AMENDMENT NO. 3 TO THE REVOLVING CREDIT AGREEMENT
Exhibit 10.26
AMENDMENT NO. 3 TO THE
Dated as of June 28, 2010
AMENDMENT NO. 3 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 4 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:
“Amendment No. 3” shall mean that certain Amendment No. 3 to the Revolving Credit Agreement dated as of June 28, 2010.
“Excess France Value” has the meaning specified in the definition of “Total Unencumbered Asset Value”.
“Excess International Value” has the meaning specified in the definition of “Total Unencumbered Asset Value”.
“Excess Singapore/Spain Value” has the meaning specified in the definition of “Total Unencumbered Asset Value”.
“French Guarantor” has the meaning specified in Section 7.09(c)(i).
“International Jurisdiction” shall mean any of the jurisdictions of Australia, Canada, France, Ireland, the Netherlands, Spain, Singapore, England or Wales.
“Qualified French Intercompany Loan” has the meaning specified in Section 7.09(c)(ii).
“Withholding Tax Adjustment” means, with respect to any Unencumbered Asset located in a Withholding Tax Jurisdiction, a reduction of the Asset Value of the
Unencumbered Asset by a percentage equal to the withholding tax rate applicable in such jurisdiction to the making of interest payments on Debt to lenders domiciled in the United States of America as calculated by the Borrower, to the satisfaction of the Administrative Agent, and reported to the Administrative Agent on a quarterly basis pursuant to Section 5.03(c).
“Withholding Tax Jurisdiction” means any International Jurisdiction as to which local counsel retained by the Administrative Agent in such jurisdiction have been unable to confirm that the taxing authorities in such jurisdiction would not impose withholding taxes on payments made by the Guarantors domiciled in such International Jurisdiction in respect of Guaranteed Obligations to Lenders domiciled in the United States of America. As of the effective date of Amendment No. 3, of the identified International Jurisdictions, the jurisdictions of Singapore and Spain comprise Withholding Tax Jurisdictions.
(b) Section 1.01 of the Credit Agreement is hereby amended by deleting the following definition “Excess Canada Value”.
(c) The definition of “Applicable Margin” set forth in Section 1.01 of the Credit Agreement is hereby amended by replacing the “<” symbol appearing in the Leverage Ratio column of Pricing Level VII with the “£” symbol.
(d) The definition of “Excluded Subsidiary” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding “that is not a Guarantor” at the end of such definition immediately prior to the period.
(e) The definition of “Total Unencumbered Asset Value” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated as follows:
“Total Unencumbered Asset Value” means an amount equal to the sum of the Asset Values of all Unencumbered Assets; provided, however, that, if at any time (a) there shall be fewer than three Unencumbered Assets, (b) the sum of the Asset Values of all Unencumbered Assets shall not be equal to or greater than $115,000,000 or (c) the weighted average occupancy of all Unencumbered Assets (other than Development Assets and Redevelopment Assets) shall not be greater than or equal to 80%, the Total Unencumbered Asset Value shall be zero; provided further that (x) the portion of Total Unencumbered Asset Value attributable to Unencumbered Assets located in Singapore and Spain shall not exceed 10% of the Total Unencumbered Asset Value (the amount by which the sum of the Asset Values attributable to Unencumbered Assets located in Singapore and Spain exceeds such percentage being the “Excess Singapore/Spain Value”), (y) the portion of Total Unencumbered Asset Value attributable to Unencumbered Assets located in France shall not exceed the sum of all Qualified French Intercompany Loans (the amount by which the sum of the Asset Values attributable to Unencumbered Assets located in France exceeds such sum being the “Excess France Value”), and (z) the Unencumbered Asset Value of each Unencumbered Asset located in a Withholding Tax Jurisdiction shall be subject to the Withholding Tax Adjustment; provided still further that (1) the portion of Total Unencumbered Asset Value attributable to Unencumbered Assets located in International Jurisdictions (following the adjustments described in preceding provisos) shall not exceed 25% of the Total Unencumbered Asset Value (the amount by which the sum of the Asset Values attributable to Unencumbered Assets located in International Jurisdictions (following the adjustments described in the preceding provisos) exceeds such percentage being the “Excess International Value”);
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and (2) if the sum of the Asset Values of all Unencumbered Assets comprised of Redevelopment Assets and Development Assets (provided that the portion of such combined total sum arising from Unencumbered Assets comprised of Development Assets shall not exceed 10% of the Total Unencumbered Asset Value) shall exceed 33% of the Total Unencumbered Asset Value, then Total Unencumbered Asset Value shall be reduced by the amount of such excess (“Excess Redevelopment and Development Value”).
