CONFIDENTIAL TREATMENT REQUESTED
SENIOR SECURED TERM LOAN B CREDIT AGREEMENT
dated as of [●], 2024
among
IRONHAVEN DATA CENTERS LLC, a Delaware limited liability company, as Borrower,
IRONHAVEN FRANKFURT GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, as Co-Borrower,
IRONHAVEN HOLDINGS INC., a Delaware corporation, as Parent Guarantor,
CRESCENT HARBOR BANK, N.A., as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner,
PINNACLE TRUST COMPANY, N.A., as Collateral Agent,
and
THE LENDERS FROM TIME TO TIME PARTY HERETO
CUSIP: 46283LAA5
Crescent Harbor Deal Reference: CHB-LF-2024-0287
SENIOR SECURED TERM LOAN B CREDIT AGREEMENT
This SENIOR SECURED TERM LOAN B CREDIT AGREEMENT (as amended, restated, supplemented, or otherwise modified from time to time, this "Agreement") is entered into as of [●], 2024, among IRONHAVEN DATA CENTERS LLC, a limited liability company organized under the laws of the State of Delaware (the "Borrower"), IRONHAVEN FRANKFURT GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany (the "Co-Borrower"), IRONHAVEN HOLDINGS INC., a corporation organized under the laws of the State of Delaware (the "Parent Guarantor"), CRESCENT HARBOR BANK, N.A., a national banking association, as Administrative Agent, Sole Lead Arranger, and Sole Bookrunner (in such capacities, the "Administrative Agent"), PINNACLE TRUST COMPANY, N.A., a national trust company, as Collateral Agent (in such capacity, the "Collateral Agent"), and each of the Lenders from time to time party hereto.
RECITALS
WHEREAS, the Borrower has requested that the Lenders make term loans in the aggregate principal amount of $950,000,000 (consisting of a USD Tranche in the aggregate principal amount of $675,000,000 and a EUR Sub-Tranche in the aggregate principal amount of €253,571,429 (the Dollar Equivalent of approximately $275,000,000 at the Closing Date Spot Rate)), to be used for the purposes described herein;
WHEREAS, the Borrower intends to use the proceeds of the USD Tranche to fund, in part, the construction of Phase I of the Virginia Campus, to refinance in full the Existing Mezzanine Notes held by Greystone Mezzanine Fund II, LP, to pay transaction fees and expenses, and for working capital and general corporate purposes;
WHEREAS, the Co-Borrower intends to use the proceeds of the EUR Sub-Tranche to fund the construction of Phase I of the Frankfurt Campus;
WHEREAS, the Parent Guarantor has agreed to guarantee the Secured Obligations of the Borrower and the Co-Borrower hereunder;
WHEREAS, to secure the Secured Obligations, the Loan Parties have agreed to grant to the Collateral Agent, for the benefit of the Secured Parties, first-priority security interests in substantially all of their assets, as more particularly described in the Security Documents; and
WHEREAS, the Lenders are willing to make the Term Loans subject to the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
TABLE OF CONTENTS
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ARTICLE I — DEFINITIONS AND INTERPRETATION
Section 1.01 — Defined Terms
As used in this Agreement, the following terms shall have the meanings set forth below:
"Adjusted EBITDA" or "Consolidated Adjusted EBITDA" means, for any period, Consolidated Net Income of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP, plus, without duplication and to the extent deducted (and not added back) in determining such Consolidated Net Income, the sum of the following: (a) Consolidated Interest Expense for such period; (b) provisions for federal, state, local, and foreign income taxes of the Borrower and its Restricted Subsidiaries for such period (including any penalties and interest relating to such taxes or arising from any tax examinations); (c) depreciation and amortization expense of the Borrower and its Restricted Subsidiaries for such period (including amortization of goodwill, other intangibles, and deferred financing costs); (d) non-cash charges and losses for such period (including stock-based compensation expenses, non-cash impairment charges, and non-cash losses on hedging obligations); (e) certain restructuring and integration charges for such period, provided that such charges shall not exceed, in the aggregate, 10% of Consolidated Adjusted EBITDA for such period (before giving effect to this clause (e)); (f) fees, costs, and expenses incurred in connection with the Transactions, any Permitted Acquisition, any Investment, any Disposition, any issuance or incurrence of Indebtedness (whether or not consummated), and any amendment or modification of this Agreement or any other Loan Document; and (g) cost savings, operating expense reductions, and synergies projected by the Borrower in good faith to be reasonably achievable within twenty-four (24) months of the date of determination (or, in the case of Permitted Acquisitions, within twenty-four (24) months following the consummation thereof), provided that the aggregate amount of such projected cost savings, operating expense reductions, and synergies added back pursuant to this clause (g), when taken together with all other adjustments for cost savings and synergies, shall not exceed 15% of Consolidated Adjusted EBITDA for such period (calculated before giving effect to such add-backs); minus, without duplication and to the extent included in determining such Consolidated Net Income, the sum of (x) non-cash gains and non-cash income included in Consolidated Net Income for such period and (y) any extraordinary or unusual gains for such period. For the avoidance of doubt, the LTM Adjusted EBITDA as of March 31, 2024 (the "Reference EBITDA"), in the amount of $165,800,000, shall be used for all pro forma calculations in connection with the Transactions on the Closing Date.
"Administrative Agent" means Crescent Harbor Bank, N.A., a national banking association organized and existing under the laws of the United States, in its capacity as administrative agent under this Agreement, together with its successors and assigns in such capacity.
"Administrative Agent Fee" means the annual fee of $175,000 per annum payable by the Borrower to the Administrative Agent in arrears on each anniversary of the Closing Date, as compensation for the Administrative Agent's services in administering this Agreement and the other Loan Documents.
"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 terms "controlled by" and "under common control with") means the power, directly or indirectly, to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract, or otherwise.
"Agreement" has the meaning specified in the preamble hereto.
"Anti-Corruption Laws" means all laws, rules, and regulations of any jurisdiction applicable to the Borrower, the Co-Borrower, or their respective Subsidiaries from time to time concerning or relating to bribery or corruption, including the United States Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations thereunder, the UK Bribery Act 2010, and any similar laws of any other jurisdiction.
