AMENDMENT NO. 3 TO THE SECOND AMENDED AND RESTATED GLOBAL SENIOR CREDIT AGREEMENT
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 XXX XXXXX LIMITED, a Hong Kong limited company (the “Initial Singapore Borrower 5”), DIGITAL XXXXX 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 XXXXX, X.X., a Scottish limited partnership (the “Initial Multicurrency Borrower 3”), MOOSE VENTURES LP, a Delaware limited partnership (the “Initial Multicurrency Borrower 4”), DIGITAL DUTCH XXXXX B.V., a Dutch private limited liability company (the “Initial Multicurrency Borrower 5”), DIGITAL AUSTRALIA XXXXX 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 XXXXX, 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.
(h) | National Australian Built Environment Rating System: minimum 4 Star or above; |
Exhibit 10.2
for the Administrative Agent) in accordance with the terms of Section 9.04 of the Existing Revolving Credit Agreement.
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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:
a Maryland limited partnership
By: DIGITAL REALTY TRUST, INC.,
its sole general partner
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
DIGITAL SINGAPORE JURONG EAST PTE. LTD.,
a Singapore private limited company
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Authorized Person
DIGITAL SINGAPORE 1 PTE. LTD.,
a Singapore private limited company
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Authorized Person
DIGITAL HK JV HOLDING LIMITED,
a British Virgin Islands business company
By: /s/ Xxxxxxx Xxx
Name: Xxxxxxx Xxx
Title: Director
[Signatures continue]
Exhibit 10.2
DIGITAL SINGAPORE 2 PTE. LTD.,
a Singapore private limited company
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Authorized Person
DIGITAL HK XXX XXXXX LIMITED,
a Hong Kong limited company
By:/s/ Xxxxxxx Xxx______________________
Name: Xxxxxxx Xxx
Title: Director
DIGITAL XXXXX HOLDING, LLC,
a Delaware limited liability company
By: DIGITAL REALTY TRUST, L.P.,
its manager
By: DIGITAL REALTY TRUST, INC.,
its member
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
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/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
Exhibit 10.2
DIGITAL EURO XXXXX, X.X.,
a Scotland limited partnership
By: DIGITAL EURO XXXXX XX, LLC,
its general partner
By: DIGITAL REALTY TRUST, L.P.,
its member
By: DIGITAL REALTY TRUST, INC.,
its general partner
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
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/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
DIGITAL DUTCH XXXXX B.V.,
a Dutch private limited liability company
By:/s/ Xxxxxxx Xxx__________________
Name: Xxxxxxx Xxx
Title: Managing Director
[Signatures continue]
Exhibit 10.2
Signed by DIGITAL AUSTRALIA XXXXX PTY LTD in accordance with section 127 of the Corporations Act 2001 (Cth) by: /s/ Xxxxxxx Xxx /s/ Xxxxx Xxxxx | ||
Signature of director Xxxxxxx Xxx | | Signature of director Xxxxx Xxxxx |
Name of director (print) Authorized Person | | Name of director (print) Authorized Person |
Title | | Title |
Exhibit 10.2
DIGITAL REALTY KOREA LTD., a Korean limited liability company
By:/s/ Xxxxx Xxxxx________________
Name: Xxxxx Xxxxx
Title: Director
DIGITAL SEOUL 2 LTD., a Korean limited liability company
By:/s/ Xxxxx Xxxxx__________________
Name: Xxxxx Xxxxx
Title: Director
PT DIGITAL JAKARTA ONE,
an Indonesian limited liability company
By:/s/ Xxxxx Xxxxx__________________
Name: Xxxxx Xxxxx
Title: Director
[Signatures continue]
Exhibit 10.2
ADMINISTRATIVE AGENT:
CITIBANK, N.A.,
as Administrative Agent
By: /s/ Xxxxxxxxxxx X. Xxxxxx__________
Name:Xxxxxxxxxxx X. Xxxxxx
Title: Authorized Signatory
Exhibit 10.2
CO-SUSTAINABILITY STRUCTURING AGENT:
CITIBANK, N.A., as Co-Sustainability Structuring Agent
By: /s/ Xxxxxxxxxxx X. Xxxxxx__________
Name:Xxxxxxxxxxx X. Xxxxxx
Title: Authorized Signatory
Exhibit 10.2
MULTICURRENCY ISSUING BANK AND SWING LINE BANK:
CITIBANK, N.A., LONDON BRANCH
By: /s/ Xxxx xx Xxxxxx
Name:Xxxx xx Xxxxxx
Title: Managing Director
Exhibit 10.2
KRW-A ISSUING BANK:
CITIBANK KOREA INC.
By: /s/ Xxxxx-Xxxx Xxx__________
Name:Xxxxx-Soon Xxx
Title: CEO
Exhibit 10.2
KRW-B ISSUING BANK:
CITIBANK KOREA INC.