(f) The definition of “Unencumbered Asset Conditions” set forth in Section 1.01 of the Credit Agreement is hereby amended by (i) deleting clause (a) in its entirety and substituting the following therefor: “(a) an Office Asset, Redevelopment Asset or Development Asset located in the United States of America or an International Jurisdiction,”, (ii) deleting the word “and” at the end of subsection (j) thereof and (iii) adding thereto the following immediately after subsection (k) thereof:
“, (l) in the case of ownership by a Guarantor domiciled in an International Jurisdiction the applicable law of which prohibits financial assistance of subsidiaries to their parents, either (i) indirect ownership of such Asset was not acquired by the Borrower through the purchase of, or subscription to, Equity Interests in such Guarantor or through the purchase of, or subscription to, other instruments giving the right to purchase Equity Interests in such Guarantor, or (ii) any applicable white-wash procedures have been completed to the satisfaction of the Administrative Agent and its local counsel in such International Jurisdiction, and (m) in the case of ownership by a Guarantor domiciled in France, such Guarantor is the borrower under a Qualified French Intercompany Loan documented in form and substance reasonably satisfactory to the Administrative Agent.”
(g) Clause (A) of Section 5.01(j)(iii) of the Credit Agreement is hereby amended by (i) deleting the word “and” at the end of subparagraph (5) thereof, (ii) deleting the semi-colon at the end of subparagraph (6) thereof and substituting “, and” therefor, and (iii) adding thereto the following new subparagraph (7) immediately prior to the proviso following subparagraph (6) thereof:
“(7) in the case of any Proposed Unencumbered Asset described in clause (l) or (m) of the defined term “Unencumbered Asset Conditions”, documentation in reasonable detail of the satisfaction of the condition described in such subsection.”
(h) The following new Section 5.02(p) is hereby added to the Credit Agreement immediately following Section 5.02(o) thereof:
(p) Repayment of Qualified French Intercompany Loans. Pay, prepay, terminate or otherwise retire any Qualified French Intercompany Loan without the prior written approval of the Administrative Agent.
(i) Section 5.03(c) is hereby amended by (i) inserting “(x)” at the end of the phrase “a certificate of said officer stating that” appearing in clause (i) thereof and (ii) adding the following immediately after clause (i) thereof:
“(y) setting forth the withholding tax rate applicable in such jurisdiction to the making of interest payments on Debt to lenders domiciled in the United States of America in all Withholding Tax Jurisdictions, and”
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(j) The following new Section 7.09 is hereby added to the Credit Agreement immediately following Section 7.08 thereof:
SECTION 7.09. Guaranty Limitations. Any guaranty provided by a Foreign Subsidiary domiciled in an International Jurisdiction shall be subject to the following limitations:
(a) Australia: The liability of any Guarantor incorporated under the Corporations Xxx 0000 (Commonwealth of Australia) under this Article VII and under any indemnities contained elsewhere in this Agreement will not include any liability or obligation which would, if included, result in a contravention of s260A of the Corporations Xxx 0000 (Cth). Any such Guarantor shall promptly take, and procure that its relevant holding companies take, all steps necessary under s260B of the Corporations Xxx 0000 (Cth) so as to permit the inclusion of any liability or obligation excluded under the previous sentence.
(b) Canada: The liability of any Guarantor incorporated under the laws of Canada, other than Alberta or Ontario, thereof under this Article VII and under any indemnities contained elsewhere in this Agreement shall not include any liability of any Loan Party which is a shareholder of the Guarantor or of an affiliated corporation or an associate of any such Person where there are reasonable grounds for believing:
(i) that such Guarantor is or, after giving the financial assistance, would be unable to pay its liabilities as they become due; or
(ii) that the realizable value of such Guarantor’s assets, excluding the amount of any financial assistance in the form of a loan or in the form of assets pledged or encumbered to secure the Guaranty, after giving the financial assistance, would be less than the aggregate of such Guarantor’s liabilities and stated capital of all classes.
(c) France: (i) The liability of any Guarantor incorporated under the laws of France (a “French Guarantor”) under this Article VII and under any indemnities contained elsewhere in this Agreement shall not include any obligation or liability which, if incurred, would constitute the provision of financial assistance within the meaning of Article L.255 216 of the French Code de Commerce or/and would constitute a misuse of corporate assets within the meaning of Article L.241 3 or L.242 6 of the French Code de Commerce or any other law or regulation having the same effect, as interpreted by the French courts.
