SEC Filing | Digital Realty Trust

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Post-Effective Amendment No. 1 to Form 10

As filed with the Securities and Exchange Commission on September 3, 2010

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Post-Effective Amendment No. 1

FORM 10

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

DIGITAL REALTY TRUST, L.P.

(Exact name of registrant as specified in its charter)


Maryland		20-2402955
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

560 Mission Street, Suite 2900 San Francisco, CA		94105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 738-6500

Securities to be registered pursuant to Section 12(b) of the Act:


Title of each class to be so registered		Name of each exchange on which each class is to be registered
N/A		N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Units of Partnership Interest

(Title of class)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large-accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x Smaller reporting company ¨

DIGITAL REALTY TRUST, L.P.

TABLE OF CONTENTS


		PAGE NO.
ITEM 1.	Business	1

ITEM 1A.	Risk Factors	6

ITEM 2.	Financial Information	24

ITEM 3.	Properties	53

ITEM 4.	Security Ownership of Certain Beneficial Owners and Management	59

ITEM 5.	Directors and Executive Officers	59

ITEM 6.	Executive Compensation	63

ITEM 7.	Certain Relationships and Related Transactions, and Director Independence	85

ITEM 8.	Legal Proceedings	88

ITEM 9.	Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters	88

ITEM 10.	Recent Sales of Unregistered Securities	89

ITEM 11.	Description of Registrant’s Securities to be Registered	92

ITEM 12.	Indemnification of Directors and Officers	97

ITEM 13.	Financial Statements and Supplementary Data	99

ITEM 14.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	195

ITEM 15.	Financial Statements and Exhibits	195

SIGNATURES		198

EXHIBIT INDEX

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to Form 10, or this Amendment, is being filed by the registrant to amend the registrant’s registration statement on Form 10, as initially filed with the Securities and Exchange Commission on June 25, 2010 and as amended by pre-effective Amendment No. 1 filed on August 4, 2010 (File No. 000-54023), or the Original Filing. This Amendment amends the Original Filing in its entirety to add additional disclosure in response to comments received from the staff of the Securities and Exchange Commission and to update the Original Filing to reflect the registrant’s results of operations as of the registrant’s most recent fiscal quarter ended June 30, 2010.

ITEM 1.

BUSINESS

General

Digital Realty Trust, L.P., a Maryland limited partnership, is the entity through which Digital Realty Trust, Inc., a Maryland corporation, conducts its business and owns its assets. Except where otherwise indicated, as used herein, the terms “we,” “our,” “us” and “the operating partnership” refer to Digital Realty Trust, L.P. together with its consolidated subsidiaries. We refer to Digital Realty Trust, Inc., which is our sole general partner, as our “general partner.” Our general partner operates as a real estate investment trust, or REIT, for federal income tax purposes. We refer to our general partner together with its consolidated subsidiaries (including us) as “our company.”

We target high-quality, strategically located properties containing applications and operations critical to the day-to-day operations of technology industry tenants and corporate enterprise datacenter users, including the information technology, or IT, departments of Fortune 100 and financial services companies. Our tenant base is diversified within the technology industry and reflects a broad spectrum of regional, national and international tenants that are leaders in their respective areas.

At June 30, 2010, we owned 87 properties, excluding one property held as an investment in an unconsolidated joint venture. Our properties are primarily located throughout North America with 14 properties in Europe. Our properties contain a total of approximately 15.2 million net rentable square feet, including approximately 1.9 million square feet held for redevelopment. A significant component of our current and future internal growth is anticipated through the development of our existing space held for redevelopment and through acquisitions of new properties. Our operations and acquisition activities are focused on a limited number of markets where technology industry tenants and corporate datacenter users are concentrated, including the Boston, Chicago, Dallas, Los Angeles, New York Metro, Northern Virginia, Phoenix, San Francisco and Silicon Valley metropolitan areas in the U.S. and the Amsterdam, Dublin, London and Paris markets in Europe. As of June 30, 2010, our portfolio, excluding space held for redevelopment, was approximately 95.0% leased. The types of properties within our focus include:

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Internet gateway datacenters, which serve as hubs for Internet and data communications within and between major metropolitan areas;

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Corporate datacenters, which provide secure, continuously available environments for the storage and processing of critical electronic information. Data centers are used for disaster recovery purposes, transaction processing and to house corporate IT operations;

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Technology manufacturing properties, which contain highly specialized manufacturing environments for such purposes as disk drive manufacturing, semiconductor manufacturing and specialty pharmaceutical manufacturing; and

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Regional or national offices of technology companies that are located in our target markets.

Unlike traditional office and flex/research and development space, the location of and improvements to our facilities are generally essential to our tenants’ businesses, which we believe results in high occupancy levels, long lease terms and low tenant turnover. In addition, many of our properties have tenant improvements that have been installed at our tenants’ expense. The tenant improvements in our facilities are generally readily adaptable for use by similar tenants. We also had approximately 1.9 million square feet available for redevelopment at June 30, 2010.

We were organized in the state of Maryland on July 21, 2004. Our principal executive offices are located at 560 Mission Street, Suite 2900, San Francisco, California 94105. Our telephone number at that location is (415) 738-6500. Our company’s website is located at www.digitalrealtytrust.com. The information found on, or otherwise accessible through, our company’s website is not incorporated into, and does not form a part of, this registration statement on Form 10 or any other report or document we file with or furnish to the United States Securities and Exchange Commission, or the SEC.

Recent Developments

In two settlements on August 30, 2010 and September 1, 2010, our general partner issued an aggregate of 436,539 privately issued shares of its common stock, par value $0.01 per share, to us, and we delivered the shares and paid an aggregate incentive fee equal to $91,062 and aggregate accrued and unpaid interest equal to $25,157 in exchange for $13,847,000 in aggregate principal amount of our 4.125% Exchangeable Senior Debentures due 2026, or the 2026 debentures, held by an institution pursuant to an exchange agreement, dated August 30, 2010, by and among us, our general partner and such institution.

On August 19, 2010, we acquired two fully leased datacenter properties for a purchase price of $50.3 million. The first property is 2950 Zanker Road, located in San Jose, California, and totals approximately 69,700 rentable square feet. The second property is 900 Dorothy Drive, located in Richardson, Texas, and totals over 56,000 rentable square feet. The acquisition was financed with cash on hand and borrowings under our revolving credit facility.

On August 5, 2010, we acquired a 50% interest in two joint ventures that own three buildings for approximately $35.3 million. The buildings are located in Santa Clara, California. The acquisition was financed with cash on hand and borrowings under our revolving credit facility. The properties owned by the joint ventures are subject to $45.5 million in secured indebtedness.

On July 27, 2010, our general partner issued 236,444 privately issued shares of its common stock, par value $0.01 per share, to us, and we delivered the shares and paid an incentive fee equal to $37,516 and accrued and unpaid interest equal to $138,360 in exchange for $7,500,000 in aggregate principal amount of the 2026 debentures held by an institutional investor pursuant to an exchange agreement, dated July 27, 2010, by and among us, our general partner and such institutional investor.

