Amendment No. 4 to the Credit Agreement



 Exhibit 10.2 
 EXECUTION COPY 
 AMENDMENT NO. 4 TO THE 
 CREDIT AGREEMENT 
 Dated as of July 24, 2006 
 AMENDMENT NO. 4 TO THE CREDIT AGREEMENT (this “Amendment”) among Digital Realty Trust, L.P. (the
“Borrower”); Citicorp North America, Inc. (“CNAI”), as administrative agent (the “Administrative Agent”), the financial institutions party to the Credit Agreement referred to
below (collectively, the “Lender Parties”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”), as syndication agent (the “Syndication Agent”), Bank
of America, N.A., KeyBank National Association and Royal Bank of Canada (the “Co-Documentation Agents”), and Citigroup Global Markets Inc. and Merrill Lynch (the “Arrangers”). 
 PRELIMINARY STATEMENTS: 
 (1) The
Borrower, Digital Realty Trust, Inc. (the “Parent Guarantor”), the subsidiaries of the Borrower party thereto, the Lenders Party thereto (the “Existing Lenders”), the other Lender Parties, the
Administrative Agent, the Syndication Agent and the Co-Documentation Agents have entered into a Revolving Credit Agreement dated as of November 3, 2004 (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) Each Person
named as a Lender on the signature pages of this Amendment not previously named as a Lender under the Credit Agreement (each, a “New Lender”) has agreed to become a party to the Credit Agreement (as amended hereby) as a
Lender, on the terms and subject to the conditions set forth in this Amendment and the Credit Agreement, as amended hereby. 
 (3) The
Borrower and the Existing Lenders have agreed to amend the Credit Agreement, including for the purpose of including each New Lender as a Lender thereunder, 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) The cover page of the Credit Agreement is hereby amended by deleting
the reference to “$350,000,000” thereon. 
 (b) Section 1.01 of the Credit Agreement is hereby amended by
adding the following new definitions in their appropriate alphabetical order: 
 “Amendment No. 4 Effective
Date” means the date on which all of the conditions to effectiveness of Amendment No. 4 to the Credit Agreement dated as of July 24, 2006 have been satisfied. 
 “Charlotte Asset” means the Assets collectively known as the Teleco and Internet Gateway Facility, located at 113
North Myers Street and 125 North Myers Street, Charlotte, Mecklenburg County, North Carolina 28202. 









 “Section 1.01 of the Credit Agreement is hereby amended by deleting the definition
of “Unencumbered Asset Value”. 
 (c) Section 1.01 of the Credit Agreement is hereby amended to
restate the following definitions set forth therein in their entirety to read as follows: 
 “Adjusted Net
Operating Income” means, with respect to any Asset, (a) the product of (i) four (4) times (ii) (A) Net Operating Income attributable to such Asset less (B) the amount, if any, by which
(1) 3% of all rental and other income from the operation of such 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
Section 5.03(b) or (c), as the case may be, exceeds (2) all management fees payable in respect of such Asset for such fiscal period less (b) the Capital Expenditure Reserve for such Asset. 
 “Asset Value” means, at any date of determination, (a) in the case of any Office Asset acquired on or prior
to October 31, 2005, the Capitalized Value thereof; provided, however, that in the case of any Office Asset acquired after such date, Asset Value of such Office Asset shall be limited, during the first 12 months following the date of
such acquisition, to the lesser of (i) the acquisition price thereof or (ii) the Capitalized Value thereof, provided further that an upward adjustment shall be made to Asset Value (in the reasonable discretion of the Administrative
Agent) as new Tenancy Leases are entered into in respect of such Office Asset, (b) in the case of any Development Asset, the book value of such Development Asset as determined in accordance with GAAP, (c) in the case of any Joint Venture
Asset that, but for such Asset being owned by a Joint Venture, would qualify as an Office Asset under the definition thereof, the JV Pro Rata Share of the Capitalized Value of such Asset; provided, however, that in the case of any Joint
Venture Asset acquired after October 31, 2005, Asset Value of such Joint Venture Asset shall be limited, during the first 12 months following the date of such acquisition, to the JV Pro Rata Share of the lesser of (i) the acquisition price
thereof or (ii) the Capitalized Value thereof, provided further that an upward adjustment shall be made to Asset Value (in the reasonable discretion of the Administrative Agent) as new leases, subleases, licenses and occupancy agreements
are entered into in respect of such Joint Venture Asset in the ordinary course of business and (d) in the case of any Joint Venture Asset not described in clause (c) above, the JV Pro Rata Share of the book value of such Joint Venture
Asset as determined in accordance with GAAP. 
 “Capitalized Value” means, in the case of any Asset,
the Adjusted Net Operating Income of such Asset divided by 9.0%. 
 “Net Operating Income” means, with
respect to any Asset, the total rental revenue and other income from the operation of such 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 Section 5.03(b) or (c), as the case may be, minus (i) all expenses and other proper charges incurred by the applicable Loan Party in connection with the operation and maintenance of such Asset during such fiscal period,
including, without limitation, management fees, repairs, real estate and chattel taxes and bad debt expenses, but before payment or provision for debt service charges, income taxes and depreciation, amortization and other non-cash expenses, all as
determined in accordance with GAAP, provided that there shall be no rent leveling adjustments made (and only actual cash rents will be used) when computing Net Operating Income. 
  

