Exhibit 10.1
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF NOVEMBER 21, 2016
BY AND AMONG
CYRUSONE LP,
AS BORROWER,
AND
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT, AN ISSUING LENDER, A SWING LOAN LENDER
AND A LENDER,
THE OTHER LENDERS FROM TIME TO TIME PARTY HERETO,
AND
JPMORGAN CHASE BANK, N.A.,
AS SYNDICATION AGENT
AND
KEYBANC CAPITAL MARKETS INC., J.P. MORGAN CHASE BANK, N.A.
AND TD SECURITIES (USA) LLC, ,
AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS
AND
SUNTRUST BANK AND CITIZENS BANK, N.A.,
AS CO-DOCUMENTATION AGENTS
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered
into as of November 21, 2016, by and among CYRUSONE LP, a Maryland limited
partnership (the "Borrower"), KEYBANK NATIONAL ASSOCIATION, a national banking
association ("KeyBank"), the other lending institutions which are parties to
this Agreement as "Lenders" from time to time (together with KeyBank, the
"Lenders"), KeyBank, as Administrative Agent for the Lenders (the "Agent"),
JPMORGAN CHASE BANK, N.A., as Syndication Agent (the "Syndication Agent"),
KEYBANC CAPITAL MARKETS, INC. ("KeyBanc"), and J.P. MORGAN CHASE BANK, N.A., TD
SECURITIES (USA) LLC, BARCLAYS BANK PLC AND RBC CAPITAL MARKETS, as Joint Lead
Arrangers and Joint Bookrunners (the "Joint Bookrunners").
R E C I T A L S
WHEREAS, the Borrower, the Agent and certain of the Lenders are parties to that
certain First Amended and Restated Credit Agreement dated as of March 17, 2016
(the "Existing Credit Agreement");
WHEREAS, the Borrower has requested that the Agent and the Lenders amend and
restate the Existing Credit Agreement to (i) increase the Total Revolving Credit
Commitment, (ii) extend the Revolving Credit Maturity Date and the Term Loan A
Maturity Date, (iii) permit the Borrower to increase the Total Commitments,
subject to the terms hereof, to $1,850,000,000 and (iv) modify certain of the
other terms hereof. The Agent and the Lenders have agreed to do so on the terms
set forth herein;
WHEREAS, the Agent and the Lenders have agreed, subject to the terms and
conditions set forth herein, to amend and restate the Existing Credit Agreement
in its entirety, and by execution hereof by the parties hereto, the Second
Amended and Restated Credit Agreement shall amend and restate the Existing
Credit Agreement in its entirety;
NOW, THEREFORE, in consideration of the recitals herein and mutual covenants and
agreements contained herein, the parties hereto hereby amend and restate the
Existing Credit Agreement in its entirety and covenant and agree as follows:
§1.DEFINITIONS AND RULES OF INTERPRETATION.
§1.1
Definitions. The following terms shall have the meanings set forth in
this §l or elsewhere in the provisions of this Agreement referred to below:
Absolute Rate Bid. See §2.1(c)(ii)(A).
Additional Commitment Request Notice. See §2.11(b).
Additional Subsidiary Guarantor. Each additional Subsidiary of Borrower
(including any Controlled Joint Venture) which becomes a Subsidiary Guarantor
pursuant to §5.2.
Affiliate. An Affiliate, as applied to any Person, shall mean any other Person
directly or indirectly controlling, controlled by, or under common control with,
that