AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUPONT FABROS TECHNOLOGY, L.P.Limited Partnership Agreement • March 15th, 2010 • Tarantula Ventures LLC • Real estate • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP of DuPont Fabros Technology, L.P., (the “Partnership”) dated as of October 24, 2007 (the “Partnership Agreement”), is entered into by and among DuPont Fabros Technology, Inc., a Maryland corporation (the “Company”), as the General Partner, Lammot J. du Pont and Hossein Fateh, as the Withdrawing Original Limited Partners, and the Persons whose names are set forth on Exhibit A attached hereto, as the Limited Partners, together with any other Persons who become Partners in the Partnership as provided herein.
EXCHANGE AGENT AGREEMENTExchange Agent Agreement • March 15th, 2010 • Tarantula Ventures LLC • Real estate • New York
DuPont Fabros Technology, L.P. a Maryland limited partnership (the “Company”) proposes to make an offer (the “Exchange Offer”) to exchange up to $550,000,000 of its outstanding 8 1/2% Senior Notes due 2017 (the “Old Securities”) for its 8 1/2% Senior Notes due 2017 (the “New Securities”). The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus, dated , 2010 (the “Prospectus”), proposed to be distributed to all record holders of the Old Securities. The Old Securities and the New Securities are collectively referred to herein as the “Securities”.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF XERES MANAGEMENT LLC (a Delaware Limited Liability Company) Dated as of May 5, 2010Limited Liability Company Agreement • May 27th, 2010 • Tarantula Ventures LLC • Real estate • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of May 5, 2010 (as amended, modified or restated from time to time in accordance herewith, this “Agreement”), of Xeres Management LLC, a Delaware limited liability company (the “LLC”), is entered into by DuPont Fabros Technology, L.P. having an office located at 1212 New York Avenue, N.W., Suite 900, Washington, D.C. 20005 (together with its permitted successors and assigns, the “Member”), and has been executed pursuant to and in accordance with the provisions of the Delaware Limited Liability Company Act 6 Del. C. § 18-101, et. seq., as amended from time to time (the “Act”).
THE TRANSFER OF THE LIMITED LIABILITY COMPANY INTERESTS DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FOX PROPERTIES LLC (a Delaware Limited Liability Company) Dated as of...Limited Liability Company Agreement • March 15th, 2010 • Tarantula Ventures LLC • Real estate • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 2, 2009 (as amended, modified or restated from time to time in accordance herewith, this “Agreement”), of Fox Properties LLC, a Delaware limited liability company (the “LLC”), is entered into by Safari Ventures LLC, having an office located at 1212 New York Avenue N.W., Suite 900, Washington, D.C. 20005 (together with its permitted successors and assigns, the “Member”), and Jennifer A. Schwartz and Victor A. Duva, as independent non-member managers, having an office at c/o CT Corporation Staffing, Inc., 1209 Orange Street, Wilmington, DE 19801 (the “Initial Independent Managers”), and has been executed pursuant to and in accordance with the provisions of the Delaware Limited Liability Company Act 6 Del. C. § 18-101, et seq„ as amended from time to time (the “Act”).
Indenture, dated December 16, 2009, by and among DuPont Fabros Technology, L.P., DuPont Fabros Technology, Inc., certain of its subsidiaries and U.S. Bank National Association DuPont Fabros Technology, L.P. as Issuer the Guarantors party hereto and...Indenture • March 15th, 2010 • Tarantula Ventures LLC • Real estate • New York
INDENTURE, dated as of December 16, 2009, between DuPont Fabros Technology, L.P., a Maryland limited partnership, as the Company, the Guarantors party hereto, and U.S. Bank National Association, a national banking association, as Trustee.
THE TRANSFER OF THE LIMITED LIABILITY COMPANY INTERESTS DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN LIMITED LIABILITY COMPANY AGREEMENT OF YAK INTERESTS LLC (a Delaware Limited Liability Company) Dated as of May 3, 2007LLC Operating Agreement • March 15th, 2010 • Tarantula Ventures LLC • Real estate • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) is made and entered into by is entered into by Yak Management LLC, a Delaware limited liability company, having an office located at 1212 New York Avenue, N.W., Suite 900, Washington, D.C. 20005, as the sole Member of the Company.
THE TRANSFER OF THE LIMITED LIABILITY COMPANY INTERESTS DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN LIMITED LIABILITY COMPANY AGREEMENT OF WHALE HOLDINGS LLC (a Delaware Limited Liability Company) Dated as of February 5, 2007LLC Operating Agreement • March 15th, 2010 • Tarantula Ventures LLC • Real estate • Delaware
WHEREAS, on the 5th day of February 2007, the Company was formed pursuant to a Certificate of Formation (as amended from time to time, the “Certificate of Formation”) filed with the Delaware Secretary of State (the “Secretary of State”) for the purposes hereinafter set forth.
