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 inc
