EX-10.1



 Exhibit 10.1 

SECOND AMENDMENT TO 

SECOND AMENDED AND RESTATED CREDIT AGREEMENT 

THIS SECOND AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of April 11, 2014, by
and among QUALITYTECH, LP, a Delaware limited partnership (“Borrower”), THE ENTITIES LISTED ON THE SIGNATURE PAGES HEREOF AS GUARANTORS (“Guarantors”), KEYBANK NATIONAL ASSOCIATION (“KeyBank”),
THE OTHER LENDERS WHICH ARE SIGNATORIES HERETO (KeyBank and the other lenders which are signatories hereto, collectively, the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, a national banking association, as Agent (the
“Agent” for the Lenders). 
 W I T N E S S E T H: 

WHEREAS, Borrower, Guarantors, Agent, and the Lenders entered into that certain Second Amended and Restated Credit Agreement dated as of
May 1, 2013, as amended by that certain First Amendment to Second Amended and Restated Credit Agreement dated as of September 25, 2013 (as the same may be varied, extended, supplemented, consolidated, replaced, increased, renewed, modified
or amended from time to time, the “Credit Agreement”); 
 WHEREAS, Borrower and Guarantors have requested that the Agent and the
Lenders make certain modifications to the Credit Agreement; and 
 WHEREAS, the Agent and the Lenders have consented to such modifications,
subject to the execution and delivery of this Amendment. 
 NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS
($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto do hereby covenant and agree as follows: 

1. Definitions. All terms used herein which are not otherwise defined herein shall have the meanings set forth in the Credit Agreement.

 2. Modification of the Credit Agreement. The Agent, the Lenders and the Borrower hereby amend the Credit Agreement as follows:

 (a) By deleting in its entirety the definition of “Regions Credit Agreement” appearing in §1.1 of the Credit Agreement,
and inserting in lieu thereof the following: 
 “Regions Credit Agreement. The Credit Agreement, dated as of December 21,
2012, by and among Quality Investment Properties Richmond, LLC, Quality Technology Services Richmond II, LLC, QualityTech LP, the lenders from time to time party thereto, Regions Bank, as administrative agent, and the other parties thereto, as
amended by the First Amendment to Credit Agreement, dated as of May 1, 2013, the Second Amendment to Credit Agreement, dated as of September 25, 2013, and as the same may from time to time be further amended or modified.” 

(b) By deleting in its entirety §3.2(c) of the Credit Agreement, and inserting in lieu thereof the following: 

“(c) In the event that after the Closing Date the Borrower, REIT or any of their respective Subsidiaries shall enter into any other
Unsecured Debt as permitted under this Agreement, the Borrower shall prepay the Term Loans concurrently with the date of receipt by the Borrower, REIT or any such Subsidiary of the Net Cash 







 
Proceeds of such incurrence of such Unsecured Debt until the aggregate principal balance of the Term Loans is equal to or less than ONE HUNDRED FIFTY MILLION AND NO/100 DOLLARS
($150,000,000.00).” 
 3. References to Credit Agreement. All references in the Loan Documents to the Credit Agreement shall be
deemed a reference to the Credit Agreement as modified and amended herein. 
 4. Consent of Guarantors. By execution of this
Amendment, Guarantors hereby expressly consent to the modifications and amendments relating to the Credit Agreement and the Loan Documents as set forth herein, and Borrower and Guarantors hereby acknowledge, represent and agree that the Loan
Documents (including without limitation the Guaranty) remain in full force and effect and constitute the valid and legally binding obligation of Borrower and Guarantors, respectively, enforceable against such Persons in accordance with their
respective terms, and that the Guaranty extends to and applies to the foregoing documents as modified and amended. 
 5.
Representations. Borrower and Guarantors represent and warrant to Agent and the Lenders as follows: 
 (a) Authorization. The
execution, delivery and performance of this Amendment and the transactions contemplated hereby (i) are within the authority of Borrower and Guarantors, (ii) have been duly authorized by all necessary proceedings on the part of such
Persons, (iii) do not and will not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which any of such Persons is subject or any judgment, order, writ, injunction, license or permit
applicable to such Persons, (iv) do not and will not conflict with or constitute a default (whether with the passage of time or the giving of notice, or both) under any provision of the partnership agreement or certificate, certificate of
formation, operating agreement, articles of incorporation or other charter documents or bylaws of, or any mortgage, indenture, agreement, contract or other instrument binding upon, any of such Persons or any of its properties or to which any of such
Persons is subject, and (v) do not and will not result in or require the imposition of any lien or other encumbrance on any of the properties, assets or rights of such Persons, other than the liens and encumbrances created by the Loan
Documents. 
 (b) Enforceability. The execution and delivery of this Amendment are valid and legally binding obligations of Borrower
and Guarantors enforceable in accordance with the respective terms and provisions hereof, except as enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting generally the enforcement of
creditors’ rights and the effect of general principles of equity. 
 (c) Approvals. The execution, delivery and performance of
this Amendment and the transactions contemplated hereby do not require the approval or consent of or approval of any Person or the authorization, consent, approval of or any license or permit issued by, or any filing or registration with, or the
giving of any notice to, any court, department, board, commission or other governmental agency or authority other than those already obtained. 

