Digital Realty Trust 10-K 2013 FY Annual report

Exhibit 10.28

AMENDMENT NO. 2 TO THE

TERM LOAN AGREEMENT

Dated as of December 11, 2013

AMENDMENT NO. 2 TO THE TERM LOAN 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 (Redhill) S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) (the “Initial Luxembourg Borrower 3”), Digital Realty (Blanchardstown) Limited, an Irish private company limited by shares (the “Initial Irish Borrower”), Digital Realty (Paris2) SCI, a French Société Civile Immobilière (the “Initial French Borrower”), Digital Singapore Jurong East Pte. Ltd., a Singapore private limited company (the “Initial Singapore Borrower”), Digital Realty (Welwyn) S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) (the “Initial Luxembourg Borrower 4”) and Digital Netherlands IV B.V., a private company with limited liability (besloten vennootschap met beperkete aansprakelijkheid) (the “Initial Dutch Borrower”; 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 Luxembourg Borrower 3, the Initial Irish Borrower, the Initial French Borrower, the Initial Singapore Borrower and the Initial Luxembourg Borrower 4, 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 Term Loan Agreement dated as of April 16, 2012 (as amended by that certain Amendment No. 1 to Term Loan, dated as of August 15, 2013, the “Existing Term Loan Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Existing Term Loan Agreement, as amended hereby;

(2) The Administrative Agent and the Borrowers wish to amend the Existing Term Loan 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 Term Loan Agreement on the terms and subject to the conditions hereinafter set forth.

SECTION 1.Amendments to Existing Term Loan Agreement. The Existing Term Loan 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 Term Loan Agreement is hereby amended by (i) deleting the word “and” at the end of clause (d) thereof, (ii)

deleting the period and adding the word “; and” at the end of clause (e) thereof and (iii) adding a new clause (f) to read in full as follows:

“(f) with respect to the Singapore Dollar Loan, the available Interest Period durations shall be one, three and six months only.”

(b) The definition of “Market Disruption Event” set forth in Section 1.01 of the Existing Term Loan 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 Term Loan 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 Term Loan Agreement is hereby deleted in its entirety and replaced with the following:

““SOR” means in relation to the Advances in respect of the Singapore Dollar Loan, (a) 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 (b) 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.”

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):

(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 Term Loan Agreement, the Notes and the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the Existing Term Loan Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Existing Term Loan Agreement, and each reference in the Notes and each of the other Loan Documents to “the Loan Agreement”,

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“thereunder”, “thereof” or words of like import referring to the Existing Term Loan Agreement, shall mean and be a reference to the Existing Term Loan Agreement, as amended and modified by this Amendment.

(b) The Existing Term Loan 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 Term Loan Agreement. Nothing herein contained shall be construed as a substitution or novation of the obligations outstanding under the Existing Term Loan 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 Term Loan 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.

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 LuxembourgSociété 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 LuxembourgSociété 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 REALTY (REDHILL) S.À R.L., a LuxembourgSociété à responsabilité limitée
Registered office: 11, Boulevard du Prince Henri
L-1724, Luxembourg
Share capital: £ 12,000
R.C.S. Luxembourg: B 125.912
By:	/s/ A. William Stein
	Name: A. William Stein, Authorized Signatory
DIGITAL REALTY (PARIS2) SCI, a FrenchSociété civile immobiliere
By:	/s/ A. William Stein
	Name: A. William Stein, duly authorized

Signature Page

DIGITAL SINGAPORE JURONG EAST PTE. LTD.,
a Singapore private company limited by shares
By:	/s/ A. William Stein
	Name: A. William Stein, Authorized Person
DIGITAL REALTY (WELWYN) S.À R.L. a LuxembourgSociété à responsabilité limitée
Registered office: 11, Boulevard du Prince Henri
L-1724, Luxembourg
Share capital: £ 12,000
R.C.S. Luxembourg: B 125.239
By:	/s/ A. William Stein
	Name: A. William Stein, Authorized Signatory
DIGITAL REALTY (BLANCHARDSTOWN) LIMITED, an Irish private company limited by shares
By:	/s/ Joshua A. Mills
	Name: Joshua A. Mills,
	Title: Director
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

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., SINGAPORE BRANCH,
as a Lender
By:	/s/ Ajay Sharma
	Name: Ajay Sharma
	Title: Managing Director

Signature Page

CITIBANK INTERNATIONAL PLC,
as a Lender
By:	/s/ Mark Lightbown
	Name: Mark Lightbown
	Title: Vice President

Signature Page

CITIBANK N.A., SYDNEY BRANCH,
as a Lender
By:	/s/ Michael Reid
	Name: Michael Reid
	Title: Managing Director
By:	/s/ Stephen Daly
	Name: Stephen Daly
	Title: Director

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/ David Naranjo
	Name: David Naranjo
	Title: Vice President
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

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

UNION BANK, N.A.,
as a Lender
By:	/s/ Amit Shah
	Name: Amit Shah
	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 Term Loan 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 Term Loan 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 Term Loan 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