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 “Patriot Act” has the meaning specified in Section 9.11.

 “Recourse Debt” means Consolidated Debt of the Parent Guarantor and its Subsidiaries (whether or
not secured by any Liens) for which the Parent Guarantor, the Borrower or any of their respective Subsidiaries has personal or recourse liability in whole or in part, exclusive of any such Debt for which such personal or recourse liability is
limited to obligations under Customary Carve-Out Agreements. 
 “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 shall not be greater than or equal to 85%, the Total Unencumbered Asset Value shall be zero; and provided further that if
the sum of the Asset Values of all Unencumbered Assets located in Canada shall exceed 15% of the Total Unencumbered Asset Value, then Total Unencumbered Asset Value shall be reduced by the amount of such excess (“Excess Canada
Value”) other than for purposes of calculating compliance with the financial covenant set forth in Section 5.04(b)(i), with respect to which such reduction shall not apply. 
 “Unsecured Debt” means, at any date of determination, the amount at such time of all Consolidated Debt of the
Parent Guarantor and its Subsidiaries, including, without limitation, the Facility Exposure (as defined herein), that is not secured by any Liens. 
 (d) The Credit Agreement is hereby amended by deleting all references to “Unsecured Debt Exposure” and substituting therefor references to “Unsecured Debt”. 
 (e) Section 2.06(b)(i) of the Credit Agreement is hereby amended and restated to read as follows: 
 “(i) The Borrower shall, on each Business Day, prepay an aggregate principal amount of the Revolving Credit Advances comprising part
of the same Borrowings, the Swing Line Advances and the Letter of Credit Advances and deposit an amount in the L/C Cash Collateral Account in an amount equal to (A) the amount by which the Facility Exposure exceeds the Facility on such Business
Day, and (B) after taking into account any payments made pursuant to clause (A), the amount by which Unsecured Debt exceeds 60% of the Total Unencumbered Asset Value on such Business Day, provided that any deposit in the L/C Cash Collateral
Account made pursuant to this subsection shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the Letter of Credit Facility.” 
 (f) Section 3.02(a) of the Credit Agreement is hereby amended (i) by inserting “(a)” immediately before the words
“The obligation of” on the second line thereof, and (ii) deleting the words “Facility Exposure” in clause (y)(iii) thereof and substituting therefor the words “Unsecured Debt”. 
 (g) Section 4.01(k) of the Credit Agreement is hereby amended be deleting the following sentence therefrom: 
 “Neither any Loan Party nor any of its Subsidiaries nor any general partner or managing member of any Loan Party or Subsidiary of a Loan Party that
is a partnership or a limited 

  

