6. Debt of the Operating Partnership

A summary of outstanding indebtedness of the Operating Partnership as of March 31, 2013 and December 31, 2012 is as follows (in thousands):



Indebtedness	Interest Rate at March 31, 2013		Maturity Date		Principal Outstanding March 31, 2013		Principal Outstanding December 31, 2012
Global revolving credit facility	Various	⁽¹⁾	Nov. 3, 2015		$ 546,649	⁽²⁾	$ 723,729	⁽²⁾

Unsecured term loan	Various	⁽³⁾⁽⁹⁾	Apr. 16, 2017		$ 747,830	⁽⁴⁾	$ 757,839

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
5.250% notes due 2021	5.250%		Mar. 15, 2021		400,000		400,000
3.625% notes due 2022	3.625%		Oct. 1, 2022		300,000		300,000
4.250% notes due 2025	4.250%		Jan. 17, 2025		607,920	⁽¹⁰⁾	-
Unamortized discounts					(15,948)		(11,779)
Total senior notes, net of discount					2,166,972		1,563,221

Total unsecured senior notes, net of discount					2,341,972		1,738,221

Exchangeable senior debentures:

5.50% exchangeable senior debentures due 2029	5.500%		Apr. 15, 2029	⁽⁵⁾	266,400		266,400

Total exchangeable senior debentures					266,400		266,400


Indebtedness	Interest Rate at March 31, 2013		Maturity Date	Principal Outstanding March 31, 2013		Principal Outstanding December 31, 2012

Mortgage loans:
Secured Term Debt (6)(7)	5.65%		Nov. 11, 2014	135,225		135,991
200 Paul Avenue 1-4 (7)	5.74%		Oct. 8, 2015	72,159		72,646
Mundells Roundabout	3-month GBP LIBOR + 1.20%	⁽⁹⁾	Nov. 30, 2013	65,085	⁽¹⁰⁾	69,612	⁽¹⁰⁾
2045 & 2055 LaFayette Street (7)	5.93%		Feb. 6, 2017	64,364		64,621
34551 Ardenwood Boulevard 1-4 (7)	5.95%		Nov. 11, 2016	52,718		52,916
1100 Space Park Drive (7)	5.89%		Dec. 11, 2016	52,689		52,889
600 West Seventh Street	5.80%		Mar. 15, 2016	50,777		51,174
150 South First Street (7)	6.30%		Feb. 6, 2017	50,640		50,830
360 Spear Street (7)	6.32%		Nov. 8, 2013	46,352		46,613
2334 Lundy Place (7)	5.96%		Nov. 11, 2016	38,342		38,486
Clonshaugh Industrial Estate II (8)	3-month EURIBOR + 4.50%	⁽⁹⁾	Sep. 4, 2014	38,457	⁽¹¹⁾	39,579	⁽¹¹⁾
1500 Space Park Drive (7)	6.15%		Oct. 5, 2013	35,104		35,682
Cressex 1 (12)	5.68%		Oct. 16, 2014	26,586	⁽¹⁰⁾	28,560	⁽¹⁰⁾
Paul van Vlissingenstraat 16	3-month EURIBOR + 1.60%	⁽⁹⁾	Jul. 18, 2013	12,904	⁽¹¹⁾	13,336	⁽¹¹⁾
Chemin de l'Epinglier 2	3-month EURIBOR + 1.50%	⁽⁹⁾	Jul. 18, 2013	9,337	⁽¹¹⁾	9,649	⁽¹¹⁾
Gyroscoopweg 2E-2F	3-month EURIBOR + 1.50%	⁽⁹⁾	Oct. 18, 2013	8,217	⁽¹¹⁾	8,492	⁽¹¹⁾
Manchester Technopark (12)	5.68%		Oct. 16, 2014	8,088	⁽¹⁰⁾	8,688	⁽¹⁰⁾
8025 North Interstate 35	4.09%		Mar. 6, 2016	6,500		6,561
731 East Trade Street	8.22%		Jul. 1, 2020	4,431		4,509
Unamortized net premiums				1,298		1,542

Total mortgage loans, net of premiums				779,273		792,376

Total indebtedness				$ 4,682,124		$ 4,278,565

(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 total commitment amount of the facility.

(2)	Balances as of March 31, 2013 and December 31, 2012 are as follows (balances, in thousands):




Denomination of Draw	Balance as of March 31, 2013		Weighted-average interest rate	Balance as of December 31, 2012		Weighted-average interest rate
U.S. dollar ($)	$ 283,000		1.46%	$ 49,000		2.05%
British pound sterling (£)	-		-	433,195	(b)	1.75%
Euro (€)	84,606	(a)	1.37%	87,074	(b)	1.36%
Singapore dollar (SGD)	29,025	(a)	1.56%	26,191	(b)	1.56%
Australian dollar (AUD)	102,184	(a)	4.32%	93,754	(b)	4.42%
Hong Kong dollar (HKD)	39,479	(a)	1.46%	34,515	(b)	1.53%
Canadian dollar (CAD)	8,355	(a)	2.30%	-		-
Total	$ 546,649		2.00%	$ 723,729		2.05%


	(a)	Based on exchange rates of $1.28 to €1.00, $0.81 to 1.00 SGD, $1.04 to 1.00 AUD, $0.13 to 1.00 HKD and $0.98 to 1.00 CAD as of March 31, 2013.
	(b)	Based on exchange rates of $1.63 to £1.00, $1.32 to €1.00, $0.82 to 1.00 SGD, $1.04 to 1.00 AUD and $0.13 to 1.00 HKD as of December 31, 2012.