"Applicable Rate" or "Applicable Margin" means: (a) with respect to USD Tranche Loans, a rate per annum equal to 4.25% (425 basis points); and (b) with respect to EUR Sub-Tranche Loans, a rate per annum equal to 4.25% (425 basis points).
"Arrangement Fee" means the fee payable by the Borrower to the Administrative Agent in its capacity as Sole Lead Arranger, in an amount equal to 1.50% of the aggregate Commitments (i.e., $14,250,000), as more particularly set forth in the Fee Letter dated February 28, 2024, between the Borrower and Crescent Harbor Bank, N.A.
"Asset Sale" means any Disposition of property or assets (including the Equity Interests of any Subsidiary) by the Borrower or any Restricted Subsidiary, other than Permitted Dispositions.
"Assignment and Assumption Agreement" means an assignment and assumption agreement substantially in the form of Exhibit A.
"Bermuda Lender" means any Lender organized under the laws of Bermuda, including Osprey Insurance Capital, Ltd.
"Borrower" means Ironhaven Data Centers LLC, a limited liability company organized under the laws of the State of Delaware, with its principal office at 4500 Dominion Ridge Boulevard, Suite 300, Ashburn, Virginia 20147, and its successors and permitted assigns.
"Borrowing Request" means a notice of borrowing substantially in the form of Exhibit B.
"Business Day" means any day other than a Saturday, a Sunday, or a day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with the EUR Sub-Tranche or any interest rate determination related thereto, "Business Day" shall also be a day on which the TARGET2 payment system (or any successor thereto) is open for the settlement of payments in Euros.
"Call Protection Premium" means, with respect to any voluntary prepayment of the Term Loans or any repricing transaction (as determined by the Administrative Agent in its reasonable judgment) occurring prior to the date that is six (6) months after the Closing Date (i.e., prior to December 3, 2024), a prepayment premium equal to 1.00% of the aggregate principal amount of Term Loans so prepaid or repriced.
"Capital Expenditure" means, for any period, all expenditures made by the Borrower or any Restricted Subsidiary that would be classified as capital expenditures in accordance with GAAP, including expenditures for the purchase or construction of fixed or capital assets, data center facilities, equipment, and infrastructure. Capital Expenditures shall be subject to the annual limitations set forth in Section 7.11.
"Cash Equivalents" means: (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency thereof maturing within one year; (b) commercial paper rated at least A-1 or P-1 maturing within 270 days; (c) certificates of deposit and time deposits maturing within one year issued by any Lender or by any commercial bank having capital and surplus in excess of $500,000,000; and (d) money market funds rated at least Aaa by Moody's or AAA by S&P.
"Change of Control" means the occurrence of any of the following: (a) Thornfield Capital Partners, LP (or its Affiliates, including Thornfield Capital Management LLC and Thornfield Infrastructure Fund III, LP) ceasing to own, directly or indirectly, more than 50% of the Voting Equity Interests of Ironhaven Holdings Inc.; (b) Ironhaven Holdings Inc. ceasing to own, directly or indirectly, 100% of the Equity Interests in the Borrower; (c) the Borrower ceasing to own, directly or indirectly, 100% of the Equity Interests of each Co-Borrower; or (d) the occurrence of a "change of control" (or similar event, howsoever denominated) under any Material Indebtedness of the Borrower or any Restricted Subsidiary that results in an obligation to repurchase, redeem, or repay such Material Indebtedness prior to its stated maturity.
"Closing Date" means the date on which each of the conditions set forth in Section 4.01 and Section 4.02 shall have been satisfied or waived in accordance with the terms hereof (expected to be June 3, 2024).
"Co-Borrower" means Ironhaven Frankfurt GmbH, a Gesellschaft mit beschränkter Haftung organized under the laws of the Federal Republic of Germany, registered with the Amtsgericht Frankfurt am Main under registration number HRB 129457, with its registered office at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, and its successors and permitted assigns.
"Collateral" means all property and assets, whether real, personal, or mixed, tangible or intangible, now existing or hereafter acquired, that are subject to a Lien in favor of the Collateral Agent (for the benefit of the Secured Parties) pursuant to any of the Security Documents, including without limitation (i) the US Collateral and (ii) the German Collateral.
"Collateral Agent" means Pinnacle Trust Company, N.A., a national trust company organized and existing under the laws of the United States, in its capacity as collateral agent and security trustee (including through its London branch for purposes of the German-law security interests and the Parallel Debt structure) for the benefit of the Secured Parties, together with its successors and assigns in such capacity. The Collateral Agent's office is located at 101 Constitution Avenue NW, Washington, D.C. 20001.
"Collateral Agent Fee" means the aggregate annual fee of $200,000 per annum ($125,000 per annum for domestic collateral agency services and $75,000 per annum for German parallel-debt and security trustee services), payable by the Borrower to the Collateral Agent in advance on each anniversary of the Closing Date.
"Commitment" means, with respect to each Lender, the commitment of such Lender to make a Term Loan to the Borrower and/or the Co-Borrower on the Closing Date, in the amount set forth opposite such Lender's name on Schedule 2.01, as such amount may be reduced or adjusted from time to time in accordance with this Agreement. The aggregate principal amount of all Commitments as of the date hereof is $950,000,000.
"Commitment Letter" means the commitment letter dated January 22, 2024, among the Borrower, the Parent Guarantor, and Crescent Harbor Bank, N.A. (as amended by the First Amendment thereto dated February 14, 2024), pursuant to which Crescent Harbor Bank, N.A. committed to arrange the Term Loan facility contemplated hereby.
"Compliance Certificate" means a certificate substantially in the form of Exhibit D.
"Confidential Information Memorandum" means the Confidential Information Memorandum dated March 2024 prepared by Crescent Harbor Bank, N.A. in connection with the syndication of the Term Loans.
