Prepared by R.R. Donnelley Financial -- EX-10.28




 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



  
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	DIGITAL LUXEMBOURG II S.À R.L.,
	a Luxembourg Société 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 Luxembourg Société 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 Luxembourg Société 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 French Société civile immobiliere

		
	    By:	 	 /s/ A. William Stein

		 	Name: A. William Stein, duly authorized



  
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	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 Luxembourg Société 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



  
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	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



  
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	ADMINISTRATIVE AGENT:
	
	        CITIBANK, N.A.
		
	        By:	 	         /s/ John C. Rowland

		 	Name: John C. Rowland
		 	Title: Vice President



  
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	CITIBANK, N.A.,
	as a Lender
		
	By:	 	         /s/ John C. Rowland

		 	Name: John C. Rowland
		 	Title: Vice President



  
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	CITIBANK, N.A., SINGAPORE BRANCH,
	 as a Lender

		
	By:	 	 /s/ Ajay Sharma

		 	Name: Ajay Sharma
		 	Title: Managing Director



  
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	CITIBANK INTERNATIONAL PLC,
	as a Lender
		
	By:	 	 /s/ Mark Lightbown

		 	Name: Mark Lightbown
		 	Title: Vice President



  
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	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



  
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	BANK OF AMERICA, N.A.
	as a Lender
		
	By:	 	 /s/ William P. Foley

		 	Name: William P. Foley
		 	Title: Vice President



  
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	JPMORGAN CHASE BANK, N.A.
	as a Lender
		
	By:	 	 /s/ Kimberly Turner

		 	Name: Kimberly Turner
		 	Title: Executive Director



  
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	BARCLAYS BANK PLC,
	as a Lender
		
	By:	 	 /s/ Noam Azachi

		 	Name: Noam Azachi
		 	Title: Vice President



  
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	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



  
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	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



  
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	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



  
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	Goldman Sachs Bank USA,
	as a Lender
		
	By:	 	 /s/ Michelle Latzoni

		 	Name: Michelle Latzoni
		 	Title: Authorized Signatory



  
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	ROYAL BANK OF CANADA,
	as a Lender
		
	By:	 	 /s/ Brian Gross

		 	Name: Brian Gross
		 	Title: Authorized Signatory



  
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	WELLS FARGO BANK, NATIONAL ASSOCIATION,
	as a Lender
		
	By:	 	 /s/ Kevin A. Stacker

		 	Name: Kevin A. Stacker
		 	Title: Vice President



  
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	COMPASS BANK,
	as a Lender
		
	By:	 	 /s/ Brian Tuerff

		 	Name: Brian Tuerff
		 	Title: Senior Vice President



  
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	HSBC BANK USA, N.A.
	as a Lender
		
	By:	 	 /s/ Adriana Collins

		 	Name: Adrianna Collins
		 	Title: Vice President



  
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	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



  
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	SUNTRUST BANK,
	as a Lender
		
	By:	 	 /s/ Nancy B. Richards

		 	Name: Nancy B. Richards
		 	Title: Senior Vice President



  
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	THE ROYAL BANK OF SCOTLAND PLC,
	as a Lender
		
	By:	 	 /s/ Jeannine Pascal

		 	Name: Jeannine Pascal
		 	Title: Vice President



  
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	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



  
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	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



  
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	TD Bank, N.A.,
	 as a Lender

		
	By:	 	 /s/ Michael J. Pappas

		 	Name: Michael J. Pappas
		 	Title: Vice President



  
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	MORGAN STANLEY BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Nick Zangari

		 	Name: Nick Zangari
		 	Title: Authorized Signatory



  
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	SUMITOMO MISUI BANKING CORPORATION,
	as a Lender
		
	By:	 	 /s/ William G. Karl

		 	Name: William G. Karl
		 	Title: General Manager



  
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	US BANK NATIONAL ASSOCIATION, a national banking association,
	as a Lender
		
	By:	 	 /s/ Michael Diemer

		 	Name: Michael Diemer
		 	Title: Vice President



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

		 	Name: Amit Shah
		 	Title: Vice President



  
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	AUSTRALIAN AND NEW ZEALAND BANKING GROUP,
	as a Lender
		
	By:	 	 /s/ Grace Irvin

		 	Name: Grace Irvin
		 	Title: Director



  
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	BRANCH BANKING AND TRUST COMPANY,
	as a Lender
		
	By:	 	 /s/ Ahaz A. Armstrong

		 	Name: Ahaz A. Armstrong
		 	Title: Assistant Vice President



  
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	RAYMOND JAMES BANK, N.A.,
	as a Lender
		
	By:	 	 /s/ Thomas G. Scott

		 	Name: Thomas G. Scott
		 	Title: Senior Vice President



  
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	CITY NATIONAL BANK, a national banking association
	as a Lender
		
	By:	 	 /s/ John Finnigan

		 	Name: John Finnigan
		 	Title: Senior Vice President



  
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 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