DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2012 and 2011

(unaudited)

6. Debt of the Operating Partnership

A summary of outstanding indebtedness of the Operating Partnership as of September 30, 2012 and December 31, 2011 is as follows (in thousands):



Indebtedness	Interest Rate at September 30, 2012		Maturity Date		Principal Outstanding September 30, 2012		Principal Outstanding December 31, 2011
Global revolving credit facility	Various	(1)	Nov. 3, 2015		$ 526,372	(2)	$ 275,106	(2)

Unsecured term loan	Various	(3)(9)	Apr. 16, 2017		$ 754,935	(4)	$ -

Unsecured senior notes:
Prudential Shelf Facility:
Series B	9.320%		Nov. 5, 2013		33,000		33,000
Series C	9.680%		Jan. 6, 2016		25,000		25,000
Series D	4.570%		Jan. 20, 2015		50,000		50,000
Series E	5.730%		Jan. 20, 2017		50,000		50,000
Series F	4.500%		Feb. 3, 2015		17,000		17,000
Total Prudential Shelf Facility					175,000		175,000
Senior Notes:
4.50% notes due 2015	4.500%		Jul. 15, 2015		375,000		375,000
5.875% notes due 2020	5.875%		Feb. 1, 2020		500,000		500,000
5.25% notes due 2021	5.250%		Mar. 15, 2021		400,000		400,000
3.625% notes due 2022	3.625%		Oct. 1, 2022		300,000		-
Unamortized discounts					(12,119)		(8,928)
Total senior notes, net of discount					1,562,881		1,266,072
Total unsecured senior notes, net of discount					1,737,881		1,441,072

5.50% exchangeable senior debentures due 2029	5.50%		Apr. 15, 2029	(5)	266,400		266,400
Total exchangeable senior debentures					266,400		266,400

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2012 and 2011

(unaudited)



Indebtedness	Interest Rate at September 30, 2012		Maturity Date		Principal Outstanding September 30, 2012		Principal Outstanding December 31, 2011
Mortgage loans:
Secured Term Debt (6)(7)	5.65%		Nov. 11, 2014		136,726		138,828
200 Paul Avenue 1-4 (7)	5.74%		Oct. 8, 2015		73,114		74,458
Mundells Roundabout	3-month GBP LIBOR + 1.20%	(9)	Nov. 30, 2013		69,235	(10)	66,563	(10)
2045 & 2055 LaFayette Street (7)	5.93%		Feb. 6, 2017		64,864		65,551
34551 Ardenwood Boulevard 1-4 (7)	5.95%		Nov. 11, 2016		53,102		53,627
1100 Space Park Drive (7)	5.89%		Dec. 11, 2016		53,078		53,609
1350 Duane Avenue/3080 Raymond Street (7)	5.42%		Oct. 1, 2012	(13)	-		52,800
600 West Seventh Street	5.80%		Mar. 15, 2016		51,566		52,709
150 South First Street (7)	6.30%		Feb. 6, 2017		51,008		51,508
360 Spear Street (7)	6.32%		Nov. 8, 2013		46,862		47,569
114 Rue Ambroise Croizat	3-month EURIBOR + 1.35%		Jan. 18, 2012	(13)	-		39,483	(11)
2334 Lundy Place (7)	5.96%		Nov. 11, 2016		38,621		39,003
Clonshaugh Industrial Estate II (8)	3-month EURIBOR + 4.50%	(9)	Sep. 4, 2014		38,580	(11)	38,883	(11)
1500 Space Park Drive (7)	6.15%		Oct. 5, 2013		36,247		37,875
Unit 9, Blanchardstown Corporate Park	3-month EURIBOR + 1.35%		Jan. 18, 2012	(13)	-		33,946	(11)
Cressex 1 (12)	5.68%		Oct. 16, 2014		28,529	(10)	27,786	(10)
1201 Comstock Street (7)	1-month LIBOR + 3.50%		Jun. 24, 2012	(13)	-		16,163
Paul van Vlissingenstraat 16	3-month EURIBOR + 1.60%	(9)	Jul. 18, 2013		13,053	(11)	13,319	(11)
2805 Lafayette Street (7)(14)	1-month LIBOR + 4.75%		Jun. 9, 2013	(13)	-		10,000
Chemin de l'Epinglier 2	3-month EURIBOR + 1.50%	(9)	Jul. 18, 2013		9,444	(11)	9,636	(11)
Gyroscoopweg 2E-2F	3-month EURIBOR + 1.50%	(9)	Oct. 18, 2013		8,312	(11)	8,480	(11)
Manchester Technopark (12)	5.68%		Oct. 16, 2014		8,679	(10)	8,453	(10)
8025 North Interstate 35	4.09%		Mar. 6, 2017		6,621		-
731 East Trade Street	8.22%		Jul. 1, 2020		4,586		4,806
Unamortized net premiums					2,258		2,077
Total mortgage loans, net of premiums					794,485		947,132
Other secured loan:
2805 Lafayette Street Mezzanine (7)(14)	1-month LIBOR + 8.50%		Jun. 9, 2013	(13)	-		10,500
Total other secured loan					-		10,500
Total indebtedness					$ 4,080,073		$ 2,940,210


