Amendment No. 3, dated March 16, 2023 to the Second Amended and Restated Global Credit Agreement, dated as of November 18, 2021, among Digital Realty Trust L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the additional guarantors party thereto, as additional guarantors, the banks, financial institutions and other institutional lenders listed therein, as the initial lenders, each issuing bank and swing line bank as listed therein, Citibank N.A., as administrative agent, BofA Securities, Inc. and Citibank, as co-sustainability structuring agents, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, and BofA Securities, Inc., Citibank N.A. and JPMorgan Chase Bank, N.A., as joint lead arrangers and joint bookrunners, and the other agents and lenders named therein

EX-10.2 2 dlr-20230331xex10d2.htm EX-10.2 _

Exhibit 10.2

Execution Version

AMENDMENT NO. 3 TO THE
SECOND AMENDED AND RESTATED GLOBAL SENIOR CREDIT AGREEMENT

Dated as of March 16, 2023

AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED GLOBAL SENIOR CREDIT AGREEMENT (this “Amendment”) among DIGITAL REALTY TRUST, L.P., a Maryland limited partnership (the “Operating Partnership”), DIGITAL SINGAPORE JURONG EAST PTE. LTD., a Singapore private limited company (the “Initial Singapore Borrower 1”), DIGITAL SINGAPORE 1 PTE. LTD., a Singapore private limited company (the “Initial Singapore Borrower 2”), DIGITAL HK JV HOLDING LIMITED, a British Virgin Islands business company (the “Initial Singapore Borrower 3”), DIGITAL SINGAPORE 2 PTE. LTD., a Singapore private limited company (the “Initial Singapore Borrower 4”), DIGITAL HK KIN CHUEN LIMITED, a Hong Kong limited company (the “Initial Singapore Borrower 5”), DIGITAL STOUT HOLDING, LLC, a Delaware limited liability company (the “Initial Multicurrency Borrower 1”), DIGITAL JAPAN, LLC, a Delaware limited liability company (the “Initial Multicurrency Borrower 2”), DIGITAL EURO FINCO, L.P., a Scottish limited partnership (the “Initial Multicurrency Borrower 3”), MOOSE VENTURES LP, a Delaware limited partnership (the “Initial Multicurrency Borrower 4”), DIGITAL DUTCH FINCO B.V., a Dutch private limited liability company (the “Initial Multicurrency Borrower 5”), DIGITAL AUSTRALIA FINCO PTY LTD, an Australian proprietary limited company (the “Initial Australia Borrower”), DIGITAL REALTY KOREA LTD., a Korean limited liability company (the “Initial Korea Borrower 1”), DIGITAL SEOUL 2 LTD., a Korean limited liability company (the “Initial Korea Borrower 2”) and PT DIGITAL JAKARTA ONE, an Indonesian limited liability company (the “Initial Indonesia Borrower”; and collectively with the Operating Partnership, the Initial Singapore Borrower 1, the Initial Singapore Borrower 2, the Initial Singapore Borrower 3, the Initial Singapore Borrower 4, the Singapore Borrower 5, the Multicurrency Borrower 1, the Multicurrency Borrower 2, the Multicurrency Borrower 3, the Multicurrency Borrower 4, the Multicurrency Borrower 5, the Initial Australia Borrower, the Initial Korea Borrower 1, the Initial Korea Borrower 2 and any Additional Borrowers, the “Borrowers” and each individually, a “Borrower”), DIGITAL REALTY TRUST, INC., a Maryland corporation (the “Parent Guarantor”), DIGITAL EURO FINCO, LLC, a Delaware limited liability company (“Digital Euro”; and collectively with the Operating Partnership, the Parent Guarantor and any Additional Guarantors, the “Guarantors” and each individually, a “Guarantor”), each Lender, Issuing Bank and Swing Line Bank listed on the signature pages thereto and CITIBANK, N.A. (“Citibank”), as administrative agent for the Lender Parties (the “Administrative Agent”).

PRELIMINARY STATEMENTS:

(1)The Borrowers, the Guarantors, the Lender Parties, the Administrative Agent and the other financial institutions party thereto entered into a Second Amended and Restated Global Senior Credit Agreement dated as of November 18, 2021 (as amended by that certain Amendment No. 1 to the Second Amended and Restated Global Senior Credit Agreement, dated as of March 24, 2022, as further supplemented by that certain Limited Waiver to the Second Amended and Restated Global Senior Credit Agreement, dated as of March 24, 2022, as further amended by that certain Amendment No. 2 to the Second Amended and Restated Global Senior Credit Agreement, dated as of April 5, 2022, and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the effectiveness of this Amendment, the “Existing Revolving Credit Agreement”); capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Revolving Credit Agreement, as amended hereby; and

(2)The parties to the Existing Revolving Credit Agreement wish to amend the definition of “Certified Capacity” in Section 1.01 of the Existing Revolving Credit Agreement.