By: /s/ Xxxxx-Xxxx Xxx__________
Name:Xxxxx-Soon Xxx
Title: CEO
Exhibit 10.2
CITIBANK, N.A., as a Lender
By: /s/ Xxxxxxxxxxx X. Xxxxxx
Name:Xxxxxxxxxxx X. Xxxxxx
Title: Authorized Signatory
Exhibit 10.2
CITIBANK, N.A., LONDON BRANCH,
as a Lender
By: /s/ Xxxx xx Xxxxxx
Name:Xxxx xx Xxxxxx
Title: Managing Director
Exhibit 10.2
CITIBANK, N.A., INDONESIA BRANCH,
as a Lender
By: /s/ Xxxxx Xxxxxxxx
Name:Xxxxx Xxxxxxxx
Title: Vice President
By: /s/ Xx Xxx Xxx
Name:Xx Xxx Xxx
Title: Vice President
Exhibit 10.2
CITIBANK KOREA INC.,
as a Lender
By: /s/ Xxxxx-Xxxx Xxx__________
Name:Xxxxx-Soon Xxx
Title: CEO
Exhibit 10.2
SWING LINE BANK:
BANK OF AMERICA, N.A.
By: /s/ Dennis Kwan__________
Name:Xxxxxx Xxxx
Title: Senior Vice President
Exhibit 10.2
U.S. DOLLAR ISSUING BANK:
BANK OF AMERICA, N.A.
By: /s/ Dennis Kwan__________
Name:Xxxxxx Xxxx
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A.,
as a Lender
By: /s/ Dennis Kwan__________
Name:Xxxxxx Xxxx
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A., AUSTRALIAN BRANCH, as a Lender
By: /s/ Dennis Kwan__________
Name:Xxxxxx Xxxx
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A., SINGAPORE BRANCH , as a Lender
By: /s/ Dennis Kwan__________
Name:Xxxxxx Xxxx
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A., SEOUL BRANCH, as a Lender
By: /s/ Dennis Kwan__________
Name:Xxxxxx Xxxx
Title: Senior Vice President
Exhibit 10.2
BANK OF AMERICA, N.A., JAKARTA BRANCH, as a Lender
By: /s/ Dennis Kwan__________
Name:Xxxxxx Xxxx
Title: Senior Vice President
Exhibit 10.2
CO-SUSTAINABILITY STRUCTURING AGENT:
BOFA SECURITIES, INC., as Co-Sustainability Structuring Agent
By: /s/ Xxxxxx Xxxxx
Name:Xxxxxx Xxxxx
Title: Managing Director
Exhibit 10.2
AUSTRALIAN ISSUING BANK:
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
SINGAPORE ISSUING BANK:
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
SWING LINE BANK:
JPMORGAN CHASE BANK, N.A.
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
SWING LINE BANK:
JPMORGAN CHASE BANK, N.A., SINGAPORE BRANCH
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
SWING LINE BANK:
JPMORGAN CHASE BANK, N.A., SEOUL BRANCH
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
SWING LINE BANK:
JPMORGAN CHASE BANK, N.A., SYDNEY BRANCH
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
IDR ISSUING BANK:
JPMORGAN CHASE BANK, N.A., JAKARTA BRANCH
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., JAKARTA BRANCH, as a Lender
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., SINGAPORE BRANCH, as a Lender
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., SEOUL BRANCH, as a Lender
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., SYDNEY BRANCH, as a Lender
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
JPMORGAN CHASE BANK, N.A., as a Lender
By: /s/ Xxxxxxxx Xxxxx
Name:Xxxxxxxx Xxxxx
Title: Vice President
Exhibit 10.2
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH, as a Lender
By: /s/ Xxxx Xxxxxxx
Name:Xxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxxxxxxx
Name:Xxxxxx Xxxxxxxxx
Title: Managing Director
Exhibit 10.2
BANK OF CHINA, LOS ANGELES BRANCH, as a Lender
By: /s/ Xxxxx Xx
Name:Xxxxx Xx
Title: SVP
Exhibit 10.2
BARCLAYS BANK PLC, as a Lender
By: /s/ Xxxxxx Xxxxx XXX
Name:Xxxxxx Xxxxx XXX
Title: Vice President
Exhibit 10.2
BMO XXXXXX BANK N.A., as a Lender
By: /s/ Xxxxxxx Xxx Xxxxxxxx
Name:Xxxxxxx Xxx Xxxxxxxx
Title: Director
Exhibit 10.2
MULTICURRENCY ISSUING BANK:
BNP PARIBAS, S.A.
