Exhibit 10.1
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
DATED AS OF MARCH 17, 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 SECURITIES LLC,
TD SECURITIES (USA) LLC, BARCLAYS BANK PLC AND RBC CAPITAL MARKETS,
AS JOINT LEAD ARRANGERS AND JOINT BOOKRUNNERS
AND
SUNTRUST BANK AND CITIZENS BANK, N.A.,
AS CO-DOCUMENTATION AGENTS
FIRST AMENDED AND RESTATED CREDIT AGREEMENT
THIS FIRST AMENDED AND RESTATED CREDIT AGREEMENT (this "Agreement") is entered
into as of March 17, 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 SECURITIES LLC, 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 Credit Agreement dated as of October 9, 2014, as amended by that certain
First Amendment to Credit Agreement and Other Loan Documents dated June 22, 2015
and that certain Second Amendment to Credit Agreement dated February 25, 2016
(as amended, the "Existing Credit Agreement");
WHEREAS, the Borrower has requested that the Agent and the Lenders amend and
restate the Existing Credit Agreement to (i) make available to the Borrower an
additional term loan facility, (ii) permit the Borrower to increase the Total
Commitments, subject to the terms hereof, to $1,450,000,000 and (iii) 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;
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 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 Person.
For
purposes of this definition, "control" (including, with