Amendment No. 2 to the Amended and Restated Credit Agreement



 Exhibit 10.1 
 AMENDMENT NO. 2 TO AMENDED AND RESTATED CREDIT AGREEMENT 
 This AMENDMENT NO. 2 TO AMENDED AND
RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of February 26, 2009 by and among SAVVIS Communications Corporation, a Missouri corporation (“Borrower”), SAVVIS, Inc., a Delaware corporation
(“Holdings”), Wells Fargo Foothill, LLC, as a Lender and as Agent for all Lenders (“Agent”) and the other Lenders party to the Credit Agreement (as hereinafter defined). 
 W I T N E S S E T H: 
 WHEREAS,
Borrower, Holdings, Agent and Lenders are parties to that certain Amended and Restated Credit Agreement, dated as of December 8, 2008 (as amended, modified and supplemented from time to time, the “Credit Agreement”; capitalized
terms not otherwise defined herein have the definitions provided therefore in the Credit Agreement); 
 WHEREAS, Agent, Lenders, Borrower and
Holdings have agreed to amend the Credit Agreement as set forth herein; 
 NOW THEREFORE, in consideration of the mutual conditions and
agreements set forth in the Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Amendment. Subject to the satisfaction of the conditions set forth in Section 2 below, the Credit Agreement is amended as follows:

 (a) Section 6.7(a) of the Credit Agreement is hereby amended and restated in its entirety as follows: 
 “(a) optionally prepay, redeem, defease, purchase, or otherwise acquire any Indebtedness of Holdings, Borrower or their respective
Subsidiaries, other than the Obligations in accordance with this Agreement, provided that Holdings or Borrower may, from time to time, repurchase Convertible Notes with up to an aggregate of $25,000,000 of excess cash on hand, provided that
(i) any such repurchase must occur prior to August 25, 2009, (ii) immediately before and after giving effect to such repurchase, no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) both
before and after giving effect to any such repurchase, Borrower is in pro forma compliance with the financial covenants set forth in Section 7 (regardless of whether such financial covenants would otherwise be tested at such time) for
the most recently ended measurement period or date and assuming such repurchase was made on the last day of such period or on such date, and (iii) Excess Availability plus Qualified Cash must be at least $25,000,000 both immediately before and
after giving effect to any such repurchase;” 







 (b) Section 6.10(a) of the Credit Agreement is hereby amended by renumbering paragraph (vi) as
paragraph (vii) and adding a new paragraph (vi) to read as follows: 
 “(vi) Subsidiaries of Holdings may make
distributions to Holdings, the proceeds of which will immediately be used by Holdings to repurchase Convertible Notes, provided that such repurchase is permitted by Section 6.7(a) hereof and provided, further, that to the extent any such
distributions are not used by Holdings to repurchase Convertible Notes within 15 days of the receipt by Holdings of such distributions, such distributions shall be returned to the applicable Subsidiary upon the expiration of such 15-day period;
and” 
 (c) The definition of “UK Indebtedness” contained in Section 1.1 of the Credit Agreement is hereby amended and
restated in its entirety as follows: 
 ““UK Indebtedness” means the Indebtedness in a principal amount
not to exceed £35,000,000 at any time outstanding of UK Foreign Subsidiary pursuant to the UK Loan Agreement; provided, that such principal amount may be increased to £38,000,000 so long as (i) such increase occurs no later
than March 31, 2009, (ii) Agent has received any and all agreements, instruments and documents entered into in connection with such increase and each of said agreements, instruments and documents are in form and substance satisfactory to
Agent, (iii) Lombard North Central Plc, National Westminster Bank PLC, Borrower and each Guarantor have entered into an amendment to the Amended and Restated Intercreditor Agreement dated as of October 31, 2008 by and among each of the
foregoing, in form and substance satisfactory to Agent.” 
 2. Conditions to Effectiveness. The effectiveness of this Amendment
is subject to the following conditions precedent (unless specifically waived in writing by Agent), each to be in form and substance satisfactory to Agent: 
 (a) Agent shall have received a fully executed copy of this Amendment, together with the Consent and Reaffirmation attached hereto; 
 (b) Borrower shall have delivered to Agent such other documents, agreements and instruments as may be requested or required by Agent in connection with this Amendment, each in form and content acceptable to Agent;

 (c) Agent shall have received an amendment fee equal to $50,000; 
 (d) All proceedings taken in connection with the transactions contemplated by this Amendment and all documents, instruments and other legal matters
incident thereto shall be reasonably satisfactory to Agent and its legal counsel; and 
 (e) No Default or Event of Default shall have
occurred and be continuing. 
  