On July 22, 2010, our general partner distributed a Notice of Redemption to all holders of record of its outstanding 8.50% Series A Cumulative Redeemable Preferred Stock, or the Series A Preferred Stock, regarding its redemption of all 4,140,000 outstanding shares of the Series A Preferred Stock at a redemption price of $25.31285 per share. The redemption price was equal to the original issuance price of $25.00 per share, plus accrued and unpaid dividends. The redemption date was August 24, 2010. We funded the redemption with borrowings under our revolving credit facility, which we distributed to our general partner in connection with our redemption of all 4,140,000 of our outstanding 8.50% Series A Cumulative Redeemable Preferred Units held by our general partner.

On July 13, 2010, we completed the acquisition of a five-property datacenter portfolio located in California, Arizona and Virginia, which we refer to as the Rockwood Capital/365 Main Portfolio. The purchase price was approximately $725.0 million and was funded with proceeds from our common stock offering in June 2010 and notes offering in July 2010 along with borrowings under our revolving credit facility. The Rockwood Capital/365 Main Portfolio, which comprises a total of approximately 919,000 square feet and consists of: 365 Main Street, San Francisco, California; 2260 East El Segundo Boulevard, El Segundo, California; 720 2nd Street, Oakland, California; 2121 South Price Road, Chandler, Arizona; and 4030-4050 Lafayette Center Drive, Chantilly, Virginia, was purchased from joint ventures that are majority-owned by affiliates of Rockwood Capital, LLC and managed by 365 Main, Inc. All data centers in the Rockwood Capital/365 Main Portfolio were developed in 2000 or later. The Rockwood Capital/365 Main Portfolio is leased to a diverse roster of over 200 tenants in various industries. Based on information provided by the sellers, we believe that, as of March 31, 2010, approximately 94% of the total square feet available for lease at the buildings in the Rockwood Capital/365 Main Portfolio was occupied. The total square feet available for lease in the Rockwood Capital/365 Main Portfolio is based on a number of factors in addition to contractually leased square feet, including available power, required support space and common area. Our estimate of the percentage of occupied rentable square feet in the Rockwood Capital/365 Main Portfolio may change based on our experience operating the properties. The Rockwood Capital/365 Main Portfolio includes approximately 250,000 square feet of additional new datacenter development potential at 2121 South Price Road in Chandler, Arizona and approximately $13.0 million of uninstalled datacenter infrastructure improvements.

On July 8, 2010, we closed the issuance of $375.0 million in aggregate principal amount of our 4.50% notes due 2015. The purchase price paid by the initial purchasers was 99.697% of the principal amount thereof. The notes are our general unsecured senior obligations, rank equally in right of payment with all our other senior unsecured indebtedness and are fully and unconditionally guaranteed by our general partner. Interest on the notes is payable on January 15 and July 15 of each year, beginning on January 15, 2011. The net proceeds from the offering after deducting the original issue discount, underwriting commissions and estimated expenses was approximately $370.6 million. We used the net proceeds from the offering to fund a portion of the acquisition of the Rockwood Capital/365 Main Portfolio.

Our Competitive Strengths

We believe we distinguish ourselves from other owners, acquirors and managers of technology-related real estate through our competitive strengths, which include:

•

High-Quality Portfolio that is Difficult to Replicate. Our portfolio contains state-of-the-art data center facilities with extensive tenant improvements. Based on current market rents and the estimated replacement costs of our properties and their improvements, we believe that they could not be replicated today on a cost-competitive basis. Our portfolio of corporate and Internet gateway data center facilities is equipped to meet the power and cooling requirements for the most demanding corporate IT applications. Many of the properties in our portfolio are located on major aggregation points formed by the physical presence of multiple major telecommunications service providers, which reduces our tenants’ costs and operational risks and increases the attractiveness of our buildings.

•

Presence in Key Markets. Our portfolio is located in 27 metropolitan areas, including the Chicago, Dallas, Los Angeles, New York/New Jersey, Northern Virginia, Phoenix, San Francisco and Silicon Valley metropolitan areas in the U.S. and the Amsterdam, Dublin, London and Paris markets in Europe, and is diversified so that no one market represented more than 16.3% of the aggregate annualized rent of our portfolio as of June 30, 2010.

•

Proven Ability To Sign New Leases. We have considerable experience in identifying and leasing to new tenants. The combination of our specialized data center leasing team and customer referrals continues to provide a robust pipeline of new tenants. During the year ended December 31, 2009, we commenced new leases totaling approximately 757,000 square feet, which represent approximately $80.1 million in annualized GAAP rent. During the six months ended June 30, 2010, we commenced new leases totaling approximately 280,000 square feet, which represent approximately $27.1 million in annualized GAAP rent. These leases were comprised of Powered Base Buildings^®, Turn-Key Datacenters^®, and ancillary office and other uses.

•

Demonstrated Acquisition Capability. As of June 30, 2010, our portfolio consisted of 87 technology-related real estate properties, excluding one property held through an investment in an unconsolidated joint venture, that we or our predecessor acquired beginning in 2002, for an aggregate of 15.2 million net rentable square feet, including approximately 1.9 million square feet held for redevelopment. We have developed detailed, standardized procedures for evaluating acquisitions, including income producing assets and vacant properties suitable for redevelopment, to ensure that they meet our financial, technical and other criteria. These procedures and our in-depth knowledge of the technology and data center industries allow us to identify strategically located properties and evaluate investment opportunities efficiently and, as appropriate, commit and close quickly. Our broad network of contacts within a highly fragmented universe of sellers and brokers of technology-related real estate enables us to capitalize on acquisition opportunities. As a result, we acquired more than half of our properties before they were broadly marketed by real estate brokers.

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Flexible Datacenter Solutions. We provide flexible, customer oriented solutions designed to meet the needs of technology and corporate data center users, including Turn-Key Datacenter^®, Powered Base Building^® and build-to-suit options. Our Turn-Key Datacenters^® are move-in ready, physically secure facilities with the power and cooling capabilities to support mission-critical IT enterprise applications. We believe our Turn-Key Datacenters^® are effective solutions for tenants that lack the expertise, capital budget or desire to provide their own extensive data center infrastructure, management and security. For tenants that possess the ability to build and operate their own facility, our Powered Base Building^® solution provides the physical location, required power and network access necessary to support a state-of-the-art data center. Our in-house engineering and design and construction professionals can also provide tenants with customized build-to-suit solutions to meet their unique specifications. Our Critical Facilities Management^® services and team of technical engineers and data center operations experts provide 24/7 support for these mission-critical facilities.