(ii) The Guaranteed Obligations of each French Guarantor under this Article VII shall be limited at any time to an amount equal to the aggregate of all Advances to the extent directly or indirectly on-lent to such French Guarantor under an intercompany loan agreement (each a “Qualified French Intercompany Loan”) and outstanding at the date a payment is made by such French Guarantor under this Article VII, it being specified that any payment made by such French Guarantor under this Article VII in respect of the Guaranteed Obligations shall reduce pro
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tanto the outstanding amount of the applicable Intercompany Loan due by such French Guarantor.
(iii) It is acknowledged that such French Guarantor is not acting jointly and severally with the other Guarantors and shall not be considered as co-débiteur solidaire as to its obligations pursuant to the guarantee given pursuant to this Article VIII .
(d) Ireland: The liability of each Guarantor incorporated under the laws of Ireland under this Article VII and under any indemnities contained elsewhere in this Agreement shall not include any liability or obligation which would, if incurred, constitute the provision of unlawful financial assistance within the meaning of section 60 of the Companies Xxx 0000 of Ireland (as amended).
(e) The Netherlands: No Guarantor incorporated under the laws of The Netherlands or any Guarantor which is a direct or indirect Subsidiary of a company incorporated under the laws of the Netherlands shall have any liability pursuant to this Article VII to the extent that the same would constitute unlawful financial assistance within the meaning of Section 2:207(c) or 2:98(c) of the Dutch Civil Code.
(f) Singapore: The liability of each Guarantor incorporated under the laws of Singapore under this Article VII and under any indemnities contained elsewhere in this Agreement shall not include any liability which would if incurred constitute unlawful financial assistance pursuant to Section 76 of the Singapore Companies Act (Cap. 50).
(g) Spain: The liability of each Guarantor incorporated under the laws of Spain under this Article VII and under any indemnities contained elsewhere in this Agreement shall not include any obligations which would give rise to breach of the provisions of Spanish law relating to restrictions on the provision of financial assistance in connection with the acquisition of shares in the relevant Spanish Loan Party and/or its controlling corporation (or, in the case of a Spanish Loan Party which is a Sociedad Limitada, of a group company in the same group as such Spanish obligor) as provided in Article 81 of the Spanish Stock Companies Act, (Ley de Sociedad Anonima) and Article 40.5 of the Spanish Limited Liability Partnerships Act, (Ley de Sociedad de Responsibilidad Limitada), as applicable. The obligations of each Guarantor incorporated under the laws of Spain under this Article VII shall be capable of enforcement in accordance with applicable law against all present and future assets of such Guarantor save to the extent that applicable Spanish law specifies otherwise.
(h) England and Wales: The liability of each Guarantor, which is a public limited company, (and each Guarantor that is a subsidiary of a public limited company) incorporated under the laws of England and Wales under this Article VII and under any indemnities contained elsewhere in this Agreement shall not include any liability or obligation which would, if incurred, constitute the provision of unlawful financial assistance within the meaning of sections 677 to 683 of the Companies Xxx 0000 of England and Wales; provided, however, that the foregoing limitation shall not be applicable to any Guarantor
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incorporated under the laws of England and Wales that is not a public limited company or the subsidiary of a company that is a public limited company.
(k) Exhibit E to the Credit Agreement is hereby amended and restated in its entirety with Exhibit E attached hereto.
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).
(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 0.05% of the sum of the Commitments of those Lenders that have executed and delivered to the Administrative Agent a signature page to this Amendment prior to 5:00 p.m. New York time on June 28, 2010, which fee shall be for the ratable benefit of such Lenders.
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
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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.
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.]
