AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT

EX-10.1 2 dex101.htm AMD. NO. 2 TO THE REVOLVING CREDIT AGREEMENT, DATED AS OF JUNE 13, 2008. Amd. No. 2 to the Revolving Credit Agreement, dated as of June 13, 2008.

Exhibit 10.1

AMENDMENT NO. 2 TO THE

REVOLVING CREDIT AGREEMENT

Dated as of June 13, 2008

AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT (this “Amendment”) among Digital Realty Trust, L.P. (the “Borrower”); Citicorp North America, Inc. (“CNAI”), as administrative agent (the “Administrative Agent”), and the financial institutions party to the Credit Agreement referred to below (collectively, the “Lender Parties”).

PRELIMINARY STATEMENTS:

(1) The Borrower, Digital Realty Trust, Inc. (the “Parent Guarantor”), the subsidiaries of the Borrower party thereto, the Lenders from time to time party thereto, the other Lender Parties, the Administrative Agent and the Syndication Agent have entered into a Revolving Credit Agreement dated as of August 31, 2007 (as amended prior to the date hereof, the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.

(2) The Borrower, the Administrative Agent and the Required Lenders have agreed to amend the Credit Agreement on the terms and subject to the conditions hereinafter set forth.

SECTION 1. Amendments to Credit Agreement. The Credit Agreement is, upon the occurrence of the Amendment Effective Date (as defined in Section 3 below), hereby amended as follows:

(a) Section 1.01 of the Credit Agreement is hereby amended by adding thereto the following new definitions in their appropriate alphabetical order:

Note Agreement” means that certain Note Purchase and Private Shelf Agreement dated as of July 24, 2008, by and among Borrower, Parent Guarantor, each of the entities party thereto from time to time as Subsidiary Guarantors (as defined therein), PIM, and the note purchasers party thereto or bound thereby from time to time.

Note Documents” means the Note Agreement, together with all notes, instruments and other agreements entered into and delivered in connection therewith from time to time.

PIM” means Prudential Investment Management, Inc., and its successors and assigns under the Note Documents.

(b) The definition of “Negative Pledge” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding at the end thereof immediately before the period the following: “; provided, however, that (a) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge, and (b) any provision of the Note Documents restricting the ability of any Loan Party to encumber its assets shall be deemed to not constitute a Negative Pledge so long as such provision is generally consistent with a comparable provision of the Loan Documents.”

 

Digital Realty – Amend No. 2

     


(c) The definition of “Unencumbered Asset Conditions” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the first clause (i) and clause (j) in their entirety and substituting the following therefor: “(i) is an Asset with respect to which the Borrower directly, or indirectly through such Subsidiary owner, has the right to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Asset as security for the Obligations of the Loan Parties under or in respect of the Loan Documents, and (ii) to sell, transfer or otherwise dispose of such Asset (provided, however, that in the case of the foregoing clauses (i)(i) and (i)(ii), (x) an agreement that conditions a Person’s ability to create Liens on its assets or to sell, transfer or otherwise dispose of its assets upon the maintenance of one or more specified ratios but that does not otherwise generally prohibit the creation of Liens on assets or the sale, transfer or disposition of assets, or the taking of such actions with respect to specific assets, shall not be deemed a violation of or prohibition under this clause (i), and (y) any restriction under the Note Documents on sales, transfers or other dispositions of assets during the existence of a default or event of default (or any such restriction under the Note Documents that would apply if a default or event of default would result from any such sales, transfers or other dispositions) shall not be deemed a violation of or prohibition under this clause (i) so long as such provision is generally consistent with a comparable provision of the Loan Documents), (j) is owned directly by the Borrower or a Guarantor, and (k) in the case of ownership by a Guarantor, one-hundred percent (100%) of all of the equity interests (other than directors’ qualifying shares) and voting interests (such ownership being defined as “Wholly-Owned”) of such Guarantor are owned by one or more of the Borrower and/or any other Wholly-Owned Subsidiary of the Borrower at such time.”