•

Differentiating Development Advantages. Our extensive development activity, operating scale and process-based approach to data center design, construction and operations result in significant cost savings and added value for our tenants. We have leveraged our purchasing power by securing global purchasing agreements and developing relationships with major equipment manufacturers, reducing costs and shortening delivery timeframes on key components, including major mechanical and electrical equipment. Utilizing our innovative modular data center design referred to as POD Architecture^®, we deliver what we believe to be a technically superior data center environment at significant cost savings. In addition, by utilizing our POD Architecture^® to develop new Turn-Key Datacenters^® in our existing Powered Base Buildings^®, on average we are able to deliver a fully commissioned facility in just under 30 weeks. Finally, our access to capital allows us to provide financing options for tenants that do not want to invest their own capital.

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Diverse Tenant Base Across a Variety of Industry Sectors. We use our in-depth knowledge of the requirements and trends for Internet and data communications and corporate data center users to market our properties to domestic and

international tenants with specific technology needs. At June 30, 2010, we had approximately 350 tenants across a variety of industry sectors, ranging from information technology and Internet enterprises to financial services, energy and manufacturing companies. Our largest tenant accounted for only approximately 9.7% of the aggregate annualized rent of our portfolio as of June 30, 2010 and no other single tenant accounted for more than approximately 5% of the aggregate annualized rent of our portfolio.

•

Experienced and Committed Management Team and Organization. The senior management team, including the Chairman, of our general partner has an average of over 25 years of experience in the technology or real estate industries, including experience as investors in, advisors to and founders of technology companies. We believe that our company’s senior management team’s extensive knowledge of both the real estate and the technology industries provides us with a key competitive advantage. At June 30, 2010, our company’s senior management team collectively owned common equity interests in us of approximately 1.5%, which aligns our company’s management’s interests with those of our unitholders.

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Long-Term Leases That Complement Our Growth. We have long-term leases with stable cash flows. As of June 30, 2010, our weighted-average lease term was approximately 14 years, with a weighted-average of over seven years remaining, excluding renewal options. Our lease expirations through December 31, 2011 are 10.4% of our net rentable square feet excluding space held for redevelopment as of June 30, 2010.

Business and Growth Strategies

Our primary business objectives are to maximize sustainable long-term growth in earnings, funds from operations and cash flow per unit and to maximize returns to our unitholders. Our business strategies to achieve these objectives are:

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Achieve Superior Returns on Redevelopment Inventory. At June 30, 2010, we had approximately 1.9 million square feet held for redevelopment. At June 30, 2010, approximately 128,000 square feet of our space held for redevelopment was undergoing construction for Turn-Key Datacenter^® space in three U.S. markets and one European market. These projects have sufficient power capacity to meet the power and cooling requirements of today’s advanced data centers. We will continue to build-out our redevelopment portfolio when justified by anticipated returns.

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Capitalize on Acquisition Opportunities. We believe that acquisitions enable us to increase cash flow and create long-term unitholder value. Our relationships with corporate information technology groups, technology tenants and real estate brokers who are dedicated to serving these tenants provide us with ongoing access to potential acquisitions and often enable us to avoid competitive bidding. Furthermore, the specialized nature of technology-related real estate makes it more difficult for traditional real estate investors to understand, which results in reduced competition for acquisitions relative to other property types. We believe this dynamic creates an opportunity for us to obtain better risk-adjusted returns on our capital.

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Access and Use Capital Efficiently. We believe we can increase unitholder returns by effectively accessing and deploying capital. Since our general partner’s initial public offering in 2004, our company has raised over $5.7 billion of capital through common, preferred and convertible preferred equity offerings, two exchangeable debt offerings, two non-exchangeable bond offerings, our revolving credit facility, secured mortgage financings and refinancings and sales of non-core assets. We will endeavor to maintain financial flexibility while using our liquidity and access to capital to support operations, including our acquisition, leasing, development and redevelopment programs, which are important sources of our growth.

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Maximize the Cash Flow of our Properties. We aggressively manage and lease our assets to increase their cash flow. We often acquire properties with substantial in-place cash flow and some vacancy, which enables us to create upside through lease-up. Moreover, many of our properties contain extensive in-place infrastructure or buildout that may result in higher rents when leased to tenants seeking these improvements. We control our costs by negotiating expense pass-through provisions in tenant leases for operating expenses, including power costs and certain capital expenditures. Leases covering approximately 74% of the leased net rentable square feet in our portfolio as of June 30, 2010 required tenants to pay all or a portion of increases in operating expenses, including real estate taxes, insurance, common area charges and other expenses.

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Leverage Strong Industry Relationships. We use our strong industry relationships with national and regional corporate enterprise information technology groups and technology-intensive companies to identify and comprehensively respond to their real estate needs. Our company’s leasing and sales professionals are real estate and technology industry specialists who can develop complex facility solutions for the most demanding corporate data center and other technology tenants.

Competition

various local developers in the U.S., and Global Switch, Centrum and various regional operators in Europe. If our competitors offer space that our tenants or potential tenants perceive to be superior to ours based on numerous factors, including available power, security considerations, location, or connectivity, or if they offer rental rates below current market rates, or below the rental rates we are offering, we may lose tenants or potential tenants or be required to incur costs to improve our properties or reduce our rental rates. In addition, recently many of our competitors have developed or redeveloped additional datacenter space. If the supply of datacenter space continues to increase as a result of these activities or otherwise, rental rates may be reduced or we may face delays in or be unable to lease our vacant space, including space that we develop or redevelop. Finally, if tenants or potential tenants desire services that we do not offer, we may not be able to lease our space to those tenants. Our financial condition, results of operations, cash flow, cash available for distribution, including cash available to pay distributions to our unitholders, and ability to satisfy our debt service obligations could be materially adversely affected as a result of any or all of these factors.

Regulation

General

Office properties in our submarkets are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe that each of our properties as of June 30, 2010 has the necessary permits and approvals to operate its business.

Americans With Disabilities Act

Our properties must comply with Title III of the Americans with Disabilities Act of 1990, or the ADA, to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect.

Environmental Matters

Under various laws relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of hazardous or toxic substances at that property, and may be required to investigate and clean up such contamination at that property or emanating from that property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the liability may be joint and several. Previous owners used some of our properties for industrial and retail purposes, so those properties may contain some level of environmental contamination. The presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability or materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral.

Some of the properties may contain asbestos-containing building materials. Environmental laws require that asbestos-containing building materials be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. These laws may also allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos-containing building materials.

In addition, some of our tenants, particularly those in the biotechnology and life sciences industry and those in the technology manufacturing industry, routinely handle hazardous substances and wastes as part of their operations at our properties, including chemical solvents, medical waste, hydrocarbons, batteries and pesticides. Environmental laws and regulations subject our tenants, and potentially us, to liability resulting from these activities or from previous industrial or retail uses of those properties. Environmental liabilities could also affect a tenant’s ability to make rental payments to us. We require our tenants to comply with these environmental laws and regulations and to indemnify us for any related liabilities.

Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey. None of the recent site assessments revealed any past or present environmental liability that we believe would have a material adverse effect on our business, assets or results of operations. However, the assessments may have failed to reveal all environmental conditions, liabilities or compliance concerns. Material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future; and future laws, ordinances or regulations may impose material additional environmental liability.

Insurance

Employees

As of June 30, 2010, our company had 358 employees. None of these employees are represented by a labor union.

How to Obtain Our SEC Filings

All reports we file with the SEC will be available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. We will also provide copies of our Forms 8-K, 10-K, 10-Q, Proxy Statement, Annual Report and amendments to those documents at no charge to investors upon request and make electronic copies of such reports available through our company’s website at www.digitalrealtytrust.com as soon as reasonably practicable after filing such material with the SEC. The information found on, or otherwise accessible through, our company’s website is not incorporated by reference into, nor does it form a part of, this registration statement on Form 10, or any other document that we file with the SEC.

Offices

Our headquarters are located in San Francisco. We have regional offices in Boston, Chicago, Dallas, Los Angeles, New York, Northern Virginia and Phoenix and international offices in Dublin, London and Paris.

Reports to Security Holders

Digital Realty Trust, Inc. is required to send an annual report to its securityholders and to our unitholders.

ITEM 1A.

RISK FACTORS

Set forth below are the risks that we believe are material to our unitholders. You should carefully consider the following factors in evaluating the operating partnership, our properties and our business. The occurrence of any of the following risks might cause our unitholders to lose all or a part of their investment. Some statements in this registration statement including statements in the following risk factors constitute forward-looking statements. Please refer to the section entitled “Forward-Looking Statements” starting on page 22.

Risks Related to Our Business and Operations

Global economic conditions could adversely affect our liquidity and financial condition.

Recent U.S., European and other international market and economic conditions have been unprecedented and challenging. Significantly tighter credit conditions and recession in all markets in which we own properties and conduct our operations persisted throughout 2009 and such markets have not fully recovered. Continued concerns about the systemic impact of potential wide-spread and long-term recession, energy costs, geopolitical issues, the availability and cost of credit, global financial and mortgage markets, corporate and consumer debt levels and declining residential and commercial real estate markets have contributed to increased market volatility and diminished expectations for the U.S., European and other economies. These conditions, combined with volatile oil prices, declining business and consumer confidence and increased unemployment, continue to contribute to substantial global volatility.

markets and economies may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our tenants. If these market and economic conditions continue, they may limit our ability, and the ability of our tenants, to replace or renew maturing liabilities on a timely basis, access the capital markets to meet liquidity and capital expenditure requirements and may result in adverse effects on our, and our tenants’, financial condition and results of operations.

In addition, our access to funds under our revolving credit facility depends on the ability of the lenders that are parties to such facilities to meet their funding commitments to us. We cannot assure you that continuing long-term disruptions in the global economy and the continuation of tighter credit conditions among, and potential failures or nationalizations of, third party financial institutions as a result of such disruptions will not have an adverse effect on our lenders. If our lenders are not able to meet their funding commitments to us, our business, results of operation, cash flows and financial condition could be adversely affected.

If we do not have sufficient cash flow to continue operating our business and are unable to borrow additional funds, access our revolving credit facility or raise equity or debt capital, we may need to find alternative ways to increase our liquidity. Such alternatives may include, without limitation, curtailing development or redevelopment activity, disposing of one or more of our properties possibly on disadvantageous terms or entering into or renewing leases on less favorable terms than we otherwise would.

Our growth depends on external sources of capital which are outside of our control.

In order for our general partner to maintain its qualification as a REIT, it is required under the Internal Revenue Code of 1986, as amended, which we refer to as the Code, to annually distribute at least 90% of its net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, our general partner will be subject to income tax at regular corporate rates to the extent that it distributes less than 100% of its net taxable income, including any net capital gains. We are required to make distributions to our general partner that will enable it to satisfy this distribution requirement and avoid tax liability. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition or redevelopment financing, from operating cash flow. Consequently, we rely on third-party sources to fund our capital needs. We may not be able to obtain equity or debt financing on favorable terms or at all. Any additional debt we incur will increase our leverage. Our access to third-party sources of capital depends on a number of factors, including general market conditions, the market’s perception of our business prospects and growth potential, our current and expected future earnings, funds from operations and growth thereof, our cash flow and cash distributions, and the market price per share of our general partner’s common stock.

We cannot assure you that we will be able to obtain debt financing at all or on terms favorable or acceptable to us. Further, equity markets have experienced high volatility recently and we cannot assure you that we will be able to raise capital through the sale of equity securities at all or on favorable terms. Sales of equity on unfavorable terms could result in substantial dilution to our unitholders. In addition, we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms.

If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt service obligations or make distributions to our unitholders.

Declining real estate valuations and impairment charges could adversely affect our earnings and financial condition.

We review the carrying value of our properties when circumstances, such as adverse market conditions (including conditions resulting from the recent global economic recession), indicate potential impairment may exist. We base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the real estate investment’s use and eventual disposition. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. These losses have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause us to reevaluate the assumptions used in our impairment analysis. Impairment charges could adversely affect our financial condition, results of operations and cash available for distribution to our unitholders.

Our properties depend upon the demand for technology-related real estate.

Our portfolio of properties consists primarily of technology-related real estate and datacenter real estate in particular. A decrease in the demand for datacenter space, Internet gateway facilities or other technology-related real estate would have a greater adverse effect on our business and financial condition than if we owned a portfolio with a more diversified tenant base or less specialized use. Our substantial

redevelopment activities make us particularly susceptible to general economic slowdowns, including recessions, as well as adverse developments in the corporate datacenter, Internet and data communications and broader technology industries. Any such slowdown or adverse development could lead to reduced corporate IT spending or reduced demand for datacenter space. Reduced demand could also result from business relocations, including to markets that we do not currently serve such as Asia. Changes in industry practice or in technology, such as virtualization technology, more efficient or miniaturization of computing or networking devices, or devices that require higher power densities than today’s devices, could also reduce demand for the physical datacenter space we provide or make the tenant improvements in our facilities obsolete or in need of significant upgrades to remain viable. In addition, the development of new technologies, the adoption of new industry standards or other factors could render many of our tenants’ current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy.

We depend on significant tenants, and many of our properties are single-tenant properties or are currently occupied by single tenants.

As of June 30, 2010, the 20 largest tenants in our property portfolio represented approximately 55% of the total annualized rent generated by our properties. Our largest tenants by annualized rent are Savvis Communications and Equinix Operating Company, Inc. Savvis Communications leased approximately 2.0 million square feet of net rentable space as of June 30, 2010, representing approximately 9.7% of the total annualized rent generated by our properties. Equinix Operating Company, Inc. leased approximately 700,000 square feet of net rentable space as of June 30, 2010, representing approximately 5.0% of the total annualized rent generated by our properties. In addition, 38 of our 87 properties are occupied by single tenants, including properties occupied solely by Savvis Communications and Equinix Operating Company, Inc. Many factors, including consequences of recent global economic conditions, may cause our tenants to experience a downturn in their businesses or otherwise experience a lack of liquidity, which may weaken their financial condition and result in their failure to make timely rental payments or their default under their leases. If any tenant defaults or fails to make timely rent payments, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.

