SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MAY 1, 2013 BY AND AMONG QUALITYTECH, LP, AS BORROWER AND KEYBANK NATIONAL ASSOCIATION, THE OTHER LENDERS WHICH ARE PARTIES TO THIS AGREEMENT AND OTHER LENDERS THAT MAY BECOME PARTIES TO THIS...Credit Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Georgia
THIS JOINDER AGREEMENT (“Joinder Agreement”) is executed as of , 20 , by , a (“Joining Party”), and delivered to KeyBank National Association, as Agent, pursuant to §5.3 of the Second Amended and Restated Credit Agreement dated as of May 1, 2013, as from time to time in effect (the “Credit Agreement”), among the Borrower, KeyBank National Association, for itself and as Agent, and the other Lenders from time to time party thereto. Terms used but not defined in this Joinder Agreement shall have the meanings defined for those terms in the Credit Agreement.
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2013, by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company” or the “Indemnitor”) and [ ] (the “Indemnitee”).
TAX PROTECTION AGREEMENTTax Protection Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Delaware
THIS TAX PROTECTION AGREEMENT (this “Agreement”) is made and entered into as of [•], 2013 by and among QTS REALTY TRUST, INC., a Maryland corporation (the “REIT”), QUALITYTECH, LP, a Delaware limited partnership (the “Partnership”), and each Protected Partner identified as a signatory on Schedule 2.1(a), as amended from time to time.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Delaware
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2013 by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company”), QualityTech GP, LLC, a Delaware limited liability company ( “Quality GP”), and the Persons listed on Schedule A hereto (collectively, the “Holders,” and each individually, a “Holder”).
QUALITYTECH, LPClass O Unit Award Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts
Pursuant to the QualityTech, LP 2010 Equity Incentive Plan (the “Plan”), the Third Amended and Restated Agreement of Limited Partnership (as amended from time to time, the “LP Agreement”) of QualityTech, LP (the “Partnership”), and the Limited Liability Company Agreement (as amended from time to time, the “LLC Agreement”) of QualityTech Employee Pool, LLC (“Employee Pool”), (i) the Grantee named below hereby is granted an award in the form of Class O Units in Employee Pool (herein defined as an “Award” or the “LTIP Units”), and (ii) the Partnership has issued to Employee Pool an identical number of Class O LTIP Units in the Partnership. Upon the close of business on the Final Acceptance Date, if the terms and conditions of the grant set forth in this cover sheet and in the attachment (collectively, the “Agreement”) are accepted, the Grantee shall receive the number of Class O Units in Employee Pool specified below, each having the rights, voting powers, restrictions, vesting limitation
QTS REALTY TRUST, INC.Restricted Shares Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Maryland
QTS Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants its shares of Class A Common Stock, par value $0.01 (“Restricted Shares”) to the Grantee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”) and in the Company’s 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).
QUALITYTECH, LPClass Rs Unit Award Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts
Pursuant to the QualityTech, LP 2010 Equity Incentive Plan (the “Plan”), the Third Amended and Restated Agreement of Limited Partnership (as amended from time to time, the “LP Agreement”) of QualityTech, LP (the “Partnership”), and the Limited Liability Company Agreement (as amended from time to time, the “LLC Agreement”) of QualityTech Employee Pool, LLC (“Employee Pool”), (i) the Grantee named below hereby is granted an award in the form of Class RS Units in Employee Pool (herein defined as an “Award” or the “LTIP Units”), and (ii) the Partnership has issued to Employee Pool an identical number of Class RS LTIP Units in the Partnership. Upon the close of business on the Final Acceptance Date, if the terms and conditions of the grant set forth in this cover sheet and in the attachment (collectively, the “Agreement”) are accepted, the Grantee shall receive the number of Class RS Units in Employee Pool specified below, each having the rights, voting powers, restrictions, vesting limitat
AMENDED AND RESTATED EMPLOYMENT AGREEMENT (William H. Schafer)Employment Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Kansas
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 14, 2013 (“Effective Date”), by and among QualityTech, LP, a Delaware limited partnership (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and general partner of the Company (together with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (“QTS LLC”), and William H. Schafer, an individual (“Executive”), with respect to the following facts and circumstances:
NON-COMPETITION AGREEMENT (James Reinhart)Non-Competition Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Kansas
This NON-COMPETITION AGREEMENT (the “Agreement”) is made and entered into as of June 29, 2012, by and among Quality Technology Services, LLC, a Delaware limited liability company (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and an indirect parent and affiliate of the Company (the “GP”), QualityTech, LP, a Delaware limited partnership and an indirect parent and affiliate of the Company (the “OP”), and James Reinhart, an individual (“Executive”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (Daniel Bennewitz)Employment Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Kansas
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of August 14, 2013 (“Effective Date”), by and among QualityTech GP, LLC, a Delaware limited liability company (the “Company”), QualityTech, LP, a Delaware limited partnership (the “OP”), Quality Technology Services, LLC, a Delaware limited liability company (“QTS”), and Daniel Bennewitz, an individual (“Executive”), with respect to the following facts and circumstances:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Delaware
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2013 by and among QTS Realty Trust, Inc., a Maryland corporation (the “Company”), and the Persons listed on Schedule I hereto (the “Holders,” and each individually, a “Holder”).