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liability company, as applicable, is a “holding company”, or a “subsidiary company” of a “holding company”, or an
“affiliate” of a “holding company” or of a “subsidiary company” of a “holding company”, as such terms are defined in the Public Utility Holding Company Act of 1935, as amended.” 
 (h) Section 4.01(m) of the Credit Agreement is hereby amended and restated to read as follows: 
 “(m) Each of the Assets listed on Schedule II hereto satisfies all Unencumbered Asset Conditions, except to the extent as otherwise
waived in writing by the Lenders. The Loan Parties are the legal and beneficial owners of the Unencumbered Assets free and clear of any Lien, except for the Liens permitted under the Loan Documents.” 
 (i) Section 5.01(j)(i) of the Credit Agreement is hereby amended by adding the words “(other than a Foreign Subsidiary)”
immediately after the words “Excluded Subsidiary” in the third line thereof. 
 (j) Section 5.01(j)(iii)(A)(2)
of the Credit Agreement is hereby amended and restated to read as follows: 
 “(2) a certificate of the Chief Financial
Officer (or other Responsible Officer) of the Borrower confirming that (v) such Asset satisfies all Unencumbered Asset Conditions, (w) the addition of such Asset as an Unencumbered Asset shall not cause or result in a Default or Event of
Default, (x) insurance of the types and amounts required by Section 5.01(d) and otherwise consistent with the insurance coverages maintained by the Loan Parties in respect of other Unencumbered Assets is in full force and effect with
respect to such Asset, (y) all environmental matters of the type that would be disclosed on Schedule 4.01(s) hereto if the representations set forth in Section 4.01(s) were remade by the Loan Parties with respect to such Asset are set
forth on a schedule to such certificate, and (z) set forth on a schedule to such certificate are the projected deferred maintenance and capital expenditure costs for such Asset for a period of not less than five years,” 
 (k) Section 5.01(j)(iii)(A)(4) of the Credit Agreement is hereby amended and restated to read as follows: 
 “(4) (x) an American Land Title Association/American Congress on Surveying and Mapping form survey for which all necessary fees
have been paid, dated no more than 180 days before the date of its delivery to the Administrative Agent and reasonably acceptable to the Administrative Agent with respect to such Asset, showing a metes and bounds description of such property, all
buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on
to such property, and other defects, other than encroachments and other defects reasonably acceptable to the Administrative Agent, and (y) a current record owner and lien search performed by a title insurer acceptable to the Administrative
Agent showing that the applicable Loan Party is the current record title holder of such Asset and showing no Liens of record other than Permitted Liens, and” 
  

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 (l) Clause (i) of the proviso to Section 5.01(j)(iii)(A) of the Credit
Agreement is hereby amended and restated to read as follows: 
 “(i) the failure to comply with one or more of the
Unencumbered Asset Conditions or clauses (2) or (4) above shall not preclude the addition of any Proposed Unencumbered Asset as an Unencumbered Asset so long as the Required Lenders shall have expressly consented to the addition of such
Asset as an Unencumbered Asset notwithstanding such failure,” 
 (m) Clause (iii) of the proviso to
Section 5.01(j)(iii)(A) of the Credit Agreement is hereby amended by deleting the word “and” at the end thereof. 
 (n) Clause (iv) of the proviso to Section 5.01(j)(iii)(A) of the Credit Agreement is hereby amended by deleting all references therein to “Telco/Internet Gateway Property” and substituting therefor references to
“Charlotte Asset”. 
 (o) Section 5.01(r) of the Credit Agreement is hereby amended by adding the words
“(other than a Foreign Subsidiary)” immediately after the word “Subsidiaries” in the second line. 
 (p)
Section 5.02(b)(ii)(D) of the Credit Agreement is hereby amended and restated to read as follows: “(D) [intentionally omitted]”. 
 (q) Section 5.02(b)(ii)(F) of the Credit Agreement is hereby amended by deleting the word “unsecured” and substituting therefor the word “Unsecured”. 
 (r) Section 5.02(b)(ii)(H) of the Credit Agreement is hereby amended and restated to read as follows: “(H) [intentionally
omitted]”. 
 (s) Section 5.02(b)(iii) of the Credit Agreement is hereby amended and restated to read as
follows: 
 “(iii) in the case of the Parent Guarantor or any of its Subsidiaries: 
 (A) Debt under Customary Carve-Out Agreements, 
 (B) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, extending, refunding or refinancing such Surviving
Debt, and 
 (C) Recourse Debt (whether secured or unsecured) in an amount not to exceed in the aggregate the sum of
(1) 10% of Total Asset Value, plus (2) the Revolving Credit Facility (as defined herein); provided, however, that if at any time the Parent Guarantor shall maintain a Debt Rating from S&P of at least BBB – or a Debt Rating
from Moody’s of at least Baa3, then the limitation set forth above in this clause (C) shall not apply and Recourse Debt shall be permitted to the extent the incurrence of such Recourse Debt would not result in a Default or Event of Default
by the Parent Guarantor in respect of its financial covenants in Section 5.04(a);” 
 (t) Section 5.02(b)(iv)
of the Credit Agreement is hereby amended by renumbering the “(iv)” at the commencement of such Section to be “(v)”. 
  