Our tenants may choose to develop new data centers or expand their own existing data centers, which could result in the loss of one or more key tenants or reduce demand for our newly developed data centers, which could have a material adverse effect on our revenues and results of operations.

Our tenants may choose to develop new data centers or expand or consolidate into data centers that we do not own in the future. In the event that any of our key tenants were to do so, it could result in a loss of business to us or put pressure on our pricing. If we lose a tenant, we cannot assure you that we would be able to replace that tenant at a competitive rate or at all, which could have a material adverse effect on our revenues and results of operations.

The bankruptcy or insolvency of a major tenant may adversely affect the income produced by our properties.

If any tenant becomes a debtor in a case under the federal Bankruptcy Code, we cannot evict the tenant solely because of the bankruptcy. In addition, the bankruptcy court might authorize the tenant to reject and terminate its lease with us. Our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease. In either case, our claim for unpaid rent would likely not be paid in full. As of June 30, 2010, we had no material tenants in bankruptcy.

Our revenue and cash available for distribution to our unitholders could be materially adversely affected if any of our significant tenants were to become bankrupt or insolvent, or suffer a downturn in its business, or fail to renew its lease or renew on terms less favorable to us than its current terms.

Our portfolio of properties depends upon local economic conditions and is geographically concentrated in certain locations.

Our properties are located in 27 metropolitan areas. We depend upon the local economic conditions in these markets, including local real estate conditions. Many of these markets experienced downturns in recent years and are currently experiencing downturns as a result of the global economic crisis or other factors. Our operations may also be affected if too many competing properties are built in any of these markets or supply otherwise increases or exceeds demand. Our operations and our revenue and cash available for distribution, including cash available for us to pay distributions to our unitholders, including our general partner, could be materially adversely affected by local economic conditions in these markets. We cannot assure you that these markets will grow or will remain favorable to technology-related real estate.

As of June 30, 2010, our portfolio was geographically concentrated in the following metropolitan markets.


Metropolitan Market	Percentage of 06/30/10 total annualized rent⁽¹⁾
Silicon Valley	16.3	%
New York Metro	12.2	%
Chicago	11.2	%
Northern Virginia	9.6	%
Dallas	8.9	%
Boston	7.3	%
Phoenix	5.7	%
San Francisco	4.6	%
London, England	4.3	%
Los Angeles	4.1	%
Dublin, Ireland	3.1	%
Paris, France	2.5	%
Other	10.2	%

	100.0	%

(1)	Annualized rent is monthly contractual rent under existing leases as of June 30, 2010, multiplied by 12.

In addition, we are currently developing or redeveloping properties in certain of these markets. Any negative changes in real estate, technology or economic conditions in these markets in particular could negatively impact our performance.

Our growth depends upon the successful development of our existing space held for redevelopment and new properties acquired for redevelopment and any delays or unexpected costs in such development may delay and harm our growth prospects, future operating results and financial condition.

We had approximately 1.9 million square feet held for redevelopment at June 30, 2010, including four vacant properties. We are and intend to continue building out a large portion of this space on a speculative basis at significant cost. Our successful development and redevelopment of these projects is subject to many risks, including those associated with:

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delays in construction;

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budget overruns;

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changes to the plans or specifications;

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construction site accidents and other casualties;

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increased prices for raw materials or building supplies;

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lack of availability and/or increased costs for specialized data center components, including long lead time items such as generators;

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financing availability, including our ability to obtain construction financing and permanent financing;

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increases in interest rates or credit spreads;

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labor availability and costs;

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labor disputes and work stoppages with contractors, subcontractors or others that are constructing the project;

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failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors;

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timing of the commencement of rental payments;

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access to sufficient power and related costs of providing such power to our tenants;

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environmental issues;

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fire, flooding, earthquakes and other national disasters;

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geological, construction, excavation and equipment problems; and

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delays or denials of entitlements or permits, including zoning and related permits or other delays resulting from our dependence on the cooperation of public agencies and utility companies.

While we intend to develop data center properties primarily in markets we are familiar with, we may in the future develop properties in new geographic regions where we expect the development of property to result in favorable risk-adjusted returns on our investment. We may not possess the same level of familiarity with development of other property types or other markets, which could adversely affect our ability to develop such properties successfully or at all or to achieve expected performance.

Development and redevelopment activities, regardless of whether they are ultimately successful, typically require a substantial portion of our company’s management’s time and attention. This may distract our company’s management from focusing on other operational activities of our business. If we are unable to complete development or redevelopment projects successfully, our business may be adversely affected.

We may be unable to lease vacant or redevelopment space or renew leases, re-lease space as leases expire.

At June 30, 2010, we owned approximately 1.9 million square feet held for redevelopment. Of this space, we are currently redeveloping 128,000 square feet. We intend to continue to add new space to our redevelopment inventory and to continue to redevelop additional space from this inventory. A substantial portion of the space that we redevelop is, and will continue to be, redeveloped on a speculative basis, meaning that we do not have a signed lease for the space when we begin the redevelopment process. We also develop or redevelop space specifically for tenants pursuant to leases signed prior to beginning the development or redevelopment process. In those cases, if we failed to meet our development or redevelopment obligations under those leases, these tenants may be able to terminate the leases and we would be required to find a new tenant for this space. In addition, in certain circumstances we lease data center facilities prior to their completion. If we fail to complete the facilities in a timely manner, the tenant may be entitled to terminate its lease, seek damages or penalties against us or pursue other remedies and we may be required to find a new tenant for the space. We cannot assure you that once we have redeveloped a space we will be able to successfully lease it at all, or at rates we consider favorable or expected at the time we commenced redevelopment. If we are not able to successfully lease the space that we redevelop, if redevelopment costs are higher than we currently estimate, or if lease rates are lower than expected when we began the project or are otherwise undesirable, our revenue and operating results could be adversely affected.

In addition, as of June 30, 2010, leases representing 10.4% of the square footage of the properties in our portfolio, excluding space held for redevelopment, were scheduled to expire through 2011, and an additional 5.0% of the net rentable square footage excluding space held for redevelopment was available to be leased. Some of this space may require substantial capital investment to meet the power and cooling requirements of today’s advanced data centers, or may no longer be suitable for this use. In addition, we cannot assure you that leases will be renewed or that our properties will be re-leased at all, or at net effective rental rates equal to or above the current average net effective rental rates. If the rental rates for our properties decrease, our existing tenants do not renew their leases, we do not re-lease our available space, including newly redeveloped space and space for which leases are scheduled to expire or it takes longer for us to lease or re-lease this space or for rents to commence on this space, our financial condition, results of operations, cash flow, cash available for distribution, including cash available for us to pay distributions to our unitholders, and ability to satisfy our debt service obligations could be materially adversely affected.

