Cincinnati Bell 2012 Annual Report Download - page 165

Form 10-K Part II Cincinnati Bell Inc.
The Corporate Credit Agreement contains customary events of default (which are in some cases subject to
certain exceptions, thresholds and grace periods), including, but not limited to, nonpayment of principal or
interest, failure to perform or observe covenants, breaches of representations and warranties, cross-defaults with
certain other indebtedness, certain bankruptcy-related events or proceedings, final monetary judgments or orders,
ERISA defaults, invalidity of loan documents or guarantees, and certain change of control events. If an event of
default occurs and is continuing, no additional borrowings will be available until the default is waived or cured.
As of December 31, 2012 and 2011, there were no borrowings under the Corporate Credit Agreement or the
prior revolving credit facility.
The Company pays commitment fees for the unused amount of borrowings on the Corporate Credit
Agreement, the prior revolving credit facility, and letter of credit fees on outstanding letters of credit. The
commitment fees are calculated based on the total leverage ratio and range between 0.500% and 0.625% of the
actual daily amount by which the aggregate revolving commitments exceed the sum of outstanding revolving
loans and letter of credit obligations. These fees were $1.6 million in 2012 and $2.3 million in 2011 and 2010.
CyrusOne Credit Agreement
On November 20, 2012, CyrusOne entered into a credit agreement (the “CyrusOne Credit Agreement”)
which provides for a $225 million senior secured revolving credit facility, with a sublimit of $50 million for
letters of credit and a $30 million sublimit for swingline loans. The CyrusOne Credit Agreement has a maturity
date of November 20, 2017. Borrowings under the CyrusOne Credit Agreement will be used for working capital,
capital expenditures and other general corporate purposes of CyrusOne LLC, the operating subsidiary of
CyrusOne LP, the borrower and the other subsidiaries of CyrusOne, including for acquisitions, dividends and
other distributions permitted thereunder. Letters of credit will be used for general corporate purposes.
Borrowings under the CyrusOne Credit Agreement bear interest, at CyrusOne’s election, at a rate per annum
equal to LIBOR or a base rate plus an applicable margin equal to, in the case of LIBOR borrowings, 3.50% per
annum and, in the case of base rate borrowings, 2.50% per annum, subject to periodic adjustment for changes in
the total net leverage ratio of CyrusOne.
The CyrusOne Credit Agreement will be guaranteed by CyrusOne and certain of its subsidiaries. The
obligations under the CyrusOne Credit Agreement will be secured by, subject to certain exceptions, the capital
stock of certain subsidiaries of CyrusOne, certain intercompany debt and the tangible and other intangible assets
of CyrusOne and certain of its subsidiaries.
The CyrusOne Credit Agreement contains customary affirmative and negative covenants (which are in some
cases subject to certain exceptions), including, but not limited to, restrictions on the ability to incur additional
indebtedness, create liens, make certain investments, make certain dividends and related distributions, prepay
certain debt, engage in affiliate transactions, enter into, or undertake, certain liquidations, mergers, consolidations
or acquisitions, amend the organizational documents of CyrusOne. and its subsidiaries and dispose of assets or
subsidiaries. In addition, the CyrusOne Credit Agreement requires CyrusOne to maintain a certain secured net
leverage ratio, ratio of EBITDA to fixed charges and ratio of total indebtedness to gross asset value, in each case
on a consolidated basis. The indenture permits dividends and distributions necessary for CyrusOne to maintain its
status as a real estate investment trust. Notwithstanding the limitations set forth above, CyrusOne will be
permitted, subject to the terms and conditions of the CyrusOne Credit Agreement, to distribute to its shareholders
cash dividends in an amount not to exceed 95% of its adjusted funds from operations for any period.
The CyrusOne Credit Agreement contains customary events of default (which are in some cases subject to
certain exceptions, thresholds, notice requirements and grace periods), including, but not limited to, nonpayment
of principal or interest, failure to perform or observe covenants, breaches of representations and warranties,
cross-defaults with certain other indebtedness, certain bankruptcy-related events or proceedings, final monetary
judgments or orders, ERISA defaults, certain change of control events and loss of REIT status following a REIT
election by CyrusOne.
As of December 31, 2012, there were no borrowings on the CyrusOne Credit Agreement.
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Form 10-K