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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 REALTY TRUST, L.P. | ||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||
By | /s/ A. Xxxxxxx Xxxxx | |||||
Name: | A. Xxxxxxx Xxxxx | |||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
ADMINISTRATIVE AGENT, SWING LINE BANK, ISSUING BANK AND INITIAL LENDER: | ||||
CITICORP NORTH AMERICA, INC. | ||||
By | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Vice President |
Signature Page
INITIAL ISSUING BANK: | ||||
CITIBANK, N.A. | ||||
By | /s/ Xxxx Xxxxxxx | |||
Name: | Xxxx Xxxxxxx | |||
Title: | Vice President |
Signature Page
INITIAL LENDERS: | ||||
XXXXXXX XXXXX CAPITAL CORPORATION, as a Lender | ||||
By | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President |
Signature Page
BANK OF AMERICA, N.A., as a Lender | ||||
By | /s/ Xxxxxxx X. Xxxxxxxx | |||
Name: | Xxxxxxx X. Xxxxxxxx | |||
Title: | Senior Vice President |
Signature Page
ROYAL BANK OF CANADA, NEW YORK BRANCH, as a Lender | ||||
By | /s/ Xxx XxXxxx | |||
Name: | Xxx XxXxxx | |||
Title: | Authorized Signatory |
Signature Page
CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH (fka, Credit Suisse, Cayman Islands Branch), as a Lender | ||||
By | /s/ Xxxxxxx Xxxxxxxxxxx | |||
Name: | Xxxxxxx Xxxxxxxxxxx | |||
Title: | Vice President | |||
By | /s/ Xxxxx Xxxxxx | |||
Name: | Xxxxx Xxxxxx | |||
Title: | Associate |
Signature Page
UBS LOAN FINANCE LLC, as a Lender | ||||
By | /s/ Xxxx X. Xxxxx | |||
Name: | Xxxx X. Xxxxx | |||
Title: | Associate Director | |||
By | /s/ Xxxx X. Xxxx | |||
Name: | Xxxx X. Xxxx | |||
Title: | Associate Director |
Signature Page
THE ROYAL BANK OF SCOTLAND PLC, | ||||
By: RBS Securities Inc., its agent | ||||
By | /s/ Xxxxx Xxxxxxxx | |||
Name: | Xxxxx Xxxxxxxx | |||
Title: | Managing Director |
Signature Page
ALLIED IRISH BANKS, plc, as a Lender | ||||
By | /s/ Xxxx Xxxxxx | |||
Name: | Xxxx Xxxxxx | |||
Title: | Director | |||
By | /s/ Xxxxxx Xxxxxx | |||
Name: | Xxxxxx Xxxxxx | |||
Title: | Relationship Manager |
Signature Page
XXXXXXX XXXXX BANK, FSB, as a Lender | ||
By | /s/ Xxxxxx X Xxxxx | |
Name: Xxxxxx X Xxxxx Title: Senior Vice President |
Signature Page
XX XXXXXX CHASE BANK, N.A. as a Lender | ||
By | /s/ Xxxxxxxx Xxxxxx | |
Name: Xxxxxxxx Xxxxxx Title: Executive Director |
Signature Page
XXXXX XXX COMMERCIAL BANK, LTD., NEW YORK BRANCH, as a Lender | ||
By | /s/ Xxxx X.X Xxxx | |
Name: Xxxx X.X Xxxx Title: V.P. & General Manager |
Signature Page
FIRST COMMERCIAL BANK NEW YORK BRANCH, as a Lender | ||
By | /s/ Jenn-Xxx Xxxx | |
Name: Jenn-Xxx Xxxx Title: VP & General Manager |
Signature Page
DEUTSCHE BANK AG NEW YORK BRANCH, as a Lender | ||
By | /s/ X.X. Xxxxxxxx Xxx | |
Name: X.X. Xxxxxxxx Xxx Title: Managing Director | ||
By | /s/ Xxxxxx Xxxxxxx | |
Name: Xxxxxx Xxxxxxx Title: Vice President |
Signature Xxxx
XXXXXX XXXXXXX BANK, N.A., as a Lender | ||
By | /s/ Xxxxxxxx Xxxxxx | |
Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory |
Signature Page
CONSENT
Dated as of June 28, 2010
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/ A. Xxxxxxx Xxxxx | |||
Name: | A. Xxxxxxx Xxxxx | |||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL SERVICES, INC. | ||||
By | /s/ A. Xxxxxxx Xxxxx | |||
Name: | A. Xxxxxxx Xxxxx | |||
Title: | Chief Financial Officer & Chief Investment Officer |
GLOBAL ASML, LLC | ||||||||
By: |
its member | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
GLOBAL INNOVATION SUNSHINE HOLDINGS LLC | ||||||||
By: |
its member and manager | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
GLOBAL GOLD CAMP, LLC | ||||||||||
By: | GLOBAL GOLD CAMP HOLDING COMPANY, LLC, its member and manager | |||||||||
By: |
its member and manager | |||||||||
By: |
DIGITAL REALTY TRUST, INC., its sole general partner | |||||||||
By | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
GLOBAL GOLD CAMP HOLDING COMPANY, LLC | ||||||||
By: |
its member and manager | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 833 CHESTNUT, LLC | ||||||||
By: |
its member and manager | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL CONCORD CENTER, LLC | ||||||||
By: |
its member and manager | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL PRINTERS SQUARE, LLC | ||||||||
By: |
its member and manager | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
GLOBAL XXXX XX, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its member and manager |
By: | DIGITAL REALTY TRUST, INC., | |||
its sole general partner |
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
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/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 113 X. XXXXX, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its member and manager |
By: | DIGITAL REALTY TRUST, | |||
INC., its sole general partner |
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 125 X. XXXXX, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its member and manager |