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 (u) A new Section 5.02(b)(iv) is hereby added to the Credit Agreement immediately
following Section 5.02(b)(iii) as follows: 
 “(iv) in the case of the Parent Guarantor, Debt under the Loan
Documents; and” 
 (v) Section 5.02(o) of the Credit Agreement is hereby amended (i) by adding the words
“(other than a Foreign Subsidiary)” immediately after the word “Subsidiary” in the second line, and (ii) by deleting the reference to “Section 5.02(b)(ii)(H)” therein and substituting therefor a reference to
“Section 5.02(b)(iii)(C)”. 
 (w) Section 5.04(b) of the Credit Agreement is hereby amended by deleting the
heading of clause (i) and replacing it with the following heading: “Maximum Unsecured Debt to Total Unencumbered Asset Value”. 
 (x) Schedule I to the Credit Agreement is hereby amended and replaced in its entirety with Annex A attached hereto. 
 (y) Exhibit B to the Credit Agreement is hereby amended by deleting paragraph (C) on page 2 thereof and substituting therefor the following: 
  

	 	“(C)	(i) 60% of the Total Unencumbered Asset Value equals or exceeds the Unsecured Debt that will be outstanding after giving effect to the Proposed Borrowing, (ii) before and
after giving effect to the Proposed Borrowing, the Parent Guarantor shall be in compliance with the covenants contained in Section 5.04 of the Credit Agreement and (iii) all supporting information provided to the Administrative Agent and
in the case of Eurocurrency Rate Advances, the Sub-Agent, contemporaneously with this Notice of Borrowing was prepared in good faith and accurately shows the computations used in determining compliance with the covenants contained in
Section 5.04 of the Credit Agreement.” 

 (z) Exhibit F to the Credit Agreement is hereby amended and
replaced in its entirety with Annex B attached hereto. 
 SECTION 2. New Lender Assumptions; Reallocation of Pro Rata Shares.
(a) On the Amendment Effective Date, each New Lender shall be deemed (without executing an Assignment and Acceptance or Assumption Agreement) to have (i) become a party to the Credit Agreement (as amended hereby) and have the rights and
obligations of a Lender thereunder, (ii) represented and warranted that it is legally authorized to enter into the Credit Agreement and this Amendment; (iii) confirmed that it has received a copy of the Credit Agreement and this Amendment,
together with copies of the financial statements referred to in Section 4.01 thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into the Credit Agreement (as
amended hereby); (iv) agreed that it will, independently and without reliance upon the Administrative Agent or any other Lender Party and based on such documents and information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under the Credit Agreement (as amended hereby); (v) represented and warranted that its name set forth on Annex A hereto is its legal name; (vi) confirmed that it is an Eligible Assignee;
(vii) appointed and authorized the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under the Loan Documents as are delegated the Administrative Agent by the terms thereof, together with
such powers and discretion as are reasonably incidental thereto; (viii) agreed that it will perform in accordance with 

  