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 3. Miscellaneous. 
 (a) Warranties and Absence of Defaults. In order to induce Agent to enter into this Amendment, each of Borrower and Holdings hereby warrants to Agent, as of the date hereof, that the representations and
warranties of Borrower and Holdings contained in the Credit Agreement are true and correct as of the date hereof as if made on the date hereof (other than those which, by their terms, specifically are made as of certain dates prior to the date
hereof). 
 (b) Expenses. Each of Borrower and Holdings, jointly and severally, agree to pay on demand all costs and expenses of Agent
in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and all other instruments or documents provided for herein or delivered or to be delivered hereunder or in connection herewith. All obligations
provided herein shall survive any termination of the Credit Agreement as amended hereby. 
 (c) Governing Law. This Amendment shall be
a contract made under and governed by the internal laws of the State of New York. 
 (d) Counterparts. This Amendment may be executed
in any number of counterparts, and by the parties hereto on the same or separate counterparts, and each such counterpart, when executed and delivered, shall be deemed to be an original, but all such counterparts shall together constitute but one and
the same Amendment. 
 4. Release. 
 (a) In consideration of the agreements of Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of Borrower and Holdings,
on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably releases, remises and forever discharges Agent and Lenders, and their successors and assigns, and their present and
former shareholders, affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees, agents and other representatives (Agent, each Lender and all such other Persons being hereinafter referred to collectively as the
“Releasees” and individually as a “Releasee”), of and from all demands, actions, causes of action, suits, covenants, contracts, controversies, agreements, promises, sums of money, accounts, bills, reckonings,
damages and any and all other claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever (individually, a “Claim” and collectively, “Claims”) of every name and nature, either known or
suspected, both at law and in equity, which Borrower or Holdings or any of their successors, assigns, or other legal representatives may now or hereafter own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason
of any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day and date of this Amendment, including, without limitation, for or on account of, or in relation to, or in any way in connection with any of the
Credit Agreement, or any of the other Loan Documents or transactions thereunder or related thereto. 
 (b) Each of Borrower and Holdings
understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or
attempted in breach of the provisions of such release. 
  

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 [Signature Page Follows] 
  


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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under seal and
delivered by their respective duly authorized officers on the date first written above. 
  

			
	 SAVVIS COMMUNICATIONS CORPORATION,
 a Missouri corporation, as Borrower

		
	By:	 	 /s/ Jeffrey H. Von Deylen

	Title:	 	Chief Financial Officer


  

			
	 SAVVIS, INC.,
 a Delaware corporation,
as Holdings

		
	By:	 	 /s/ Jeffrey H. Von Deylen

	Title:	 	Chief Financial Officer


 Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement 








			
	 WELLS FARGO FOOTHILL, LLC,
 a Delaware
limited liability company,
 as Agent and as a Lender

		
	By:	 	 /s/ Nichol Shuart

	Title:	 	Vice President


 Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement 







 CONSENT AND REAFFIRMATION 
 Each of the undersigned hereby (i) acknowledges receipt of a copy of the foregoing Amendment No. 2 to Amended and Restated Credit Agreement
(the “Amendment”); (ii) consents to Borrower’s execution and delivery of the Amendment; (iii) agrees to be bound by the Amendment; and (iv) reaffirms that the Loan Documents to which it is a party (and its
obligations thereunder) shall continue to remain in full force and effect. Although each of the undersigned has been informed of the matters set forth herein and have acknowledged and agreed to same, each of the undersigned understands that Agent
and Lenders have no obligation to inform any of the undersigned of such matters in the future or to seek any of the undersigned’s acknowledgment or agreement to future amendments, waivers or consents, and nothing herein shall create such a
duty. 
 IN WITNESS WHEREOF, each of the undersigned has executed this Consent and Reaffirmation on and as of the date of the Amendment.

  

			
	SAVVIS, INC., a Delaware corporation
		
	By:	 	 /s/ Jeffrey H. Von Deylen

	Title:	 	Chief Financial Officer
	
	SAVVIS COMMUNICATIONS INTERNATIONAL, INC., a Delaware corporation
		
	By: 	 	 /s/ Jeffrey H. Von Deylen 

	Title:	 	Chief Financial Officer
	
	SAVVIS FEDERAL SYSTEMS, INC., a Delaware corporation
		
	By:	 	 /s/ Jeffrey H. Von Deylen 

	Title:	 	Chief Financial Officer