By: | DIGITAL REALTY TRUST, | |||
INC., its sole general partner |
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL TORONTO BUSINESS TRUST |
By | /s/ A. Xxxxxxx Xxxxx | |||||
Name: | A. Xxxxxxx Xxxxx | |||||
Title: | Chief Financial Officer & Chief Investment Officer |
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/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
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/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL RESTON, LLC | ||
By: | DIGITAL ABOVE, LLC, | |
its sole member and manager |
By: | DIGITAL SERVICES, INC., | |||
its sole member and manager |
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL ABOVE, LLC | ||||||
By: | DIGITAL SERVICES, INC., its sole member and manager | |||||
By | /s/ A. Xxxxxxx Xxxxx | |||||
Name: | A. Xxxxxxx Xxxxx | |||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL CHELSEA, LLC | ||||||||
By: | DIGITAL ABOVE, LLC, its sole member and manager | |||||||
By: | DIGITAL SERVICES, INC., its sole member and manager | |||||||
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL VIENNA, LLC | ||||||||
By: | DIGITAL ABOVE, LLC, its sole member and manager | |||||||
By: | DIGITAL SERVICES, INC., its sole member and manager | |||||||
By | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL WALTHAM, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
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/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL XXXXXXX XX, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 0 XXXXXX XXXXXXX, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 210 XXXXXX, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its member and manager | |||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
GLOBAL XXXXX MEMBER, LLC | ||||||||||
By: | DIGITAL REALTY TRUST, L.P., | |||||||||
its member and manager | ||||||||||
By: | DIGITAL REALTY TRUST, INC., | |||||||||
its sole general partner | ||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: |
Chief Financial Officer & Chief Investment Officer |
GLOBAL XXXXX LIMITED PARTNER, LLC | ||||||||||
By: | GLOBAL XXXXX 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/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer | |||||||||
GLOBAL XXXXX GENERAL PARTNER, LLC | ||||||||||
By: | GLOBAL XXXXX 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/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: |
Chief Financial Officer & Chief Investment Officer |
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/ A. Xxxxxxx Xxxxx | |||||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||||
Title: | Chief Financial Officer & Chief Investment Officer | |||||||||||
DIGITAL SERVICES PHOENIX, LLC | ||||||||||||
By: | DIGITAL SERVICES, INC., | |||||||||||
its sole member and manager | ||||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||||
Title: | Chief Financial Officer & Chief Investment 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/ A. Xxxxxxx Xxxxx | |||||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 650 XXXXXXXX, LLC | ||||||||||
By: | DIGITAL REALTY TRUST, L.P., | |||||||||
its member and manager | ||||||||||
By: | DIGITAL REALTY TRUST, INC., | |||||||||
its sole general partner | ||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer | |||||||||
DIGITAL BUSINESS TRUST | ||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer | |||||||||
DIGITAL 365 RANDOLPHVILLE, LLC | ||||||||||
By: | DIGITAL REALTY TRUST, L.P., | |||||||||
its member and manager | ||||||||||
By: | DIGITAL REALTY TRUST, INC, | |||||||||
its sole general manager | ||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 717 XXXXXXX, X.X. | ||||||||||||
By: | DIGITAL 717 GP, LLC, | |||||||||||
its sole general partner | ||||||||||||
By: | DIGITAL REALTY TRUST, L.P., | |||||||||||
its sole member and manager | ||||||||||||
By: | DIGITAL REALTY TRUST, INC., | |||||||||||
its sole general partner | ||||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 717 GP, LLC, | ||||||||||
By: | DIGITAL REALTY TRUST, L.P. | |||||||||
its sole member and manager | ||||||||||
By: | DIGITAL REALTY TRUST, INC., | |||||||||
its sole general partner | ||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 717 LP, LLC, | ||||||||||
By: | DIGITAL REALTY TRUST, L.P. | |||||||||
its sole member and manager | ||||||||||
By: | DIGITAL REALTY TRUST, INC., | |||||||||
its sole general partner | ||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
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. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
GLOBAL XXXXX PROPERTY OWNER, L.P. | ||||||||||||
By: | GLOBAL XXXXX GENERAL PARTNER, LLC | |||||||||||
its manager | ||||||||||||
By: | GLOBAL XXXXX MEMBER, LLC | |||||||||||
its member and manager | ||||||||||||
By: | DIGITAL REALTY TRUST, L.P., | |||||||||||
