDA) of the Guarantors (excluding HQ) represents
at least 85 per cent. of the consolidated Adjusted EBITDA of the Group (including HQ)” contained in paragraph (a) of Clause 23.21 (Guarantor Coverage) of the Facility Agreement; and (B) consent to such undertaking to be
“the aggregate of the earnings before interest, tax, depreciation and amortisation (calculated on the same basis as Adjusted EBITDA) of the Guarantors (excluding HQ) represents at least 80 per cent. of the consolidated Adjusted EBITDA of
the Group (including HQ).”; 

  

	 	(ii)	waive, in relation to InterXion Science Park B.V., the requirements of paragraph (b) of Clause 26.4 (Additional Guarantors) of the Facility Agreement; 


 

	 	(iii)	consent to any other paragraph of Clause 23.21 (Guarantor Coverage) of the Facility Agreement and any other consequential or related provisions in the Facility Agreement or any other Finance Document (including,
but not limited to, Clause 21.4 (Group Companies) of the Facility Agreement) being construed and interpreted in accordance with paragraph (b)(i) and (b)(ii) above; and 


 

	 	(iv)	confirm that no Default and/or Event of Default shall exist or otherwise be deemed to be continuing under the Finance Documents by virtue of the aggregate of the earnings before interest, tax, depreciation and
amortisation (calculated on the same basis as Adjusted EBITDA) of the Guarantors (excluding HQ) not representing at least 85 per cent. of the consolidated Adjusted EBITDA of the Group (including HQ). 


  
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	4.	CONSENT TIME 

 To allow for a timely completion of this process we request that the
approval of the Consent is provided to the Agent by the Consent Time. 
  

	5.	MISCELLANEOUS 

  

	(a)	In consideration for the Consent, the Company shall make the Repeating Representations on the Effective Date by reference to the facts and circumstances existing on that date. 


 

	(b)	By providing its approval of the Consent, each Consenting Lender irrevocably authorises the Agent to execute this letter. 

  

	(c)	Save as expressly provided herein, nothing in this letter shall be construed as a release, waiver or amendment of any provision of any Finance Document and the Company confirms on behalf of itself and each Obligor that
each other Finance Document remains and shall continue in full force and effect. 

  

	(d)	This letter is without prejudice to any other breach of the Finance Documents or Default or Event of Default not referred to herein which may have occurred or will occur. In respect of any Default or Event of Default
which has occurred or may occur as a result of the matters referred to in paragraph 3(b) above and save as set out in paragraph 3(b) above, nothing in this letter shall operate as a waiver thereof and no failure or delay on the part of the Finance
Parties or any of them under the Finance Documents, or any of them, in exercising any rights or remedies in respect thereof shall operate as a waiver of such rights and remedies. 


 

	(e)	All rights and remedies of the Finance Parties under the Finance Documents in respect of any existing Default and/or Event of Default which have been waived during the Revised Guarantor Accession Period in accordance
with paragraph 3(b) above but which are continuing after the last day of the Revised Guarantor Accession Period (subject to any grace periods, qualifications or thresholds under the Facility Agreement) shall be fully exercisable after the expiry of
the Revised Guarantor Accession Period in accordance with the terms of the Facility Agreement. 

  

	(f)	The consent of a Lender (a “Transferring Consenting Lender”) to the Consent will bind any Lender that acquires by way of an assignment or transfer (including by way of novation) any of a
Transferring Consenting Lender’s rights, obligations and Commitments (a “New Consenting Lender”) after the date on which that Transferring Consenting Lender notifies the Agent in writing of its approval to the Consent, and by
providing its approval of the Consent each Transferring Consenting Lender also agrees to procure that any such assignment or transfer is completed on this basis. Such consent and agreement provided by the relevant Transferring Consenting Lender
above will remain valid and binding on the New Consenting Lender to the extent of the New Consenting Lender’s ownership of the relevant Commitments and it shall have the same rights in relation thereto as the Transferring Consenting Lender did
prior to the assignment or transfer. 

  

	(g)	 The Consent shall apply only to the matters specifically referred to in this letter and are given in reliance
upon any written factual information supplied by us to you being true and accurate in all material respects as at the date it was provided and not being misleading in any material respect. Such Consent shall be without prejudice to any rights which
the Finance Parties may now or hereafter have (i) in relation to any other circumstances or matters not specifically 



  
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referred to herein (whether subsisting at the date hereof or otherwise); or (ii) in relation to any such factual written information being untrue or inaccurate in any material respects that
would result in the request being misleading in any material respect, which right shall remain in full force and effect. 

  

	(h)	Pursuant to Clause 18.2 (Amendment costs) of the Facility Agreement, the Company shall (or shall procure that an Obligor will), within three Business Days of demand, reimburse (or procure reimbursement of) the
Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in connection with this Letter. 

  

	(i)	By reference to the facts and circumstances existing at the date of this letter, no Default or Event of Default has occurred or is continuing. 


 

	(j)	This letter may be executed in any number of counterparts and this has the same effect as if the signatures on the counterparts were on a single copy of this letter. 


 

	(k)	A person who is not a party to this letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any of its terms and the consent of any person who is not a party to
this letter is not required to rescind or vary this letter at any time. 

  

	(l)	This letter and any non-contractual obligations arising out of or in connection with it shall be governed by English law and the provisions of Clause 41 (Enforcement) of
the Facility Agreement shall apply, mutatis mutandis, save that references to “this Agreement” shall be construed as references to this letter. 


Thank you in advance for your consideration of the above requests. 

We request that you please seek approval for the Consent. 

[The rest of this page is deliberately left blank] 

  
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 Yours faithfully, 
  

			
	INTERXION HOLDING N.V.
	(the Company and acting as Obligors’ Agent)
	Signature:	 	  
 /s/ David C. Ruberg

	Name:	 	David C. Ruberg
	Position:	 	CEO

 [Signature page to SSRCF Consent Request Letter] 

  
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 By its countersignature of this letter, the Agent confirms that the consent from the Majority Lenders to the
Consent has been obtained and, from the date of such countersignature, the Consent shall enter into effect. 
  

			
	BARCLAYS BANK PLC
	(acting as Agent)
	  
 Signature:
	 	  
 /s/ Emma Sharma

	Name:	 	Emma Sharma
	Position:	 	AVP
	  
 Date:
	 	  
 20/2/2018


 [Signature page to SSRCF Consent Request Letter] 

  
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