(d) The following new Section 5.01(s) is hereby added to the Credit Agreement immediately following Section 5.01(r) thereof:

“(s) Certain Amendments to Note Documents. If any of the Note Documents is modified (i) to add covenants or events of default that are not provided for in this Agreement, or (ii) to make covenants or events of default that are contained in the Note Documents immediately prior to such modification (and that are contained in this Agreement immediately prior to such modification) more restrictive than such covenants or events of default were immediately prior to such modification, then (x) such additional or more restrictive covenants or events of default shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, effective as of the time when such additional or more restrictive covenants or events of default become effective under the Note Documents, and no such provision may thereafter be waived, amended or modified under this Agreement except in accordance with the provisions of Section 9.01, and (y) the Borrower shall promptly, and in any event within five (5) Business Days of entering into any such modification, so advise the Administrative Agent thereof in writing. Thereafter, upon the request of the Administrative Agent or the Required Lenders, the Loan Parties shall enter into an amendment to this Agreement evidencing the incorporation of such incremental or more restrictive covenant or event of default.”

(e) Section 5.02(a)(viii) is hereby renumbered “(ix)”, and a new Section 5.02 (a)(viii) is hereby inserted in the Credit Agreement immediately following Section 5.02(a)(vii) but before “and”:

“(viii) Liens on property of the Borrower or its Subsidiaries (other than Unencumbered Assets) securing Debt under the Note Documents so long as no Default or Event of Default arises therefrom;”

 

Digital Realty – Amend No. 2

   2   


(f) Section 5.02(k) of the Credit Agreement is hereby amended (i) by renumbering clauses (v) and (vi) thereof to read “(viii)” and “(ix)”, and (ii) by adding thereto immediately after the words “Administrative Agent; (iv)” on lines 11 and 12 thereof the following:

“(iv) customary provisions under Debt permitted under Section 5.02(b) which, following a default or event of default in respect of such Debt, limit the ability of any Person to make payments on Debt described in Section 5.02(b)(i); (v) customary provisions under any secured Debt permitted under Section 5.02(b) which limit the ability of any Person to transfer the assets encumbered by Liens securing such Debt; (vi) provisions under the Note Documents (including affirmative and negative covenants) that are generally consistent with comparable provisions under the Loan Documents; (vii)”

(g) Section 5.02(m) of the Credit Agreement hereby amended by (i) inserting the words “or the Note Documents” into clause (i) thereof immediately following the words “the Loan Documents”, (ii) by changing subclause “(E)” in clause (iv) thereof to be read “(F)”, and (iii) by inserting the following new clause (E) into clause (iv) thereof immediately prior to “, or”: “(E) any Non-Recourse Debt permitted under Section 5.02(b)(ii)(G)”.

(h) Section 5.02(n) of the Credit Agreement is hereby amended by (i) deleting the word “not” in the first line thereof, (ii) renumbering clause (vii) thereof to read “(viii)”, and (iii) adding thereto immediately after the words “Loan Documents; (vi)” in line 13 thereof the following:

“activities permitted under the Loan Documents, including without limitation the incurrence of Debt (and guarantees thereof) permitted under Sections 5.02(b)(iii) and (iv); (vii)”

SECTION 2. Representations and Warranties. The Borrower hereby represents and warrants that the representations and warranties contained in each of the Loan Documents (as amended or supplemented to date, including pursuant to this Amendment) are true and correct on and as of the Amendment Effective Date (defined below), before and after giving effect to this Amendment (including, without limitation, the representation and warranty set forth in Section 4.01(g) of the Credit Agreement, as amended by this Amendment), as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to an earlier date, in which case as of such earlier date).

SECTION 3. Conditions of Effectiveness. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if, each of the following conditions precedent shall have been satisfied:

(a) The Administrative Agent shall have received (i) counterparts of this Amendment executed by the Borrower, the Administrative Agent and all consenting Lenders (including, at a minimum, those Lenders comprising Required Lenders) or, as to any of such Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment, and (ii) the consent attached hereto (the “Consent”) executed by each of the Guarantors.