THE TRANSFER OF THE LIMITED LIABILITY COMPANY INTERESTS DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RHINO EQUITY LLC (a Delaware Limited Liability Company) Dated as of...LLC Operating Agreement • March 15th, 2010 • Tarantula Ventures LLC • Real estate • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of August 7, 2007 (as amended, modified or restated from time to time in accordance herewith, this “Agreement”), of RHINO EQUITY LLC, a Delaware limited liability company (the “LLC”), is entered into by SAFARI VENTURES LLC having an office located at, 1212 New York Avenue N.W., Suite 900, Washington, D.C. 20005 (together with its permitted successors and assigns, the “Member”), and VICTOR A. DUVA and JENNIFER SCHWARTZ, as independent non-member managers, having an office at c/o CT Corporation Staffing, Inc., 1209 Orange Street, Wilmington, DE 19801 (the “Initial Independent Managers”), and has been executed pursuant to and in accordance with the provisions of the Delaware Limited Liability Company Act 6 Del. C. § 18-101, et seq., as amended from time to time (the “Act”).
Registration Rights Agreement, dated December 16, 2009, by and amoung DuPont Fabros Technology, L.P., DuPont Fabros Technology, Inc., certain of its subsidiaries and Jefferies & Company, Inc DUPONT FABROS TECHNOLOGY, L.P.Registration Rights Agreement • March 15th, 2010 • Tarantula Ventures LLC • Real estate • New York
DuPont Fabros Technology, L.P., a Maryland limited partnership (the “Partnership”) is issuing and selling to the several initial purchasers listed in Schedule I hereto (the “Initial Purchasers”), upon the terms set forth in the Purchase Agreement dated December 11, 2009, by and among the Partnership, DuPont Fabros Technology, Inc. (the “Parent”), the Initial Purchasers and the Subsidiary Guarantors named therein (the “Purchase Agreement”), $550,000,000 aggregate principal amount of 8 1/2% Senior Notes due 2017 issued by the Partnership (each, a “Note” and collectively, the “Notes”). As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the Partnership and the guarantors listed in the signature pages hereto agree with the Initial Purchasers, for the benefit of the Holders (as defined below) of the Notes (including, without limitation, the Initial Purchasers), as follows:
SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FOX PROPERTIES LLCLimited Liability Company Agreement • May 27th, 2010 • Tarantula Ventures LLC • Real estate • Delaware
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FOX PROPERTIES LLC (this “Amendment”) is made effective as of the 6th day of May, 2010 (the “Effective Date”), by DUPONT FABROS TECHNOLOGY, L.P., a Maryland limited partnership (successor to Safari Ventures LLC) (the “Member”), the sole Member and Managing Member of Fox Properties LLC, a Delaware limited liability company (the “LLC”), and JENNIFER A. SCHWARTZ and VICTOR A. DUVA, as independent non-member managers, having an office at c/o CT Corporation Staffing, Inc., 1209 Orange Street, Wilmington, DE 19801 (the “Independent Managers”).
THE TRANSFER OF THE LIMITED LIABILITY COMPANY INTERESTS DESCRIBED IN THIS AGREEMENT IS RESTRICTED AS DESCRIBED HEREIN AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF TARANTULA INTERESTS LLC (a Delaware Limited Liability Company) Dated as...Limited Liability Company Agreement • March 15th, 2010 • Tarantula Ventures LLC • Real estate • Delaware
THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of December 18, 2007 (as amended, modified or restated from time to time in accordance herewith, this “Agreement”), of Tarantula Interests LLC, a Delaware limited liability company (the “Company”), is entered into by Safari Ventures LLC (f/k/a Eden Ventures LLC), having an office located at 1212 New York Avenue N.W., Suite 900, Washington, D.C. 20005 (together with its permitted successors and assigns, the “Member”), and has been executed pursuant to and in accordance with the provisions of the Delaware Limited Liability Company Act 6 Del. C. § 18-101, et seq., as amended from time to time (the “Act”).
SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GRIZZLY VENTURES LLCLimited Liability Company Agreement • May 27th, 2010 • Tarantula Ventures LLC • Real estate • Delaware
THIS SECOND AMENDMENT TO THE AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF GRIZZLY VENTURES LLC (this “Amendment”) is made effective as of the 6th day of May, 2010 (the “Effective Date”), by Grizzly Equity LLC, a Delaware limited liability company (the “Member”), the sole Member and Managing Member of Grizzly Ventures LLC, a Delaware limited liability company (the “LLC”), and WILLIAM C. DIAMOND and JERRY DANIEL, as independent non-member managers, having an office at c/o CT Corporation Staffing, Inc., 1209 Orange Street, Wilmington, DE 19801 (the “Independent Managers”).
FIRST AMENDMENT TO AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF DUPONT FABROS TECHNOLOGY, L.P.Agreement of Limited Partnership • May 27th, 2010 • Tarantula Ventures LLC • Real estate • Maryland
This First Amendment (this “First Amendment”) to the Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) of DuPont Fabros Technology, L.P., a Maryland limited partnership (the “Partnership”), is hereby executed this 19th day of May, 2010. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Partnership Agreement