Exhibit 10.2

Subject to the terms and conditions herein, the Borrowers, the Guarantors, the Administrative Agent and the Lender Parties party hereto (comprising 100% of the existing Lender Parties) have agreed to amend the Existing Revolving Credit Agreement on the terms and subject to the conditions hereinafter set forth.

SECTION 1.Amendment to Existing Revolving Credit Agreement

. Subsection (h) of the definition of “Certified Capacity” in Section 1.01 of the Existing Revolving Credit Agreement is, upon the occurrence of the Amendment Effective Date (as defined in Section 2 below), hereby replaced in its entirety with the following:

(h)

National Australian Built Environment Rating System: minimum 4 Star or above;

SECTION 2.Conditions of Effectiveness

. This Amendment shall become effective as of the first date (the “Amendment Effective Date”) on which, and only if the Administrative Agent shall have received on or before the date hereof, each dated such date, in form and substance satisfactory to the Administrative Agent:

(i)counterparts of this Amendment executed by the Borrowers and all of the existing Lenders, Issuing Banks and Swing Line Banks.

(ii)the consent attached hereto (the “Consent”) executed by each of the Guarantors.

SECTION 3.Reference to and Effect on the Existing Revolving Credit Agreement, the Notes and the Loan Documents

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

(b)The Existing Revolving Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.

(c)The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, 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.

(d)This Amendment shall not extinguish the obligations for the payment of money outstanding under the Existing Revolving Credit Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Revolving Credit Agreement, which shall remain in full force and effect, except to any extent modified hereby or as provided in the exhibits hereto. Nothing implied in this Amendment or in any other document contemplated hereby shall be construed as a release or other discharge of any of the Loan Parties from the Loan Documents.

SECTION 4.Costs and Expenses

. The Borrowers agree 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

Exhibit 10.2

for the Administrative Agent) in accordance with the terms of Section 9.04 of the Existing Revolving Credit Agreement.

SECTION 5.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, telecopier or email shall be effective as delivery of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,” and words of like import shall be deemed to include electronic signatures 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.

SECTION 6.Governing Law

. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. The provisions of Sections 9.11 (Waiver of Jury Trial) and 9.14 (Jurisdiction, Etc.) of the Existing Revolving Credit Agreement are hereby incorporated herein by this reference as if fully set forth herein.

[Balance of page intentionally left blank.]

Exhibit 10.2

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.

BORROWERS:

DIGITAL REALTY TRUST, L.P.,

a Maryland limited partnership

By: DIGITAL REALTY TRUST, INC.,

its sole general partner

By: /s/ Matt Mercier 

Name: Matt Mercier

Title: Chief Financial Officer

DIGITAL SINGAPORE JURONG EAST PTE. LTD.,

a Singapore private limited company

By: /s/ Matt Mercier 

Name: Matt Mercier

Title: Authorized Person

DIGITAL SINGAPORE 1 PTE. LTD.,

a Singapore private limited company

By: /s/ Matt Mercier 

Name: Matt Mercier

Title: Authorized Person

DIGITAL HK JV HOLDING LIMITED,

a British Virgin Islands business company

By: /s/ Jeannie Lee 

Name: Jeannie Lee

Title: Director

[Signatures continue]

Exhibit 10.2

DIGITAL SINGAPORE 2 PTE. LTD.,
a Singapore private limited company

By: /s/ Matt Mercier
Name: Matt Mercier
Title: Authorized Person

DIGITAL HK KIN CHUEN LIMITED,

a Hong Kong limited company

By:/s/ Jeannie Lee______________________
Name: Jeannie Lee
Title: Director

DIGITAL STOUT HOLDING, LLC,

a Delaware limited liability company

By: DIGITAL REALTY TRUST, L.P.,

its manager

By: DIGITAL REALTY TRUST, INC.,

its member

By: /s/ Matt Mercier 

Name: Matt Mercier

Title: Chief Financial Officer

DIGITAL JAPAN, LLC,

a Delaware limited liability company

By: DIGITAL ASIA, LLC,

its member

By: DIGITAL REALTY TRUST, L.P.,

its manager

By: DIGITAL REALTY TRUST, INC.,

its general partner

By: /s/ Matt Mercier 

Name: Matt Mercier

Title: Chief Financial Officer

Exhibit 10.2

DIGITAL EURO FINCO, L.P.,

a Scotland limited partnership

By: DIGITAL EURO FINCO GP, LLC,

its general partner

By: DIGITAL REALTY TRUST, L.P.,

its member

By: DIGITAL REALTY TRUST, INC.,

its general partner

By: /s/ Matt Mercier 

Name: Matt Mercier

Title: Chief Financial Officer

MOOSE VENTURES LP,

a Delaware limited partnership

By: DIGITAL REALTY TRUST, L.P.,

its manager

By: DIGITAL REALTY TRUST, INC.,

its general partner

By: /s/ Matt Mercier 

Name: Matt Mercier

Title: Chief Financial Officer

DIGITAL DUTCH FINCO B.V.,

a Dutch private limited liability company

By:/s/ Jeannie Lee__________________
Name: Jeannie Lee
Title: Managing Director

[Signatures continue]