(1)	The interest rate for borrowings under the global revolving credit facility equals the applicable index plus a margin of 125 basis points which is based on the credit rating of our long-term debt. An annual facility fee of 25 basis points, which is based on the credit rating of our long-term debt, is due and payable quarterly on the unused portion of the facility.


2)	Balances as of September 30, 2012 and December 31, 2011 are as follows (balances, in thousands):



Denomination of Draw	Balance as of September 30, 2012		Weighted-average interest rate	Balance as of December 31, 2011		Weighted-average interest rate
US ($)	$ -		0.00%	$ 194,000		1.54%
British Sterling (£)	447,018	(a)	1.79%	49,892	(b)	1.99%
Singapore Dollar (SGD)	21,183	(a)	1.56%	28,151	(b)	1.56%
Australian Dollar (AUD)	39,021	(a)	4.83%	3,063	(b)	5.89%
Hong Kong Dollar (HKD)	19,150	(a)	1.55%	-		-
Total	$ 526,372		1.99%	$ 275,106		1.67%


	(a)	Based on exchange rates of $1.62 to £1.00, $0.81 to 1.00 SGD, $1.04 to 1.00 AUD and $0.13 to 1.00 HKD, respectively, as of September 30, 2012.
	(b)	Based on exchange rates of $1.55 to £1.00, $0.77 to 1.00 SGD and $1.02 to 1.00 AUD, respectively, as of December 31, 2011.


(3)	Interest rates are based on our senior unsecured debt ratings and are currently 145 basis points over the applicable index for floating rate advances.


(4)	Balances as of September 30, 2012 are as follows (balances, in thousands):



Denomination of Draw	Balance as of September 30, 2012			Weighted-average interest rate
U.S. Dollar ($)	$	410,905			1.67	%
Singapore Dollar (SGD)		154,391	(a)		1.81	%
British Pound Sterling (£)		90,697	(a)		1.97	%
Euro (€)		63,657	(a)		1.57	%
Australian Dollar (AUD)		35,285	(a)		5.03	%

	$	754,935			1.89	%


	(a)	Based on exchange rates of $0.81 to 1.00 SGD, $1.62 to £1.00, $1.29 to €1.00 and $1.04 to 1.00 AUD, respectively, as of September 30, 2012.

(5)

The holders of the debentures have the right to require the Operating Partnership to repurchase the debentures in cash in whole or in part for a price of 100% of the principal amount plus accrued and unpaid interest on each of April 15, 2014, April 15, 2019 and April 15, 2024. We have the right to redeem the debentures in cash for a price of 100% of the principal amount plus accrued and unpaid interest commencing on April 18, 2014.


(6)	This amount represents six mortgage loans secured by our interests in 36 NE 2nd Street, 3300 East Birch Street, 100 & 200 Quannapowitt Parkway, 300 Boulevard East, 4849 Alpha Road, and 11830 Webb Chapel Road. Each of these loans is cross-collateralized by the six properties.


