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AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT

Revolving Credit Agreement

AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT | Document Parties: DIGITAL REALTY TRUST, INC. | BANK OF AMERICA, N.A. | CHANG HWA COMMERCIAL BANK, LTD | CITIBANK, NA | Citicorp North America, Inc | COMERICA BANK | DIGITAL 1 SAVVIS PARKWAY, LLC | DIGITAL 113 N MYERS, LLC | DIGITAL 125 N MYERS, LLC | DIGITAL 210 TUCKER, LLC | DIGITAL 21110 RIDGETOP, LLC | DIGITAL 3011 LAFAYETTE, LLC | DIGITAL 365 RANDOLPHVILLE, LLC | DIGITAL 650 RANDOLPH, LLC | DIGITAL 833 CHESTNUT, LLC | DIGITAL 89TH PLACE, LLC | DIGITAL 900 WALNUT, LLC | DIGITAL ABOVE, LLC | DIGITAL AQUILA, LLC | DIGITAL ARIZONA RESEARCH PARK II, LLC | DIGITAL ASHBURN CS, LLC | DIGITAL CHELSEA, LLC | DIGITAL CONCORD CENTER, LLC | DIGITAL CONNECT, LLC | DIGITAL GREENSPOINT, LLC | DIGITAL MIDWAY GP, LLC | DIGITAL NETWORK SERVICES, LLC | DIGITAL PHOENIX VAN BUREN, LLC | DIGITAL PRINTER SQUARE, LLC | Digital Realty Trust, Inc | Digital Realty Trust, LP | DIGITAL RESTON, LLC | DIGITAL SERVICES PHOENIX, LLC | DIGITAL SERVICES, INC | DIGITAL VIENNA, LLC | DIGITAL WALTHAM, LLC | DIGITAL WINTER, LLC | DRT CENTREPORT, LLC | DRT GREENSPOINT, LLC | GIP STOUGHTON, LLC | GLOBAL ASML, LLC | GLOBAL GOLD CAMP HOLDING COMPANY, LLC | GLOBAL GOLD CAMP, LLC | GLOBAL INNOVATION SUNSHINE HOLDINGS LLC | GLOBAL KATO HG, LLC | GLOBAL MARSH GENERAL PARTNER, LLC | GLOBAL MARSH LIMITED PARTNER, LLC | GLOBAL MARSH MEMBER, LLC | GLOBAL STANFORD PLACE II, LLC | INITIAL ISSUING BANK | KEYBANK NATIONAL ASSOCIATION | MERRILL LYNCH CAPITAL CORPORATION | RAYMOND JAMES BANK | ROYAL BANK OF CANADA, NEW YORK BRANCH | ROYAL BANK OF SCOTLAND PLC | SOVEREIGN BANK | UBS LOAN FINANCE LLC | SWING LINE BANK, You are currently viewing:
This Revolving Credit Agreement involves

DIGITAL REALTY TRUST, INC. | BANK OF AMERICA, N.A. | CHANG HWA COMMERCIAL BANK, LTD | CITIBANK, NA | Citicorp North America, Inc | COMERICA BANK | DIGITAL 1 SAVVIS PARKWAY, LLC | DIGITAL 113 N MYERS, LLC | DIGITAL 125 N MYERS, LLC | DIGITAL 210 TUCKER, LLC | DIGITAL 21110 RIDGETOP, LLC | DIGITAL 3011 LAFAYETTE, LLC | DIGITAL 365 RANDOLPHVILLE, LLC | DIGITAL 650 RANDOLPH, LLC | DIGITAL 833 CHESTNUT, LLC | DIGITAL 89TH PLACE, LLC | DIGITAL 900 WALNUT, LLC | DIGITAL ABOVE, LLC | DIGITAL AQUILA, LLC | DIGITAL ARIZONA RESEARCH PARK II, LLC | DIGITAL ASHBURN CS, LLC | DIGITAL CHELSEA, LLC | DIGITAL CONCORD CENTER, LLC | DIGITAL CONNECT, LLC | DIGITAL GREENSPOINT, LLC | DIGITAL MIDWAY GP, LLC | DIGITAL NETWORK SERVICES, LLC | DIGITAL PHOENIX VAN BUREN, LLC | DIGITAL PRINTER SQUARE, LLC | Digital Realty Trust, Inc | Digital Realty Trust, LP | DIGITAL RESTON, LLC | DIGITAL SERVICES PHOENIX, LLC | DIGITAL SERVICES, INC | DIGITAL VIENNA, LLC | DIGITAL WALTHAM, LLC | DIGITAL WINTER, LLC | DRT CENTREPORT, LLC | DRT GREENSPOINT, LLC | GIP STOUGHTON, LLC | GLOBAL ASML, LLC | GLOBAL GOLD CAMP HOLDING COMPANY, LLC | GLOBAL GOLD CAMP, LLC | GLOBAL INNOVATION SUNSHINE HOLDINGS LLC | GLOBAL KATO HG, LLC | GLOBAL MARSH GENERAL PARTNER, LLC | GLOBAL MARSH LIMITED PARTNER, LLC | GLOBAL MARSH MEMBER, LLC | GLOBAL STANFORD PLACE II, LLC | INITIAL ISSUING BANK | KEYBANK NATIONAL ASSOCIATION | MERRILL LYNCH CAPITAL CORPORATION | RAYMOND JAMES BANK | ROYAL BANK OF CANADA, NEW YORK BRANCH | ROYAL BANK OF SCOTLAND PLC | SOVEREIGN BANK | UBS LOAN FINANCE LLC | SWING LINE BANK,