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their terms all of the obligations that by the terms of the Credit Agreement (as amended hereby) are required to be performed by it as a Lender Party; and
(ix) agreed that it will promptly deliver any U.S. Internal Revenue Service forms required under Section 2.12 of the Credit Agreement (as amended hereby). 
 (b) On the Amendment Effective Date, to the extent the Advances then outstanding and owed to any Lender immediately prior to the
effectiveness of this Amendment shall be less than such Lender’s Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Advances then outstanding and owed to all Lenders (each such Lender, including any New
Lender, a “Purchasing Lender”), then such Purchasing Lender, without executing an Assignment and Acceptance, shall be deemed to have purchased an assignment of a pro rata portion of the Advances then outstanding and owed to
each Lender that is not a Purchasing Lender (a “Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Lender shall equal such
Lender’s Pro Rata Share (calculated immediately following the effectiveness of this Amendment) of all Revolving Credit Advances then outstanding and owed to all Lenders; provided, however, that no Purchasing Lender that is a
Lender solely with respect to the U.S. Dollar Revolving Credit Facility shall be deemed pursuant to this Section 2(b) to have purchased any Advances denominated in a Committed Foreign Currency. The assignments deemed made pursuant to this
Section 2(b) shall not be subject to the $3,500 processing and recordation fee set forth in Section 9.07(a) of the Credit Agreement. 
 (c) The Administrative Agent shall calculate the net amount to be paid by each Purchasing Lender and received by each Selling Lender in connection with the assignments effected hereunder on the Amendment Effective
Date. Each Purchasing Lender shall make the amount of its required payment available to the Administrative Agent, in same day funds, at the office of the Administrative Agent not later than 12:00 P.M. (New York time) on the Amendment Effective Date.
The Administrative Agent shall distribute on the Amendment Effective Date the proceeds of such amount to each of the Selling Lenders entitled to receive such payments at its Applicable Lending Office. If in connection with the transactions described
in this Section 2 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c) of the Credit Agreement, then the Borrower shall, upon demand by such Lender (with a copy of such demand to the Administrative
Agent), pay to the Administrative Agent for the account of such Lender any amounts required to compensate such Lender for such losses, costs or expenses reasonably incurred. 
 SECTION 3. 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 4. 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 and each Lender or, as
to any of the Lenders, advice 

  

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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, and (iii) a Note payable to the order of each Lender requesting the same in a principal amount equal to such Lender’s respective Revolving Credit Commitment as of the
Amendment Effective Date. 
 (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) Certified copies of (i) the resolutions of the Board of Directors, general partner or managing member, as applicable, of
(A) the Borrower approving this Amendment and the matters contemplated hereby and thereby and (B) each Guarantor approving the Consent and the matters contemplated hereby and thereby and (ii) all documents evidencing other necessary
corporate action and governmental approvals, if any, with respect to this Amendment, the Consent and the matters contemplated hereby and thereby. 
 (f) A certificate of the Secretary or an Assistant Secretary of (i) the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Amendment and (ii) each
Guarantor certifying the names and true signatures of the officers of such Guarantor authorized to sign the Consent. 
 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 5. Reference to and Effect on the Credit Agreement, the Notes and 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 the Notes and each of the other Loan
Documents to “the Credit Agreement”, “thereunder”, “thereof” or words of like 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, 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. 
 SECTION 6. Costs and Expenses. The Borrower agrees to pay on demand all costs and expenses of the
Administrative Agent in connection with the preparation, execution, delivery and 
  

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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 7. 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 8. 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/ Michael F. Foust

		 		 	 Name:
	 	     Michael F. Foust

		 		 	 Title:
	 	     Chief Executive Officer



  

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	ADMINISTRATIVE AGENT, SWING LINE BANK, AN EXISTING LENDER AND A LENDER:
	
	CITICORP NORTH AMERICA, INC.
		
	 By
	 	                 /s/ Niraj Shah

		 	 Name:
	 	     Niraj Shah

		 	 Title:
	 	     Vice President



  

 Signature Page 









					
	ISSUING BANK:
	
	CITIBANK, N.A.
		
