CyrusOne (CONE) 10-K 2018 FY Annual report

Exhibit 4.1(b)

FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 2, 2018, among C1-Allen LLC, C1-ATL LLC, C1-Mesa LLC, C1-Sterling VIII LLC, Warhol TRS LLC, Warhol Partnership LLC, Warhol REIT LLC and C1-Santa Clara LLC (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of CyrusOne LP (or its permitted successor), a Maryland limited partnership (the “Company”), the Company, the Co-Issuer, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).

W I T N E S S E T H

WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 17, 2017 providing for the issuance of 5.000% Senior Notes due 2024 (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 the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Company’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, the Guaranteeing Subsidiaries 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. The Guaranteeing Subsidiaries 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.

4.    NO RECOURSE AGAINST OTHERS. No director, officer, employee, incorporator or stockholder of the Issuers or any Guarantor, as such, will have any liability for any obligations of the Issuers or the Guarantors under the Notes, this Indenture, the Note Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. 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.    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.

6.    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.

7.    EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.

8.    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 the Guaranteeing Subsidiaries and the Company.

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.

C-1 ALLEN LLC

C-1 ATL LLC

C-1 MESA LLC

C-1 STERLING VIII LLC

WARHOL TRS LLC

WARHOL PARTNERSHIP LLC

WARHOL REIT LLC

C1-SANTA CLARA LLC

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield

Title: Authorized Signatory

CYRUSONE LP

By: CyrusOne GP, as the sole general partner

By: CyrusOne Inc., as the sole trustee

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

CYRUSONE FINANCE CORP.

CYRUSONE INC.

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

CYRUSONE GP

By: CyrusOne Inc., as the sole trustee

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

CYRUSONE TRS INC.

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

CYRUSONE FOREIGN HOLDINGS LLC

By: CyrusOne LLC, as sole member
By: CyrusOne LP, its sole memberBy: CyrusOne GP, its general partner
By: CyrusOne Inc., its trustee

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

CYRUSONE LLC

By: CyrusOne LP, its sole memberBy: CyrusOne GP, its general partner
By: CyrusOne Inc., its trustee

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

CERVALIS HOLDINGS LLC

By: CyrusOne LP, as sole memberBy: CyrusOne GP, its general partner
By: CyrusOne Inc., its trustee

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

CERVALIS LLC

By: Cervalis Holdings LLC, as sole member
By: CyrusOne LP, its sole memberBy: CyrusOne GP, its general partner
By: CyrusOne Inc., its trustee

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

CYRUSONE-NC LLC

By: CyrusOne LP, as sole memberBy: CyrusOne GP, its general partner
By: CyrusOne Inc., its trustee

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

CYRUSONE-NJ LLC

By: CyrusOne LP, as sole memberBy: CyrusOne GP, its general partner
By: CyrusOne Inc., its trustee

By: /s/ Diane M. Morefield_____________    Name: Diane M. Morefield    Title: Executive Vice President

and Chief Financial Officer

WELLS FARGO BANK, N.A.,
as Trustee

By: /s/ Tina Gonzalez_____________    Name: Tina Gonzalez

Title: Vice President