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Title: AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT
Governing Law: New York     Date: 8/8/2008
Industry: Real Estate Operations     Sector: Services

AMENDMENT NO. 2 TO THE REVOLVING CREDIT AGREEMENT, Parties: digital realty trust  inc. , bank of america  n.a. , chang hwa commercial bank  ltd , citibank  na , citicorp north america  inc , comerica bank , digital 1 savvis parkway  llc , digital 113 n myers  llc , digital 125 n myers  llc , digital 210 tucker  llc , digital 21110 ridgetop  llc , digital 3011 lafayette  llc , digital 365 randolphville  llc , digital 650 randolph  llc , digital 833 chestnut  llc , digital 89th place  llc , digital 900 walnut  llc , digital above  llc , digital aquila  llc , digital arizona research park ii  llc , digital ashburn cs  llc , digital chelsea  llc , digital concord center  llc , digital connect  llc , digital greenspoint  llc , digital midway gp  llc , digital network services  llc , digital phoenix van buren  llc , digital printer square  llc , digital realty trust  inc , digital realty trust  lp , digital reston  llc , digital services phoenix  llc , digital services  inc , digital vienna  llc , digital waltham  llc , digital winter  llc , drt centreport  llc , drt greenspoint  llc , gip stoughton  llc , global asml  llc , global gold camp holding company  llc , global gold camp  llc , global innovation sunshine holdings llc , global kato hg  llc , global marsh general partner  llc , global marsh limited partner  llc , global marsh member  llc , global stanford place ii  llc , initial issuing bank , keybank national association , merrill lynch capital corporation , raymond james bank , royal bank of canada  new york branch , royal bank of scotland plc , sovereign bank , ubs loan finance llc , swing line bank
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Exhibit 10.1

AMENDMENT NO. 2 TO THE

REVOLVING CREDIT AGREEMENT

Dated as of June 13, 2008

AMENDMENT NO. 2 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 3 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:

Note Agreement ” means that certain Note Purchase and Private Shelf Agreement dated as of July 24, 2008, by and among Borrower, Parent Guarantor, each of the entities party thereto from time to time as Subsidiary Guarantors (as defined therein), PIM, and the note purchasers party thereto or bound thereby from time to time.

Note Documents ” means the Note Agreement, together with all notes, instruments and other agreements entered into and delivered in connection therewith from time to time.

PIM ” means Prudential Investment Management, Inc., and its successors and assigns under the Note Documents.

(b) The definition of “ Negative Pledge ” set forth in Section 1.01 of the Credit Agreement is hereby amended by adding at the end thereof immediately before the period the following: “; provided , however , that (a) an agreement that conditions a Person’s ability to encumber its assets upon the maintenance of one or more specified ratios that limit such Person’s ability to encumber its assets but that do not generally prohibit the encumbrance of its assets, or the encumbrance of specific assets, shall not constitute a Negative Pledge, and (b) any provision of the Note Documents restricting the ability of any Loan Party to encumber its assets shall be deemed to not constitute a Negative Pledge so long as such provision is generally consistent with a comparable provision of the Loan Documents.”

 

 

 

 

 

 