	By	 	                /s/ David Bouth
		 	Name:	 	    David Bouth
		 	Title:	 	    Vice President


  

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	OTHER LENDER PARTIES:
	
	 MERRILL LYNCH CAPITAL CORPORATION,
 as
an Existing Lender and a Lender

		
	By	 	                /s/ John C. Rowland
		 	Name:	 	    John C. Rowland
		 	Title:	 	    Vice President


  

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	 BANK OF AMERICA, N.A.,
 as an Existing
Lender and a Lender

		
	By	 	                /s/ Allison M. Gauthier
		 	Name:	 	    Allison M. Gauthier
		 	Title:	 	    Senior Vice President


  

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	 KEYBANK NATIONAL ASSOCIATION,
 as an Existing Lender and a Lender

		
	 By
	 	                 /s/ Jane E. McGrath

		 	 Name:
	 	    Jane E. McGrath
		 	 Title:
	 	    Vice President


  

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	 ROYAL BANK OF CANADA,
 as an Existing Lender and a Lender

		
	 By
	 	                 /s/ Dustin Craven

		 	 Name:
	 	     Dustin Craven

		 	 Title:
	 	     Authorized Signatory



  

 Signature Page 









					
	CREDIT SUISSE, CAYMAN ISLANDS BRANCH (F/K/A CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH), as an Existing Lender and a Lender
			
	 By
	 	  	 	    /s/ Bill O’Daly
		 	 Name:
	 	    Bill O’Daly
		 	 Title:
	 	    Director


  

					
	 By
	 	  	 	     /s/ Cassandra Droogan

		 	 Name:
	 	    Cassandra Droogan
		 	 Title:
	 	    Vice President


  

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	 UBS LOAN FINANCE LLC, 
 as an
Existing Lender and a Lender

			
	 By
	 	  	 	     /s/ Richard L. Tavrow

		 	 Name:
	 	     Richard L. Tavrow

		 	 Title:
	 	     Director



  

					
	 By
	 	  	 	     /s/ Toba Lumbantobing

		 	 Name:
	 	    Toba Lumbantobing
		 	 Title:
	 	    Associate Director


  

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	 EMIGRANT SAVINGS BANK,
 as an Existing
Lender and a Lender

			
	By	 	  	 	    /s/ Patricia Goldstein
		 	Name:	 	    Patricia Goldstein
		 	Title:	 	    Senior Executive Vice President


  

 Signature Page 









					
	 UNITED OVERSEAS BANK LIMITED, NEW YORK AGENCY, 
 as an Existing Lender and a Lender

			
	 By
	 	  	 	     /s/ George Lim

		 	 Name:
	 	    George Lim
		 	 Title:
	 	    FVP & General Manager


  

					
	 By
	 	  	 	     /s/ Mario Sheng

		 	 Name:
	 	     Mario Sheng

		 	 Title:
	 	     AVP



  

 Signature Page 









					
	 HSBC BANK USA, NATIONAL ASSOCIATION,
 as a New Lender and a Lender

			
	By	 	  	 	    /s/ Robert P. Reynolds
		 	Name:	 	    Robert P. Reynolds
		 	Title:	 	    First Vice President


  

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	 RAYMOND JAMES BANK, FSB,
 as a New Lender and a Lender

			
	 By
	 	  	 	     /s/ Thomas F. Macina

		 	 Name:
	 	    Thomas F. Macina
		 	 Title:
	 	    Vice President


  

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	 SOCIÉTÉ GÉNÉRALE,
 as a New Lender and a Lender

			
	By	 	  	 	    /s/ Mark Vigil
		 	Name:	 	    Mark Vigil
		 	Title:	 	    Managing Director


  

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	 CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH,
 as a New Lender and a Lender

			
	By	 	  	 	    /s/ Jim C.Y. Chen
		 	Name:	 	    Jim C.Y. Chen
		 	Title:	 	    Vice President & General Manager


  

 Signature Page 








 CONSENT 
 Dated as of July 24, 2006 
 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 by such Amendment. 
  

					
	GUARANTORS:
	
	DIGITAL REALTY TRUST, INC.
			