(d) Reaffirmation. Borrower and Guarantors reaffirm and restate as of the date hereof each and every representation and warranty made
by the Borrower, the Guarantors and their respective Subsidiaries in the Loan Documents or otherwise made by or on behalf of such Persons in connection therewith except for representations or warranties that expressly relate to an earlier date. 

6. No Default. By execution hereof, the Borrower and Guarantors certify that the Borrower and Guarantors are and will be in compliance
with all covenants under the Loan Documents after the execution and delivery of this Amendment, and that no Default or Event of Default has occurred and is continuing. 

  
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 7. Waiver of Claims. Borrower and Guarantors acknowledge, represent and agree that
Borrower and Guarantors as of the date hereof have no defenses, setoffs, claims, counterclaims or causes of action of any kind or nature whatsoever with respect to the Loan Documents, the administration or funding of the Loans or with respect to any
acts or omissions of Agent or any of the Lenders, or any past or present officers, agents or employees of Agent or any of the Lenders, and each of Borrower and Guarantors does hereby expressly waive, release and relinquish any and all such defenses,
setoffs, claims, counterclaims and causes of action, if any. 
 8. Ratification. Except as hereinabove set forth or in any other
document previously executed or executed in connection herewith, all terms, covenants and provisions of the Credit Agreement, the Notes and the Guaranty remain unaltered and in full force and effect, and the parties hereto do hereby expressly ratify
and confirm the Loan Documents as modified and amended herein. Nothing in this Amendment shall be deemed or construed to constitute, and there has not otherwise occurred, a novation, cancellation, satisfaction, release, extinguishment or
substitution of the indebtedness evidenced by the Notes or the other obligations of Borrower and Guarantors under the Loan Documents (including without limitation the Guaranty). 

9. Counterparts. This Amendment may be executed in any number of counterparts which shall together constitute but one and the same
agreement. 
 10. Miscellaneous. This Amendment shall be construed and enforced in accordance with the laws of the State of Georgia
(excluding the laws applicable to conflicts or choice of law). This Amendment shall be binding upon and shall inure to the benefit of the parties hereto and their respective permitted successors, successors-in-title and assigns as provided in the
Loan Documents. 
 11. Effective Date. This Amendment shall be deemed effective and in full force and effect as of the date hereof
upon the execution and delivery of this Amendment by Borrower, Guarantors, Agent and all of the Lenders. 
 [Remainder of Page
Intentionally Left Blank] 

  
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 IN WITNESS WHEREOF, the parties hereto have set their hands and affixed their seals as of the day
and year first above written. 
  