(b) The representations and warranties set forth in each of the Loan Documents shall be correct in all material respects on and as of the Amendment Effective Date, before and after giving effect to this Amendment, as though made on and as of such date (except for any such representation and warranty that, by its terms, refers to a specific date other than the Amendment Effective Date, in which case as of such specific date).

 

Digital Realty – Amend No. 2

   3   


(c) No event shall have occurred and be continuing, or shall result from the effectiveness of this Amendment, that constitutes a Default.

(d) All of the fees and expenses of the Administrative Agent (including the reasonable fees and expenses of counsel for the Administrative Agent) due and payable on the Amendment Effective Date shall have been paid in full.

(e) The Administrative Agent shall have received payment in full of an amendment fee equal to 0.10% of the sum of the Commitments of those Lenders that have executed and delivered to the Administrative Agent a signature page to this Amendment, which fee shall be for the ratable benefit of such Lenders.

(f) The Administrative Agent shall have received copies, certified by the Borrower as correct and complete, of the Note Agreement and the other Note Documents, which shall be in form and substance satisfactory to the Administrative Agent.

The effectiveness of this Amendment is conditioned upon the accuracy of the factual matters described herein. This Amendment is subject to the provisions of Section 9.01 of the Credit Agreement.

SECTION 4. Reference to and Effect on the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in each of the other Loan Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment.

(b) The Credit Agreement, as specifically amended by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.

(c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION 5. Costs and Expenses. The Borrower agrees to pay on demand all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery and administration, modification and amendment of this Amendment and the other instruments and documents to be delivered hereunder (including, without limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.

SECTION 6. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by facsimile shall be effective as delivery of a manually executed counterpart of this Amendment.

 

Digital Realty – Amend No. 2

   4   


SECTION 7. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

[Balance of page intentionally left blank.]

 

Digital Realty – Amend No. 2

   5   


IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

BORROWER:
DIGITAL REALTY TRUST, L.P.
By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

  By   /s/ Michael F. Foust
   

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Amend No. 2

   Signature Page   


ADMINISTRATIVE AGENT, SWING LINE BANK, ISSUING BANK AND INITIAL LENDER:
CITICORP NORTH AMERICA, INC.
By   /s/ Ricardo James
 

Name: Ricardo James

Title: Vice President

 

Digital Realty – Amend No. 2

   Signature Page   


INITIAL ISSUING BANK:
CITIBANK, N.A.
By   /s/ Ricardo James
 

Name: Ricardo James

Title: Vice President

 

Digital Realty – Amend No. 2

   Signature Page   


INITIAL LENDERS:
MERRILL LYNCH CAPITAL CORPORATION, as a Lender
By   /s/ John C. Rowland
 

Name: John C. Rowland

Title: Vice President

 

Digital Realty – Amend No. 2

   Signature Page   


BANK OF AMERICA, N.A.,

as a Lender

By   /s/ Allison M. Gauthier
 

Name: Allison M. Gauthier

Title: Senior Vice President

 

Digital Realty – Amend No. 2

   Signature Page   


KEYBANK NATIONAL ASSOCIATION,

as a Lender

By   /s/ Jane E. McGrath
 

Name: Jane E. McGrath

Title: Vice President

 

Digital Realty – Amend No. 2

   Signature Page   


ROYAL BANK OF CANADA, NEW YORK BRANCH, as a Lender
By   /s/ Jake Sigmund
 

Name: Jake Sigmund

Title: Authorized Signatory

 

Digital Realty – Amend No. 2

   Signature Page   


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender
By   /s/ Mikhail Faybusovich
 

Name: Mikhail Faybusovich

Title: Vice President

By   /s/ Christopher Reo Day
 

Name: Christopher Reo Day

Title: Associate

 

