INDEMNIFICATION AGREEMENTIndemnification Agreement • August 2nd, 2016 • CyrusOne Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of the _____ day of __________, 20____, by and between CyrusOne Inc., a Maryland corporation (the “Company”), and ________________________ (“Indemnitee”).
CREDIT AGREEMENT dated as of November 20, 2012, among CYRUSONE INC., as the Parent, CYRUSONE LP, as the Borrower, The LENDERS Party Hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent DEUTSCHE BANK SECURITIES INC., CITIGROUP...Credit Agreement • November 26th, 2012 • CyrusOne Inc. • Real estate investment trusts • New York
CREDIT AGREEMENT dated as of November 20, 2012 (this “Agreement”), among CYRUSONE Inc., a Maryland corporation, CYRUSONE LP, a Maryland limited partnership, the LENDERS party hereto and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Administrative Agent.
CYRUSONE LP CYRUSONE FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 6.375% SENIOR NOTES DUE 2022 INDENTURE DATED AS OF NOVEMBER 20, 2012 WELLS FARGO BANK, N.A. TrusteeIndenture • November 26th, 2012 • CyrusOne Inc. • Real estate investment trusts • New York
INDENTURE dated as of November 20, 2012 among CyrusOne LP, a Maryland limited partnership, CyrusOne Finance Corp., a Maryland corporation, the Guarantors and Wells Fargo Bank, N.A., as trustee.
CYRUSONE LP CYRUSONE FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO 5.375% SENIOR NOTES DUE 2027Indenture • March 17th, 2017 • CyrusOne Inc. • Real estate investment trusts • New York
INDENTURE, dated as of March 17, 2017, among CyrusOne LP, a Maryland limited partnership, CyrusOne Finance Corp., a Maryland corporation, the Guarantors and Wells Fargo Bank, N.A., as trustee.
CREDIT AGREEMENT DATED AS OF OCTOBER 9, 2014 BY AND AMONGCredit Agreement • October 10th, 2014 • CyrusOne Inc. • Real estate investment trusts
THIS CREDIT AGREEMENT (this “Agreement”) is entered into as of October 9, 2014, by and among CYRUSONE LP, a Maryland limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION, a national banking association (“KeyBank”), the other lending institutions which are parties to this Agreement as “Lenders” from time to time (together with KeyBank, the “Lenders”), KeyBank, as Administrative Agent for the Lenders (the “Agent”), JPMORGAN CHASE BANK, N.A., as Syndication Agent (the “Syndication Agent”), KEYBANC CAPITAL MARKETS, INC. (“KeyBanc”), and J.P. MORGAN SECURITIES LLC, TD SECURITIES (USA) LLC, BARCLAYS BANK PLC AND RBC CAPITAL MARKETS, as Joint Lead Arrangers and Joint Bookrunners (the “Joint Bookrunners”).
] Shares CyrusOne Inc. COMMON STOCK, PAR VALUE $[ ] PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • November 16th, 2012 • CyrusOne Inc. • Real estate investment trusts • New York
EMPLOYMENT AGREEMENTEmployment Agreement • September 29th, 2015 • CyrusOne Inc. • Real estate investment trusts • Texas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of October 19, 2015 (the “Effective Date”), by and between GREGORY R. ANDREWS (“Employee”) and CYRUSONE LLC, a Delaware limited liability company (“Employer”).