					
	BORROWER:
	
	QUALITYTECH, LP, a Delaware limited partnership
		
	By:	 	QTS Realty Trust, Inc., a Maryland corporation, its general partner
			
		 	By:	 	 /s/ William H. Schafer

		 	Name:	 	 William H. Schafer

		 	Title:	 	 CFO

	
	(SEAL)


 
			
	
	GUARANTORS:
	
	QTS REALTY TRUST, INC., a Maryland corporation
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QUALITY INVESTMENT PROPERTIES METRO, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QUALITY INVESTMENT PROPERTIES, SUWANEE, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QUALITY TECHNOLOGY SERVICES METRO II, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)


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	QUALITY TECHNOLOGY SERVICES, SUWANEE II, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QLD INVESTMENT PROPERTIES WICHITA TECHNOLOGY GROUP, L.L.C., a Kansas limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QUALITY TECHNOLOGY SERVICES WICHITA II, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QUALITY INVESTMENT PROPERTIES SACRAMENTO, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QUALITY TECHNOLOGY SERVICES SACRAMENTO II, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 

  
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	QUALITY INVESTMENT PROPERTIES MIAMI, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QUALITY TECHNOLOGY SERVICES, MIAMI II, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QUALITY INVESTMENT PROPERTIES SANTA CLARA, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)
	
	QUALITY TECHNOLOGY SERVICES SANTA CLARA II, LLC, a Delaware limited liability company
		
	By:	 	 /s/ William H. Schafer

	Name:	 	 William H. Schafer

	Title:	 	 CFO

	
	(SEAL)


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	AGENT AND LENDERS:
	
	KEYBANK NATIONAL ASSOCIATION, individually and as Agent
		
	By:	 	 /s/ Timothy Sylvain

	Name:	 	 Timothy Sylvain

	Title:	 	 Vice President

	
	(SEAL)


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	BANK OF AMERICA, N.A.
		
	By:	 	 /s/ Shannon R. Westberg

	Name:	 	 Shannon R. Westberg

	Title:	 	 SVP

	
	(SEAL)


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	DEUTSCHE BANK AG NEW YORK BRANCH
		
	By:	 	 /s/ James Rolison

	Name:	 	 James Rolison

	Title:	 	 Managing Director

		
	By:	 	 /s/ David Naranjo

	Name:	 	 David Naranjo

	Title:	 	 Vice President

	
	(SEAL)


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	REGIONS BANK
		
	By:	 	 /s/ Kerri L. Raines

	Name:	 	 Kerri L. Raines

	Title:	 	 Vice President

	
	(SEAL)


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	GOLDMAN SACHS BANK USA
		
	By:	 	 /s/ Michelle Latzoni

	Name:	 	 Michelle Latzoni

	Title:	 	 Authorized Signatory

	
	(SEAL)


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	JEFFERIES GROUP LLC
		
	By:	 	 /s/ Mark Sahler

	Name:	 	 Mark Sahler

	Title:	 	 Managing Director

	
	(SEAL)


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	RBS CITIZENS, N.A.
		
	By:	 	 /s/ Donald Woods

	Name:	 	 Donald Woods

	Title:	 	 SVP

	
	(SEAL)


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	TORONTO DOMINION (TEXAS) LLC
		
	By:	 	 /s/ Marie Fernandes

	Name:	 	 Marie Fernandes

	Title:	 	 Authorized Signatory

	
	(SEAL)


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	PNC BANK, NATIONAL ASSOCIATION
		
	By:	 	 /s/ Robert J. Helt

	Name:	 	 Robert J. Helt

	Title:	 	 AVP

	
	(SEAL)


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	JPMORGAN CHASE BANK, N.A.
		
	By:	 	 /s/ Brendan Poe

	Name:	 	 Brendan Poe

	Title:	 	 Executive Director

	
	(SEAL)


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 

  
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	MORGAN STANLEY SENIOR FUNDING, INC.
		
	By:	 	 /s/ Nick Zangari

	Name:	 	 Nick Zangari

	Title:	 	 Vice President

	
	(SEAL)


 [SIGNATURES CONTINUE ON FOLLOWING PAGE] 

  
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	STIFEL BANK & TRUST
		
	By:	 	 /s/ John D. Haffenreffer

	Name:	 	 John D. Haffenreffer

	Title:	 	 President

	
	(SEAL)



  
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