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Amendment redline · August 2026
Centersquare master indenture: amendment
What the amendment changed in the agreement, read from the marked-up copy attached to the filing: struck text was deleted, underlined text was added. Start with the figures and defined terms, then read each change in place.
Csquare S-1 Exhibit 4.7: Centersquare indenture amendment on SEC EDGAR · The deal
- Provisions changed
- 21
- Sections touched
- 5
- Defined terms added
- 1
- Defined terms deleted
- 0
- Words inserted
- 637
- Words deleted
- 12
Defined terms
Definitions added, deleted and amended
Added 1
- Recognized Environmental Conditions
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Section 7 Captions 3 changes
- CONFORMED COPY INCLUDES FIRST
Execution VersionAMENDMENT TO INDENTURE- DATED AS OF JUNE 10, 2025
Section 1.01 Definitions 1 change
- “Recognized Environmental Conditions” “Recognized Environmental Conditions” shall mean, (1) the presence of hazardous substances or petroleum products in, on, or at the subject property due to a release to the environment; (2) the likely presence of hazardous substances or petroleum products in, on, or at the subject property due to a release or likely release to the environment; or (3) the presence of hazardous substances or petroleum products in, on, or at the subject property under conditions that pose a material threat of a future release to the environment.
Section 2.12 Additional Data Centers; Additional Notes 7 changes
- (
iii) so long as the Series 2024-1 Class B Notes are Outstanding, no Tranche of Class B Notes may be issued that are senior in right of payment of interest or principal to the Series 2024-1 Class B Notes; - (
ivii) if any such Additional Notes are Class A Notes or Class B Notes, a Rating Agency Confirmation with respect to each Series of Continuing Notes is obtained from each Rating Agency then rating such Series of Continuing Notes; provided that a Rating Agency Confirmation will not be required in connection with the issuance of any Additional Notes that are Subordinated Notes and, if such Additional Notes are Subordinated Notes, a Rating Agency Confirmation with respect to each Series of Continuing Notes that are Subordinated Notes, if any, is obtained from each Rating Agency then rating each such Series of Continuing Notes that are Subordinated Notes; - (
viii) the Co-Issuers receive an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the Opinion of Counsel with respect to the tax treatment of the Series 2024-1/2 Notes issued on, and which Opinion of Counsel was delivered on, the Initial Closing Date) to the effect that the issuance of such Additional Notes will not (x) cause any of the Continuing Notes of any Outstanding Series to be deemed to have been exchanged for a new debt instrument pursuant to Treasury regulations section 1.1001-3, (y) cause the Issuer or the Co-Issuer to be taxable as other than a partnership or disregarded entity for U.S. federal income tax purposes or (z) cause any of the Continuing Notes of any Outstanding Series that are characterized as indebtedness for U.S. federal income tax purposes to be characterized as other than indebtedness for U.S. federal income tax purposes; - (
viiv) after giving effect to the issuance of such Additional Notes, the following conditions are satisfied: (A) if such Additional Notes are Class A Notes or Class B Notes, the Class A LTV Ratio is less than or equal to 65.0%, (B) if such Additional Notes are Class B Notes, the Class B LTV Ratio is less than or equal to 70.0% and (C) the DSCR is equal to or greater than 1.85:1.0; - (
viiv) if such Additional Notes are Class A Notes, the Servicer or the structuring advisor with respect to such Additional Notes (who will deliver the related appraisal to the Manager, the Backup Manager, the Indenture Trustee and, to the extent the structuring advisor delivers the related appraisals, the Servicer), deliver new appraisals meeting the requirements set forth in the Servicing Agreement with respect to the Data Centers owned or leased by the Asset Entities as of the closing date of the issuance of such Additional Notes; provided that no new appraisal will be required if the Manager certifies that, in its reasonable belief, there has been no material decrease in the value of the Data Centers from the Appraised Value set forth in the most recent appraisal; - (
viiivi) if such Additional Notes are Variable Funding Notes, (x) upon giving effect to the issuance of such Variable Funding Notes, the aggregate maximum principal amount of all Variable Funding Notes issued and Outstanding under this Indenture shall not exceed 20% of the sum of (i) the aggregate maximum principal balance of all Variable Funding Notes issued and Outstanding under this Indenture at such time and (ii) the aggregate Note Principal Balance of all other Class A Notes issued and Outstanding under the Indenture at such time and (y) if any Series of Variable Funding Notes are then Outstanding, such other conditions set forth in the Variable Funding Note Purchase Agreement for such Series of Variable Funding Notes are satisfied; and - (
ixvii) the Indenture Trustee receives an Officer’s Certificate of the Co-Issuers stating that all conditions precedent to the issuance of the Additional Notes under the Indenture have been satisfied.