"Consolidated Cash Interest Expense" means, for any period, the aggregate amount of interest expense (paid or payable in cash during such period, and not paid-in-kind or capitalized) of the Borrower and its Restricted Subsidiaries on a consolidated basis, determined in accordance with GAAP, including all commitment fees, letter of credit fees, and net costs under Swap Contracts, but excluding (i) amortization of OID, (ii) amortization of deferred financing costs, (iii) non-cash interest expense, and (iv) any one-time financing fees (including the Arrangement Fee).
"Consolidated Net Income" means, for any period, the net income (or net loss) of the Borrower and its Restricted Subsidiaries for such period, determined on a consolidated basis in accordance with GAAP.
"Consolidated Total Debt" means, at any date of determination, the aggregate principal amount of all Funded Debt of the Borrower and its Restricted Subsidiaries on a consolidated basis as of such date, determined in accordance with GAAP.
"Consolidated Total Net Debt" means, at any date of determination, Consolidated Total Debt as of such date minus Unrestricted Cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries as of such date; provided that the amount of Unrestricted Cash and Cash Equivalents subtracted pursuant to this definition shall not exceed $100,000,000 for purposes of netting.
"Default" means any event or condition that, with the giving of notice or lapse of time or both, would constitute an Event of Default.
"Disposition" means any sale, transfer, assignment, conveyance, lease, license, or other disposition (including any sale-leaseback transaction) of any property or assets by the Borrower or any Restricted Subsidiary, whether in a single transaction or a series of related transactions.
"Dollar Equivalent" means, with respect to any amount denominated in Euros, the equivalent amount in Dollars determined at the applicable Spot Rate.
"Dollars" or "$" means the lawful currency of the United States.
"Equity Interests" means, with respect to any Person, all shares of capital stock, partnership interests, membership interests, or other equity interests (or equivalent) of such Person, and all options, warrants, and other rights to acquire any such equity interests.
"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and the rules and regulations thereunder.
"ERISA Event" means (a) a Reportable Event with respect to any Plan, (b) the withdrawal of any Loan Party or any ERISA Affiliate from a Plan during a plan year in which it was a "substantial employer" as defined in Section 4001(a)(2) of ERISA, (c) the filing of a notice of intent to terminate any Plan, or the treatment of any Plan amendment as a termination under Section 4041(c) of ERISA, (d) the institution of proceedings by the PBGC to terminate any Plan, (e) the occurrence of any event or condition that constitutes grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or (f) the imposition of any liability under Title IV of ERISA (other than for PBGC premiums due but not delinquent).
"EUR Sub-Tranche" means the tranche of Term Loans denominated in Euros in an aggregate principal amount of €253,571,429 (the Dollar Equivalent of which, at the Closing Date Spot Rate of EUR 1.00 = USD 1.0846, is approximately $275,000,000), funded to the Co-Borrower for the purpose of financing the construction of Phase I of the Frankfurt Campus.
"EUR Sub-Tranche Lenders" means NordBrücke AG and any other Lenders allocated to the EUR Sub-Tranche as set forth on Schedule 2.01, together with their respective successors and assigns.
"EURIBOR" means the Euro Interbank Offered Rate administered by the European Money Markets Institute (EMMI) (or any successor administrator) for the applicable Interest Period, as determined in accordance with Section 2.14; provided that if EURIBOR, as so determined, would be less than 0.00% per annum, EURIBOR shall be deemed to be 0.00% per annum for purposes of this Agreement.
"Euro" or "€" means the single currency of the Participating Member States of the European Union.
"Event of Default" has the meaning specified in Section 8.01.
"Excess Cash Flow" means, for any fiscal year of the Borrower, the excess of (A) Consolidated Adjusted EBITDA for such fiscal year over (B) the sum, without duplication, of (a) Consolidated Cash Interest Expense actually paid in cash during such fiscal year; (b) scheduled principal payments of Funded Debt actually made during such fiscal year (excluding voluntary prepayments and mandatory prepayments under Section 2.08); (c) Capital Expenditures actually made during such fiscal year to the extent financed with internally generated cash flow (and not financed with equity contributions, long-term debt proceeds, or insurance/condemnation proceeds); (d) federal, state, local, and foreign income taxes actually paid in cash during such fiscal year; (e) the increase (or, if a decrease, minus such decrease) in Working Capital during such fiscal year; (f) Restricted Payments actually made in cash during such fiscal year to the extent permitted under Section 6.05; (g) cash consideration paid for Permitted Acquisitions consummated during such fiscal year (to the extent not financed with long-term debt proceeds or equity contributions); and (h) other customary deductions reasonably agreed upon by the Borrower and the Administrative Agent.
"Excess Cash Flow Percentage" means: (a) 75%, if the Net Leverage Ratio as of the last day of the applicable fiscal year (after giving pro forma effect to such prepayment) exceeds 4.50 to 1.00; (b) 50%, if the Net Leverage Ratio as of the last day of the applicable fiscal year (after giving pro forma effect to such prepayment) exceeds 3.50 to 1.00 but is less than or equal to 4.50 to 1.00; and (c) 25%, if the Net Leverage Ratio as of the last day of the applicable fiscal year (after giving pro forma effect to such prepayment) is less than or equal to 3.50 to 1.00.
"Excluded Taxes" means any of the following Taxes imposed on or with respect to any Recipient or required to be withheld or deducted from a payment to a Recipient: (i) Taxes imposed on or measured by net income (however denominated), franchise Taxes, and branch profits Taxes, in each case imposed as a result of such Recipient being organized under the laws of, or having its principal office or, in the case of any Lender, its applicable lending office located in, the jurisdiction imposing such Tax (or any political subdivision thereof); (ii) Taxes imposed as a result of a present or former connection between such Recipient and the jurisdiction imposing such Tax (other than connections arising from such Recipient having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to, or enforced any Loan Document); (iii) Taxes attributable to such Recipient's failure to comply with Section 2.12(d); and (iv) any U.S. federal withholding Taxes imposed under FATCA.
"Existing Mezzanine Notes" means the $130,000,000 in aggregate principal amount of mezzanine notes (CUSIP: 39817MAB3) issued by the Borrower, bearing interest at a rate of 12.50% per annum (payable in kind), held by Greystone Mezzanine Fund II, LP, which notes are to be repaid in full (including accrued PIK interest) on the Closing Date.
