Centersquare master indenture: second 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 4.8: Centersquare indenture amendment (2) on SEC EDGAR · The deal

Randeep Bubbra | Lawyer | Making the next generation of infrastructure financeable · Firm profile · Updated 27 October 2026

Provisions changed: 25
Sections touched: 10
Defined terms added: 3
Defined terms deleted: 0
Words inserted: 625
Words deleted: 106

Figures

Numbers that changed

Amounts, percentages, ratios and periods deleted or inserted in the same provision. Read each in context below.

Provision	Deleted figures	Inserted figures
Section 4.06 Capital Expenditures Reserve Sub-Account	–	$38,508,770

Defined terms

Definitions added, deleted and amended

Added 3

Available Capital Expenditure Amount
Available Class A-1 Commitment Amount
Second Amendment Effective Date

Amended 3

Account Collateral
DSCR
Forward Starting Contract

The redline

Every change, provision by provision

~~Deleted text~~ Inserted text

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Section 8 Captions 4 changes

CONFORMED COPY INCLUDES ~~FIRST~~
~~AMENDMENT TO INDENTURE~~
FIRST AMENDMENT TO INDENTURE DATED AS OF JUNE 10, 2025, AND
SECOND AMENDMENT TO INDENTURE DATED AS OF AUGUST 21, 2025

Section 1.01 Definitions 7 changes

“Account Collateral” “Account Collateral” shall mean all of the Obligors’ right, title and interest in and to the Accounts ~~(other than the Capital Expenditures Reserve Sub-Account)~~, the Reserves, all monies and amounts which may from time to time be on deposit therein, all monies, checks, notes, instruments, documents, deposits, and credits from time to time in the possession of the Indenture Trustee (or the Servicer on its behalf) on behalf of the Noteholders representing or evidencing such Accounts and Reserves and all earnings and investments held therein and proceeds thereof.
provided, however, that, without duplication, to the extent there are material Capital Expenditures required as part of the ordinary course obligations of the Obligors as vendor subject to any portion of a Forward Starting Contract, the fees with respect to such portion of such Forward Starting Contract shall not be included in the calculation of Annualized Adjusted Net Operating Income to the extent that such Capital Expenditures for such portion of such Forward Starting Contract on such date exceeds the excess of (A) the Available Capital Expenditure Amount over (B) the amount of such Available Capital Expenditure Amount allocated to cover such Capital Expenditures or other expenses that are not for such portion of such Forward Starting Contract.
“Available Capital Expenditure Amount” “Available Capital Expenditure Amount” shall mean, as of any date of determination, an amount equal to the sum of (i) the funds available in the Capital Expenditures Reserve Sub-Account on such date and (ii) the undrawn Class A-1 Commitment Amount that would be permitted to be drawn on such date.
“Available Class A-1 Commitment Amount” “Available Class A-1 Commitment Amount” shall mean, with respect to any Series of Class A-1 Notes, an amount equal to the excess, if any, of (x) the Class A-1 Commitment Amount with respect to such Series of Class A-1 Notes and (y) to the extent (A) the fees with respect to any portion of a Forward Starting Contract require material Capital Expenditures as part of the ordinary course obligations of the Obligors as vendor and (B) such fees are included in the calculation of Annualized Adjusted Net Operating Income, the portion, if any, of the Class A-1 Commitment Amount with respect to such Series of Class A-1 Notes that is allocated to cover such material Capital Expenditures.
“DSCR” “DSCR” shall mean, as of any date, the ratio of (i) the Annualized Adjusted Net Operating Income as of the last day of the immediately ~~succeeding~~preceding calendar month (or, if such date is the last day of a calendar month, as of such date) to (ii) the sum of (a) the amount of interest on the aggregate Note Principal Balance of the Class A Notes and the Class B Notes (other than any Post-ARD Additional Interest and Deferred Post-ARD Additional Interest) and, with respect to any Class A-1 Notes, any accrued and unpaid VFN Undrawn Commitment Fees, any Letter of Credit Fees and any other fees, expenses and other amounts due to the holders of the Class A-1 Notes under any Variable Funding Note Purchase Agreement in respect thereof, in each case that the Co-Issuers will be required to pay over the succeeding twelve Payment Dates and (b) the amount of the Indenture Trustee Fees and the Servicing Fees payable during such period. For the purposes of this calculation, it is assumed that (x) the base rate, benchmark rate or CP Rate for the related Interest Accrual Periods will be equal to the then-current base rate, benchmark rate or CP Rate, as applicable, and (y) the aggregate Note Principal Balance of the Class A Notes and the Class B Notes that will be Outstanding on the Payment Date following the date of determination will remain Outstanding during such period; provided that, if the DSCR is being calculated in connection with (A) the issuance of Additional Notes that are Class A Notes and/or Class B Notes, the assumed aggregate unpaid principal balance of the Class A Notes or Class B Notes that will be Outstanding during such period will be increased by the Initial Class Principal Balance of such Additional Notes that are Class A Notes and Class B Notes, (B) a draw under any Variable Funding Notes, the assumed aggregate Note Principal Balance of the Class A Notes that will be Outstanding during such period will be adjusted to reflect the increase in the Outstanding principal amount of the Class A-1 Notes after giving effect to such draw or (C) the disposition of a Data Center and any concurrent prepayment of any Class A Notes or Class B Notes, the assumed aggregate unpaid principal balance of the Class A Notes and the Class B Notes that will be decreased by such prepayment.
“Forward Starting Contract” “Forward Starting Contract” shall mean a Customer Contract for which the applicable Customer is not required to pay monthly fees or is required to pay monthly fees at a reduced rate (i.e., less than the fees based on the full electrical capacity, space and/or services), in either case, for a specified time, and the obligation of the Customer to commence paying fees is not subject to the fulfillment of any further obligations on the part of the Obligors other than ordinary course obligations of the Obligors as vendor under such contract; provided that, for the avoidance of doubt, such “ordinary course obligations of the Obligors” include fit-out and installation of equipment for each applicable Customer~~, but do not include material Capital Expenditures by the Obligors.~~
“Second Amendment Effective Date” “Second Amendment Effective Date” shall mean August 21, 2025.