We may be unable to identify and complete acquisitions on favorable terms or at all.

We continually evaluate the market of available properties and may acquire additional technology-related real estate when opportunities exist. Our ability to acquire properties on favorable terms may be exposed to the following significant risks:

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we may be unable to acquire a desired property because of competition from other real estate investors with significant capital, including both publicly traded REITs and institutional investment funds;

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even if we are able to acquire a desired property, competition from other potential acquirors may significantly increase the purchase price or result in other less favorable terms;

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even if we enter into agreements for the acquisition of technology-related real estate, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction;

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we may be unable to finance acquisitions on favorable terms or at all; and

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we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

If we cannot finance property acquisitions on favorable terms, our financial condition, results of operations, cash flow, cash available for distribution, including cash available for us to pay distributions to our unitholders, and ability to satisfy our debt service obligations could be materially adversely affected.

We may be unable to successfully integrate and operate acquired properties.

Even if we are able to make acquisitions on advantageous terms, our ability to successfully operate them may be exposed to the following significant risks:

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we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;

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we may be unable to integrate new acquisitions quickly and efficiently, particularly acquisitions of operating businesses or portfolios of properties, into our existing operations, and our results of operations and financial condition could be adversely affected;

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acquired properties may be subject to reassessment, which may result in higher than expected property tax payments; and

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market conditions may result in higher than expected vacancy rates and lower than expected rental rates.

If we cannot operate acquired properties to meet our financial expectations, our financial condition, results of operations, cash flow, cash available for distribution, including cash available for us to pay distributions to our unitholders, and ability to satisfy our debt service obligations could be materially adversely affected.

We may be unable to source off-market deal flow in the future.

A component of our growth strategy is to continue to acquire additional technology-related real estate. To date, more than half of our acquisitions were acquired before they were widely marketed by real estate brokers, or “off-market.” Properties that are acquired off-market are typically more attractive to us as a purchaser because of the absence of competitive bidding, which could potentially lead to higher prices. We obtain access to off-market deal flow from numerous sources. If we cannot obtain off-market deal flow in the future, our ability to locate and acquire additional properties at attractive prices could be adversely affected.

We have substantial debt and face risks associated with the use of debt to fund our business activities, including refinancing and interest rate risks.

Our total consolidated indebtedness at June 30, 2010 was approximately $2.1 billion, and we may incur significant additional debt to finance future acquisition and development activities. We have a revolving credit facility, which has a borrowing limit based upon a percentage of the value of our unsecured properties included in the facility’s borrowing base. At June 30, 2010, approximately $721.0 million was available under this facility, net of letters of credit. In addition, under our contribution agreement with respect to the 200 Paul Avenue 1-4 and 1100 Space Park Drive properties, we have agreed to make available for guarantee up to $17.8 million of indebtedness and may enter into similar agreements in the future.

Our substantial indebtedness has important consequences in that it currently requires us to dedicate a significant portion of our cash flow from operations to debt service payments, which reduces the availability of our cash flow to fund working capital, capital expenditures, expansion efforts, distributions to our unitholders and other general corporate purposes. Additionally, it could: make it more difficult for us to satisfy our obligations with respect to our indebtedness; limit our ability in the future to undertake refinancings of our debt or obtain financing for expenditures, acquisitions, development or other general corporate purposes on terms and conditions acceptable to us, if at all; or affect adversely our ability to compete effectively or operate successfully under adverse economic conditions.

In addition, we may default on our obligations and the lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases. A foreclosure on one or more of our properties could adversely affect our financial condition, results of operations, cash flow and cash available for distributions to our unitholders. Further, our default under any one of our mortgage loans with cross default provisions could result in a default on other indebtedness. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, a circumstance which could hinder our general partner’s ability to meet the REIT distribution requirements imposed by the Code.

Additional risks related to our indebtedness are described below.

We may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness. It is likely that we will need to refinance at least a portion of our outstanding debt as it matures. If we are unable to refinance or extend principal payments due at maturity or pay them with proceeds of other capital transactions, then our cash flow may not be sufficient in all years to repay all such maturing debt and to pay distributions to our unitholders. Further, if prevailing interest rates or other factors at the time of refinancing (such as the reluctance of lenders to make commercial real estate loans) result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase.

Fluctuations in interest rates could materially affect our financial results and may increase the risk our counterparty defaults on our interest rate hedges. Because a significant portion of our debt bears interest at variable rates, increases in interest rates could materially increase our interest expense. If the United States Federal Reserve increases short-term interest rates, this would have a significant upward impact on shorter-term interest rates, including the interest rates that our variable rate debt is based upon. Potential future increases in interest rates and credit spreads may increase our interest expense and therefore negatively affect our financial condition and results of operations, and reduce our access to capital markets. We have entered into interest rate swap or cap agreements for a significant portion of our floating rate debt. Increased interest rates may increase the risk that the counterparties to our swap agreements will default on their obligations, which could further increase our exposure to interest rate fluctuations. Conversely, if interest rates are lower than our swapped fixed rates, we will be required to pay more for our debt than we would had we not entered into the swap agreements.

Adverse changes in our company’s credit ratings could negatively affect our financing activity. The credit ratings of our senior unsecured long-term debt are based on our company’s operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses of our company. Our company’s credit ratings can affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur. We cannot assure you that our company will be able to maintain our current credit ratings, and in the event our current credit ratings are downgraded, we would likely incur higher borrowing costs and may encounter difficulty in obtaining additional financing. Also, a downgrade in our company’s credit ratings may trigger additional payments or other negative consequences under our current and future credit facilities and debt instruments. For example, if the credit ratings of our senior unsecured long-term debt are downgraded to below investment grade levels, we may not be able to obtain or maintain extensions on certain of our existing debt. Adverse changes in our credit ratings could negatively impact our refinancing and other capital market activities, our ability to manage our debt maturities, our future growth, our financial condition and our development and acquisition activity.

Our revolving credit facility, Prudential shelf facility, 5.875% notes due 2020 and 4.50% notes due 2015 restrict our ability to engage in some business activities. Our revolving credit facility and Prudential shelf facility contain negative covenants and other financial and operating covenants that, among other things:

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restrict our ability to incur additional indebtedness;

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restrict our ability to make certain investments;

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restrict our ability to merge with another company;

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restrict our ability to create, incur or assume liens;

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restrict our ability to make distributions to our unitholders, through a restriction on the ability of our general partner to make distributions to its stockholders;

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require us to maintain financial coverage ratios; and

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require us to maintain a pool of unencumbered assets approved by the lenders.

