Exhibit 4.4


 





SUPPLEMENTAL INDENTURE


 


SUPPLEMENTAL INDENTURE
(this “Supplemental Indenture”), dated as of September 28, 2015, among Carpathia Acquisition, Inc., a
Delaware corporation, Carpathia Hosting, Inc., a Delaware corporation, ServerVault Corp., a Delaware corporation, QTS Investment
Properties Carpathia, 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 (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


 






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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 each Guaranteeing Subsidiary and the Operating Partnership.


 


[Signature pages follow]


 






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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



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]


 






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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/ Debra A. Schwalb                                                       

       Name: Debra A. Schwalb

       Title: Vice President


 


[Signatures continue on next page]


 






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THE FOLLOWING PARTIES AS GUARANTEEING SUBSIDIARIES


 


Carpathia
Acquisition, Inc.


Carpathia
Hosting, Inc.


ServerVault
Corp. 


QTS Investment
Properties Carpathia, LLC


 




By: s/ William H. Schafer                                                        

       Name: William H. Schafer

       Title: Chief Financial Officer


 






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THE FOLLOWING PARTIES AS SUBSIDIARY


GUARANTORS:


 


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


QLD INVESTMENT PROPERTIES WICHITA
TECHNOLOGY GROUP, L.L.C.


QUALITY TECHNOLOGY SERVICES WICHITA
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


 


By: s/ William H. Schafer                                                                     

Name: William H. Schafer

Title: Chief Financial Officer


 






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