EMPLOYMENT AGREEMENT (Daniel Bennewitz)Employment Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Kansas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of June 29, 2012 (“Effective Date”), by and among QualityTech GP, LLC, a Delaware limited liability company (the “Company”), QualityTech, LP, a Delaware limited partnership (the “OP”), and Daniel Bennewitz, an individual (“Executive”), with respect to the following facts and circumstances:
CREDIT AGREEMENT DATED AS OF DECEMBER 21, 2012 BY AND AMONG QUALITY INVESTMENT PROPERTIES RICHMOND, LLC, AS A BORROWER, QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC, AS A GUARANTOR, AND QUALITYTECH, LP, AS A GUARANTOR, AND REGIONS BANK, THE OTHER...Credit Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • New York
THIS CREDIT AGREEMENT (this “Agreement”) is made as of the 21st day of December, 2012, by and among QUALITY INVESTMENT PROPERTIES RICHMOND, LLC, a Delaware limited liability company (“QIPR”), the Additional Subsidiary Borrowers from time to time a party to this Agreement as “Borrowers” pursuant to §5.5, QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC, a Delaware limited liability company (“QTS Richmond TRS”), QUALITYTECH, LP, a Delaware limited partnership (“QTLP”), REGIONS BANK (“Regions”), the other lending institutions which are parties to this Agreement as “Lenders”, and the other lending institutions that may become parties hereto pursuant to §18 (together with Regions, the “Lenders”), REGIONS, as Administrative Agent for the Lenders (the “Agent”), with REGIONS CAPITAL MARKETS and MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED, as Joint Lead Arrangers and Joint Book Managers (each in such capacities, an “Arranger”).
QTS REALTY TRUST, INC.Non-Qualified Option Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts
QTS Realty Trust, Inc., a Maryland corporation (the “Company”), hereby grants an option to purchase its shares of Class A Common Stock, par value $0.01 (the “Option”), to the optionee named below, subject to the vesting and other conditions set forth below. Additional terms and conditions of the grant are set forth in this cover sheet and in the attachment (collectively, the “Agreement”), and in the Company’s 2013 Equity Incentive Plan (as amended from time to time, the “Plan”).
LEASE AGREEMENT QUALITY INVESTMENT PROPERTIES – WILLIAMS CENTRE, L.L.C.Lease Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts
EMPLOYMENT AGREEMENT (Jeffrey Berson)Employment Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Kansas
This EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 1, 2013 (“Effective Date”), by and among QualityTech, LP, a Delaware limited partnership (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and general partner of the Company (together with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (“QTS LLC”) and Jeffrey Berson, an individual (“Executive”), with respect to the following facts and circumstances:
FIRST AMENDMENT TO LEASELease • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Kansas
This FIRST AMENDMENT TO LEASE (this “Amendment”) made on this 1st day of March, 2013, by and between QUALITY INVESTMENT PROPERTIES – WILLIAMS CENTER, L.L.C., a Kansas limited liability company (“Lessor”), and QUALITY TECHNOLOGY SERVICES LENEXA, LLC, a Delaware limited liability company (“Lessee”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (Jeffrey Berson)Employment Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Kansas
THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is made as of August 14, 2013 (“Effective Date”), by and among QualityTech, LP, a Delaware limited partnership (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and general partner of the Company (together with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (“QTS LLC”) and Jeffrey Berson, an individual (“Executive”), with respect to the following facts and circumstances:
EMPLOYMENT AGREEMENT (Shirley E. Goza)Employment Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Kansas
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is made as of August 14, 2013 (“Effective Date”), by and among QualityTech, LP, a Delaware limited partnership (the “Company”), QualityTech GP, LLC, a Delaware limited liability company and general partner of the Company (together with any successor general partner of the Company, the “General Partner”), Quality Technology Services, LLC, a Delaware limited liability company and an affiliate of the Company (“QTS LLC”), and Shirley E. Goza, an individual (“Executive”), with respect to the following facts and circumstances:
THIRD AMENDMENT TO GROUND LEASEGround Lease • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • California
THIS THIRD AMENDMENT TO GROUND LEASE (“Third Amendment”) is made as of this 17th day of November, 2011, between MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Landlord”) and QUALITY INVESTMENT PROPERTIES SANTA CLARA, LLC, a Delaware limited liability company (“Tenant”) and CHAD L. WILLIAMS (“Williams”) (for purposes of Section 13 only).
