Exhibit 10.5


 


SECOND AMENDMENT
TO

THIRD AMENDED AND RESTATED CREDIT AGREEMENT


 


THIS SECOND AMENDMENT
TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”), dated as of June 26, 2015, 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).


 


WITNESSETH:


 


WHEREAS, Borrower, Guarantors,
Agent, and the Lenders entered into that certain Third Amended and Restated Credit Agreement dated as of December 17, 2014, as
amended by that certain First Amendment to Third Amended and Restated Credit Agreement dated as of June 5, 2015 (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 by deleting the following
from subparagraph (b) of the definition of Change of Control in §1.1 of the Credit Agreement: “(excluding, in the case
of both clause (b)(ii) and (b)(iii) above, any individual whose initial nomination for, or assumption of office as, a member of
the REIT Board occurs as a result of an actual or threatened solicitation of proxies or consents for the election or removal of
one or more directors or trustees by any Person or group other than a solicitation for the election of one or more directors or
trustees by or on behalf of the REIT Board)”.


 


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.


 


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.


 




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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 the Required Lenders.


 




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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/ Shirley E. Goza
	 	 	Name:	Shirley E. Goza
	 	 	Title:	General Counsel & Secretary
	 	 	 	 
	 	 	 	(SEAL)







 





	 	GUARANTORS:
	 	 
	 	QTS REALTY TRUST, INC., a Maryland corporation
	 	 	 
	 	By:	/s/ Shirley E. Goza
	 	Name:	Shirley E. Goza
	 	Title:	General Counsel & Secretary
	 	 	 
	 	 	(SEAL)







  


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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 TECHNOLOGY SERVICES WICHITA 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 TECHNOLOGY SERVICES CHICAGO II, LLC
	 	QUALITY INVESTMENT PROPERTIES GATEWAY, LLC
	 	QUALITY TECHNOLOGY SERVICES LENEXA, LLC
	 	QUALITY INVESTMENT PROPERTIES 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,
	 	each a Delaware limited liability company
	 	 	 
	 	By:	/s/ Shirley E. Goza
	 	Name:	Shirley E. Goza
	 	Title:	Vice President, General Counsel & Secretary
	 	 	 
	 	 	(SEAL)


 


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	 	QLD INVESTMENT PROPERTIES WICHITA TECHNOLOGY GROUP, L.L.C., a Kansas limited liability company
	 	 	 
	 	By:	/s/ Shirley E. Goza
	 	Name:	Shirley E. Goza
	 	Title:	Vice President, General Counsel & Secretary
	 	 	 
	 	 	(SEAL)
	 	 	 
	 	QAE ACQUISITION COMPANY, LLC, a Georgia limited liability company
	 	 	 
	 	By:	/s/ Shirley E. Goza
	 	Name:	Shirley E. Goza
	 	Title:	Vice President, General Counsel & Secretary
	 	 	 
	 	 	(SEAL)
	 	 	 
	 	QTS FINANCE CORPORATION, a Delaware corporation
	 	 	 
	 	By:	/s/ Shirley E. Goza
	 	Name:	Shirley E. Goza
	 	Title:	General Counsel & Secretary
	 	 	 
	 	 	(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., as Co-Syndication Agent
	 	 	 
	 	By:	/s/ Gary J. Katunas
	 	Name:	Gary J. Katunas
	 	Title:	Senior Vice President
	 	 	 
	 		(SEAL)


 


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	 	DEUTSCHE BANK AG NEW YORK BRANCH
	 	 	 
	 	By:	/s/ James Rolison
	 	Name:	James Rolison
	 	Title:	Managing Director
	 	 	 
	 	By:	/s/ J. T. Johnston Coe
	 	Name:	J. T. Johnston Coe
	 	Title:	Managing Director
	 	 	 
	 	 	(SEAL)


 


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	 	REGIONS BANK, as Co-Syndication Agent
	 	 	 
	 	By:	/s/ Kerri L. Raines
	 	Name:	Kerri L. Raines
	 	Title:	Senior Vice President
	 	 	 
	 	 	(SEAL)


 


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	 	CITIZENS BANK, NATIONAL ASSOCIATION f/k/a RBS CITIZENS, N.A.
	 	 	 
	 	By:	/s/ Michelle Dawson
	 	Name:	Michelle Dawson
	 	Title:	Vice President
	 	 	 
	 	 	(SEAL)


 


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	 	GOLDMAN SACHS BANK USA
	 	 	 
	 	By:	/s/ Jamie Minieri
	 	Name:	Jamie Minieri
	 	Title:	Authorized Signatory
	 	 	 
	 	 	(SEAL)


 


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	 	PNC BANK, NATIONAL ASSOCIATION
	 	 	 
	 	By:	/s/ Andrew Fraser
	 	Name:	Andrew Fraser
	 	Title:	Vice President
	 	 	 
	 	 	(SEAL)


 


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	 	MORGAN STANLEY SENIOR FUNDING, INC.
	 	 	 
	 	By:	/s/ Emanuel Ma
	 	Name:	Emanuel Ma
	 	Title:	Vice President
	 	 	 
	 	 	(SEAL)


 


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	 	JPMORGAN CHASE BANK, N.A.
	 	 	 
	 	By:	/s/ Brendan Poe
	 	Name:	Brendan Poe
	 	Title:	Executive Director
	 	 	 
	 	 	(SEAL)


 


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	 	SUNTRUST BANK
	 	 	 
	 	By:	/s/ Francine Glandt
	 	Name:	Francine Glandt
	 	Title:	SVP, REIT Banking Group
	 	 	 
	 	 	(SEAL)


 


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	 	TORONTO DOMINION (TEXAS) LLC
	 	 	 
	 	By:	/s/ Savo Bozic
	 	Name:	Savo Bozic
	 	Title:	Authorized Signatory
	 	 	 
	 	 	(SEAL)


 


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	 	SYNOVUS BANK
	 	 	 
	 	By:	/s/ David W. Bowman
	 	Name:	David W. Bowman
	 	Title:	Director
	 	 	 
	 	 	(SEAL)


 


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	 	STIFEL BANK & TRUST
	 	 	 
	 	By:	/s/ Suzanne Agin
	 	Name:	Suzanne Agin
	 	Title:	Vice President
	 	 	 
	 	 	(SEAL)


 


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	 	MORGAN STANLEY BANK, N.A.
	 	 	 
	 	By:	/s/ Emanuel Ma
	 	Name:	Emanuel Ma
	 	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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	 	COBANK, ACB
	 	 	 
	 	By:	/s/ Kevin A. Oliver
	 	Name:	Kevin A. Oliver
	 	Title:	Vice President
	 	 	 
	 	 	(SEAL)


 


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	 	CROSSFIRST BANK
	 	 	 
	 	By:	/s/ Douglas McKay
	 	Name:	Douglas McKay
	 	Title:	Business Banker
	 	 	 
	 	 	(SEAL)