(7)	The respective borrower’s assets and credit are not available to satisfy the debts and other obligations of affiliates or any other person.


(8)	The Operating Partnership or its subsidiary provides a limited recourse guarantee with respect to this loan.


(9)	We have entered into interest rate swap agreements as a cash flow hedge for interest generated by these US LIBOR, EURIBOR and GBP LIBOR based loans as well as the U.S. Dollar and Singapore Dollar tranches of the unsecured term loan. See note 13 for further information.


(10)	Based on exchange rate of $1.62 to £1.00 as of September 30, 2012 and $1.55 to £1.00 as of December 31, 2011.


(11)	Based on exchange rate of $1.29 to €1.00 as of September 30, 2012 and $1.30 to €1.00 as of December 31, 2011.


(12)	These loans are also secured by a £7.8 million letter of credit. These loans are cross-collateralized by the two properties.



(13)	These loans were repaid in full: 114 Rue Ambroise Croizat (January 2012), Unit 9, Blanchardstown Corporate Park (January 2012), 1201 Comstock Street (April 2012), 2805 Lafayette Street (May 2012), 2805 Lafayette Street Mezzanine (May 2012) and 1350 Duane Avenue/3080 Raymond Street (September 2012). Net loss from early extinguishment of debt related to write-off of unamortized deferred loan costs on 1201 Comstock Street, 2805 Lafayette Street and 2805 Lafayette Street Mezzanine amounted to $0.3 million for both the three and nine months ended September 30, 2012.
(14)	Property formerly referred to as 800 Central Expressway.

Global Revolving Credit Facility

On November 3, 2011, the Operating Partnership replaced its corporate and Asia Pacific revolving credit facilities with an expanded revolving credit facility, which we refer to as the global revolving credit facility, increasing its total capacity to $1.5 billion from $850 million. The global revolving credit facility has an accordion feature that would enable us to increase the borrowing capacity of the credit facility to $2.25 billion, subject to the receipt of lender commitments. On August 10, 2012, we increased the aggregate commitments under our global revolving credit facility from $1.5 billion to $1.8 billion, pursuant to the partial exercise of the accordion feature. The renewed facility matures in November 2015, with a one-year extension option. The interest rate for borrowings under the expanded facility equals the applicable index plus a margin which is based on the credit rating of our long-term debt and is currently 125 basis points. An annual facility fee on the unused portion of the facility, based on the credit rating of our long-term debt and currently 25 basis points, is payable quarterly. Funds may be drawn in U.S., Canadian, Singapore, Australian and Hong Kong dollars, as well as Euro, Pound Sterling, Swiss Franc and Japanese yen denominations. As of September 30, 2012, borrowings under the global revolving credit facility bore interest at a blended rate of 1.79% (GBP), 1.56% (Singapore Dollars), 4.83% (Australian Dollars) and 1.55% (Hong Kong Dollars), which are based on 1-month GBP LIBOR, 1-month SIBOR, 1-month BBR and 1-month HIBOR, respectively, plus a margin of 1.25%. We have used and intend to use available borrowings under the global revolving credit facility to acquire additional properties, fund development and redevelopment opportunities and to provide for working capital and other corporate purposes, including potentially for the repurchase, redemption or retirement of outstanding debt or preferred equity securities. We capitalized approximately $11.2 million of financing costs related to the global revolving credit facility. As of September 30, 2012, approximately $526.4 million was drawn under this facility and $22.4 million of letters of credit were issued.

The global revolving credit facility contains various restrictive covenants, including limitations on our ability to incur additional indebtedness, make certain investments or merge with another company, and requirements to maintain financial coverage ratios, including with respect to unencumbered assets. In addition, the global revolving credit facility restricts Digital Realty Trust, Inc. from making distributions to its stockholders, or redeeming or otherwise repurchasing shares of its capital stock, after the occurrence and during the continuance of an event of default, except in limited circumstances including as necessary to enable Digital Realty Trust, Inc. to maintain its qualification as a REIT and to minimize the payment of income or excise tax. As of September 30, 2012, we were in compliance with all of such covenants.