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF QUALITYTECH, LPAgreement of Limited Partnership • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • Delaware
THIS FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP, dated as of [ ], 2013, is entered into by and among QTS Realty Trust, Inc., a Maryland corporation, as the General Partner, and the Persons whose names are set forth on the Partner Registry (as hereinafter defined) as Limited Partners, together with any other Persons who become Partners in QualityTech, LP (the “Partnership”) as provided herein.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • New York
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) dated as of May 1, 2013, by and among QUALITY INVESTMENT PROPERTIES RICHMOND, LLC, a Delaware limited liability company (“QIPR”), QUALITY TECHNOLOGY SERVICES RICHMOND II, LLC, a Delaware limited liability company (“QTS Richmond TRS”), QUALITYTECH, LP, a Delaware limited partnership (“QTLP”), each of the Lenders party hereto, and REGIONS BANK, as Administrative Agent (the “Agent”).
GROUND LEASE By and Between MISSION-WEST VALLEY LAND CORPORATION a California non-profit public benefit corporation (“Landlord”) and NEXUS PROPERTIES, INC., a California corporation KINETIC SYSTEMS, INC., a California corporation DIGITAL SQUARE, INC.,...Ground Lease • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • California
This GROUND LEASE (the “Lease”) is made and entered into as of October 2, 1997 (the “Effective Date”) by and among MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Landlord”), whose address is 3000 Mission College Boulevard, Santa Clara, California 95054, and NEXUS PROPERTIES, INC., a California corporation (“NEXUS”), KINETIC SYSTEMS, INC., a California corporation (“KS”), DIGITAL SQUARE, INC., a California corporation (“DS”), R. DARRELL GARY, individually, a married man (“GARY”), MICHAEL J. REIDY, individually, a married man (“REIDY”) and MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST (“BONAGUIDI”), jointly and severally (collectively “Tenant”).
SECOND AMENDMENT TO GROUND LEASEGround Lease • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • California
THIS SECOND AMENDMENT TO GROUND LEASE (“Second Amendment”) is made as of this 24 day of September, 2009 between MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Landlord”) and QUALITY INVESTMENT PROPERTIES SANTA CLARA, LLC, a Delaware limited liability company (“Tenant”) and CHAD L. WILLIAMS (“Williams”) (for purposes of Section 11 only).
FIRST AMENDMENT TO GROUND LEASEGround Lease • August 16th, 2013 • QTS Realty Trust, Inc. • Real estate investment trusts • California
This FIRST AMENDMENT TO GROUND LEASE (“First Amendment”) is made and entered into as of April 29, 1998 (the “Effective Date”) by and among MISSION-WEST VALLEY LAND CORPORATION, a California non-profit public benefit corporation (“Landlord”), and NEXUS PROPERTIES, INC., a California corporation (“NEXUS”), KINETIC SYSTEMS, INC., a California corporation (“KS”), R. DARRELL GARY, individually, a married man (“GARY”), MICHAEL J. REIDY, individually, a married man (“REIDY”) and MICHAEL J. REIDY as Trustee of the RONALD BONAGUIDI IRREVOCABLE TRUST (“BONAGUIDI”), jointly and severally (collectively “Tenant”), sometimes hereinafter referred to as the “parties,” with reference to the following facts:
