7. Debt of the Operating Partnership

A summary of outstanding indebtedness of the Operating Partnership as of March 31, 2014 and December 31, 2013 is as follows (in thousands):



Indebtedness	Interest Rate at March 31, 2014		Maturity Date		Principal Outstanding March 31, 2014		Principal Outstanding December 31, 2013
Global revolving credit facility	Various	(1)	Nov. 3, 2017		$ 790,500	(2)	$ 724,668	(2)

Unsecured term loan	Various	(3)(8)	Apr. 16, 2017		$ 1,026,891	(4)	$ 1,020,984	(4)

Unsecured senior notes:
Prudential Shelf Facility:
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					142,000		142,000

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		300,000
4.25% notes due 2025	4.250%		Jan. 17, 2025		666,480	(9)	662,280	(9)
Unamortized discounts					(14,632)		(15,048)
Total senior notes, net of discount					2,226,848		2,222,232

Total unsecured senior notes, net of discount					2,368,848		2,364,232

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, 2014	Maturity Date	Principal Outstanding March 31, 2014		Principal Outstanding December 31, 2013

Mortgage loans:
Secured Term Debt (6)(7)	5.65%	Nov. 11, 2014	$ 132,157		$ 132,966
200 Paul Avenue 1-4 (7)	5.74%	Oct. 8, 2015	70,198		70,713
2045 & 2055 LaFayette Street (7)	5.93%	Feb. 6, 2017	63,351		63,623
34551 Ardenwood Boulevard 1-4 (7)	5.95%	Nov. 11, 2016	51,942		52,152
1100 Space Park Drive (7)	5.89%	Dec. 11, 2016	51,904		52,115
600 West Seventh Street	5.80%	Mar. 15, 2016	49,127		49,548
150 South First Street (7)	6.30%	Feb. 6, 2017	49,896		50,097
2334 Lundy Place (7)	5.96%	Nov. 11, 2016	37,778		37,930
Cressex 1 (10)	5.68%	Oct. 16, 2014	28,636	(9)	28,583	(9)
636 Pierce Street	5.27%	Apr. 15, 2023	-	(11)	26,327
8025 North Interstate 35	4.09%	Mar. 6, 2016	6,251		6,314
Manchester Technopark (10)	5.68%	Oct. 16, 2014	8,712	(9)	8,695	(9)
731 East Trade Street	8.22%	Jul. 1, 2020	4,101		4,186
Unamortized net premiums			689		2,359
Total mortgage loans, net of premiums			554,742		585,608

Total indebtedness			$ 5,007,381		$ 4,961,892

(1)

The interest rate for borrowings under the global revolving credit facility equals the applicable index plus a margin of 110 basis points, which is based on the credit rating of our long-term debt. An annual facility fee of 20 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. Two six-month extensions are available, which we may exercise if certain conditions are met.

(2)

Balances as of March 31, 2014 and December 31, 2013 are as follows (balances, in thousands):



Denomination of Draw	Balance as of March 31, 2014		Weighted-average interest rate	Balance as of December 31, 2013		Weighted-average interest rate

Floating Rate Borrowing (a)

U.S. dollar ($)	$ 397,000		1.25%	$ 466,000		1.27%
British pound sterling (£)	126,631	(c)	1.60%	-		-
Euro (€)	74,353	(c)	1.33%	78,335	(d)	1.33%
Australian dollar (AUD)	73,185	(c)	3.73%	67,212	(d)	3.70%
Hong Kong dollar (HKD)	66,677	(c)	1.31%	57,390	(d)	1.31%
Japanese yen (JPY)	13,174	(c)	1.20%	12,858	(d)	1.21%
Canadian dollar (CAD)	34,480	(c)	2.32%	14,873	(d)	2.32%
Total	$ 785,500		1.60%	$ 696,668		1.53%

Base Rate Borrowing (b)

U.S. dollar ($)	$ 5,000		3.35%	$ 28,000		3.35%

Total borrowings	$ 790,500		1.61%	$ 724,668		1.60%

(a)

The interest rates for floating rate borrowings under the global revolving credit facility equal the applicable index plus a margin of 110 basis points, which is based on the credit rating of our long-term debt.

(b)

The interest rates for base rate borrowings under the global revolving credit facility equal the U.S. Prime Rate plus a margin of 10 basis points, which is based on the credit rating of our long-term debt.

(c)

Based on exchange rates of $1.67 to £1.00, $1.38 to €1.00, $0.93 to 1.00 AUD, $0.13 to 1.00 HKD, $0.01 to 1.00 JPY and $0.90 to 1.00 CAD, respectively, as of March 31, 2014.

(d)

Based on exchange rates of $1.37 to €1.00, $0.89 to 1.00 AUD, $0.13 to 1.00 HKD, $0.01 to 1.00 JPY and $0.94 to 1.00 CAD, respectively, as of December 31, 2013.

(3)

Interest rates are based on our senior unsecured debt ratings and are 120 basis points over the applicable index for floating rate advances. Two six-month extensions are available, which we may exercise if certain conditions are met.

(4)

Balances as of March 31, 2014 and December 31, 2013 are as follows (balances, in thousands):


Denomination of Draw	Balance as of March 31, 2014		Weighted-average interest rate		Balance as of December 31, 2013		Weighted-average interest rate
U.S. dollar ($)	$ 410,905		1.36%	(b)	$ 410,905		1.37%	(d)
Singapore dollar (SGD)	181,710	(a)	1.42%	(b)	180,918	(c)	1.40%	(d)
British pound sterling (£)	201,485	(a)	1.72%		200,216	(c)	1.72%
Euro (€)	137,001	(a)	1.43%		136,743	(c)	1.43%
Australian dollar (AUD)	95,790	(a)	3.82%		92,202	(c)	3.78%
Total	$ 1,026,891		1.68%	(b)	$ 1,020,984		1.67%	(d)

(a)

Based on exchange rates of $0.80 to 1.00 SGD, $1.67 to £1.00, $1.38 to €1.00 and $0.93 to 1.00 AUD, respectively, as of March 31, 2014.

(b)

As of March 31, 2014, the weighted-average interest rate reflecting interest rate swaps was 1.92% (U.S. dollar), 2.00% (Singapore dollar) and 2.01% (Total). See Note 14 for further discussion on interest rate swaps.

(c)

Based on exchange rates of $0.79 to 1.00 SGD, $1.66 to £1.00, $1.37 to €1.00 and $0.89 to 1.00 AUD, respectively, as of December 31, 2013.

(d)

As of December 31, 2013, the weighted-average interest rate reflecting interest rate swaps was 1.92% (U.S. dollar), 2.00% (Singapore dollar) and 2.00% (Total). See Note 14 for further discussion on interest rate swaps.

(5)

The 2029 Debentures were redeemed in April 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)

We have entered into interest rate swap agreements as a cash flow hedge for interest generated by the U.S. dollar and Singapore dollar tranches of the unsecured term loan. See note 14 for further information.

(9)

Based on exchange rate of $1.67 to £1.00 as of March 31, 2014 and $1.66 to £1.00 as of December 31, 2013.

(10)

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

(11)

On March 5, 2014, we contributed this property to our joint venture with an investment fund managed by Prudential Real Estate Investors which was formed in September 2013. Also on March 5, 2014, the joint venture assumed the debt and repaid in full the outstanding balance of $26.1 million on the mortgage loan.

Global Revolving Credit Facility

On August 15, 2013, the Operating Partnership refinanced its revolving credit facility, which we refer to as the global revolving credit facility, increasing its total borrowing capacity to $2.0 billion from $1.8 billion. The global revolving credit facility has an accordion feature that would enable us to increase the borrowing capacity of the credit facility to $2.55 billion, subject to the receipt of lender commitments and other conditions precedent. The refinanced facility matures on November 3, 2017, with two six-month extension options. 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 110 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 20 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, Japanese yen and Mexican peso denominations. As of March 31, 2014, borrowings under the global revolving credit facility bore interest at an overall blended rate of 1.61% comprised of 1.25% (U.S. dollars), 1.60% (British pound sterling), 1.33% (Euros), 3.73% (Australian dollars), 1.31% (Hong Kong dollars), 1.20% (Japanese yen) and 2.32% (Canadian dollars). The interest rates are based on 1-month LIBOR, 1-month GBP LIBOR, 1-month EURIBOR, 1-month BBR, 1-month HIBOR, 1-month JPY LIBOR and 1-month CDOR, respectively, plus a margin of 1.10%. The facility also bore a base borrowing rate of 3.35% (USD) which is based on U.S. Prime Rate plus a margin of 0.10%. 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 equity securities. As of March 31, 2014, we have capitalized approximately $18.0 million of financing costs related to the global revolving credit facility. As of March 31, 2014, approximately $790.5 million was drawn under this facility and $23.1 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, 2014, we were in compliance with all of such covenants.

Unsecured Term Loan

On August 15, 2013, we refinanced the senior unsecured multi-currency term loan facility, increasing its total borrowing capacity to $1.0 billion from $750.0 million, and pursuant to the accordion feature total commitments can be increased up to $1.1 billion, subject to the receipt of lender commitments and other conditions precedent. The facility matures on April 16, 2017, with two six-month extension options. Interest rates are based on our senior unsecured debt ratings and are currently 120 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. Based on exchange rates in effect at March 31, 2014, the balance outstanding is approximately $1,026.9 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 and, as of March 31, 2014, we were in compliance with all of such covenants. As of March 31, 2014, we have capitalized approximately $8.4 million of financing costs related to the unsecured term loan.

