Amendment No. 2, dated March 16, 2023, among Digital Realty Trust, L.P., its subsidiary Digital Japan LLC, as the initial borrower, and the additional borrowers named therein, as borrowers, Digital Realty Trust, Inc., and the other guarantors named therein, as guarantors, the banks, financial institutions and other lenders listed therein, as the initial lenders, each issuing bank, as listed therein Sumitomo Mitsui Banking Corporation ("SMBC"), as administrative agent, SMBC, as sustainability structuring agent, SMBC, MUFG Bank Ltd. and Mizuho Bank, Ltd., as joint lead arrangers and joint bookrunners, and the other agents and lenders named therein
Exhibit 10.3
Execution Version
AMENDMENT NO. 2 TO THE
AMENDED AND RESTATED CREDIT AGREEMENT
Dated as of March 16, 2023
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) among Digital Realty Trust, L.P., a Maryland limited partnership (the “Operating Partnership”), Digital Japan LLC, a Delaware limited liability company (the “Initial Borrower”; and collectively with any Additional Borrowers (as defined in the Existing Credit Agreement (defined herein)), the “Borrowers” and each individually a “Borrower”), Digital Euro Finco, LLC, a Delaware limited liability company (the “Euro Guarantor”), Digital Realty Trust, Inc., a Maryland corporation (the “Parent Guarantor”; and collectively with the Operating Partnership and the Euro Guarantor, the “Guarantors”), each Lender and Issuing Bank listed on the signature pages to the Existing Credit Agreement and Sumitomo Mitsui Banking Corporation, 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 an Amended and Restated Credit Agreement dated as of November 18, 2021 (as amended by that certain Amendment No. 1 to the Amended and Restated Credit Agreement dated as of March 24, 2022, as further supplemented by that certain Limited Waiver to the Amended and Restated Credit Agreement, dated as of March 24, 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 Credit Agreement”); capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Credit Agreement, as amended hereby; and
(2)The parties to the Existing Credit Agreement wish to amend the definition of “Certified Capacity” in Section 1.01 of the Existing Credit Agreement.
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 Credit Agreement on the terms and subject to the conditions hereinafter set forth.
definition of “Certified Capacity” in Section 1.01 of the Existing 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;
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and 9.14 (Jurisdiction, Etc.) of the Existing Credit Agreement are hereby incorporated herein by this reference as if fully set forth herein.
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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 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
[Signatures continue]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
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ADMINISTRATIVE AGENT:
SUMITOMO MITSUI BANKING CORPORATION, as Administrative Agent
By: /s/ Mary Harold__________________
Name:Mary Harold
Title: Executive Director
[Signatures continue]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
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SUMITOMO MITSUI BANKING CORPORATION, as a Lender
By: /s/ Mary Harold__________________
Name:Mary Harold
Title: Executive Director
[Signatures continue]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
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MUFG BANK, LTD., as a Lender
By: /s/ Lillian Kim___________________
Name:Lillian Kim
Title: Director
[Signatures continue]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
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MIZUHO BANK, LTD., as a Lender
By: /s/ Donna DeMagistris____________
Name:Donna DeMagistris
Title: Executive Director
[Signatures end.]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
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CONSENT
Dated as of March 16, 2023
Each of the undersigned, as a Guarantor under the Existing 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 Existing 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 Existing Credit Agreement, as amended and modified by such Amendment.
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[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
Exhibit 10.3
GUARANTORS:
DIGITAL REALTY TRUST, INC.,
a Maryland corporation
By: /s/ Matt Mercier
Name: Matt Mercier
Title: Chief Financial Officer
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 EURO FINCO, LLC,
a Delaware limited liability company
By: Digital Euro Finco, L.P.,
its member
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
[Signatures end.]
[Signature Page to Amendment No. 2 to Amended and Restated Credit Agreement]