Digital Realty – Amend No. 2

   Signature Page   


UBS LOAN FINANCE LLC,

as a Lender

By   /s/ Richard L. Tavrow
 

Name: Richard L. Tavrow

Title: Director

By   /s/ Irja R. Otsa
 

Name: Irja R. Otsa

Title: Associate Director

 

Digital Realty – Amend No. 2

   Signature Page   


THE ROYAL BANK OF SCOTLAND PLC,

as a Lender

By   /s/ Brett E. Thompson
 

Name: Brett E. Thompson

Title: Vice President

 

Digital Realty – Amend No. 2

   Signature Page   


SOVEREIGN BANK,

as a Lender

By   /s/ T. Gregory Donohue
 

Name: T. Gregory Donohue

Title: Sovereign Bank

 

Digital Realty – Amend No. 2

   Signature Page   


ALLIED IRISH BANKS, plc,

as a Lender

By    
 

Name:

Title:

By    
 

Name:

Title:

 

Digital Realty – Amend No. 2

   Signature Page   


RAYMOND JAMES BANK, FSB,

as a Lender

By    
 

Name:

Title:

 

Digital Realty – Amend No. 2

   Signature Page   


SOCIÉTÉ GÉNÉRALE,

as a Lender

By    
 

Name:

Title:

 

Digital Realty – Amend No. 2

   Signature Page   


CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH,

as a Lender

By    
 

Name:

Title:

 

Digital Realty – Amend No. 2

   Signature Page   


 

COMERICA BANK,

as a Lender

By   /s/ James Graycheck
 

Name: James Graycheck

Title: Vice President

 

Digital Realty – Amend No. 2

   Signature Page   


CONSENT

Dated as of June 13, 2008

Each of the undersigned, as a Guarantor under the Credit Agreement referred to in the foregoing Amendment, hereby consents to such Amendment and hereby confirms and agrees that notwithstanding the effectiveness of such Amendment, the Guaranty contained in the Credit Agreement is and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that, on and after the effectiveness of such Amendment, each reference in the Loan Documents to “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Credit Agreement, as amended or otherwise affected by such Amendment.

 

GUARANTORS:
DIGITAL REALTY TRUST, INC.
By   /s/ Michael F. Foust
 

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL SERVICES, INC.
By   /s/ Michael F. Foust
 

Name: Michael F. Foust

Title: Chief Executive Officer

 

GLOBAL ASML, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Consent to Amend No. 2    Signature Page   


GLOBAL INNOVATION SUNSHINE HOLDINGS LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

GLOBAL GOLD CAMP, LLC
By:   GLOBAL GOLD CAMP HOLDING COMPANY, LLC, its member and manager
  By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

    By:  

DIGITAL REALTY TRUST,

INC., its sole general partner

      By   /s/ Michael F. Foust
       

Name: Michael F. Foust

Title: Chief Executive Officer

 

GLOBAL GOLD CAMP HOLDING COMPANY, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Consent to Amend No. 2

   Signature Page   


DIGITAL 833 CHESTNUT, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL CONCORD CENTER, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL PRINTER SQUARE, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Consent to Amend No. 2

   Signature Page   


GLOBAL KATO HG, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL GREENSPOINT, L.P.
By:  

DRT GREENSPOINT, LLC,

its general partner and manager

  By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

    By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

      By   /s/ Michael F. Foust
       

Name: Michael F. Foust

Title: Chief Executive Officer

 

DRT GREENSPOINT, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Consent to Amend No. 2

   Signature Page   


DIGITAL GREENSPOINT, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL 113 N. MYERS, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL 125 N. MYERS, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL TORONTO BUSINESS TRUST
By   /s/ Michael F. Foust
 

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Consent to Amend No. 2

   Signature Page   


DIGITAL AQUILA, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL CENTREPORT, L.P.
By:  

DRT CENTREPORT, LLC,

its general partner and manager

  By:  