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)

September 30, 2012 and 2011

(unaudited)

Unsecured Term Loan

On April 17, 2012, we closed a new $750.0 million senior unsecured multi-currency term loan facility. The new facility matures on April 16, 2017. Interest rates are based on our senior unsecured debt ratings and are currently 145 basis points over the applicable index for floating rate advances. Funds may be drawn in U.S, Singapore and Australian dollars, as well as Euro and Pound Sterling denominations with the option to add Hong Kong dollars and Yen upon an accordion exercise, subject to the receipt of lender commitments. We had the ability to delay draw up to $250.0 million for up to 90 days from the date of closing. As of June 30, 2012, we had drawn approximately $525 million of the available facility based on exchange rates in effect at the time of each draw. An additional $225 million was drawn against the facility during July 2012 based on exchange rates in effect at the time of the draws. Based on exchange rates in effect at September 30, 2012, the balance outstanding is approximately $754.9 million. We have used borrowings under the term loan for acquisitions, repayment of indebtedness, development and redevelopment, working capital and general corporate purposes. The covenants under this loan are consistent with our global revolving credit facility. We capitalized approximately $5.3 million of financing costs related to the unsecured term loan.

3.625% Notes due 2022

On September 24, 2012, the Operating Partnership issued $300.0 million in aggregate principal amount of notes, maturing on October 1, 2022 with an interest rate of 3.625% per annum (the 2022 Notes). The purchase price paid by the initial purchasers was 98.684% of the principal amount. The 2022 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. Interest on the 2022 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2013. The net proceeds from the offering after deducting the original issue discount of approximately $3.9 million and underwriting commissions and expenses of approximately $3.0 million was approximately $293.1 million. We used the net proceeds from this offering to temporarily repay borrowings under our global revolving credit facility. The 2022 Notes have been reflected net of discount in the condensed consolidated balance sheet. The indenture governing the 2022 Notes contains certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50, and also requires us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At September 30, 2012, we were in compliance with each of these financial covenants.

The table below summarizes our debt maturities and principal payments as of September 30, 2012 (in thousands):



	Global Revolving Credit Facility (1)	Unsecured Term Loan	Unsecured Senior Notes	Senior Notes	Exchangeable Senior Debentures (3)	Mortgage Loans (2)	Total Debt
Remainder of 2012	$ -	$ -	$ -	$ -	$ -	$ 3,765	$ 3,765
2013	-	-	33,000	-	-	193,837	226,837
2014	-	-	-	-	266,400	216,388	482,788
2015	526,372	-	67,000	375,000	-	75,493	1,043,865
2016	-	-	25,000	-	-	191,979	216,979
Thereafter	-	754,935	50,000	1,200,000	-	110,765	2,115,700
Subtotal	$ 526,372	$ 754,935	$ 175,000	$ 1,575,000	$ 266,400	$ 792,227	$ 4,089,934
Unamortized discount	-	-	-	(12,119)	-	-	(12,119)
Unamortized premium	-	-	-	-	-	2,258	2,258
Total	$ 526,372	$ 754,935	$ 175,000	$ 1,562,881	$ 266,400	$ 794,485	$ 4,080,073


(1)	Subject to a one-year extension option exercisable by us. The bank group is obligated to grant the extension option provided we give proper notice, we make certain representations and warranties and no default exists under the global revolving credit facility.

(2)

Our mortgage loans are generally non-recourse to us, subject to carve-outs for specified actions by us or specified undisclosed environmental liabilities. As of September 30, 2012, we provided limited recourse guarantees with respect to approximately $38.6 million of the outstanding mortgage indebtedness, and partial letter of credit support with respect to approximately an additional $37.2 million of the outstanding mortgage indebtedness (based on exchange rates as of September 30, 2012).


(3)	Assumes maturity of the 2029 Debentures at their first redemption date in April 2014.