(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 March 31, 2013 and December 31, 2012 are as follows (balances, in thousands):


Denomination of Draw	Balance as of March 31, 2013		Weighted-average interest rate	Balance as of December 31, 2012		Weighted-average interest rate
U.S. dollar ($)	$ 410,905		1.65%	$ 410,905		1.66%
Singapore dollar (SGD)	152,785	(a)	1.78%	155,098	(b)	1.77%
British pound sterling (£)	85,261	(a)	1.94%	91,191	(b)	1.94%
Euro (€)	63,454	(a)	1.57%	65,305	(b)	1.56%
Australian dollar (AUD)	35,425	(a)	4.51%	35,340	(b)	4.57%
Total	$ 747,830		1.84%	$ 757,839		1.84%


	(a)	Based on exchange rates of $0.81 to 1.00 SGD, $1.52 to £1.00, $1.28 to €1.00 and $1.04 to 1.00 AUD as of March 31, 2013.

	(b)	Based on exchange rates of $0.82 to 1.00 SGD, $1.63 to £1.00, $1.32 to €1.00 and $1.04 to 1.00 AUD as of December 31, 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, “Derivative Instruments” for further information.


(10)	Based on exchange rate of $1.52 to £1.00 as of March 31, 2013 and $1.63 to £1.00 as of December 31, 2012.


(11)	Based on exchange rate of $1.28 to €1.00 as of March 31, 2013 and $1.32 to €1.00 as of December 31, 2012.


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

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 borrowing 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 on November 3, 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 total commitment amount 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, British pound sterling, Swiss franc and Japanese yen denominations. As of March 31, 2013, borrowings under the global revolving credit facility bore interest at a blended rate of 2.00% comprised of 1.46% (U.S. dollars), 1.37% (Euros), 1.56% (Singapore dollars), 4.32% (Australian dollars), 1.46% (Hong Kong dollars) and 2.30% (Canadian dollars), which are based on 1-month LIBOR, 1-month EURIBOR,1-month SIBOR, 1-month BBR, 1-month HIBOR and 1-month CAD LIBOR, 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 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. As of March 31, 2013, we have capitalized approximately $11.2 million of financing costs related to the global revolving credit facility. As of March 31, 2013, approximately $546.6 million was drawn under this facility and $31.9 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 March 31, 2013, we were in compliance with all of such covenants.

Unsecured Term Loan

On April 17, 2012, we closed a $750.0 million senior unsecured multi-currency term loan facility. The 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 British pound sterling denominations with the option to add Hong Kong dollars and Japanese 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 March 31, 2013, the balance outstanding is approximately $747.8 million. We have used borrowings under the term loan for acquisitions, repayment of indebtedness, development, working capital and general corporate purposes. The covenants under this loan are consistent with our global revolving credit facility. As of March 31, 2013, we have capitalized approximately $5.3 million of financing costs related to the unsecured term loan.

Senior Notes

4.250% Notes due 2025

On January 18, 2013, Digital Stout Holding, LLC, a wholly-owned subsidiary of Digital Realty Trust, L.P., issued £400.0 million (or approximately $634.8 million based on the exchange rate of £1.00 to $1.59 on January 18, 2013) aggregate principal amount of its 4.250% Guaranteed Notes due 2025, or the 2025 notes. The 2025 Notes are senior unsecured obligations of Digital Stout Holding, LLC and are fully and unconditionally guaranteed by the Company and the Operating Partnership. Interest on the 2025 notes is payable semiannually in arrears at a rate of 4.250% per annum. The net proceeds from the offering after deducting the original issue discount of approximately $4.8 million and underwriting commissions and estimated expenses of approximately $5.8 million was approximately $624.2 million. We used the net proceeds from this offering to temporarily repay borrowings under our global revolving credit facility. The 2025 Notes have been reflected net of discount in the condensed consolidated balance sheet. The indenture governing the 2025 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 the unsecured debt. At March 31, 2013, we were in compliance with each of these financial covenants.

The table below summarizes our debt maturities and principal payments as of March 31, 2013 (in thousands):


	Global Revolving Credit Facility (1)	Unsecured Term Loan	Prudential Shelf Facility	Senior Notes	Exchangeable Senior Debentures (2)	Mortgage Loans (3)	Total Debt
Remainder of 2013	$ -	$ -	$ 33,000	$ -	$ -	$ 185,654	$ 218,654
2014	-	-	-	-	266,400	214,084	480,484
2015	546,649	-	67,000	375,000	-	75,493	1,064,142
2016	-	-	25,000	-	-	191,979	216,979
2017	-	747,830	50,000	-	-	108,395	906,225
Thereafter	-	-	-	1,807,920	-	2,370	1,810,290
Subtotal	$ 546,649	$ 747,830	$ 175,000	$ 2,182,920	$ 266,400	$ 777,975	$ 4,696,774
Unamortized discount	-	-	-	(15,948)	-	-	(15,948)
Unamortized premium	-	-	-	-	-	1,298	1,298
Total	$ 546,649	$ 747,830	$ 175,000	$ 2,166,972	$ 266,400	$ 779,273	$ 4,682,124


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

(3)

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 March 31, 2013, we provided limited recourse guarantees with respect to approximately $38.5 million of the outstanding mortgage indebtedness, and partial letter of credit support with respect to approximately an additional $34.7 million of the outstanding mortgage indebtedness (based on exchange rates as of March 31, 2013).