its sole member and manager | ||||||||||||
By: | DIGITAL REALTY TRUST, INC., | |||||||||||
its sole general partner | ||||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
GLOBAL RIVERSIDE, LLC | ||||||||||
By: | DIGITAL REALTY TRUST, L.P., | |||||||||
its member and manager | ||||||||||
By: | DIGITAL REALTY TRUST, INC., | |||||||||
its sole general partner | ||||||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 0000 XXXXX XXXX XXXXX LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST, INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL LAKESIDE, LLC | ||
By: | DIGITAL LAKESIDE HOLDINGS, LLC, | |
its sole member and manager |
By: | DIGITAL REALTY TRUST, L.P., | |||
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL LOUDOUN II, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST, INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL-XXXXX STREET PARTNERSHIP, L.P. | ||
By: | DRT-XXXXX STREET, LLC, | |
its sole general partner |
By: | DIGITAL REALTY TRUST, L.P., | |||
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DRT-XXXXX STREET, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL-XXXXX STREET, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
1525 XXXXXXXX PARTNERS, LLC | ||
By: | DIGITAL 1525 XXXXXXXX, LLC, | |
its sole member and manager |
By: | DIGITAL REALTY TRUST, L.P., | |||
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||||
Name: | A. Xxxxxxx Xxxxx | |||||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 444 TOYAMA, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 45845-45901 XXXXX BOULEVARD, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 21561-21571 BEAUMEADE CIRCLE, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL BEAUMEADE CIRCLE LAND, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 60 & 80 XXXXXXX, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 55 MIDDLESEX, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 000 XXXXX XXXXXX GROUND LESSEE, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 000 XXXXX XXXXXX, LLC | ||
By: | DIGITAL REALTY TRUST, L.P., | |
its sole member and manager |
By: | DIGITAL REALTY TRUST INC., | |||
its sole general partner |
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 1725 XXXXXXXX, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL XXXXXX, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 720 2ND, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 2121 SOUTH PRICE, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL LAFAYETTE CHANTILLY, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
DIGITAL 0000 XXXX XX XXXXXXX, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ A. Xxxxxxx Xxxxx | |||||||
Name: | A. Xxxxxxx Xxxxx | |||||||
Title: | Chief Financial Officer & Chief Investment Officer |
Signature Page
DIGITAL 365 MAIN, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||||
Name: | Xxxxxxx X. Xxxxx | |||||||
Title: | Chief Executive Officer |
1500 SPACE PARK HOLDINGS, LLC | ||||||||||||
By: | 1500 SPACE PARK PARTNERS, LLC, its sole member and manager | |||||||||||
By: | DIGITAL 1500 SPACE PARK, LLC, its sole member and manager | |||||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||||||
By: | DIGITAL REALTY TRUST, INC., its sole general partner | |||||||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||||||||
Name: | Xxxxxxx X. Xxxxx | |||||||||||
Title: | Chief Executive Officer |
1500 SPACE PARK PARTNERS, LLC | ||||||||||
By: | DIGITAL 1500 SPACE PARK, LLC, its sole member and manager | |||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||||||
Name: | Xxxxxxx X. Xxxxx | |||||||||
Title: | Chief Executive Officer |
Signature Page
DIGITAL 1500 SPACE PARK, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||||
Name: | Xxxxxxx X. Xxxxx | |||||||
Title: | Chief Executive Officer |
DIGITAL 1525 XXXXXXXX, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||||
Name: | Xxxxxxx X. Xxxxx | |||||||
Title: | Chief Executive Officer |
1201 XXXXXXXX PARTNERS, LLC | ||||||||||
By: | DIGITAL 1201 XXXXXXXX, LLC, its sole member and manager | |||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||||||
Name: | Xxxxxxx X. Xxxxx | |||||||||
Title: | Chief Executive Officer |
Signature Page
DIGITAL 1550 SPACE PARK, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||||
Name: | Xxxxxxx X. Xxxxx | |||||||
Title: | Chief Executive Officer |
DIGITAL LAKESIDE HOLDINGS, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||||
Name: | Xxxxxxx X. Xxxxx | |||||||
Title: | Chief Executive Officer |
DIGITAL XXXXXXX TECHNOLOGY PARK INVESTOR, LLC | ||||||||
By: | DIGITAL REALTY TRUST, L.P., its sole member and manager | |||||||
By: | DIGITAL REALTY TRUST INC., its sole general partner | |||||||
By: | /s/ Xxxxxxx X. Xxxxx | |||||||
Name: | Xxxxxxx X. Xxxxx | |||||||
Title: | Chief Executive Officer |
Signature Page
EXHIBIT E to the
FORM OF
UNENCUMBERED ASSETS CERTIFICATE
UNENCUMBERED ASSETS CERTIFICATE
Digital Realty, L.P.