"Existing Revolving Credit Facility" means the Super-Senior Revolving Credit Facility dated [●], among the Borrower, Crescent Harbor Bank, N.A., as lender and administrative agent, and the other parties thereto, providing for revolving commitments in the aggregate principal amount of $100,000,000, as the same may be amended, restated, supplemented, or otherwise modified from time to time.
"FATCA" means Sections 1471 through 1474 of the Internal Revenue Code (or any amended or successor version of such Sections that is substantively comparable), any current or future Treasury Regulations promulgated thereunder, any official IRS rulings or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Internal Revenue Code, and any intergovernmental agreements entered into in connection with the implementation of such Sections of the Internal Revenue Code and any fiscal or regulatory legislation, rules, or official practices adopted pursuant to any such intergovernmental agreement.
"Fee Letter" means the fee letter dated February 28, 2024, between the Borrower and Crescent Harbor Bank, N.A., as amended.
"Frankfurt Campus" or "Ironhaven Frankfurt I" means the data center campus located at Hanauer Landstraße 188, 60314 Frankfurt am Main, Germany, consisting of approximately 18.7 hectares, with a planned total capacity of 80 MW critical IT load (Phase I: 40 MW), and an estimated Phase I development cost of approximately €253,600,000 (approximately $275,000,000 at the Closing Date Spot Rate).
"Funded Debt" means, with respect to any Person, all Indebtedness of such Person for borrowed money, all purchase money obligations, all capital lease obligations, and all Guarantees of the foregoing.
"GAAP" means generally accepted accounting principles in the United States as in effect from time to time, applied on a consistent basis.
"German Collateral" means the collateral securing the Secured Obligations under the German Security Documents, including: (i) the Grundschuld (non-accessory land charge without certificate, Grundschuld ohne Brief) over the Frankfurt Campus parcel (Grundbuch von Frankfurt am Main-Ost, Blatt 54321, Flur 12, Flurstück 789); (ii) the global assignment of receivables (Globalzession) of the Co-Borrower; (iii) the pledge of bank accounts of the Co-Borrower held at NordBrücke AG (Kontoverpfändung); (iv) the security transfer of movable assets of the Co-Borrower (Sicherungsübereignung); and (v) the pledge of 100% of the shares (Geschäftsanteile) in the Co-Borrower (Anteilsverpfändung).
"German Security Documents" means, collectively, (i) the Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), (ii) the Grundschuldbestellungsurkunde (deed of creation of land charge), (iii) the Globalzession (global assignment of receivables agreement), (iv) the Kontoverpfändungsvertrag (account pledge agreement), (v) the Sicherungsübereignungsvertrag (security transfer of movable assets agreement), (vi) the Anteilsverpfändungsvertrag (share pledge agreement), and (vii) the Sicherungszweckerklärung (security purpose declaration), each as governed by the laws of the Federal Republic of Germany.
"Grundschuld" means the non-accessory land charge without certificate (Grundschuld ohne Brief) in the amount of [●] to be registered over the Frankfurt Campus parcel in accordance with the Grundschuldbestellungsurkunde.
"Guarantee" means, with respect to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness of any other Person in any manner.
"Guarantee Agreement" means the Guarantee Agreement dated as of the date hereof, made by the Parent Guarantor in favor of the Administrative Agent, for the benefit of the Secured Parties.
"Indebtedness" means, with respect to any Person at any date, without duplication, (a) all obligations for borrowed money, (b) all obligations evidenced by bonds, debentures, notes, or other similar instruments, (c) all obligations under conditional sale or other title retention agreements, (d) all capital lease obligations, (e) all obligations to pay the deferred purchase price of property or services (other than trade payables incurred in the ordinary course), (f) all reimbursement obligations in respect of letters of credit or bankers' acceptances, (g) all Guarantees of any of the foregoing, and (h) all obligations referred to in clauses (a) through (g) above of any other Person secured by a Lien on any property of such Person.
"Indemnified Taxes" means (a) Taxes, other than Excluded Taxes, imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan Document, and (b) to the extent not otherwise described in clause (a), Other Taxes.
"Intercreditor Agreement" means the Intercreditor Agreement dated as of the Closing Date, among the Administrative Agent, the Collateral Agent, and Crescent Harbor Bank, N.A. (as agent and lender under the Existing Revolving Credit Facility), setting forth the relative priorities and rights of the parties with respect to the Collateral, including the Super-Senior status of the Existing Revolving Credit Facility.
"Interest Coverage Ratio" means, as of the last day of any Test Period, the ratio of (a) Consolidated Adjusted EBITDA for such Test Period to (b) Consolidated Cash Interest Expense for such Test Period.
"Interest Period" means, with respect to any Term Loan bearing interest at Term SOFR or EURIBOR, the period commencing on the date such Loan is made (or the last day of the immediately preceding Interest Period) and ending on the numerically corresponding day in the calendar month that is one (1), three (3), or six (6) months thereafter, as selected by the Borrower in the applicable Borrowing Request or Interest Election Request; provided that (a) if any Interest Period would end on a day that is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the immediately preceding Business Day, and (b) any Interest Period that commences on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period.
"Internal Revenue Code" or "IRC" means the Internal Revenue Code of 1986, as amended from time to time, and the rules and regulations promulgated thereunder.
"Lenders" means the financial institutions listed on Schedule 2.01 and any Person that becomes a "Lender" hereunder pursuant to an Assignment and Assumption Agreement, other than any such Person that ceases to be a "Lender" hereunder pursuant to an Assignment and Assumption Agreement.
"Lien" means, with respect to any asset, (a) any mortgage, deed of trust, Grundschuld, hypothec, pledge, hypothecation, encumbrance, charge, or security interest in, on, or of such asset, (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease, or title retention agreement relating to such asset, and (c) in the case of securities, any purchase option, call, or similar right of a third party with respect to such securities.
"Loan Documents" means, collectively, this Agreement, the Guarantee Agreement, the Security Documents, the Intercreditor Agreement, the Fee Letter, the Promissory Notes (if any), the Escrow Agreements, and each other agreement, instrument, and document executed and delivered in connection herewith.