GLOBAL STANFORD PLACE II, LLC,

its member and manager

    By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

      By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

        By   /s/ Michael F. Foust
         

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL PHOENIX VAN BUREN, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Consent to Amend No. 2

   Signature Page   


DIGITAL WINTER, LLC
By:  

GLOBAL STANFORD PLACE II, LLC,

its member and manager

  By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

    By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

      By   /s/ Michael F. Foust
       

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL 89TH PLACE, LLC
By:  

GLOBAL STANFORD PLACE II, LLC,

its member and manager

  By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

    By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

      By   /s/ Michael F. Foust
       

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL RESTON, LLC
By:  

DIGITAL ABOVE, LLC,

its sole member and manager

  By:  

DIGITAL SERVICES, INC.,

its sole member and manager

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Consent to Amend No. 2

   Signature Page   


DIGITAL ABOVE, LLC
By:  

DIGITAL SERVICES, INC.,

its sole member and manager

  By   /s/ Michael F. Foust
   

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL CHELSEA, LLC
By:  

DIGITAL ABOVE, LLC,

its sole member and manager

  By:  

DIGITAL SERVICES, INC.,

its sole member and manager

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL VIENNA, LLC
By:  

DIGITAL ABOVE, LLC,

its sole member and manager

  By:  

DIGITAL SERVICES, INC.,

its sole member and manager

    By   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL WALTHAM, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Consent to Amend No. 2

   Signature Page   


DIGITAL MIDWAY, L.P.
By:  

DIGITAL MIDWAY GP, LLC,

its general partner and manager

  By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

    By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

      By:   /s/ Michael F. Foust
       

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL 21110 RIDGETOP, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL 3011 LAFAYETTE, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Annex A to Amend No. 2

   Signature Page   


DIGITAL ASHBURN CS, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

GIP STOUGHTON, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL ARIZONA RESEARCH PARK II, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Annex A to Amend No. 2

   Signature Page   


DIGITAL 1 SAVVIS PARKWAY, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL 900 WALNUT, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL 210 TUCKER, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Annex A to Amend No. 2

   Signature Page   


GLOBAL MARSH MEMBER, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

GLOBAL MARSH LIMITED PARTNER, LLC
By:  

GLOBAL MARSH MEMBER, LLC,

its member and manager

  By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

    By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

      By:   /s/ Michael F. Foust
       

Name: Michael F. Foust

Title: Chief Executive Officer

 

GLOBAL MARSH GENERAL PARTNER, LLC
By:  

GLOBAL MARSH MEMBER, LLC,

its member and manager

  By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

    By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

      By:   /s/ Michael F. Foust
       

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Annex A to Amend No. 2

   Signature Page   


DIGITAL NETWORK SERVICES, LLC
By:  

DIGITAL PHOENIX VAN BUREN, LLC,

its member and manager

  By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

    By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

      By:   /s/ Michael F. Foust
       

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL SERVICES PHOENIX, LLC
By:  

DIGITAL SERVICES, INC.,

its sole member and manager

  By:   /s/ Michael F. Foust
   

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL CONNECT, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Annex A to Amend No. 2

   Signature Page   


DIGITAL 650 RANDOLPH, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL BUSINESS TRUST
By:   /s/ Michael F. Foust
 

Name: Michael F. Foust

Title: Chief Executive Officer

 

DIGITAL 365 RANDOLPHVILLE, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ Michael F. Foust
     

Name: Michael F. Foust

Title: Chief Executive Officer

 

Digital Realty – Annex A to Amend No. 2

   Signature Page   


 

GLOBAL STANFORD PLACE II, LLC
By:  

DIGITAL REALTY TRUST, L.P.,

its member and manager

  By:  

DIGITAL REALTY TRUST, INC.,

its sole general partner

    By:   /s/ A. William Stein
     

Name: A. William Stein

Title:  Chief Financial Officer and Chief Investment Officer

 

Digital Realty – Annex A to Amend No. 2

   Signature Page