	 By
	 	  	 	     /s/ Michael F. Foust

		 	 Name:
	 	    Michael F. Foust
		 	 Title:
	 	    Chief Executive Officer


  

					
	DIGITAL SERVICES, INC.
			
	 By
	 	  	 	     /s/ Michael F. Foust

		 	 Name:
	 	    Michael F. Foust
		 	 Title:
	 	    Chief Executive Officer


  

									
	GLOBAL ASML, LLC
		
	 By:
	 	     DIGITAL REALTY TRUST, L.P., 
     its member and manager

			
		 	 By:
	 	     DIGITAL REALTY TRUST, INC., 
     its sole general partner

					
		 		 	 By
	 	  	 	 /s/ Michael F. Foust

		 		 		 	 Name:
	 	     Michael F. Foust

		 		 		 	 Title:
	 	     Chief Executive Officer



  

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	GLOBAL LAFAYETTE STREET HOLDING COMPANY, LLC
		
	By:	 	    DIGITAL REALTY TRUST, L.P.,
		 	     its member and manager

			
		 	By:	 	    DIGITAL REALTY TRUST, INC.,
		 		 	     its sole general partner

				
		 		 	By	 	/s/ Michael F. Foust
		 		 		 	 Name:
	 	    Michael F. Foust
		 		 		 	 Title:
	 	    Chief Executive Officer
	
	GLOBAL LAFAYETTE STREET, LLC
		
	By:	 	     GLOBAL LAFAYETTE STREET
     HOLDING COMPANY, 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/ Michael F. Foust

		 		 		 		 	 Name:
	 	     Michael F. Foust

		 		 		 		 	 Title:
	 	     Chief Executive Officer

	
	GIP FAIRMONT HOLDING COMPANY, LLC
		
	By:	 	    DIGITAL REALTY TRUST, L.P.,
		 	     its member and manager

			
		 	By:	 	    DIGITAL REALTY TRUST, INC.
		 		 	     its sole general partner

				
		 		 	By	 	/s/ Michael F. Foust
		 		 		 	Name:	 	    Michael F. Foust
		 		 		 	Title:	 	    Chief Executive Officer


  

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	GIP FAIRMONT, LLC
		
	By:	 	    GIP FAIRMONT HOLDING COMPANY, 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/ Michael F. Foust

		 		 		 		 	 Name:
	 	     Michael F. Foust

		 		 		 		 	 Title:
	 	     Chief Executive Officer

	
	 GLOBAL INNOVATION SUNSHINE
 HOLDINGS LLC

		
	By:	 	    DIGITAL REALTY TRUST, L.P.,
		 	     its member and manager

			
		 	By:	 	    DIGITAL REALTY TRUST, INC.,
		 		 	     its sole general partner

				
		 		 	By	 	                 /s/ Michael F. Foust

		 		 		 	 Name:
	 	     Michael F. Foust

		 		 		 	 Title:
	 	     Chief Executive Officer

	
	GLOBAL GOLD CAMP, LLC
		
	By:	 	    GLOBAL GOLD CAMP HOLDING
		 	     COMPANY, 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/ Michael F. Foust

		 		 		 		 	 Name:
	 	     Michael F. Foust

		 		 		 		 	 Title:
	 	     Chief Executive Officer



  

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	GLOBAL GOLD CAMP HOLDING COMPANY, LLC
		
	By:	 	     DIGITAL REALTY TRUST, L.P., 
     its member and manager

			
		 	By:	 	     DIGITAL REALTY TRUST, INC.,
     its sole general partner

				
		 		 	 By
	 	                 /s/ Michael F. Foust

		 		 		 	 Name:
	 	     Michael F. Foust

		 		 		 	 Title:
	 	    Chief Executive Officer


  

									
	DIGITAL 833 CHESTNUT, LLC
		
	By:	 	     DIGITAL REALTY TRUST, L.P.,
     its member and manager

			
		 	By:	 	     DIGITAL REALTY TRUST, INC.,
     its sole general partner

				
		 		 	By	 	                 /s/ Michael F. Foust

		 		 		 	Name:	 	    Michael F. Foust
		 		 		 	Title:	 	    Chief Executive Officer


  