Section 2.01 The Notes 1 change

(viii) Subject to satisfaction of the conditions precedent set forth in the applicable Variable Funding Note Purchase Agreement, the Co-Issuers may increase the Outstanding Note Principal Balance in the manner provided in the Variable Funding Note Purchase Agreement so long as the Outstanding Note Principal Balance with respect to the related Variable Funding Notes does not exceed the Available Class A-1 Commitment Amount with respect to such Series of Notes. Upon each such increase, the Indenture Trustee shall, or shall cause the Note Registrar to, indicate in the Note Register such increase.

Section 2.12 Additional Data Centers; Additional Notes 7 changes

(iii) ~~(i)~~ 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;
(iv) ~~(ii)~~ 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;
(v) ~~(iii)~~ 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;
(vi) ~~(iv)~~ 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;
(vii) ~~(v)~~ 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;
(viii) ~~(vi)~~ 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
(ix) ~~(vii)~~ 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 2.13 Cancellation 1 change

The Co-Issuers may at any time deliver to the Note Registrar for cancellation any Notes previously authenticated and delivered hereunder which such Issuers may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly canceled by the Note Registrar. All Notes delivered to the Indenture Trustee for payment shall be forwarded to the Note Registrar. All such Notes and all Notes surrendered for transfer and exchange in accordance with the terms hereof shall be canceled and disposed of by the Note Registrar in accordance with its customary procedures.

Section 3.01 Establishment of Collection Account and Sub-Accounts 1 change

Section 3.01 Establishment of Collection Account and Sub-Accounts. On or before the Initial Closing Date, the Co-Issuers, the Collection Account Bank and the Indenture Trustee shall have entered into the Collection Account Control Agreement pursuant to which an Eligible Account to serve as the collection account (such account, and any account replacing the same in accordance with this Indenture and the Cash Management Agreement, the “Collection Account”) and an Eligible Account for each Sub-Account ~~(other than the Capital Expenditures Reserve Sub-Account) (~~each of which may have its own distinct portfolio number) shall be established and maintained in the name of the Indenture Trustee for the benefit of the Noteholders. Each of the Collection Account and the Sub-Accounts ~~(other than the Capital Expenditures Reserve Sub-Account)~~ shall be a non-interest bearing trust account and treated as a “securities account” as such term is defined in Section 8-501(a) of the UCC. Except as expressly provided herein or in the Collection Account Control Agreement or the Cash Management Agreement, the Obligors shall not have the right to control or direct the investment or payment of funds in the Collection Account or the Sub-Accounts ~~(other than the Capital Expenditures Reserve Sub-Account)~~.

Section 3.05 Application of Funds after Event of Default 1 change

Section 3.05 Application of Funds after Event of Default. If an Event of Default shall occur and be continuing, then notwithstanding anything to the contrary in this Article III, the Servicer (acting on behalf of the Indenture Trustee for the benefit of the Noteholders) shall have all of the rights and remedies of the Indenture Trustee, for the benefit of the Noteholders, available under applicable law and under the Transaction Documents. Without limitation of the foregoing, for so long as an Event of Default is continuing, the Indenture Trustee (solely at the direction of the Servicer) shall apply any and all funds in the Collection Account, the Cash Trap Reserve Sub-Account, the Other Expense Reserve Sub-Account and any other Accounts ~~(other than the Capital Expenditures Reserve Sub-Account)~~, and all other cash reserves held by or on behalf of the Indenture Trustee against all or any portion of any of the Obligations; provided, however, that any such payments in respect of amounts due on the Notes will be made in accordance with the priorities set forth in Article V.

