AMENDMENT NO. 1 TO THE GLOBAL SENIOR CREDIT AGREEMENT

EX-10.30 4 d681374dex1030.htm EX-10.30 Prepared by R.R. Donnelley Financial -- EX-10.30

Exhibit 10.30

AMENDMENT NO. 1 TO THE

GLOBAL SENIOR CREDIT AGREEMENT

Dated as of December 11, 2013

AMENDMENT NO. 1 TO GLOBAL SENIOR CREDIT AGREEMENT (this “Amendment”) among Digital Realty Trust, L.P., (the “Operating Partnership”), Digital Realty Datafirm, LLC, a Delaware limited liability company (the “Initial Australia Borrower 1”), Digital Realty Datafirm 2, LLC, a Delaware limited liability company (the “Initial Australia Borrower 2”), Digital Luxembourg II S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) (the “Initial Luxembourg Borrower 1”), Digital Luxembourg III S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) (the “Initial Luxembourg Borrower 2”), Digital Realty (Blanchardstown) Limited, an Irish private company limited by shares (the “Initial Irish Borrower 1”), Digital Singapore Jurong East Pte. Ltd., a Singapore private limited company (the “Initial Singapore Borrower 1”), Digital HK JV Holding Limited, a British Virgin Islands limited company (the “Initial Singapore Borrower 2”), Digital Netherlands VIII B.V., a private company with limited liability (besloten vennootschap met beperkete aansprakelijkheid) (the “Initial Dutch Borrower 1”), Digital Deer Park 2, LLC, a Delaware limited liability company (the “Initial Australia Borrower 3”), Digital Stout Holding, LLC, a Delaware limited liability company (the “Initial Multicurrency Borrower 1”), Digital Macquarie Park, LLC, a Delaware limited liability company (the “Initial Australia Borrower 4”), Digital Gough, LLC, a Delaware limited liability company (the “Initial Multicurrency Borrower 2”), Digital Netherlands IV B.V., a private company with limited liability (besloten vennootschap met beperkete aansprakelijkheid) (the “Initial Dutch Borrower 2”), Digital Netherlands I, B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) (the “Initial Dutch Borrower 3”), Digital Japan LLC, a Delaware limited liability company (the “Initial Multicurrency Borrower 3”), Digital Osaka 1 TMK, a Japanese tokutei mokuteki kaisha (the “Initial Yen Borrower 1”) and Digital Australia Finco Pty Ltd., an Australian proprietary limited company (the “Initial Australia Borrower 5”; and collectively with the Operating Partnership, the Initial Australia Borrower 1, the Initial Australia Borrower 2, the Initial Luxembourg Borrower 1, the Initial Luxembourg Borrower 2, the Initial Irish Borrower 1, the Initial Singapore Borrower 1, the Initial Singapore Borrower 2, the Initial Dutch Borrower 1, the Initial Australia Borrower 3, the Initial Multicurrency Borrower 1, the Initial Australia Borrower 4, the Initial Multicurrency Borrower 2, the Initial Dutch Borrower 2, the Initial Dutch Borrower 3, the Initial Multicurrency Borrower 3 and the Initial Yen Borrower 1 and any Additional Borrowers (as defined below), the “Borrowers” and each individually a “Borrower”), Digital Realty Trust, Inc., (the “Parent Guarantor”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the lenders (the “Required Lenders”) and Citibank, N.A. (“Citibank”), as administrative agent for the Lenders (the “Administrative Agent”).

PRELIMINARY STATEMENTS:

(1) The Borrowers, the Parent Guarantor, the subsidiaries of the Borrowers party thereto, the Lenders, the Administrative Agent and the other financial institutions party thereto entered into a Global Senior Credit Agreement dated as of August 15, 2013 (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;

(2) The Administrative Agent and the Borrowers wish to amend the Existing Revolving Credit Agreement to address recent changes made by the Association of Banks in Singapore and the Singapore Foreign Exchange Market Committee to the recommended process of determining LIBOR for borrowings in Singapore Dollars; and


(3) Subject to the terms and conditions herein, the Borrowers, the Administrative Agent and Required Lenders have agreed to amend the Existing Revolving Credit Agreement on the terms and subject to the conditions hereinafter set forth.

