SUPPLEMENTAL INDENTURE

Exhibit 4.8

SUPPLEMENTAL INDENTURE

SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of June 28, 2019, among Quality Technology Services B.V., a Dutch private limited 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, that certain Supplemental Indenture dated as of June 1, 2018, that certain Supplemental Indenture dated as of December 31, 2018 and that certain Supplemental Indenture dated as of March 29, 2019 (as amended to date, 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/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Chief Financial Officer
	QTS FINANCE CORPORATION, as Issuer
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Chief Financial Officer and Treasurer
	QTS REALTY TRUST, INC.
	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Chief Financial Officer

[Signatures continue on next page]

	THE FOLLOWING PARTY AS TRUSTEE:
	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee, Registrar and Paying Agent
	By:	/s/ Xxxxxxx Xxxxxxxxxx
	Name:	Xxxxxxx Xxxxxxxxxx
	Title:	Vice President
	By:	/s/ Xxxxx Xxxxxxxxxxxx
	Name:	Xxxxx Xxxxxxxxxxxx
	Title:	Vice President

[Signatures continue on next page]

	THE FOLLOWING PARTY AS GUARANTEEING SUBSIDIARY
	QUALITY TECHNOLOGY SERVICES B.V.
	By:	/s/ X.X. Xxxxx
	Name:	X. X. Xxxxx
	Title:	Managing Director

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 XXXXX, LLC

QUALITY TECHNOLOGY SERVICES SANTA XXXXX XX, LLC

QUALITY INVESTMENT PROPERTIES IRVING, LLC

QUALITY TECHNOLOGY SERVICES XXXXXX XX, 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 XXXXXX XX, 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

XXXXXXXXX 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

0000 XXXXXXXXX XXXXXXXXX, LLC

QUALITY TECHNOLOGY SERVICES PHOENIX II, LLC

WEST MIDTOWN ACQUISITION COMPANY, LLC

QTS INVESTMENT PROPERTIES MANASSAS II, LLC

	By:	/s/ Xxxxxxx X. Xxxxxx
	Name:	Xxxxxxx X. Xxxxxx
	Title:	Chief Financial Officer and Treasurer