In addition, our 5.875% notes due 2020, or the 2020 notes, and our 4.50% notes due 2015, or the 2015 notes, are governed by indentures, which contain various restrictive covenants, including limitations on our ability to incur indebtedness and requirements to maintain a pool of unencumbered assets. These restrictions, and the restrictions in our revolving credit facility and Prudential shelf facility, could cause us to default on our 2020 notes, 2015 notes, revolving credit facility or Prudential shelf facility, as applicable, or negatively affect our operations or our ability to pay distributions to our unitholders, including our general partner.

The exchange and repurchase rights of our exchangeable debentures may be detrimental to our unitholders. As of August 20, 2010, we had outstanding $127.8 million aggregate principal amount of 4.125% Exchangeable Senior Debentures due 2026, which we refer to as the 2026 debentures. The 2026 debentures may under certain circumstances be exchanged for cash (up to the principal amount of the exchangeable debentures) and, with respect to any excess exchange value, into cash, shares of our general partner’s common stock or a combination of cash and shares of our general partner’s common stock. The exchange rate of the 2026 debentures is subject to adjustment for certain events, including, but not limited to, certain dividends on our general partner’s common stock in excess of $0.265 per share per quarter, the issuance of certain rights, options or warrants to holders of our general partner’s common stock, subdivisions or combinations of our general partner’s common stock, certain distributions of assets, debt securities, capital stock or cash to holders of our general partner’s common stock and certain tender or exchange offers. The 2026 debentures are redeemable at our option for cash at any time on or after August 18, 2011 and are subject to repurchase for cash at the option of the holder on August 15 in the years 2011, 2016 and 2021, or upon the occurrence of certain events.

In addition, as of August 20, 2010, we had outstanding $266.4 million aggregate principal amount of 5.50% Exchangeable Senior Debentures due 2029, which we refer to as the 2029 debentures. The 2029 debentures are exchangeable for our general partner’s common stock. The exchange rate of the 2029 debentures is subject to adjustment for certain events, including, but not limited to, certain dividends on our general partner’s common stock in excess of $0.33 per share per quarter, the issuance of certain rights, options or warrants to holders of our general partner’s common stock, subdivisions or combinations of our general partner’s common stock, certain distributions of assets, debt securities, capital stock or cash to holders of our general partner’s common stock and certain tender or exchange offers. The 2029 debentures are redeemable at our option for cash at any time on or after April 18, 2014 and are subject to repurchase for cash at the option of the holder on April 15 in the years 2014, 2019 and 2024, or upon the occurrence of certain events.

If the 2026 debentures or 2029 debentures are not exchanged, the repurchase rights of holders of the exchangeable debentures may discourage or impede transactions that might otherwise be in the interest of our unitholders. Further, these exchange or repurchase rights might be triggered in situations where we need to conserve our cash reserves, in which event such repurchase might adversely affect us and our unitholders.

Failure to hedge effectively against interest rate changes may adversely affect results of operations. We seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest cap and interest rate swap agreements. These agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes and that a court could rule that such an agreement is not legally enforceable. Our policy is to use derivatives only to hedge interest rate risks related to our borrowings, not for speculative or trading purposes, and to enter into contracts only with major financial institutions based on their credit ratings and other factors. However, we may choose to change this policy in the future. Including loans currently subject to interest rate caps and swaps, approximately 99.5% of our total indebtedness as of June 30, 2010 was subject to fixed interest rates. We do not currently hedge our revolving credit facility and as our borrowings under our revolving credit facility increase, so will our percentage of indebtedness not subject to fixed rates and our exposure to interest rates increase. Hedging may reduce the overall returns on our investments. Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations.

Volatility in and regulation of the commercial mortgage-backed securities market has limited and may continue to impact the pricing of secured debt. As a result of the recent crisis in the residential mortgage-backed securities markets, the recent global recession, and concerns over the ability to refinance or repay existing commercial mortgage-backed securities as they come due, liquidity previously provided by the commercial mortgage-backed securities and collateralized debt obligations markets has significantly decreased. In addition, the recently adopted Dodd-Frank Wall Street Reform and Consumer Protection Act imposes significant new regulations related to the mortgage-backed securities industry and market participants, which has contributed to uncertainty in the market. The volatility in the commercial mortgage-backed securities market could result in the following adverse effects on our incurrence of secured debt, which could have a materially negative impact on financial condition, results of operations, cash flow and cash available for distributions to our unitholders:

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higher loan spreads;

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tighter loan covenants;

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reduced loan to value ratios and resulting borrower proceeds; and

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higher amortization and reserve requirements.

We have owned certain of our properties for a limited time.

We owned 87 properties at June 30, 2010, excluding one property held as an investment in an unconsolidated joint venture. These properties are primarily located throughout North America and 14 properties are located in Europe. The properties contain a total of approximately 15.2 million net rentable square feet, including 1.9 million square feet held for redevelopment. All the properties have been under our management for less than six years, and we have owned twelve of the properties for less than one year at June 30, 2010. The properties may have characteristics or deficiencies unknown to us that could affect their valuation or revenue potential. We cannot assure you that the operating performance of the properties will not decline under our management. In addition, we have a limited history operating Turn-Key Datacenters^® that we have developed or redeveloped. Because we generally cannot pass operating expenses (other than energy costs) on to our tenants in Turn-Key Datacenters^®, if we incur operating expenses greater than we anticipated based on our limited operating history, our results of operations could be negatively impacted.

We may have difficulty managing our growth.

We have significantly and rapidly expanded the size of our company. For example, during 2009, we acquired six properties and we increased the number and size of our redevelopment activities. Our growth may significantly strain our company’s management, operational and financial resources and systems. In addition, as a reporting company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. The requirements of these rules and regulations will increase our accounting, legal and financial compliance costs and may strain our company’s management and financial, legal and operational resources and systems. An inability to manage our growth effectively or the increased strain on our company’s management of our resources and systems could result in deficiencies in our disclosure controls and procedures or our internal control over financial reporting and could negatively impact our cash available for distribution, including cash available for us to pay distributions to our unitholders.

Tax protection provisions on certain properties could limit our operating flexibility.

We have agreed with the third-party contributors who contributed the direct and indirect interests in the 200 Paul Avenue 1-4 and 1100 Space Park Drive properties to indemnify them against adverse tax consequences if we were to sell, convey, transfer or otherwise dispose of all or any portion of these interests, in a taxable transaction, in these properties. However, we can sell these properties in a taxable transaction if we pay the contributors cash in the amount of their tax liabilities arising from the transaction and tax payments. The 200 Paul Avenue 1-4 and 1100 Space Park Drive properties represented 6.0% of our portfolio’s annualized rent as of June 30, 2010. These tax protection provisions apply for a period expiring on the earlier of November 3, 2013 and the date on which these contributors (or certain transferees) hold less than 25% of the units issued to them in connection with the contribution of these properties to us. Although it may be in our unitholders’ best interest that we sell a property, it may be economically disadvantageous for us to do so because of these obligations. We have also agreed to make up to $17.8 million of debt available for these contributors to guarantee. We agreed to these provisions in order to assist these contributors in preserving their tax position after their contributions.