"Loan Parties" means, collectively, the Borrower, the Co-Borrower, and the Parent Guarantor.
"Material Adverse Effect" means a material adverse effect on (a) the business, assets, financial condition, or results of operations of the Borrower and its Restricted Subsidiaries, taken as a whole, (b) the ability of any Loan Party to perform its material obligations under any Loan Document to which it is a party, or (c) the rights and remedies of the Administrative Agent, the Collateral Agent, and the Lenders under the Loan Documents.
"Material Contract" means any contract or agreement to which any Loan Party or any Restricted Subsidiary is a party, the termination or breach of which could reasonably be expected to have a Material Adverse Effect, including those contracts listed on Schedule 3.18.
"Material Indebtedness" means Indebtedness of any Loan Party or any Restricted Subsidiary in an aggregate outstanding principal amount exceeding $15,000,000.
"Maturity Date" means June 3, 2031, being the date that is seven (7) years after the Closing Date.
"Net Cash Proceeds" means, with respect to any Disposition, casualty event, condemnation, or issuance of debt or equity, the cash and Cash Equivalents received by the Borrower or any Restricted Subsidiary in connection therewith, net of (a) direct costs and expenses incurred in connection therewith (including legal fees, underwriting discounts, sales commissions, and brokerage fees), (b) taxes paid or reasonably estimated to be payable in connection therewith, (c) amounts required to be applied to the repayment of Indebtedness secured by a Lien (other than a Lien under the Loan Documents) on the asset that is the subject of such transaction, and (d) in the case of any Disposition, an appropriate reserve for post-closing purchase price adjustments and indemnification obligations.
"Net Leverage Ratio" means, as of the last day of any Test Period, the ratio of (a) Consolidated Total Net Debt as of such date to (b) Consolidated Adjusted EBITDA for such Test Period.
"OFAC" means the Office of Foreign Assets Control of the United States Department of the Treasury.
"OID" means the original issue discount of 50 basis points (0.50%) applicable to the Term Loans, resulting in net funding proceeds to the Borrower of 99.50% of the aggregate principal amount of the Term Loans. For the avoidance of doubt, the aggregate OID on the full $950,000,000 of Commitments equals $4,750,000, and the aggregate net proceeds to the Borrower shall be $945,250,000.
"Other Taxes" means all present or future stamp, court, documentary, intangible, recording, filing, or similar Taxes that arise from any payment made under, from the execution, delivery, performance, enforcement, or registration of, from the receipt or perfection of a security interest under, or otherwise with respect to, any Loan Document, except any such Taxes that are Other Connection Taxes imposed with respect to an assignment.
"Parallel Debt" means the independent abstract debt obligation (abstraktes Schuldanerkenntnis) created under the Parallel Debt and Security Trust Agreement (Sicherheitentreuhandvertrag), providing the Collateral Agent (acting through its London branch) with a claim under the laws of the Federal Republic of Germany equal to the Secured Obligations, for the purpose of creating and enforcing the German-law security interests, including the Grundschuld, the Globalzession, the Kontoverpfändung, the Sicherungsübereignung, and the Anteilsverpfändung.
"Parent Guarantor" means Ironhaven Holdings Inc., a corporation organized under the laws of the State of Delaware.
"Permitted Acquisition" means any acquisition by the Borrower or any Restricted Subsidiary of all or substantially all of the assets of, or all of the Equity Interests in, any Person that is engaged in a Permitted Business, provided that (a) no Default or Event of Default shall exist or would result therefrom, (b) the Borrower shall be in compliance with the financial covenants set forth in Article VII on a pro forma basis after giving effect thereto, and (c) the aggregate cash consideration for all Permitted Acquisitions shall not exceed the greater of $25,000,000 and 15% of LTM Adjusted EBITDA in any fiscal year.
"Permitted Business" means the ownership, development, construction, management, leasing, and operation of data center facilities and related services, including co-location services, managed hosting, interconnection, and other ancillary services customarily provided by operators of data center facilities.
"Permitted Dispositions" has the meaning specified in Section 6.04.
"Permitted Indebtedness" has the meaning specified in Section 6.01.
"Permitted Investments" has the meaning specified in Section 6.06.
"Permitted Liens" has the meaning specified in Section 6.02.
"Person" means any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental authority, or any other entity.
"Plan" means any "employee benefit plan" as defined in Section 3(3) of ERISA (other than a Multiemployer Plan) that is subject to Title IV of ERISA and is sponsored, maintained, or contributed to by any Loan Party or any ERISA Affiliate.
"Promissory Note" means a promissory note substantially in the form of Exhibit C.
"Recipient" means (a) the Administrative Agent, (b) the Collateral Agent, and (c) any Lender, as applicable.
"Related Parties" means, with respect to any Person, such Person's Affiliates and the partners, directors, officers, employees, agents, advisors, and other representatives of such Person and such Person's Affiliates.
"Required Lenders" means, at any time, Lenders having outstanding Term Loans and unused Commitments representing more than 50% of the sum of the total outstanding Term Loans and unused Commitments at such time; provided that the Commitment and outstanding Term Loans of any Defaulting Lender shall be excluded from such calculation.
"Restricted Payment" means any dividend, distribution, or other payment on account of any Equity Interests in the Borrower or any Restricted Subsidiary (other than dividends or distributions payable in additional Equity Interests), or any purchase, redemption, retirement, defeasance, or other acquisition for value of any such Equity Interests.
"Restricted Subsidiary" means any Subsidiary of the Borrower other than an Unrestricted Subsidiary.
"Sanctioned Country" means, at any time, a country, region, or territory that is itself the subject or target of comprehensive Sanctions (as of the date of this Agreement, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine).
"Sanctioned Person" means any Person: (a) listed on the Specially Designated Nationals and blocked Persons List (the "SDN List"), the Sectoral Sanctions Identifications List (the "SSI List"), or any other sanctions-related list maintained by OFAC, the European Union (including the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions), the United Nations Security Council, His Majesty's Treasury of the United Kingdom (Office of Financial Sanctions Implementation, or "OFSI"), or the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, or "BaFin"); (b) located, organized, or resident in a Sanctioned Country; or (c) owned or controlled by, or acting on behalf of, any Person described in clauses (a) or (b) above.