By: /s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxxxx
Name:Xxxxxxx Xxxxxxxxx
Title: Managing Director
Exhibit 10.2
BNP PARIBAS, S.A. as a Lender
By: /s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title: Managing Director
By: /s/ Xxxxxxx Xxxxxxxxx
Name:Xxxxxxx Xxxxxxxxx
Title: Managing Director
Exhibit 10.2
CAPITAL ONE, NATIONAL ASSOCIATION., as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
Name:Xxxxxxx X. Xxxxxxxx
Title: Authorized Signatory
Exhibit 10.2
CBIC, INC., as a Lender
By: /s/ Xxxx Xxxx
Name:Xxxx Xxxx
Title: Managing Director
Exhibit 10.2
CREDIT SUISSE AG, NEW YORK BRANCH, as a Lender
By: /s/ Xxxxxx Xxxx
Name:Xxxxxx Xxxx
Title: Authorized Signatory
By: /s/ Xxxxxx Xxxxxx
Name:Xxxxxx Xxxxxx
Title: Authorized Signatory
Exhibit 10.2
DBS BANK LTD., as a Lender
By: /s/ Xxxx Xxxx
Name:Xxxx Xxxx
Title: Vice President
Exhibit 10.2
DEUTSCHE BANK AG, NEW YORK BRANCH, as a Lender
By: /s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title: Vice President
By: /s/ Xxxxxxx Xxxxxx
Name:Xxxxxxx Xxxxxx
Title: Director
Exhibit 10.2
ING BANK N.V., DUBLIN BRANCH, as a Lender
By: /s/ Xxxx Xxxxxxx
Name:Xxxx Xxxxxxx
Title: Director
By: /s/ Xxxxxxx Xxxxxxxx
Name:Xxxxxxx Xxxxxxxx
Title: Director
Exhibit 10.2
KEYBANK NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxx Xxxxxxx
Name:Xxxxxx Xxxxxxx
Title: Assistant Vice President
Exhibit 10.2
MIZUHO BANK, LTD., as a Lender
By: /s/ Xxxxx XxXxxxxxxxx
Name:Xxxxx XxXxxxxxxxx
Title: Executive Director
Exhibit 10.2
XXXXXX XXXXXXX BANK, N.A., as a Lender
By: /s/ Xxxx Xxxxx
Name:Xxxx Xxxxx
Title: Authorized Signatory
Exhibit 10.2
MUFG Bank, Ltd., as a Lender
By: /s/ Xxxxxxx Xxx
Name:Xxxxxxx Xxx
Title: Director
Exhibit 10.2
OVERSEA-CHINESE BANKING CORPORATION LIMITED LOS ANGELES AGENCY, as a Lender
By: /s/ Xxxxx Xxx
Name:Xxxxx Xxx
Title: Managing Director
Exhibit 10.2
PNC BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxxx X. Xxxxxxx
Name:Xxxxxxx X. Xxxxxxx
Title: Senior Vice President
Exhibit 10.2
XXXXXXX XXXXX BANK, as a Lender
By: /s/ Xxxxxxx X. Xxxxxxxx
Name:Xxxxxxx X. Xxxxxxxx
Title: Senior Vice President
Exhibit 10.2
ROYAL BANK OF CANADA, as a Lender
By: /s/ Xxxxx Xxxxx
Name:Xxxxx Xxxxx
Title: Authorized Signatory
Exhibit 10.2
SUMIMOTO MITSUI BANKING CORPORATION, as a Lender
By: /s/ Xxxx Xxxxxx
Name:Xxxx Xxxxxx
Title: Executive Director
Exhibit 10.2
THE BANK OF NOVA SCOTIA, as a Lender
By: /s/ Xxxx Xxxxxx
Name:Xxxx Xxxxxx
Title: Director
Exhibit 10.2
THE TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender
By: /s/ Xxxx Xxxxxxxxxxx
Name:Xxxx Xxxxxxxxxxx
Title: Authorized Signatory
Exhibit 10.2
TRUIST BANK, as a Lender
By: /s/ Xxxxx Xxxxxx
Name:Xxxxx Xxxxxx
Title: Vice President
Exhibit 10.2
U.S. BANK NATIONAL ASSOCIATION, a National Banking Association, as a Lender
By: /s/ Xxxxxxx X. Xxxxxx
Name:Xxxxxxx X. Xxxxxx
Title: Senior Vice President
Exhibit 10.2
XXXXX FARGO BANK, NATIONAL ASSOCIATION, as a Lender
By: /s/ Xxxxxxx Xxxxxxxx
Name:Xxxxxxx Xxxxxxxx
Title: Vice President
[Signatures continue]
Exhibit 10.2
CONSENT
Dated as of March 16, 2023
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 “Credit 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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Exhibit 10.2
GUARANTORS:
DIGITAL REALTY TRUST, INC.,
a Maryland corporation
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
DIGITAL REALTY TRUST, L.P.,
a Maryland limited partnership
By: DIGITAL REALTY TRUST, INC.,
its sole general partner
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
DIGITAL EURO XXXXX, LLC,
a Delaware limited liability company
By: Digital Euro Xxxxx, X.X.,
its member
By: Digital Euro Xxxxx XX, LLC
its general partner
By: Digital Realty Trust, L.P.,
its member
By: Digital Realty Trust, Inc.,
its general partner
By: /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
[Signatures end.]