Section 4.06 Capital Expenditures Reserve Sub-Account 1 change

The Co-Issuers may establish a Capital Expenditures Reserve Sub-Account the purpose of which is to reserve, at the option of the Manager, funds necessary to fund expected Capital Expenditures (other than Maintenance Capital Expenditures) on the Data Centers. The Issuer may, at any time, deposit (i) any draws on any Variable Funding Notes (or the proceeds of the issuance of Additional Notes), (ii) any capital contribution received from the Parent for such purpose or (iii) any other amounts available to the Co-Issuers (including pursuant to clause Section 5.01(a)(xxxvi)) into the Capital Expenditures Reserve Sub-Account for use by the Asset Entities in connection with funding of expected Capital Expenditures (other than Maintenance Capital Expenditures) with respect to any Data Center. Upon the delivery of a disbursement request substantially in the form of Exhibit H two (2) Business Days prior, the Co-Issuers may, at any time, withdraw any funds on deposit in the Capital Expenditures Reserve Sub-Account for any purpose, including to distribute to the Parent~~. For the avoidance of doubt, the Capital Expenditures Reserve Sub-Account shall not be pledged in favor of the Indenture Trustee on behalf of the Noteholders.~~; provided, however, that on the Second Amendment Effective Date, the Co-Issuers shall deposit (or cause to be deposited) into the Capital Expenditures Reserve Sub-Account an amount equal to the amount of material Capital Expenditures expected to be incurred with respect to each Forward Starting Contract at the Data Centers owned or leased by the Asset Entities as of the Second Amendment Effective Date for which the related fees are included in the Annualized Adjusted Net Operating Income as of the Second Amendment Effective Date (or approximately $38,508,770), which amount shall remain on deposit in the Capital Expenditures Reserve Sub-Account until released to pay or reimburse for the related Capital Expenditures (or, to the extent that the amount deposited in the Capital Expenditures Reserve Sub-Account with respect to a Forward Starting Contract exceeds the actual Capital Expenditures with respect to such Forward Starting Contract, released to, or at the direction of, the Co-Issuers).

Section 14.01 Grant of Security Interest/UCC Collateral 1 change

Section 14.01 Grant of Security Interest/UCC Collateral. Each Obligor hereby grants to the Indenture Trustee, on behalf of the Noteholders and the other Secured Parties, a security interest in and to all of its fixtures (as defined in the UCC), personal property and other property whether now owned or hereafter acquired and wherever located, including, but not limited to the following: all (i) equipment (as defined in the UCC), all parts thereof and all accessions thereto, including but not limited to machinery, computer equipment, switches, furniture, motor vehicles, aircraft and rolling stock, (ii) fixtures, all substitutes and replacements therefor, all accessions and attachments thereto, and all tools, parts and equipment now or hereafter added to or used in connection with the fixtures (including, without limitation, proceeds which constitute property of the types described herein), (iii) accounts (as defined in the UCC), (iv) inventory (as defined in the UCC), (v) general intangibles (as defined in the UCC) (other than Site Leases), (vi) investment property (as defined in the UCC), (vii) deposit accounts (as defined in the UCC), (viii) instruments and chattel paper (each as defined in the UCC), (ix) 100% of the limited liability company or other ownership interests in each Asset Entity, (x) Material Agreements (including all rights and remedies thereunder, but excluding any other rights that cannot be assigned without third-party consent under such Material Agreements), (xi) Customer Contracts, with respect to Data Center Space located in the Data Centers, (xii) leases of personal property and (xiii) the proceeds of the foregoing (collectively, the “Other Company Collateral”), as security for payment and performance of all of the Obligations~~; provided that the Other Company Collateral shall not include the Capital Expenditures Reserve Sub-Account, or any funds on deposit therein~~. The Other Company Collateral shall not include any fixtures, equipment or other property owned by any Customer or any other third-party.

Section 15.14 Counterparts; Electronic Execution 1 change

Section 15.14 Counterparts; Electronic Execution. This Indenture and any Series Supplement, the Notes and any other Transaction Document may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such respective counterparts shall together constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of this Indenture, any Series Supplement, the Notes or any other Transaction Document by telecopy, e-mail, pdf or any other electronic means (e.g. “pdf”, Docusign or “tif”) shall be effective as delivery of a manually executed counterpart of this Indenture. The words “delivery”, “execution,” “execute”, “signed,” “signature,” and words of like import in or related to any document to be signed in connection with this Indenture, any Series Supplement, the Notes or any other Transaction Document and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching of assignment terms and contract formations on electronic platforms approved by the Indenture Trustee, or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.

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