"Sanctions" means all economic or financial sanctions or trade embargoes imposed, administered, or enforced from time to time by: (a) OFAC, the U.S. Department of State, or any other governmental authority of the United States; (b) the European Union or any EU Member State; (c) the United Nations Security Council; or (d) His Majesty's Treasury of the United Kingdom (OFSI).
"Secured Obligations" means all Obligations of the Loan Parties under the Loan Documents, including all principal, interest, fees, premiums, indemnification payments, and other amounts payable by any Loan Party under or in connection with this Agreement or any other Loan Document.
"Secured Parties" means the Administrative Agent, the Collateral Agent, and each Lender, and their respective successors and assigns.
"Security Agreement" means the Security Agreement dated as of the Closing Date, among the Borrower, the Parent Guarantor, and the Collateral Agent.
"Security Documents" means, collectively, the Security Agreement, the Pledge Agreement, the Deed of Trust, the Deposit Account Control Agreements, the IP Security Agreement, the German Security Documents, and each other agreement, instrument, or document creating or purporting to create a Lien on any Collateral in favor of the Collateral Agent for the benefit of the Secured Parties.
"SOFR" means the Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or any successor administrator acceptable to the Administrative Agent), as determined in accordance with Section 2.14; provided that if Term SOFR (as so determined) would be less than 0.50% per annum, Term SOFR shall be deemed to be 0.50% per annum for purposes of this Agreement.
"Solvency Certificate" means a certificate substantially in the form of Exhibit F.
"Spot Rate" means, with respect to the conversion of Euros to Dollars (or vice versa) on the Closing Date, the exchange rate of EUR 1.00 = USD 1.0846, as quoted by Crescent Harbor Bank, N.A. at approximately 11:00 a.m. (New York City time) on the Business Day immediately preceding the Closing Date; and, for all purposes after the Closing Date (including for purposes of financial covenant testing and currency conversion), the Spot Rate shall be the exchange rate as quoted by Crescent Harbor Bank, N.A. at approximately 11:00 a.m. (New York City time) on the last Business Day of the relevant Test Period or other applicable date of determination.
"Subsidiary" means, with respect to any Person, any corporation, limited liability company, partnership, or other entity of which (a) securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power are, at the time any determination is being made, directly or indirectly owned, controlled, or held by such Person, or (b) such Person or one or more Subsidiaries of such Person is a general partner or managing member (or a functional equivalent thereof).
"Swap Contract" means any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, and currency options, or any other similar transactions.
"Taxes" means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees, or other charges imposed by any governmental authority, including any interest, additions to tax, or penalties applicable thereto.
"Term Loan" means a loan made by a Lender to the Borrower or the Co-Borrower under this Agreement on the Closing Date in accordance with Article II.
"Term SOFR" means, for any Interest Period, the forward-looking term rate based on SOFR for a period approximately equal to such Interest Period, as published by the CME Group (or any successor administrator acceptable to the Administrative Agent).
"Test Period" means each period of four (4) consecutive fiscal quarters ending on the last day of a fiscal quarter of the Borrower, commencing with the fiscal quarter ending September 30, 2024.
"Ticking Fee" means a fee at a rate of 0.25% per annum on the aggregate undrawn Commitments, accruing from March 15, 2024 through the earlier of (a) the Closing Date and (b) the date on which the Commitments are terminated in accordance with the terms hereof.
"Transactions" means, collectively, (a) the execution and delivery of this Agreement and the other Loan Documents, (b) the making of the Term Loans, (c) the refinancing of the Existing Mezzanine Notes, (d) the funding of the Virginia Campus and Frankfurt Campus construction escrows, (e) the payment of all fees and expenses in connection with the foregoing, and (f) the equity contribution by Thornfield Infrastructure Fund III, LP.
"Unrestricted Cash" means cash and Cash Equivalents of the Borrower and its Restricted Subsidiaries that are (a) held in deposit accounts subject to a Deposit Account Control Agreement in favor of the Collateral Agent, (b) free and clear of all Liens (other than Liens in favor of the Collateral Agent and Permitted Liens), and (c) not subject to any restrictions on use (other than restrictions imposed by the Loan Documents).
"USD Tranche" means the tranche of Term Loans denominated in Dollars in an aggregate principal amount of $675,000,000, funded to the Borrower for the purpose of financing the Virginia Campus, refinancing the Existing Mezzanine Notes, paying transaction fees and expenses, and for working capital and general corporate purposes.
"US Collateral" means the collateral securing the Secured Obligations under the US Security Documents, including: (i) a first-priority lien on all personal property assets of the Borrower and the Parent Guarantor (including all accounts, chattel paper, commercial tort claims, deposit accounts, equipment, general intangibles, goods, instruments, inventory, investment property, letter-of-credit rights, and supporting obligations); (ii) the fee simple interest in approximately 142 acres in Loudoun County, Virginia (Tax Parcel Nos. 087-27-1234 and 087-27-1235); (iii) all fixtures, equipment, intellectual property, and deposit accounts; (iv) 100% of the Equity Interests in the Borrower (pledged by the Parent Guarantor); and (v) 100% of the Equity Interests in the Co-Borrower (pledged by the Borrower).
"US Security Documents" means, collectively, the Security Agreement, the Pledge Agreement, the Deed of Trust, the Deposit Account Control Agreements, and the IP Security Agreement, each as governed by the laws of the State of New York or, in the case of the Deed of Trust, the laws of the Commonwealth of Virginia.
"Virginia Campus" or "Ironhaven Ashburn I" means the data center campus located at 4500–4550 Dominion Ridge Boulevard, Ashburn, Loudoun County, Virginia 20147, consisting of approximately 142 acres (two parcels, Tax Parcel Nos. 087-27-1234 and 087-27-1235), with a planned total capacity of 120 MW critical IT load (Phase I: 60 MW), and an estimated Phase I development cost of approximately $475,000,000.
"Voting Equity Interests" means, with respect to any Person, all Equity Interests of such Person carrying voting rights under ordinary circumstances for the election of directors (or the functional equivalent thereof).
"Working Capital" means, at any date, the excess of current assets (excluding cash and Cash Equivalents) over current liabilities (excluding the current portion of long-term Funded Debt) of the Borrower and its Restricted Subsidiaries on a consolidated basis.
Section 1.02 — Other Interpretive Provisions
Unless the context of this Agreement otherwise requires: (a) the definitions of terms herein shall apply equally to the singular and plural forms of the terms defined; (b) whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms; (c) the words "include," "includes," and "including" shall be deemed to be followed by the phrase "without limitation"; (d) the word "will" shall be construed to have the same meaning and effect as the word "shall"; (e) any definition of or reference to any agreement, instrument, or other document herein shall be construed as referring to such agreement, instrument, or other document as from time to time amended, restated, supplemented, or otherwise modified (subject to any restrictions on such amendments, restatements, supplements, or modifications set forth herein); (f) any reference herein to any Person shall be construed to include such Person's successors and assigns; (g) the words "herein," "hereof," and "hereunder," and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof; (h) all references herein to "Sections," "Exhibits," and "Schedules" shall be construed to refer to Sections of, and Exhibits and Schedules to, this Agreement unless otherwise specifically provided; and (i) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts, and contract rights.
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP as in effect from time to time, applied on a consistent basis; provided that if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Closing Date in GAAP or in the application thereof on the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request such an amendment), regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be interpreted on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith.
All references to times of day herein shall be references to New York City time (Eastern Time) unless otherwise expressly stated. For purposes of financial covenant testing under Article VII, amounts denominated in Euros shall be converted to Dollars at the Spot Rate determined as of the last day of the relevant Test Period.
Section 1.03 — Rounding
Any financial ratios required to be maintained or tested by any Loan Party pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein, and rounding the result up or down to the nearest number (with a rounding-up if there is no nearest number) to two (2) decimal places.
Section 1.04 — References to Agreements and Laws
Unless otherwise expressly provided herein, (a) references to any agreement (including this Agreement), instrument, statute, or regulation are to such agreement, instrument, statute, or regulation as amended, restated, supplemented, or otherwise modified from time to time, and (b) references to any statute or regulation shall include all statutory and regulatory provisions consolidating, amending, replacing, or interpreting such statute or regulation.
Section 1.05 — Currency Equivalents
For purposes of this Agreement, the Dollar Equivalent of the EUR Sub-Tranche shall be calculated at the Spot Rate as of the Closing Date. For ongoing compliance purposes, including the determination of compliance with the financial covenants set forth in Article VII and the baskets and thresholds set forth in Articles V and VI, the Dollar Equivalent of amounts denominated in Euros shall be re-determined at the Spot Rate as of the last Business Day of the relevant Test Period or other applicable determination date.
Section 1.06 — Divisions
For all purposes under the Loan Documents, in connection with any division or plan of division under the Delaware Limited Liability Company Act (or any comparable event under a different jurisdiction's laws): (a) if any asset, right, obligation, or liability of any Person becomes the asset, right, obligation, or liability of a different Person, then it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Equity Interests at such time.
ARTICLE II — THE TERM LOAN FACILITY
Section 2.01 — Term Loan Commitments
(a) Subject to the terms and conditions set forth herein, each Lender severally and not jointly agrees to make a Term Loan to the Borrower (in the case of the USD Tranche) and/or to the Co-Borrower (in the case of the EUR Sub-Tranche) on the Closing Date, in a single drawing, in an aggregate principal amount equal to such Lender's Commitment as set forth on Schedule 2.01. The Commitments of the Lenders are several, and no Lender shall be responsible for any other Lender's failure to make its Term Loan. The aggregate Commitments of all Lenders as of the date hereof are as follows:
(b) The USD Tranche shall be in an aggregate principal amount of $675,000,000, funded to the Borrower in Dollars. The EUR Sub-Tranche shall be in an aggregate principal amount of €253,571,429 (the Dollar Equivalent of which, at the Closing Date Spot Rate of EUR 1.00 = USD 1.0846, is approximately $275,000,000), funded to the Co-Borrower in Euros.
(c) Amounts repaid or prepaid in respect of the Term Loans may not be reborrowed. The Term Loans are non-revolving term loans, and the Commitments shall be automatically and permanently reduced to zero upon the funding of the Term Loans on the Closing Date.
Section 2.02 — Borrowing Procedures
(a) The Borrower (on behalf of itself and the Co-Borrower) shall deliver a Borrowing Request, substantially in the form of Exhibit B, to the Administrative Agent no later than 1:00 p.m. (New York City time) three (3) Business Days prior to the requested Closing Date funding date. The Borrowing Request shall specify (i) the aggregate principal amount of Term Loans to be borrowed under the USD Tranche and the EUR Sub-Tranche, respectively, (ii) the currency of each Tranche (Dollars for the USD Tranche and Euros for the EUR Sub-Tranche), (iii) the initial Interest Period for each Tranche (one, three, or six months), (iv) the applicable benchmark rate (Term SOFR for the USD Tranche; EURIBOR for the EUR Sub-Tranche), and (v) wire transfer instructions for the accounts to which the proceeds of each Tranche are to be credited.
(b) The EUR Sub-Tranche shall be funded in Euros at the Spot Rate on the Closing Date. Promptly following receipt of a conforming Borrowing Request, the Administrative Agent shall notify each Lender of (i) the proposed Closing Date, (ii) the aggregate principal amount of Term Loans to be funded, (iii) such Lender's pro rata share of the requested borrowing, and (iv) the applicable Interest Period and benchmark rate.
Section 2.03 — Funding of Term Loans
(a) Each Lender shall make available to the Administrative Agent, at the Administrative Agent's office at 1200 Harbor Point Drive, Charlotte, NC 28202, or such other location as the Administrative Agent may specify, in immediately available funds, no later than 1:00 p.m. (New York City time) on the Closing Date, an amount equal to such Lender's pro rata share of the Term Loans to be funded on the Closing Date. Upon satisfaction (or waiver) of the conditions precedent set forth in Article IV, the Administrative Agent shall credit the proceeds of the USD Tranche to the Borrower's designated account at Crescent Harbor Bank, N.A. and the proceeds of the EUR Sub-Tranche to the Co-Borrower's designated account at NordBrücke AG.
(b) The Term Loans shall be funded at an original issue discount of 50 basis points (0.50%), such that each Lender shall fund 99.50% of its Commitment, and the aggregate OID of $4,750,000 (representing 0.50% of $950,000,000) shall be retained by the Lenders as part of their compensation for making the Term Loans. The aggregate net proceeds to the Borrower and the Co-Borrower shall be $945,250,000 (or the equivalent thereof in Dollars and Euros, as applicable).
(c) Unless the Administrative Agent shall have been notified by any Lender prior to the Closing Date that such Lender will not make available to the Administrative Agent its pro rata share of the Term Loans, the Administrative Agent may assume that such Lender has made such funds available and may, in reliance upon such assumption, credit the applicable amounts to the Borrower and the Co-Borrower. If any Lender fails to make available to the Administrative Agent its pro rata share of the Term Loans by the required time on the Closing Date, such Lender shall pay to the Administrative Agent, on demand, the amount of such Lender's required funding, together with interest thereon at the Federal Funds Rate for each day during the period from and including such required funding date to but excluding the date such amount is paid.
Section 2.04 — Use of Proceeds
(a) The Borrower shall use the proceeds of the USD Tranche ($675,000,000) solely as follows:
(i) to fund Phase I construction of the Virginia Campus in an amount of $475,000,000, which amount shall be deposited into the Virginia campus construction escrow account established and maintained by Pinnacle Trust Company, N.A., as Escrow Agent, pursuant to the Virginia Escrow Agreement;
(ii) to refinance in full the Existing Mezzanine Notes held by Greystone Mezzanine Fund II, LP, in an aggregate payoff amount of $132,708,333.33 (consisting of $130,000,000 in outstanding principal and $2,708,333.33 of accrued PIK interest through the Closing Date);
(iii) to pay transaction fees and expenses in connection with the Transactions in an amount not to exceed $32,500,000 (including the Arrangement Fee, the Ticking Fee, the OID, legal fees, advisory fees, title insurance premiums, appraisal costs, and environmental report costs); and
(iv) for working capital and general corporate purposes of the Borrower and its Restricted Subsidiaries in an amount of approximately $37,500,000 (representing the balance of the USD Tranche proceeds after application of clauses (i) through (iii) above, net of the OID allocable to the USD Tranche).
(b) The Co-Borrower shall use the proceeds of the EUR Sub-Tranche (€253,571,429) solely to fund Phase I construction of the Frankfurt Campus, which proceeds shall be deposited into the Frankfurt campus construction escrow account established and maintained by NordBrücke AG, as Frankfurt Escrow Bank, pursuant to the Frankfurt Escrow Agreement.
(c) No portion of the proceeds of the Term Loans shall be used, directly or indirectly, (i) to fund any activities or business of or with any Sanctioned Person or in any Sanctioned Country, (ii) in any manner that would result in a violation of Sanctions by any Person, (iii) to make any payment to any governmental official or employee, political party, official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain, or direct business or obtain any improper advantage, in violation of the FCPA or any other applicable Anti-Corruption Law, or (iv) in any manner that would violate any applicable anti-money laundering law.
Section 2.05 — Interest
(a) Interest Rate — USD Tranche. Each USD Tranche Loan shall bear interest at a rate per annum equal to Term SOFR for the applicable Interest Period, plus the Applicable Rate of 4.25% (425 basis points) per annum. The SOFR Floor shall be 0.50% per annum. If, as of any date of determination, Term SOFR for any Interest Period would be less than 0.50%, Term SOFR shall be deemed to be 0.50% per annum for purposes of calculating the interest rate applicable to the USD Tranche Loans for such Interest Period.
(b) Interest Rate — EUR Sub-Tranche. Each EUR Sub-Tranche Loan shall bear interest at a rate per annum equal to EURIBOR for the applicable Interest Period, plus the Applicable Rate of 4.25% (425 basis points) per annum. The EURIBOR Floor shall be 0.00% per annum. If, as of any date of determination, EURIBOR for any Interest Period would be less than 0.00%, EURIBOR shall be deemed to be 0.00% per annum for purposes of calculating the interest rate applicable to the EUR Sub-Tranche Loans for such Interest Period.
(c) Default Interest. Upon the occurrence and during the continuance of any Event of Default, the outstanding principal amount of all Term Loans and, to the extent permitted by applicable law, all overdue interest, fees, and other amounts payable hereunder, shall bear interest at an additional rate of 2.00% per annum above the otherwise applicable interest rate (the "Default Rate"). Default interest shall accrue from the date of such Event of Default and shall be payable on demand.
(d) Interest Payment Dates. Accrued interest on each Term Loan shall be payable in arrears on the last day of each Interest Period applicable to such Term Loan (with Interest Periods of one (1), three (3), or six (6) months, as selected by the Borrower); provided that (i) if any Interest Period exceeds three (3) months, interest shall also be payable on the dates falling at three (3)-month intervals after the first day of such Interest Period, (ii) interest accruing at the Default Rate shall be payable on demand, and (iii) in the event of any repayment or prepayment of any Term Loan, accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment.
(e) Computation of Interest. Interest on the USD Tranche Loans shall be computed on the basis of the actual number of days elapsed in a year of 360 days. Interest on the EUR Sub-Tranche Loans shall be computed on the basis of the actual number of days elapsed in a year of 360 days. For the avoidance of doubt, each determination of an interest rate hereunder by the Administrative Agent shall be conclusive and binding absent manifest error.
Section 2.06 — Repayment of Term Loans
(a) Scheduled Amortization. The Borrower and the Co-Borrower shall repay the principal of the Term Loans in consecutive quarterly installments on the first Business Day of each March, June, September, and December, commencing on Septem