Unencumbered Assets Certificate
Month ending / /
Citicorp North America, Inc.,
as Administrative Agent
under the Credit Agreement
referred to below
0 Xxxxx Xxx, Xxxxx 000
Xxx Xxxxxx, Xxxxxxxx 00000
Xxxxxx Xxxxxx of America
Attention: Xxxxxxx Xxxxxxx, Citigroup Global Loans
[Citibank International plc,
as Sub-Agent
under the Credit Agreement
referred to below
0 Xxxxxxx Xxxxxxxx, 0xx Xxxxx
Xxxxxx X00 0XX
Xxxxxx Xxxxxxx
Attention: ]
Pursuant to provisions of the Credit Agreement, dated as of August 31, 2007, Digital Realty Trust, L.P., a Maryland limited partnership (the “Borrower”), Digital Realty Trust, Inc., a Maryland corporation (the “Parent Guarantor”), the Subsidiary Guarantors party thereto, the Lender Parties party thereto and Citicorp North America, Inc., as Administrative Agent for the Lender Parties (said Credit Agreement, as it may be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”; capitalized terms used herein but not defined herein being used herein as defined in the Credit Agreement), the undersigned, the Chief Financial Officer or a Responsible Officer of the Parent Guarantor, hereby certifies and represents and warrants on behalf of the Borrower as follows:
1. The information contained in this certificate and the attached information supporting the calculation of the Total Unencumbered Asset Value is true, complete and correct as of the close of business on , 20 (the “Calculation Date”) and has been prepared in accordance with the provisions of the Credit Agreement.
Exh. E - 1
2. (a) The Total Unencumbered Asset Value (exclusive of Excess France Value, Excess Singapore Value, Excess International Value and Excess Redevelopment and Development Value) is $ , (b) the Excess France Value, if any, is $ , (c) the Excess Singapore Value, if any, is $ , (d) the Excess International Value, if any, is $ , and (e) the Excess Redevelopment and Development Value, if any, is $ , each as of the Calculation Date and as more fully described on Schedule I hereto.
3. As of the Calculation Date, Unsecured Debt does not exceed 70% of the Total Unencumbered Asset Value, in accordance with Section 5.04(b)(i) of the Credit Agreement.
4. At the end of the fiscal quarter of the Parent Guarantor most recently completed and as of the Calculation Date, the Parent Guarantor maintained an Unencumbered Assets Debt Service Coverage Ratio of not less than 1.50:1.00, in accordance with Section 5.04(b)(ii) of the Credit Agreement.
5. This certificate is furnished to the Administrative Agent pursuant to Section [3.01(a)(xv) / 3.02(a)(x) / 5.03(d)] of the Credit Agreement.
6. The Unencumbered Assets comply with all Unencumbered Asset Conditions (except to the extent waived in writing by the Required Lenders) and otherwise conform and comply with the conditions, terms, warranties, representations and covenants set forth in the Credit Agreement.