Exchangeable Senior Debentures

5.50% Exchangeable Senior Debentures due 2029

On April 20, 2009, the Operating Partnership issued $266.4 million of its 5.50% exchangeable senior debentures due April 15, 2029 (the 2029 Debentures). Costs incurred to issue the 2029 Debentures were approximately $7.8 million. These costs were amortized over a period of five years, which represented the estimated term of the 2029 Debentures, and are included in deferred financing costs, net in the condensed consolidated balance sheet. The 2029 Debentures were general unsecured senior obligations of the Operating Partnership, ranked equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and were fully and unconditionally guaranteed by Digital Realty Trust, Inc.

Interest was payable on October 15 and April 15 of each year beginning October 15, 2009 until the maturity date of April 15, 2029. The 2029 Debentures bore interest at 5.50% per annum and were exchangeable for shares of Digital Realty Trust, Inc. common stock at an exchange rate that was initially 23.2558 shares per $1,000 principal amount of 2029 Debentures. The exchange rate on the 2029 Debentures was subject to adjustment for certain events, including, but not limited to, certain dividends on Digital Realty Trust, Inc. common stock in excess of $0.33 per share per quarter (the “reference dividend”). Effective December 11, 2013, the exchange rate had been adjusted to 25.5490 shares per $1,000 principal amount of 2029 Debentures as a result of the aggregate dividends in excess of the reference dividend that Digital Realty Trust, Inc. declared and paid on its common stock beginning with the quarter ended September 30, 2013 and through the quarter ended December 31, 2013. Due to the fact that the exchange feature for the 2029 Debentures had to be settled in the common stock of Digital Realty Trust, Inc., accounting guidance on convertible debt instruments that requires the principal amount to be settled in cash upon conversion did not apply.

On March 17, 2014, we commenced an offer to repurchase, at the option of each holder, any and all of the outstanding 2029 Debentures at a price equal to 100% of the principal amount, as required by the terms of the indenture governing the 2029 Debentures. The repurchase offer expired on April 11, 2014. No 2029 Debentures were repurchased pursuant to this offer. On March 17, 2014, we also distributed a Notice of Redemption to the holders of the 2029 Debentures that the Operating Partnership intended to redeem all of the outstanding 2029 Debentures, pursuant to its option under the indenture governing the 2029 Debentures, on April 18, 2014, at a price equal to 100% of the principal amount, plus accrued and unpaid interest thereon up to the redemption date. In connection with the redemption, holders of the 2029 Debentures had the right to exchange their 2029 Debentures on or prior to April 16, 2014. The 2029 Debentures not surrendered pursuant to the repurchase offer on or prior to April 11, 2014, or for exchange on or prior to April 16, 2014, were redeemed on April 18, 2014.

In connection with the redemption, at the request of the holders that exercised their exchange right pursuant to the terms of the 2029 Debentures, we issued 6,734,938 restricted shares of Digital Realty Trust, Inc. common stock in exchange for approximately $261.2 million in aggregate principal amount of the 2029 Debentures. On April 18, 2014, the Operating Partnership redeemed for cash approximately $5.2 million in aggregate principal amount of the 2029 Debentures pursuant to its option under the indenture governing the 2029 Debentures at a price equal to 100% of the principal amount plus accrued and unpaid interest thereon up to the redemption date.

The table below summarizes our debt maturities and principal payments as of March 31, 2014 (in thousands):


	Global Revolving Credit Facility (1)	Unsecured Term Loan (1)	Prudential Shelf Facility	Senior Notes	Exchangeable Senior Debentures (2)	Mortgage Loans (3)	Total Debt
Remainder of 2014	$ -	$ -	$ -	$ -	$ 266,400	$ 175,817	$ 442,217
2015	-	-	67,000	375,000	-	75,493	517,493
2016	-	-	25,000	-	-	191,979	216,979
2017	790,500	1,026,891	50,000	-	-	108,395	1,975,786
2018	-	-	-	-	-	593	593
Thereafter	-	-	-	1,866,480	-	1,776	1,868,256
Subtotal	$ 790,500	$ 1,026,891	$ 142,000	$ 2,241,480	$ 266,400	$ 554,053	$ 5,021,324
Unamortized discount	-	-	-	(14,632)	-	-	(14,632)
Unamortized premium	-	-	-	-	-	689	689
Total	$ 790,500	$ 1,026,891	$ 142,000	$ 2,226,848	$ 266,400	$ 554,742	$ 5,007,381

(1)

Subject to two six-month extension options exercisable by us. The bank group is obligated to grant the extension options provided we give proper notice, we make certain representations and warranties and no default exists under the global revolving credit facility and the unsecured term loan, as applicable.

(2)

The 2029 Debentures were redeemed 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, 2014, we provided partial letter of credit support with respect to approximately $37.3 million of the outstanding mortgage indebtedness (based on exchange rates as of March 31, 2014).