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(c) The definition of “ Unencumbered Asset Conditions ” set forth in Section 1.01 of the Credit Agreement is hereby amended by deleting the first clause (i) and clause (j) in their entirety and substituting the following therefor: “(i) is an Asset with respect to which the Borrower directly, or indirectly through such Subsidiary owner, has the right to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Asset as security for the Obligations of the Loan Parties under or in respect of the Loan Documents, and (ii) to sell, transfer or otherwise dispose of such Asset ( provided , however , that in the case of the foregoing clauses (i)(i) and (i)(ii), (x) an agreement that conditions a Person’s ability to create Liens on its assets or to sell, transfer or otherwise dispose of its assets upon the maintenance of one or more specified ratios but that does not otherwise generally prohibit the creation of Liens on assets or the sale, transfer or disposition of assets, or the taking of such actions with respect to specific assets, shall not be deemed a violation of or prohibition under this clause (i), and (y) any restriction under the Note Documents on sales, transfers or other dispositions of assets during the existence of a default or event of default (or any such restriction under the Note Documents that would apply if a default or event of default would result from any such sales, transfers or other dispositions) shall not be deemed a violation of or prohibition under this clause (i) so long as such provision is generally consistent with a comparable provision of the Loan Documents), (j) is owned directly by the Borrower or a Guarantor, and (k) in the case of ownership by a Guarantor, one-hundred percent (100%) of all of the equity interests (other than directors’ qualifying shares) and voting interests (such ownership being defined as “ Wholly-Owned ”) of such Guarantor are owned by one or more of the Borrower and/or any other Wholly-Owned Subsidiary of the Borrower at such time.”

(d) The following new Section 5.01(s) is hereby added to the Credit Agreement immediately following Section 5.01(r) thereof:

“(s) Certain Amendments to Note Documents . If any of the Note Documents is modified (i) to add covenants or events of default that are not provided for in this Agreement, or (ii) to make covenants or events of default that are contained in the Note Documents immediately prior to such modification (and that are contained in this Agreement immediately prior to such modification) more restrictive than such covenants or events of default were immediately prior to such modification, then (x) such additional or more restrictive covenants or events of default shall immediately and automatically be incorporated by reference in this Agreement as if set forth fully herein, mutatis mutandis, effective as of the time when such additional or more restrictive covenants or events of default become effective under the Note Documents, and no such provision may thereafter be waived, amended or modified under this Agreement except in accordance with the provisions of Section 9.01, and (y) the Borrower shall promptly, and in any event within five (5) Business Days of entering into any such modification, so advise the Administrative Agent thereof in writing. Thereafter, upon the request of the Administrative Agent or the Required Lenders, the Loan Parties shall enter into an amendment to this Agreement evidencing the incorporation of such incremental or more restrictive covenant or event of default.”

(e) Section 5.02(a)(viii) is hereby renumbered “(ix)”, and a new Section 5.02 (a)(viii) is hereby inserted in the Credit Agreement immediately following Section 5.02(a)(vii) but before “and”:

“(viii) Liens on property of the Borrower or its Subsidiaries (other than Unencumbered Assets) securing Debt under the Note Documents so long as no Default or Event of Default arises therefrom;”

 

 

 

 

 

 

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(f) Section 5.02(k) of the Credit Agreement is hereby amended (i) by renumbering clauses (v) and (vi) thereof to read “(viii)” and “(ix)”, and (ii) by adding thereto immediately after the words “Administrative Agent; (iv)” on lines 11 and 12 thereof the following:

“(iv) customary provisions under Debt permitted under Section 5.02(b) which, following a default or event of default in respect of such Debt, limit the ability of any Person to make payments on Debt described in Section 5.02(b)(i); (v) customary provisions under any secured Debt permitted under Section 5.02(b) which limit the ability of any Person to transfer the assets encumbered by Liens securing such Debt; (vi) provisions under the Note Documents (including affirmative and negative covenants) that are generally consistent with comparable provisions under the Loan Documents; (vii)”

(g) Section 5.02(m) of the Credit Agreement hereby amended by (i) inserting the words “or the Note Documents” into clause (i) thereof immediately following the words “the Loan Documents”, (ii) by changing subclause “(E)” in clause (iv) thereof to be read “(F)”, and (iii) by inserting the following new clause (E) into clause (iv) thereof immediately prior to “, or”: “(E) any Non-Recourse Debt permitted under Section 5.02(b)(ii)(G)”.

(h) Section 5.02(n) of the Credit Agreement is hereby amended by (i) deleting the word “not” in the first line thereof, (ii) renumbering clause (vii) thereof to read “(viii)”, and (iii) adding thereto immediately after the words “Loan Documents; (vi)” in line 13 thereof the following:

“activities permitted under the Loan Documents, including without limitation the incurrence of Debt (and guarantees thereof) permitted under Sections 5.02(b)(iii) and (iv); (vii)”

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).

 

 

 

 

 

 

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(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 0.10% of the sum of the Commitments of those Lenders that have executed and delivered to the Administrative Agent a signature page to this Amendment, which fee shall be for the ratable benefit of such Lenders.

(f) The Administrative Agent shall have received copies, certified by the Borrower as correct and complete, of the Note Agreement and the other Note Documents, which shall be in form and substance satisfactory to the Administrative Agent.

The effectiveness of this Amendment is conditioned upon the accuracy of the factual matters described herein. This Amendment is subject to th


 
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