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Exh. E - 2
DIGITAL REALTY TRUST, INC. | ||
By |
||
Name: Title: |
Exh. E - 3
SCHEDULE I — Calculation of Total Unencumbered Asset Value
(i) |
Sum of Asset Values for all Unencumbered Assets (from charts below) | $ | ||||||||||||
(ii) |
(a) Number of Unencumbered Assets |
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(b) Weighted average occupancy of all Unencumbered Assets (other than Redevelopment Assets and Development Assets) |
% | |||||||||||||
(iii) |
If • the dollar amount in (i) above is not equal to or greater than $115,000,000, • the number in (ii)(a) above is not equal to or greater than 3 or • the percentage in (ii)(b) above is not greater than or equal to 80%, |
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Then |
$ | |||||||||||||
• Total Unencumbered Asset Value equals $0. |
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(iv) |
Lesser of (i) and (iii) equals Total Unencumbered Asset Value (prior to adjustment for Excess France Value, Excess Singapore/Spain Value, Withholding Tax Adjustment, Excess International Value and Excess Redevelopment and Excess Development Value) | $ | ||||||||||||
(v) |
(b) Excess France Value |
$ | ||||||||||||
(c) Excess Singapore/Spain Value (based on maximum percentage of 10%) |
$ | |||||||||||||
(d) Withholding Tax Adjustment |
$ | |||||||||||||
(vi) |
Total Unencumbered Asset Value after reduction for Excess France Value, Excess Singapore/Spain Value and Withholding Tax Adjustment | $ | ||||||||||||
$ | ||||||||||||||
(vii) |
25% times dollar amount in (vi) above |
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(viii) |
Excess International Value equals the amount, if any, by which (vii) exceeds (vi) |
$ | ||||||||||||
(ix) |
Total Unencumbered Asset Value after adjustment for Excess International Value, is (vi) minus (viii) (prior to adjustment for Excess Redevelopment Value and Excess Development Value) | $ | ||||||||||||
$ | ||||||||||||||
(x) |
(a) 33% times dollar amount in (ix) above |
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$ | ||||||||||||||
(b) 10% times dollar amount in (ix) above |
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$ | ||||||||||||||
(c) Sum of Asset Values of all Redevelopment Assets |
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$ | ||||||||||||||
(d) Sum of Asset Values of all Development Assets |
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(xi) |
Permitted Development Assets equals lesser of (x)(b) and (x)(d) |
$ |
Sch. I - 1
(xii) |
Sum of Asset Values of all Redevelopment and Development Assets is (x)(c) plus (xi) |
$ | |||||||||||
(xiii) |
Excess Redevelopment and Development Value equals the amount, if any, by which (xii) exceeds (x)(a) | $ | 000000 | $ | |||||||||
Total Unencumbered Asset Value equals (ix) less (xiii) |
$ | ||||||||||||
Sch. I -2
Calculation of Asset Value
(Office Asset)
Office Asset: [Insert Name]
|
| ||||||||
(A) Net Operating Income attributable to such Unencumbered Asset
|
|
$______
|
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(B) (1) 3% of all rental and other income from the operation of such Unencumbered Asset for the fiscal quarter of the Parent Guarantor most recently ended for which financial statements are required to be delivered to the Lender Parties pursuant to the Credit Agreement |
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(2) all management fees payable in respect of such Unencumbered Asset for such fiscal period
|
$
$
|
______
______
|
|||||||
(C) $0.25 x total number of square feet within Unencumbered Asset
|
$
|
______
|
|||||||
(D) Amount of pro forma upward adjustment approved by Administrative Agent for Tenancy Leases entered into during the quarter
|
$
|
______
|
(i) | ||||||
(E)
(ii) Insert Amount from (A)
Insert the sum of (B)(1) minus (B)(2) (Insert 0 if negative number)
Insert Amount from (D)
|
(iii) (iv) $______
minus (v) $______
plus $______ equals $______
|
(vi | ) | ||||||
(F) Adjusted Net Operating Income of such Unencumbered Asset equals (i) (E) times 4 less (ii) (C)
|
(vii) $______
|
(viii | ) | ||||||
(G) Tentative Asset Value equals (F) ÷ either 8.25% (if a Data Center) or 7.5% (if a non-Data Center)
|
(ix) $______
|
(x | ) | ||||||
(H) If Unencumbered Asset was acquired within last 12 months, the acquisition price
|
$
|
______
|
|||||||
(I) Asset Value: If Unencumbered Asset was acquired within last 12 months, insert lesser of (G) and (H). If Unencumbered Asset was acquired 12 or more months ago, insert (G).
|
$
|
______
|
|
Sch. I - 3
Calculation of Asset Value
(Redevelopment Asset / Development Asset)
Redevelopment Asset: [Insert Name]
| |||
(xi) Asset Value equals the book value of such Asset as determined in accordance with GAAP:
|
$
|
_______
| |
Development Asset: [Insert Name]
| |||
(xii) Asset Value equals the book value of such Asset as determined in accordance with GAAP:
|
$
|
_______
|
Total Unencumbered Asset Value
Sum of Asset Values for all Unencumbered Assets
|
$
|
______
|
Sch. I - 4