Exhibit 4.7
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of March 29, 2019, among QTS Investment Properties Manassas II, LLC, a Delaware limited liability company (the “Guaranteeing Subsidiary”), 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 November 8, 2017, as amended by that certain Supplemental Indenture dated as of December 22, 2017, that certain Supplemental Indenture dated as of June 1, 2018 and that certain Supplemental Indenture dated as of December 31, 2018 (as amended to date, the “Indenture”), providing for the issuance of 4.750% Senior Notes due 2025 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the 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, the 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. The 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 Subsidiary shall be given as provided in Section 12.01 of the Indenture.
4. NO RECOURSE AGAINST OTHERS. No recourse for the payment of the principal of, premium, if any, or interest 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.
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 the Guaranteeing Subsidiary and the Operating Partnership.
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.
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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 | |
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| By: QTS Realty Trust, Inc., as the sole General Partner | |
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| By: | /s/ Jeffrey H. Berson |
| Name: | Jeffrey H. Berson |
| Title: | Chief Financial Officer |
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| QTS FINANCE CORPORATION, as Issuer | |
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| By: | /s/ Jeffrey H. Berson |
| Name: | Jeffrey H. Berson |
| Title: | Chief Financial Officer and Treasurer |
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| QTS REALTY TRUST, INC. | |
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| By: | /s/ Jeffrey H. Berson |
| Name: | Jeffrey H. Berson |
| Title: | Chief Financial Officer |
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| THE FOLLOWING PARTY AS TRUSTEE: | |
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| DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Registrar and Paying Agent | |
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| By: Deutsche Bank National Trust Company | |
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| By: | /s/ Jeffrey Schoenfeld |
| Name: | Jeffrey Schoenfeld |
| Title: | Vice President |
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| By: | /s/ Irina Golovashchuk |
| Name: | Irina Golovashchuk |
| Title: | Vice President |
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| THE FOLLOWING PARTY AS GUARANTEEING SUBSIDIARY | |
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| QTS INVESTMENT PROPERTIES MANASSAS II, LLC | |
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| By: | /s/ Jeffrey H. Berson |
| Name: | Jeffrey H. Berson |
| Title: | Chief Financial Officer and Treasurer |
| THE FOLLOWING PARTIES AS SUBSIDIARY |
| GUARANTORS: |
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| QUALITY INVESTMENT PROPERTIES METRO, LLC |
| QUALITY INVESTMENT PROPERTIES, SUWANEE, LLC |
| QUALITY TECHNOLOGY SERVICES METRO II, LLC |
| QUALITY TECHNOLOGY SERVICES, SUWANEE II, LLC |
| QUALITY INVESTMENT PROPERTIES SACRAMENTO, LLC |
| QUALITY TECHNOLOGY SERVICES SACRAMENTO II, LLC |
| QUALITY INVESTMENT PROPERTIES MIAMI, LLC |
| QUALITY TECHNOLOGY SERVICES, MIAMI II, LLC |
| QUALITY INVESTMENT PROPERTIES SANTA CLARA, LLC |
| QUALITY TECHNOLOGY SERVICES SANTA CLARA II, LLC |
| QUALITY INVESTMENT PROPERTIES IRVING, LLC |
| QUALITY TECHNOLOGY SERVICES IRVING II, LLC |
| QUALITY TECHNOLOGY SERVICES JERSEY CITY, LLC |
| QUALITY TECHNOLOGY SERVICES, N.J., LLC |
| QUALITY TECHNOLOGY SERVICES, N.J. II, LLC |
| QTS INVESTMENT PROPERTIES PRINCETON, LLC |
| QUALITY TECHNOLOGY SERVICES PRINCETON II, LLC |
| QTS INVESTMENT PROPERTIES CHICAGO, LLC |
| QUALITY INVESTMENT PROPERTIES LENEXA, LLC |
| QUALITY TECHNOLOGY SERVICES CHICAGO II, LLC |
| QUALITY INVESTMENT PROPERTIES GATEWAY, LLC |
| QUALITY TECHNOLOGY SERVICES LENEXA, LLC |
| QUALITY TECHNOLOGY SERVICES LENEXA II, LLC |
| QUALITY INVESTMENT PROPERTIES RICHMOND, LLC |
| QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC |
| QTS CRITICAL FACILITIES MANAGEMENT, LLC |
| QUALITY TECHNOLOGY SERVICES, LLC |
| QUALITY TECHNOLOGY SERVICES NORTHEAST, LLC |
| QUALITY INVESTMENT PROPERTIES IRVING II, LLC |
| QUALITY TECHNOLOGY SERVICES HOLDING, LLC |
| QTS INVESTMENT PROPERTIES CARPATHIA, LLC |
| WHALE VENTURES LLC |
| QTS INVESTMENT PROPERTIES PISCATAWAY, LLC |
| QUALITY TECHNOLOGY SERVICES PISCATAWAY II, LLC |
| QAE ACQUISITION COMPANY, LLC |
| SERVERVAULT LLC |
| CARPATHIA HOSTING, LLC |
| CARPATHIA ACQUISITION, LLC |
| QTS INVESTMENT PROPERTIES FORTH WORTH, LLC |
| QUALITY TECHNOLOGY SERVICES FORT WORTH II, LLC |
| QTS INVESTMENT PROPERTIES HILLSBORO, LLC |
| BRODERICK ACQUISITION CO., LLC (f/k/a QTS INVESTMENT PROPERTIES ASHBURN, LLC) |
| QTS INVESTMENT PROPERTIES ASHBURN II, LLC |
| QTS INVESTMENT PROPERTIES PHOENIX, LLC |
| NATIONAL ACQUISITION COMPANY, LLC |
| ASHBURN ACQUISITION CO., LLC |
| QUALITY TECHNOLOGY SERVICES ASHBURN II, LLC |
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| 2470 SATELLITE BOULEVARD, LLC | |
| QUALITY TECHNOLOGY SERVICES PHOENIX II, LLC | |
| WEST MIDTOWN ACQUISITION COMPANY, LLC | |
| By: | /s/ Jeffrey H. Berson |
| Name: | Jeffrey H. Berson |
| Title: | Chief Financial Officer and Treasurer |