									
	DIGITAL CONCORD CENTER, LLC
		
	By:	 	 DIGITAL REALTY TRUST, L.P.,
 its member and manager

			
		 	By:	 	     DIGITAL REALTY TRUST, INC.,
     its sole general partner

				
		 		 	By	 	                 /s/ Michael F. Foust

		 		 		 	Name:	 	    Michael F. Foust
		 		 		 	Title:	 	    Chief Executive Officer


  

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	DIGITAL PRINTER SQUARE, LLC
		
	By:	 	    DIGITAL REALTY TRUST, L.P.,
		 	     its member and manager

			
		 	By:	 	    DIGITAL REALTY TRUST, INC.,
		 		 	     its sole general partner

				
		 		 	 By
	 	                 /s/ Michael F. Foust

		 		 		 	 Name:
	 	     Michael F. Foust

		 		 		 	 Title:
	 	     Chief Executive Officer

	
	GLOBAL KATO HG, LLC
		
	By:	 	    DIGITAL REALTY TRUST, L.P.,
		 	       its member and manager

			
		 	By:	 	    DIGITAL REALTY TRUST, INC.,
		 		 	     its sole general partner

				
		 		 	By	 	                 /s/ Michael F. Foust

		 		 		 	 Name:
	 	     Michael F. Foust

		 		 		 	 Title:
	 	     Chief Executive 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/ Michael F. Foust

		 		 		 		 	 Name:
	 	     Michael F. Foust

		 		 		 		 	 Title:
	 	     Chief Executive Officer



  

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	DRT GREENSPOINT, LLC
		
	By:	 	    DIGITAL REALTY TRUST, L.P.,
		 	     its member and manager

			
		 	By:	 	DIGITAL REALTY TRUST, INC.,
		 		 	 its sole general partner

				
		 		 	 By
	 	             /s/ Michael
F. Foust

		 		 		 	 Name:
	 	 Michael F. Foust

		 		 		 	 Title:
	 	 Chief Executive Officer

	
	DIGITAL GREENSPOINT, LLC
		
	By:	 	    DIGITAL REALTY TRUST, L.P.,
		 	     its member and manager

			
		 	By:	 	DIGITAL REALTY TRUST, INC.,
		 		 	 its sole general partner

				
		 		 	By	 	             /s/ Michael
F. Foust

		 		 		 	 Name:
	 	 Michael F. Foust

		 		 		 	 Title:
	 	 Chief Executive Officer

	
	DIGITAL 113 N. MYERS, LLC
		
	By:	 	    DIGITAL REALTY TRUST, L.P.,
		 	     its member and manager

			
		 	By:	 	DIGITAL REALTY TRUST, INC.,
		 		 	 its sole general partner

				
		 		 	By	 	             /s/ Michael F.
Foust

		 		 		 	 Name:
	 	 Michael F. Foust

		 		 		 	 Title:
	 	 Chief Executive Officer



  

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	DIGITAL 125 N. MYERS, LLC
		
	By:	 	    DIGITAL REALTY TRUST, L.P.,
		 	     its member and manager

			
		 	By:	 	DIGITAL REALTY TRUST, INC.,
		 		 	 its sole general partner

				
		 		 	 By
	 	             /s/ Michael
F. Foust

		 		 		 	 Name:
	 	 Michael F. Foust

		 		 		 	 Title:
	 	 Chief Executive Officer

	
	DIGITAL TORONTO BUSINESS TRUST
		
	By	 	             /s/ Michael
F. Foust

		 	 Name:
	 	 Michael F. Foust

		 	 Title:
	 	 Trustee and President

	
	DIGITAL AQUILA, LLC
		
	By:	 	DIGITAL REALTY TRUST, L.P.,
		 	 its member and manager

			
		 	By:	 	DIGITAL REALTY TRUST, INC.,
		 		 	 its sole general partner

				
		 		 	By	 	             /s/ Michael F.
Foust

		 		 		 	 Name:
	 	 Michael F. Foust

		 		 		 	 Title:
	 	 Chief Executive Officer



  

 Signature Page