SECTION 1. Amendments to Existing Revolving Credit Agreement. The Existing Revolving Credit Agreement is, upon the occurrence of the Amendment Effective Date (as defined in Section 4 below), hereby amended as set forth below:

(a) The definition of “Interest Period” set forth in Section 1.01 of the Existing Revolving Credit Agreement is hereby amended by (i) deleting the word “and” at the end of clause (v) thereof and (ii) adding a new clause (vii) to read in full as follows:

“(vii) with respect to the Singapore Dollar Revolving Credit Facility, the available Interest Period durations shall be one, three and six months only; and”

(b) The definition of “Market Disruption Event” set forth in Section 1.01 of the Existing Revolving Credit Agreement is hereby amended by replacing the words “11:00 A.M. (Singapore time)” in the second line thereof with “12:00 P.M. (London time)”.

(c) The definition of “Singapore Business Day” set forth in Section 1.01 of the Existing Revolving Credit Agreement is hereby amended by inserting the words “and London, England” immediately before the period at the end thereof.

(d) The definition of “SOR” set forth in Section 1.01 of the Existing Revolving Credit Agreement is hereby deleted in its entirety and replaced with the following:

“SOR” means in relation to (a) any Singapore Dollar Revolving Credit Advance in Singapore Dollars, (i) the rate appearing under the caption “SGD SOR Rates” on the ABSFIX01 of the Reuters Monitor Money Rates Services at 12:00 P.M. (London time) on the applicable Quotation Day or (ii) if no such rate is available, the rate reasonably determined by the Administrative Agent as the rate quoted to leading banks in the Singapore interbank market as of 12:00 P.M. (London time) on the Quotation Day for the offering of deposits in Singapore Dollars for a period comparable to the applicable Interest Period, and (b) any Swing Line Advance in Singapore Dollars, (i) the rate quoted to the Administrative Agent by Citibank, N.A., Singapore Branch, as the rate in the Singapore interbank market as of 12:00 P.M. (Singapore time) on the day of such Swing Line Advance or (ii) if no such rate is available, the rate reasonably determined by the Administrative Agent as the rate quoted to leading banks in the Singapore interbank market as of 12:00 P.M. Singapore time on the day of such Swing Line Advance.”

SECTION 2. 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 on or before the date hereof, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified):

 

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(i) Counterparts of this Amendment executed by the Borrowers and each Required Lender or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment.

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

(b) All of the accrued fees of the Administrative Agent and the Lenders and all reasonable 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.

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 Loan 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 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 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 shall be effective as delivery of a manually executed counterpart of this Amendment.

 

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SECTION 6. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

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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.

 

BORROWERS:
DIGITAL REALTY TRUST, L.P.,
a Maryland limited partnership
    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 DATAFIRM, LLC,
a Delaware limited liability company
    By:   DIGITAL REALTY TRUST, L.P.,
          its sole 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 DATAFIRM 2, LLC,
a Delaware limited liability company
    By:   DIGITAL REALTY TRUST, L.P.,
  its sole 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

 

Signature Page


DIGITAL LUXEMBOURG II S.À R.L.,
a Luxembourg Société à responsabilité limitée

Registered office: 11, Boulevard du Prince Henri, L-1724,

Luxembourg

Share capital: EUR 1,600,500
R.C.S. Luxembourg: B110.214
By:  

  /s/ A. William Stein

  Name: A. William Stein, Authorized Signatory
DIGITAL LUXEMBOURG III S.À R.L.,
a Luxembourg Société à responsabilité limitée
Registered office: 11, Boulevard du Prince Henri
L-1724 Luxembourg
Share capital: £ 25,823
R.C.S. Luxembourg: B 141.552
By:  

  /s/ A. William Stein

  Name: A. William Stein, Authorized Signatory
DIGITAL SINGAPORE JURONG EAST PTE. LTD.,
a Singapore private company limited by shares
By:  

  /s/ A. William Stein

  Name: A. William Stein, Authorized Signatory
DIGITAL REALTY (BLANCHARDSTOWN) LIMITED,
an Ireland private company limited by shares
By:  

  /s/ Joshua A. Mills

  Name: Joshua A. Mills
  Title: Director

 

Signature Page


DIGITAL HK JV HOLDING LIMITED,
a British Virgin Islands limited company
By:  

  /s/ Joshua A. Mills

  Name:  Joshua A. Mills
  Title:  Director
DIGITAL NETHERLANDS VIII B.V.,
a Dutch private company with limited liability
By:  

  /s/ Joshua A. Mills

  Name:  Joshua A. Mills
  Title:  Director
DIGITAL DEER PARK 2, LLC,
a Delaware limited liability company
    By: Digital Realty Trust, L.P.,
    its manager

    By: Digital Realty Trust, Inc.,

    its general partner
    By:  

