qts_Ex4_5


		
			Exhibit 4.5
		

		
			 
		

		
			SUPPLEMENTAL INDENTURE
		

		
			 
		

		
			SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 1, 2018, among QTS Investment Properties Manassas, 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 (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.
		

		
			 
		

		
			[Signature pages follow]
		

		
			 
		

		
			 
		

		
			


		 





		

		
			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

				
	
					
						 

					
					
						 

					
					
						William H. Schafer

				
	
					
						 

					
					
						 

					
					
						Executive Vice President – Finance and Accounting

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						QTS FINANCE CORPORATION, as Issuer

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ William H. Schafer

				
	
					
						 

					
					
						 

					
					
						William H. Schafer

				
	
					
						 

					
					
						 

					
					
						Executive Vice President – Finance and Accounting

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						QTS REALTY TRUST, INC.

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ William H. Schafer

				
	
					
						 

					
					
						 

					
					
						William H. Schafer

				
	
					
						 

					
					
						 

					
					
						Executive Vice President – Finance and Accounting

				



		
			 
		

		
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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

				
	
					
						 

					
					
						 

					
					
						Jeffrey Schoenfeld

				
	
					
						 

					
					
						 

					
					
						Vice President

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ Irina Golovashchuk

				
	
					
						 

					
					
						 

					
					
						Irina Golovashchuk

				
	
					
						 

					
					
						 

					
					
						Vice President

				



		
			 
		

		
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			[Signature Page to Supplemental Indenture]

		








		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						THE FOLLOWING PARTY AS GUARANTEEING SUBSIDIARY

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						QTS INVESTMENT PROPERTIES MANASSAS, LLC

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ William H. Schafer

				
	
					
						 

					
					
						 

					
					
						William H. Schafer

				
	
					
						 

					
					
						 

					
					
						Executive Vice President – Finance and Accounting

				



		
			 
		

		
			 
		

		
			


		 


		

			[Signature Page to Supplemental Indenture]

		








		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						THE FOLLOWING PARTIES AS SUBSIDIARY GUARANTORS:

				
	
					
						 

					
					
						 

				
	
					
						 

					
					
						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

				



		
			 
		

		
			
		

		
			


		 





		

		
			 
		

			
					
						 

					
					
						 

				
	
					
						 

					
					
						QUALITY TECHNOLOGY SERVICES ASHBURN II, LLC

				
	
					
						 

					
					
						2470 SATELLITE BOULEVARD, LLC

				
	
					
						 

					
					
						QUALITY TECHNOLOGY SERVICES PHOENIX II, LLC

				



		
			 
		

		
			 
		

			
					
						 

					
					
						 

					
					
						 

					
					
						 

				
	
					
						 

					
					
						By:

					
					
						/s/ William H. Schafer

				
	
					
						 

					
					
						 

					
					
						William H. Schafer

				
	
					
						 

					
					
						 

					
					
						Executive Vice President – Finance and Accounting

				



		
			 
		


		 


		

			[Signature Page to Supplemental Indenture]