Supplemental Indenture, dated as of December 20, 2016, by and among QualityTech, LP, QTS Finance Corporation, QTS Realty Trust, Inc., the entities identified therein as Guaranteeing Subsidiaries, the entities identified therein as Subsidiary Guarantors, and Deutsche Bank Trust Company Americas, to the Indenture dated, as of July 23, 2014, by and among QualityTech, LP and QTS Finance Corporation, as issuers, QTS Realty Trust, Inc., each of the subsidiary guarantors party thereto, and Deutsche Bank Trust Company Americas, as trustee
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of December 20, 2016, among QTS Investment Properties Fort Worth, LLC, a Delaware limited liability company and Quality Technology Services Fort Worth II, LLC, a Delaware limited liability company (collectively, the “Guaranteeing Subsidiaries,” and each, a “Guaranteeing Subsidiary”), each a subsidiary of QualityTech, LP (or its permitted successor), a Delaware limited partnership (the “Operating Partnership”), the Co-Issuer, the REIT, the Subsidiary Guarantors (as defined in the Indenture referred to herein) and Deutsche Bank Trust Company Americas, as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Operating Partnership has heretofore executed and delivered to the Trustee an indenture, dated as of July 23, 2014, as amended by that certain supplemental indenture dated as of December 22, 2014, as further amended by that certain supplemental indenture dated as of September 28, 2015, and as further amended by that certain supplemental indenture dated as of June 23, 2016 (the “Indenture”), providing for the issuance of 5.875% Senior Notes due 2022 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Operating Partnership’s obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
| 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. |
| 2. Agreement to Guarantee. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 10 thereof. |
| 3. Notices. All notices or other communications to the Guaranteeing Subsidiaries shall be given as provided in Section 12.07 of the Indenture. |
| 4. No Recourse Against Others. No recourse for the payment of the principal of, premium, if any, or interest or Additional Interest, if any, on any of the Notes or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the REIT, any Issuer or any of the Guarantors in this Indenture, or in any of the Notes or because of the creation of any Indebtedness represented thereby, shall be had against any past, present or future incorporator, general partner (including the REIT), limited partner, stockholder, member, officer, director, employee or controlling person in their capacity as such of the REIT, any Issuer, the Guarantors or of any successor Person thereof. Each Holder of Notes, by accepting a Note, waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. The waiver may not be effective to waive liabilities under the federal securities laws. |
| 5. Ratification of Indenture; Supplemental Indenture part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder heretofore or hereafter authenticated and delivered shall be bound hereby. |
1
| 6. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY. |
| 7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. |
| 8. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. |
| 9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Operating Partnership. |
[Signature pages follow]
2
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
QUALITYTECH, LP, as Issuer
By: QTS Realty Trust, Inc., as the sole General Partner
By: /s/ William H. Schafer
Name: William H. Schafer
Title: Chief Financial Officer
QTS FINANCE CORPORATION, as Issuer
By: /s/ William H. Schafer
Name: William H. Schafer
Title: Chief Financial Officer
QTS REALTY TRUST, INC.
By: /s/ William H. Schafer
Name: William H. Schafer
Title: Chief Financial Officer
[Signatures continue on next page]
3
THE FOLLOWING PARTY AS TRUSTEE:
DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Registrar and Paying Agent
By: Deutsche Bank National Trust Company
By: /s/ Jeffrey Schoenfeld
Name: Jeffrey Schoenfeld
Title: Vice President
By: /s/ Chris Niesz
Name: Chris Niesz
Title: Assistant Vice President
[Signatures continue on next page]
4
THE FOLLOWING PARTIES AS GUARANTEEING SUBSIDIARIES
QTS INVESTMENT PROPERTIES FORT WORTH, LLC
QUALITY TECHNOLOGY SERVICES FORT WORTH II, LLC
By: /s/ William H. Schafer
Name: William H. Schafer
Title: Chief Financial Officer
5
THE FOLLOWING PARTIES AS SUBSIDIARY
GUARANTORS:
Carpathia Acquisition, LLC
Carpathia Hosting, LLC
ServerVault, LLC
QTS Investment Properties Carpathia, LLC
QUALITY INVESTMENT PROPERTIES IRVING, LLC
QUALITY TECHNOLOGY SERVICES JERSEY CITY, LLC
QUALITY TECHNOLOGY SERVICES, N.J., LLC
QTS INVESTMENT PROPERTIES PRINCETON, LLC
QTS INVESTMENT PROPERTIES CHICAGO, LLC
QUALITY INVESTMENT PROPERTIES GATEWAY, LLC
QUALITY TECHNOLOGY SERVICES LENEXA, LLC
QUALITY INVESTMENT PROPERTIES LENEXA, LLC
QUALITY INVESTMENT PROPERTIES RICHMOND, LLC
QAE ACQUISITION COMPANY, LLC
QUALITY TECHNOLOGY SERVICES IRVING II, LLC
QUALITY TECHNOLOGY SERVICES, N.J. II, LLC
QUALITY TECHNOLOGY SERVICES PRINCETON II, LLC
QUALITY TECHNOLOGY SERVICES CHICAGO II, LLC
QUALITY TECHNOLOGY SERVICES, LLC
QTS CRITICAL FACILITIES MANAGEMENT, LLC
QUALITY TECHNOLOGY SERVICES LENEXA II, LLC
QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC
QUALITY INVESTMENT PROPERTIES IRVING II, LLC
QUALITY TECHNOLOGY SERVICES, NORTHEAST, LLC
QUALITY TECHNOLOGY SERVICES HOLDING, LLC
QUALITY INVESTMENT PROPERTIES METRO, LLC
QUALITY TECHNOLOGY SERVICES METRO II, LLC
QUALITY INVESTMENT PROPERTIES, SUWANEE, LLC
QUALITY TECHNOLOGY SERVICES, SUWANEE II, LLC
QUALITY INVESTMENT PROPERTIES SACRAMENTO, LLC
QUALITY TECHNOLOGY SERVICES SACRAMENTO II, LLC
QUALITY INVESTMENT PROPERTIES SANTA CLARA, LLC
QUALITY TECHNOLOGY SERVICES SANTA CLARA II, LLC
QUALITY INVESTMENT PROPERTIES MIAMI, LLC
QUALITY TECHNOLOGY SERVICES MIAMI II, LLC
QTS INVESTMENT PROPERTIES PISCATAWAY, LLC
WHALE VENTURES LLC
QUALITY TECHNOLOGY SERVICES PISCATAWAY II, LLC
By: /s/ William H. Schafer
Name: William H. Schafer
Title: Chief Financial Officer
6