Section 7.23 Site Leases 9 changes
- (i) (A) extend the term of a Site Lease or add a renewal term or option period to a Site Lease, in each case on terms and conditions in accordance with prudent business practices or (B) convert any Leased Data Center to a Data Center owned in fee subject to Section
7.307.23(bh); and - (h) Conversion. Notwithstanding anything herein to the contrary, the Issuer, through the Asset Entities or any Additional Asset Entity shall have right to acquire (whether through an asset purchase, equity purchase or assignment of contracts) an interest in any Leased Data Center that is superior to such Asset Entity’s interest in such data center as of the Closing Date or convert such Leased Data Center to a Data Center owned in fee (a “Conversion”), subject to satisfaction of the following conditions:
- (i) such Asset Entity shall have completed architectural, structural and other due diligence at such Data Center (consistent with the Manager’s existing standards and practices) with no material adverse findings and the Data Center is otherwise free of all material structural, architectural or title defects and is free of material deferred maintenance;
- (ii) unless such Data Center is a Non-Mortgaged Data Center, such Asset Entity shall deliver a Mortgage (or an amendment to or assignment of the Mortgage encumbering the applicable Site Lease) if requested by the Servicer to reflect the Conversion;
- (iii) the Indenture Trustee and the Servicer shall have received an Opinion of Counsel (consistent with the legal opinion with respect to the same subject matter delivered on the most recent Closing Date) with respect to the enforceability of the related Mortgage (or modification thereof) and, if such Additional Data Center is owned by an Additional Asset Entity to be contributed to the Issuer or the Co-Issuer in connection with the Conversion, the Indenture Trustee and the Servicer shall have received such other Opinions of Counsel (consistent with the legal opinions with respect to the same subject matter delivered on the most recent Closing Date) as may be reasonably requested by the Servicer;
- (iv) the implementation of the Conversion does not result in the violation of any Customer Contract that gives rise to any termination, cancellation or abatement right under any Customer Contract or other material agreement affecting or relating to the use and/or operation of such Data Center that could reasonably be expected to result in a Material Adverse Effect;
- (v) the Obligors have delivered to the Indenture Trustee, the Manager, the Backup Manager and the Servicer a Phase I environmental report on each such Data Center that does not identify any Recognized Environmental Conditions that would reasonably be expected to cause a Material Adverse Effect, and if such Phase I environmental site assessment report reveals any condition that in the Manager’s reasonable judgment so warrants, a Phase II environmental site assessment report, and such report concludes that such Data Center does not contain any Hazardous Materials in material violation of applicable Environmental Law for which (x) no remediation plan is in effect or being implemented or (y) the applicable Asset Entity is appropriately indemnified;
- (vi) at least ten (10) Business Days (or such lesser period as is approved by the applicable Rating Agency) prior to the date of such Conversion, the Co-Issuers shall have provided notice to each Rating Agency then rating the Notes; and
- (vii) the Issuer shall have delivered an Officer’s Certificate of the Issuer to the Servicer and the Indenture Trustee confirming compliance with the requirements of this Section 7.23(h).
Section 13.01 Indenture Supplements without Consent of Noteholders 1 change
- provided, that (x) in connection with any supplement or amendment for purposes described in clause (
mn) above, any such amendment of this Indenture, any Series Supplement or any Notes (1) will not adversely affect in any material respect the interests of any Noteholder (as evidenced by an Officer’s Certificate of the Co-Issuers), (2) either (x) the Servicer has consented thereto and Noteholders representing more than 50% of the Class Principal Balance of any Class of Outstanding Notes have not objected within 30 days of notice thereof or (y) a Rating Agency Confirmation with respect to such amendment is obtained and (3) will not diminish any rights or remedies or increase any liabilities or obligations of the Servicer hereunder, under the Servicing Agreement or under any other Transaction Document without the consent of the Servicer, and (y) in connection with any supplement or amendment for purposes described in clauses (c), (d), (e), (g), (h), (i), (l) and (n) above, the Co-Issuers receive an Opinion of Counsel (which opinion may contain similar assumptions and qualifications as are contained in the Opinion of Counsel with respect to the tax treatment of the Series 2024-1/2 Notes issued on, and which Opinion of Counsel was delivered on, the Initial Closing Date) to the effect that such supplement or amendment will not (1) cause any of the Notes of any Outstanding Series to be deemed to have been exchanged for a new debt instrument pursuant to Treasury regulations section 1.1001-3, (2) cause the Issuer or the Co-Issuer to be taxable as other than a partnership or disregarded entity for U.S. federal income tax purposes or (3) cause any of the Notes of any Outstanding Series that are characterized as indebtedness for U.S. federal income tax purposes to be characterized as other than indebtedness for U.S. federal income tax purposes.
Method
The markup is the filer's: text shown struck through or underlined in colour in the filed agreement. It is read automatically from the filed HTML, so check any provision against the filed document before relying on it. Page numbers and contents entries are left out. General information drawn from public filings. It is not legal advice on any transaction, and using this page does not create a lawyer-client relationship. Views are personal.