CYRUSONE LP CYRUSONE FINANCE CORP. 5.375% SENIOR NOTES DUE 2027 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2017 • CyrusOne Inc. • Real estate investment trusts • New York
CyrusOne Inc., a Maryland corporation (“Holdings”), CyrusOne GP, a Maryland statutory trust (the “General Partner”), which is a subsidiary of Holdings and the sole general partner of CyrusOne LP, a Maryland limited partnership and subsidiary of Holdings (the “Operating Partnership”) and CyrusOne Finance Corp., a Maryland corporation (together with the Operating Partnership, the “Issuers”), are selling, upon the terms and conditions set forth in the Purchase Agreement (the “Purchase Agreement”) dated as of November 1, 2017 by and among the Issuers, the Guarantors (as defined below) and the Initial Purchasers listed on Schedule I hereto (the “Initial Purchasers”), for whom you are acting as the representatives (the “Representatives”), $200,000,000 in aggregate principal amount of the Issuers’ 5.375% Senior Notes due 2027 (the “Notes”). The Issuers’ obligations under the Notes, including the due and punctual payment of interest on the Notes, will be irrevocably and unconditionally guarant
CyrusOne Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE SALES AGREEMENTSales Agreement • May 4th, 2021 • CyrusOne Inc. • Real estate investment trusts • New York
CYRUSONE LP and CYRUSONE FINANCE CORP. as Issuers and WELLS FARGO BANK, N.A. as Trustee INDENTURE Dated as of December 5, 2019 CROSS-REFERENCE TABLE(1)Indenture • December 5th, 2019 • CyrusOne Inc. • Real estate investment trusts • New York
INVESTOR RIGHTS AGREEMENT dated as of October 23, 2017 between GDS HOLDINGS LIMITED CHEETAH ASIA HOLDINGS LLC CYRUSONE LLC and Mr. William Wei Huang (only with respect to Article I (insofar as and only to the extent to which such Definitions are used...Investor Rights Agreement • October 24th, 2017 • CyrusOne Inc. • Real estate investment trusts • New York
THIS INVESTOR RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of October 23, 2017 by and among GDS Holdings Limited, a company incorporated under the laws of the Cayman Islands (the “Company”), Cheetah Asia Holdings LLC, a Delaware limited liability company (“Investor”), CyrusOne LLC, a Delaware limited liability company (“Guarantor”) and Mr. William Wei Huang (“Mr Huang”) (only with respect to Article I (insofar as and only to the extent to which such Definitions are used in the other sections with respect to which Mr. Huang is entering into this Agreement), Article II only for purposes of Section 2.2 only, and Article VI for purposes of Section 6.13 only).
AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYRUSONE LP a Maryland limited partnershipAgreement of Limited Partnership • May 4th, 2016 • CyrusOne Inc. • Real estate investment trusts • Maryland
THIS AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYRUSONE LP, dated as of May 2, 2016, is entered into by and among CYRUSONE GP, a Maryland statutory trust, (the “Initial General Partner”), CyrusOne Inc., a Maryland corporation (the “Special Limited Partner”), and any additional partner that is admitted from time to time to the Partnership.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2013 • CyrusOne Inc. • Real estate investment trusts • New York
THIS REGISTRATION RIGHTS AGREEMENT, dated as of January 24, 2013, is entered into by and among CyrusOne Inc., a Maryland corporation (the “Company”), CyrusOne GP, a Maryland statutory trust (the “General Partner”), CyrusOne LP, a Maryland limited partnership (the “Operating Partnership”), Data Center Investments Holdco LLC, a Delaware limited liability company (“DCI Holdco”), and Data Centers South Holdings LLC, a Delaware limited liability company (together with DCI Holdco, the “Unit Holders” and, each individually, a “Unit Holder”).
CyrusOne Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • March 21st, 2016 • CyrusOne Inc. • Real estate investment trusts • New York
CyrusOne Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE SALES AGREEMENTSales Agreement • May 4th, 2021 • CyrusOne Inc. • Real estate investment trusts • New York
CyrusOne LP CyrusOne Finance Corp. as Issuers, and CyrusOne Inc. as Guarantor $400,000,000 2.150% Senior Notes Due 2030 UNDERWRITING AGREEMENTUnderwriting Agreement • September 16th, 2020 • CyrusOne Inc. • Real estate investment trusts • New York
This Agreement, the Notes, the Guarantee and the Indenture are collectively referred to herein as the “Transaction Documents” and the transactions contemplated hereby and thereby are collectively referred to herein as the “Transactions.”
CONTRIBUTION AGREEMENT DATED AS OF NOVEMBER [ ], 2012 BY AND AMONG CYRUSONE LP, a Maryland limited partnership AND DATA CENTER INVESTMENTS INC., a Delaware corporationContribution Agreement • November 16th, 2012 • CyrusOne Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT is made and entered into as of November [ ], 2012 (this “Agreement”), by and between CyrusOne LP, a Maryland limited partnership (the “Operating Partnership”), which is a Subsidiary of CyrusOne Inc., a Maryland corporation (the “REIT”), and Data Center Investments Inc., a Delaware corporation (the “Contributor”).
SEVERANCE AGREEMENTSeverance Agreement • October 9th, 2020 • CyrusOne Inc. • Real estate investment trusts • Texas
This SEVERANCE AGREEMENT (this “Agreement”) by and between Katherine Motlagh (“Employee”) and CyrusOne Management Services LLC, a Delaware Limited Liability Company (“Employer”) is effective as of November 2, 2020, or such earlier date as Employee commences employment with the CyrusOne Group (as defined below) on or after the date of execution of this Agreement by the parties hereto (the “Effective Date”).
ContractSupplemental Indenture • February 22nd, 2019 • CyrusOne Inc. • Real estate investment trusts • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 2, 2018, among C1-Allen LLC, C1-ATL LLC, C1-Mesa LLC, C1-Sterling VIII LLC, Warhol TRS LLC, Warhol Partnership LLC, Warhol REIT LLC and C1-Santa Clara LLC (collectively, the “Guaranteeing Subsidiaries”), each a subsidiary of CyrusOne LP (or its permitted successor), a Maryland limited partnership (the “Company”), the Company, the Co-Issuer, the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
CYRUSONE LP CYRUSONE FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO THIRD SUPPLEMENTAL INDENTURE DATED AS OF December 5, 2019 WELLS FARGO BANK, N.A. TrusteeThird Supplemental Indenture • December 5th, 2019 • CyrusOne Inc. • Real estate investment trusts • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of December 5, 2019 (this “Third Supplemental Indenture”), is entered into by and between CyrusOne LP, a Maryland limited partnership (the “Company”), and CyrusOne Finance Corp., a Maryland corporation (“Finance Corp.”, and together with the Company, the “Issuers”), the Persons listed on Exhibit A hereto (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
SHARE PURCHASE AGREEMENT dated as of October 18, 2017 by and among GDS HOLDINGS LIMITED, CHEETAH ASIA HOLDINGS LLC and CYRUSONE LLCShare Purchase Agreement • October 24th, 2017 • CyrusOne Inc. • Real estate investment trusts • New York
* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.
SECOND AMENDMENT TO THE AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF CYRUSONE LPAmended and Restated Agreement of Limited Partnership • February 19th, 2021 • CyrusOne Inc. • Real estate investment trusts • Maryland
1,350,000 Shares CyrusOne Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • December 14th, 2015 • CyrusOne Inc. • Real estate investment trusts • New York
CYRUSONE FINANCE CORP. AND EACH OF THE GUARANTORS PARTY HERETO __________________ THIRD SUPPLEMENTAL INDENTURE DATED AS OF MARCH 17, 2017 __________________ WELLS FARGO BANK, N.A. TrusteeThird Supplemental Indenture • March 17th, 2017 • CyrusOne Inc. • Real estate investment trusts • New York
This THIRD SUPPLEMENTAL INDENTURE, dated as of March 17, 2017 (this “Third Supplemental Indenture”), is entered into by and between CyrusOne LP, a Maryland limited partnership (the “Company”), and CyrusOne Finance Corp., a Maryland corporation (“Finance Corp.”, and together with the Company, the “Issuers”), the Persons listed on Exhibit A hereto (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
Deal Bonus AgreementDeal Bonus Agreement • January 5th, 2022 • CyrusOne Inc. • Real estate investment trusts • Texas
As you are aware, CyrusOne Inc. (the “Company”) has entered into a merger agreement, dated November 14, 2021 (the “Merger Agreement”), with Cavalry Parent L.P. and Cavalry Merger Sub LLC (together, the “Acquiror”), pursuant to which the Acquiror intends to acquire the Company (the “Transaction”). You have been identified as integral to the success of the Transaction, and the Company would like to provide you with an additional incentive to continue your employment with the Company. Therefore, we are pleased to offer you a deal bonus in an aggregate amount of $[●] (the “Deal Bonus”) pursuant to the terms of this letter agreement.
SEPARATION AGREEMENTSeparation Agreement • August 3rd, 2015 • CyrusOne Inc. • Real estate investment trusts • Texas
This Separation Agreement (hereafter, “Agreement”) is entered into by and between CYRUSONE LLC, a Delaware limited liability company (hereafter, “Employer”), and THOMAS W. BOSSE (hereafter, “Employee”), this 31st day of July, 2015 (the “Agreement Date”).
CYRUSONE EUROPE FINANCE DAC as Issuer, CYRUSONE INC. and CYRUSONE LP as Guarantors, WELLS FARGO BANK, N.A. as Trustee, DEUTSCHE BANK AG, LONDON BRANCH as Paying Agent and Transfer Agent and DEUTSCHE BANK TRUST COMPANY AMERICAS as Authenticating Agent...Indenture • May 26th, 2021 • CyrusOne Inc. • Real estate investment trusts • New York
INDENTURE, dated as of May 26, 2021, among CYRUSONE EUROPE FINANCE DAC, a designated activity company organized under the laws of Ireland (the “Issuer”), CYRUSONE, LP, a Maryland limited partnership (the “Company”), CYRUSONE INC., a Maryland corporation (“Holdings,” and, together with the Company, the “Guarantors,” and each a “Guarantor”), WELLS FARGO BANK, N.A., as trustee (the “Trustee”), DEUTSCHE BANK AG, LONDON BRANCH, as paying agent and transfer agent (the “Paying Agent” and “Transfer Agent”) and DEUTSCHE BANK TRUST COMPANY AMERICAS as security registrar and authenticating agent (the “Security Registrar” and “Authenticating Agent”).
FIRST SUPPLEMENTAL INDENTURE DATED AS OF JULY 1, 2015First Supplemental Indenture • July 1st, 2015 • CyrusOne Inc. • Real estate investment trusts • New York
This FIRST SUPPLEMENTAL INDENTURE, dated as of July 1, 2015 (this “First Supplemental Indenture”), is entered into by and between CyrusOne LP, a Maryland limited partnership, and CyrusOne Finance Corp., a Maryland corporation (together with CyrusOne LP, the “Issuers”), the Persons listed on Exhibit A hereto (the “Guarantors”) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER LOAN DOCUMENTSCredit Agreement • June 19th, 2017 • CyrusOne Inc. • Real estate investment trusts
THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS (this “Amendment”), dated as of June 16, 2017, by and among CYRUSONE LP, a Maryland limited partnership (“Borrower”), CYRUSONE INC., a Maryland corporation (“REIT”), CYRUSONE GP, a Maryland statutory trust (“General Partner”), CYRUSONE LLC, a Delaware limited liability company (“LLC”), CYRUSONE TRS INC., a Delaware corporation (“TRS”), CYRUSONE FOREIGN HOLDINGS LLC, a Delaware limited liability company (“Foreign Holdings”), CYRUSONE FINANCE CORP., a Maryland corporation (“Finance”), CERVALIS HOLDINGS LLC, a Delaware limited liability company (“Cervalis Holdings”), CERVALIS LLC, a Delaware limited liability company (“Cervalis”), CYRUSONE-NJ LLC, a Delaware limited liability company (“CyrusOne-NJ”), CYRUSONE-NC LLC, a Delaware limited liability company (“CyrusOne-NC”; REIT, General Partner, LLC, TRS, Foreign Holdings, Finance, Cervalis Holdings, Cervalis, CyrusOne-NJ and CyrusOne-NC are sometime
TRANSACTION AGREEMENT BY AND AMONG SENTINEL PROPERTIES – DURHAM, LLC, RUSSO- SOMERSET, LLC, SENTINEL PROPERTIES – FRANKLIN, LLC, SENTINEL NC-1, LLC, 800 COTTONTAIL, LLC AND CYRUSONE LP DATED AS OF FEBRUARY 4, 2017Transaction Agreement • May 10th, 2017 • CyrusOne Inc. • Real estate investment trusts • Delaware
This TRANSACTION AGREEMENT, dated as of February 4, 2017 (this “Agreement”), is made by and among Sentinel Properties – Durham, LLC, a Delaware limited liability company (the “NC Seller”), Russo-Somerset, LLC, a New Jersey limited liability company (“RS”), Sentinel Properties – Franklin, LLC, a Delaware limited liability company (“SPF” and, together with RS, the “NJ Sellers” and, together with the NC Seller, the “Sellers”), Sentinel NC-1, LLC, a Delaware limited liability company (“SNC”), 800 Cottontail, LLC, a Delaware limited liability company (“800 Cottontail” and, together with SNC, the “Companies”), and CyrusOne LP, a Maryland limited partnership (the “Buyer”).
CONTRIBUTION AGREEMENT DATED AS OF NOVEMBER [ ], 2012 BY AND BETWEEN CYRUSONE LP, a Maryland limited partnership AND DATA CENTERS SOUTH INC., a Delaware corporationContribution Agreement • November 16th, 2012 • CyrusOne Inc. • Real estate investment trusts • New York
THIS CONTRIBUTION AGREEMENT is made and entered into as of November [ ], 2012 (this “Agreement”), by and between CyrusOne LP, a Maryland limited partnership (the “Operating Partnership”), which is a Subsidiary of CyrusOne Inc., a Maryland corporation (the “REIT”), and Data Centers South Inc., a Delaware corporation (the “Contributor”).
CYRUSONE LP and CYRUSONE FINANCE CORP. as Issuers, CYRUSONE INC. as Guarantor, WELLS FARGO BANK, N.A. as Trustee,Third Supplemental Indenture • January 22nd, 2020 • CyrusOne Inc. • Real estate investment trusts • New York
THIRD SUPPLEMENTAL INDENTURE, dated as of January 22, 2020 (this “Supplemental Indenture”), among CYRUSONE LP, a Maryland limited partnership (the “Company”), CYRUSONE FINANCE CORP., a Maryland corporation (the “Co-Issuer,” and together with the Company, the “Issuers” and each an “Issuer”), CYRUSONE INC., a Maryland corporation and the sole beneficial owner and sole trustee of CyrusOne GP, which is the sole general partner of the Company (the “Guarantor,” or “Holdings”), WELLS FARGO BANK, N.A., as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as paying agent and security registrar (the “Paying Agent” and “Security Registrar”“).
Variation of terms of the sale and purchase agreement (as amended, restated, supplemented or otherwise modified from time to time, the Agreement) dated 21 December 2017 between (1) Quantum Strategic Partners Limited, Franek Sodzawiczny, Matthew...Variation of Terms of the Sale and Purchase Agreement • April 27th, 2018 • CyrusOne Inc. • Real estate investment trusts
This deed (this Side Letter) sets out the terms on which the Sellers’ Representative (on behalf of the Sellers) and the Buyer have agreed to vary the terms of the Agreement in accordance with clause 20.5 of the Agreement. Unless otherwise defined in this Side Letter, the terms defined in the Agreement shall have the same meanings in this Side Letter.
Variation of terms of the sale and purchase agreement (as amended, restated, supplemented or otherwise modified from time to time, the Agreement) dated 21 December 2017 between (1) Quantum Strategic Partners Limited, Franek Sodzawiczny, Matthew...Variation of Terms of the Sale and Purchase Agreement • August 17th, 2018 • CyrusOne Inc. • Real estate investment trusts
This deed (this Ninth Side Letter) sets out the terms on which the Sellers’ Representative (on behalf of the Sellers) and the Buyer have agreed to vary the terms of the Agreement, as varied in accordance with those certain Side Letters entered into between the Sellers’ Representative (on behalf of the Sellers) and the Buyer on April 20, 2018, April 26, 2018, May 17, 2018, May 25, 2018, June 28, 2018, July 19, 2018, July 27, 2018 and August 10, 2018 (together, the Side Letters), in accordance with clause 20.5 of the Agreement. Unless otherwise defined in this Ninth Side Letter, the terms defined in the Agreement shall have the same meanings in this Ninth Side Letter.
TIME-BASED LTIP UNIT AWARD UNDER THE PROVISIONS OF THE CYRUSONE RESTATED 2012 LONG TERM INCENTIVE PLANTime-Based Ltip Unit Award Agreement • April 29th, 2021 • CyrusOne Inc. • Real estate investment trusts
Pursuant to the provisions of the CyrusOne Restated 2012 Long Term Incentive Plan (as in effect from time to time (the “Plan”)), this Time-Based LTIP Unit Award Agreement (this “Agreement”) and the Partnership Agreement (as defined in the Plan), the Board of Directors of CyrusOne Inc. (“CyrusOne”) hereby grants, and the Operating Partnership shall issue, to the employee named above (“you” or “your”) on the date noted above (the “Award Date”) an award (the “Award”) of time-based vesting LTIP Units (the “LTIP Units”), on and subject to the terms of the Plan, the Partnership Agreement and your agreement to the terms, conditions and restrictions contained herein and subject to the vesting criteria contained herein. Capitalized terms used in this Agreement that are not defined in this Agreement have the meanings as used or defined in the Plan.