Exhibit 10.2


Signed by DIGITAL AUSTRALIA FINCO PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cth) by: /s/ Jeannie Lee /s/ David Lucey

Signature of director Jeannie Lee		Signature of director David Lucey
Name of director (print) Authorized Person		Name of director (print) Authorized Person
Title		Title

[Signatures continue]

Exhibit 10.2

DIGITAL REALTY KOREA LTD., a Korean limited liability company

By:/s/ David Lucey________________
Name: David Lucey
Title: Director

DIGITAL SEOUL 2 LTD., a Korean limited liability company

By:/s/ David Lucey__________________
Name: David Lucey
Title: Director

PT DIGITAL JAKARTA ONE,

an Indonesian limited liability company

By:/s/ David Lucey__________________
Name: David Lucey
Title: Director

[Signatures continue]

Exhibit 10.2

ADMINISTRATIVE AGENT:

CITIBANK, N.A.,
as Administrative Agent

By: /s/ Christopher J. Albano__________
Name:Christopher J. Albano
Title: Authorized Signatory

Exhibit 10.2

CO-SUSTAINABILITY STRUCTURING AGENT:

CITIBANK, N.A., as Co-Sustainability Structuring Agent

By: /s/ Christopher J. Albano__________
Name:Christopher J. Albano
Title: Authorized Signatory

Exhibit 10.2

MULTICURRENCY ISSUING BANK AND SWING LINE BANK:

CITIBANK, N.A., LONDON BRANCH

By: /s/ Omar el Glaoui
Name:Omar el Glaoui
Title: Managing Director

Exhibit 10.2

KRW-A ISSUING BANK:

CITIBANK KOREA INC.

By: /s/ Myung-Soon Yoo__________
Name:Myung-Soon Yoo
Title: CEO

Exhibit 10.2

KRW-B ISSUING BANK:

CITIBANK KOREA INC.

By: /s/ Myung-Soon Yoo__________
Name:Myung-Soon Yoo
Title: CEO

Exhibit 10.2

CITIBANK, N.A., as a Lender

By: /s/ Christopher J. Albano
Name:Christopher J. Albano
Title: Authorized Signatory

Exhibit 10.2

CITIBANK, N.A., LONDON BRANCH,
as a Lender

By: /s/ Omar el Glaoui
Name:Omar el Glaoui
Title: Managing Director

Exhibit 10.2

CITIBANK, N.A., INDONESIA BRANCH,
as a Lender

By: /s/ Teddy Indratno
Name:Teddy Indratno
Title: Vice President

By: /s/ Ng Cen Min
Name:Ng Cen Min
Title: Vice President

Exhibit 10.2

CITIBANK KOREA INC.,
as a Lender

By: /s/ Myung-Soon Yoo__________
Name:Myung-Soon Yoo
Title: CEO

Exhibit 10.2

SWING LINE BANK:

BANK OF AMERICA, N.A.

By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President

Exhibit 10.2

U.S. DOLLAR ISSUING BANK:

BANK OF AMERICA, N.A.

By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President

Exhibit 10.2

BANK OF AMERICA, N.A.,
as a Lender

By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President

Exhibit 10.2

BANK OF AMERICA, N.A., AUSTRALIAN BRANCH, as a Lender

By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President

Exhibit 10.2

BANK OF AMERICA, N.A., SINGAPORE BRANCH , as a Lender

By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President

Exhibit 10.2

BANK OF AMERICA, N.A., SEOUL BRANCH, as a Lender

By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President

Exhibit 10.2

BANK OF AMERICA, N.A., JAKARTA BRANCH, as a Lender

By: /s/ Dennis Kwan__________
Name:Dennis Kwan
Title: Senior Vice President

Exhibit 10.2

CO-SUSTAINABILITY STRUCTURING AGENT:

BOFA SECURITIES, INC., as Co-Sustainability Structuring Agent

By: /s/ Justin Hicks
Name:Justin Hicks
Title: Managing Director

Exhibit 10.2

AUSTRALIAN ISSUING BANK:

JPMORGAN CHASE BANK, N.A.