  /s/ A. William Stein

  Name:  A. William Stein
  Title:  Chief Financial Officer and
              Chief Investment Officer
DIGITAL NETHERLANDS IV, B.V.,
a Dutch private company with limited liability
By:  

  /s/ A. William Stein

  Name: A. William Stein, Authorized Person

 

Signature Page


DIGITAL STOUT HOLDING, LLC,
a Delaware limited liability company
    By: Digital Realty Trust, L.P.,
    its manager
    By: Digital Realty Trust, Inc.,
    its general partner
              By:  

  /s/ A. William Stein

    Name:  A. William Stein
    Title:  Chief Financial Officer and
              Chief Investment Officer
DIGITAL MACQUARIE PARK, LLC,
a Delaware limited liability company
    By: Digital Realty Trust, L.P.,
    its manager
    By: Digital Realty Trust, Inc.,
    its general partner
              By:  

  /s/ A. William Stein

    Name:  A. William Stein
    Title:  Chief Financial Officer and
              Chief Investment Officer
DIGITAL GOUGH, LLC,
a Delaware limited liability company
    By: Digital Realty Trust, L.P.,
    its manager
    By: Digital Realty Trust, Inc.,
    its general partner
              By  

  /s/ A. William Stein

    Name:  A. William Stein
    Title:  Chief Financial Officer and
              Chief Investment Officer

 

Signature Page


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/ A. William Stein

  Name:  A. William Stein
  Title:  Chief Financial Officer and
            Chief Investment Officer
DIGITAL NETHERLANDS I B.V.,
a Dutch private company with limited liability
By:  

  /s/ A. William Stein

  Name:  A. William Stein, Authorized Person
DIGITAL AUSTRALIA FINCO PTY LTD.
By:  

  /s/ Joshua A. Mills

  Name:  Joshua A. Mills
  Title:  Director

 

Signature Page


DIGITAL OSAKA 1 TMK

  /s/ Joshua A. Mills

    Name:  Joshua A. Mills
    Title:  Director

 

Signature Page


PARENT GUARANTOR:
DIGITAL REALTY TRUST, INC.,
a Maryland corporation
            By:  

  /s/ A. William Stein

  Name:  A. William Stein
  Title:  Chief Financial Officer and
            Chief Investment Officer

 

Signature Page


ADMINISTRATIVE AGENT:
        CITIBANK, N.A.
        By:  

  /s/ John C. Rowland

  Name: John C. Rowland
  Title: Vice President

 

Signature Page


CITIBANK, N.A.,
as a Lender
By:  

/s/ John C. Rowland

  Name: John C. Rowland
  Title: Vice President

 

Signature Page


CITIBANK N.A., SYDNEY BRANCH,
as a Lender
By:  

/s/ Stephen Daly

  Name: Stephen Daly
  Title: Director
By:  

/s/ Martin Fox

  Name: Martin Fox
  Title: Vice President

 

Signature Page


CITIBANK, N.A., SINGAPORE BRANCH,
as a Lender
By:  

/s/ Ajay Sharma

  Name: Ajay Sharma
  Title: Managing Director

 

Signature Page


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

/s/ Mark Lightbown

 

Name: Mark Lightbown

Title: Vice President

 

Signature Page


CITIBANK JAPAN LTD.,
as a Lender
By:  

/s/ Aziz Dean

 

Name: Aziz Dean

Title: Vice President, Head of Corporate Finance

 

Signature Page


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

/s/ William P. Foley

  Name: William P. Foley
  Title: Vice President

 

Signature Page


JPMORGAN CHASE BANK, N.A.
as a Lender
By:  

/s/ Kimberly Turner

  Name: Kimberly Turner
  Title: Executive Director

 

Signature Page


BARCLAYS BANK PLC,
as a Lender
By:  

/s/ Noam Azachi

  Name: Noam Azachi
  Title: Vice President

 

Signature Page


CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
as a Lender
By:  

/s/ Mikhail Faybusovich

  Name: Mikhail Faybusovich
  Title: Authorized Signatory
By:  

/s/ Jean-Marc Vauclair

  Name: Jean-Marc Vauclair
  Title: Authorized Signatory

 

Signature Page


DEUTSCHE BANK AG NEW YORK BRANCH,
as a Lender
By:  

/s/ James Rolison

  Name: James Rolison
  Title: Managing Director
By:  

/s/ Joanna Soliman

  Name: Joanna Soliman
  Title: Vice President

 

Signature Page


DEUTSCHE BANK AG SINGAPORE BRANCH,
as a Lender
By:  

/s/ David Cheng Chi-Jian

  Name: Cheng Chi-Jian, David
  Title: Director
By:  

/s/ Steffen Alexander Johann Friedrich Limbach

  Name: Limbach, Steffen Alexander Johann             Friedrich
  Title: Director

 

Signature Page


Goldman Sachs Bank USA,
as a Lender
By:  

/s/ Michelle Latzoni

  Name: Michelle Latzoni
  Title: Authorized Signatory

 

Signature Page


Goldman Sachs Lending Partners LLC,
as a Lender
By:  

/s/ Michelle Latzoni

  Name: Michelle Latzoni
  Title: Authorized Signatory

 

Signature Page


ROYAL BANK OF CANADA,
as a Lender
By:  

/s/ Brian Gross

  Name: Brian Gross
  Title: Authorized Signatory

 

Signature Page


WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender
By:  

/s/ Kevin A. Stacker

  Name: Kevin A. Stacker
  Title: Vice President

 

Signature Page


COMPASS BANK,
as a Lender
By:  

/s/ Brian Tuerff

  Name: Brian Tuerff
  Title: Senior Vice President

 

Signature Page


HSBC BANK USA, N.A.
as a Lender
By:  

/s/ Adriana Collins

  Name: Adrianna Collins
  Title: Vice President

 

Signature Page


LLOYDS BANK PLC, formerly known as Lloyds
TSB Bank plc
as a Lender
By:  

/s/ Stephen Giacolone

  Name: Stephen Giacolone
  Title: Assistant Vice President G011
By:  

/s/ Karen Weich

  Name: Karen Weich
  Title: Vice President W011

 

Signature Page


SUNTRUST BANK,
as a Lender
By:  

/s/ Nancy B. Richards

  Name: Nancy B. Richards
  Title: Senior Vice President

 

Signature Page


THE ROYAL BANK OF SCOTLAND PLC,
as a Lender
By:  

/s/ Jeannine Pascal

  Name: Jeannine Pascal
  Title: Vice President

 

Signature Page


THE BANK OF NOVA SCOTIA, SINGAPORE
BRANCH,
as a Lender
By:  

/s/ Gabriel Low Boon Tiong

  Name: Gabriel Low Boon Tiong
  Title: Director, Head of Operations

 

Signature Page


SCOTIABANK EUROPE PLC,
as a Lender
By:  

/s/ John O’Connor

  Name: John O’Connor
  Title: Head of Credit Risk Control
By:  

/s/ Steve Caller

  Name: Steve Caller
  Title: Manager, Credit Risk Control

 

Signature Page


TD Bank, N.A.,
as a Lender
By:  

/s/ Michael J. Pappas

  Name: Michael J. Pappas
  Title: Vice President

 

Signature Page


MORGAN STANLEY BANK, N.A.,
as a Lender
By:  

/s/ Nick Zangari

  Name: Nick Zangari
  Title: Authorized Signatory

 

Signature Page


SUMITOMO MISUI BANKING CORPORATION,
as a Lender
By:  

/s/ William G. Karl

  Name: William G. Karl
  Title: General Manager

 

Signature Page


US BANK NATIONAL ASSOCIATION, a
national banking association,
as a Lender
By:  

/s/ Michael Diemer

  Name: Michael Diemer
  Title: Vice President

 

Signature Page


AUSTRALIAN AND NEW ZEALAND
BANKING GROUP,
as a Lender
By:  

/s/ Grace Irvin

  Name: Grace Irvin
  Title: Director

 

Signature Page


BRANCH BANKING AND TRUST COMPANY,
as a Lender
By:  

/s/ Ahaz A. Armstrong

  Name: Ahaz A. Armstrong
  Title: Assistant Vice President

 

Signature Page


RAYMOND JAMES BANK, N.A.,
as a Lender
By:  

/s/ Thomas G. Scott

  Name: Thomas G. Scott
  Title: Senior Vice President

 

Signature Page


CITY NATIONAL BANK, a national banking
association
as a Lender
By:  

/s/ John Finnigan

  Name: John Finnigan
  Title: Senior Vice President

 

Signature Page


CONSENT

Dated as of December 11, 2013

Each of the undersigned, as a Guarantor under the Existing Revolving 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 Revolving 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 “Loan Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a reference to the Existing Revolving Credit Agreement, as amended and modified by such Amendment.

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GUARANTORS:

DIGITAL REALTY TRUST, L.P.,

a Maryland limited partnership

    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 TRUST, INC.,

a Maryland corporation

  By:  

/s/ A. William Stein

    Name: A. William Stein
   

Title: Chief Financial Officer and Chief

          Investment Officer

 

Signature Page to Consent