Potential losses may not be covered by insurance.

We carry comprehensive liability, fire, extended coverage, earthquake, business interruption and rental loss insurance covering all of the properties in our portfolio under various insurance policies. We select policy specifications and insured limits which we believe to be appropriate and adequate given the relative risk of loss, the cost of the coverage and industry practice. We do not carry insurance for generally uninsured losses such as loss from riots, terrorist threats, war or nuclear reaction. Most of our policies, like those covering losses due to floods, are insured subject to limitations involving large deductibles or co-payments and policy limits which may not be sufficient to cover losses. A large portion of the properties we own are located in California, an area especially subject to earthquakes. Together, these properties represented approximately 25% of our portfolio’s annualized rent as of June 30, 2010. While we carry earthquake insurance on our properties, the amount of our earthquake insurance coverage may not be sufficient to fully cover losses from earthquakes. In addition, we may discontinue earthquake or other insurance on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage relative to the risk of loss.

In addition, many of our buildings contain extensive and highly valuable technology-related improvements. Under the terms of our leases, tenants generally retain title to such improvements and are obligated to maintain adequate insurance coverage applicable to such improvements and under most circumstances use their insurance proceeds to restore such improvements after a casualty. In the event of a casualty or other loss involving one of our buildings with extensive installed tenant improvements, our tenants may have

the right to terminate their leases if we do not rebuild the base building within prescribed times. In such cases, the proceeds from tenants’ insurance will not be available to us to restore the improvements, and our insurance coverage may be insufficient to replicate the technology-related improvements made by such tenants. Furthermore, the terms of our mortgage indebtedness at certain of our properties may require us to pay insurance proceeds over to our lenders under certain circumstances, rather than use the proceeds to repair the property.

If we or one or more of our tenants experiences a loss which is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.

We face significant competition, which may decrease or prevent increases of the occupancy and rental rates of our properties.

We compete with numerous developers, owners and operators of real estate and datacenters, many of which own properties similar to ours in the same markets in which our properties are located, including DuPont Fabros Technology, Inc., CRG West and various local developers in the U.S., and Global Switch and various regional operators in Europe. In addition, we may in the future face competition from new entrants into the datacenter market, including new entrants who may acquire our current competitors. Some of our competitors and potential competitors have significant advantages over us, including greater name recognition, longer operating histories, pre-existing relationships with current or potential customers, significantly greater financial, marketing and other resources and more ready access to capital which allow them to respond more quickly to new or changing opportunities. If our competitors offer space that our tenants or potential tenants perceive to be superior to ours based on numerous factors, including available power, security considerations, location, or connectivity, or if they offer rental rates below current market rates, or below the rental rates we are offering, we may lose tenants or potential tenants or be required to incur costs to improve our properties or reduce our rental rates. In addition, recently many of our competitors have developed or redeveloped additional datacenter space. If the supply of datacenter space continues to increase as a result of these activities or otherwise, rental rates may be reduced or we may face delays or be unable to lease our vacant space, including space that we develop or redevelop. Finally, if tenants or potential tenants desire services that we do not offer, we may not be able to lease our space to those tenants. Our financial condition, results of operations, cash flow, cash available for distribution to our unitholders, and ability to satisfy our debt service obligations could be materially adversely affected as a result of any or all of these factors.

Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.

We currently, and may in the future, co-invest with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In that event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments in partnerships, joint ventures, or other entities may, under certain circumstances, involve risks not present when a third party is not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Our joint venture partners may take actions that are not within our control, which would require us to dispose of the joint venture asset or transfer it to a taxable REIT subsidiary in order for our general partner to maintain its status as a REIT. Such investments may also lead to impasses, for example, as to whether to sell a property, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our day-to-day business. Consequently, actions by or disputes with partners or co-venturers may subject properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Finally, we may share information with our third-party partners or co-venturers. Each of these factors may result in returns on these investments being less than we expect or in losses and our financial and operating results may be adversely affected.

Our success depends on key personnel whose continued service is not guaranteed.

We depend on the efforts of key personnel of our company, particularly Michael Foust, our general partner’s Chief Executive Officer, A. William Stein, our general partner’s Chief Financial Officer and Chief Investment Officer, Scott Peterson, our general partner’s Senior Vice President, Acquisitions and Christopher Crosby, our general partner’s Senior Vice President, Corporate Development. They are important to our success for many reasons, including that each has a national or regional reputation in our industry and the investment community that attracts investors and business and investment opportunities and assists us in negotiations with investors, lenders, existing and potential tenants and industry personnel. If we lost their services, our business and investment opportunities and our relationships with lenders and other capital markets participants, existing and prospective tenants and industry personnel could suffer. Many of our company’s other senior employees also have strong technology, finance and real estate industry reputations. As a result, we have greater access to potential acquisitions, financing, leasing and other opportunities, and are better able to negotiate with tenants. As our number of competitors increases, it becomes more likely that a competitor would attempt to hire certain of these individuals away from our company. The loss of any of these key personnel would result in the loss of these and other benefits and could materially and adversely affect our results of operations.

Our properties may not be suitable for lease to datacenter or traditional technology office tenants without significant expenditures or renovations.

Because many of our properties contain tenant improvements installed at our tenants’ expense, they may be better suited for a specific corporate enterprise datacenter user or technology industry tenant and could require modification in order for us to re-lease vacant space to another corporate enterprise datacenter user or technology industry tenant. The tenant improvements may also become outdated or obsolete as the result of technological change, the passage of time or other factors. In addition, our redevelopment space will generally require substantial improvement to be suitable for datacenter use. For the same reason, our properties also may not be suitable for lease to traditional office tenants without significant expenditures or renovations. As a result, we may be required to invest significant amounts or offer significant discounts to tenants in order to lease or re-lease that space, either of which could adversely affect our financial and operating results.

Ownership of properties located outside of the United States subjects us to foreign currency and related risks which may adversely impact our ability to make distributions.

We owned 15 properties located outside of the United States at June 30, 2010. In addition, we are currently considering, and will in the future consider, additional international acquisitions.

The ownership of properties located outside of the United States subjects us to risk from fluctuations in exchange rates between foreign currencies and the U.S. dollar. We expect that our principal foreign currency exposure will be to the British Pound and the Euro. Changes in the relation of these currencies to the U.S. dollar will affect our revenues and operating margins, may materially adversely impact our financial condition, results of operations, cash flow, cash available for distribution, including cash available for us to pay distributions to our unitholders, and ability to satisfy our debt obligations.

We may attempt to mitigate some or all of the risk of currency fluctuation by financing our properties in the local currency denominations, although we cannot assure you that we will be able to do so or that this will be effective. We may also engage in direct hedging activities to mitigate the risks of exchange rate fluctuations.

Our international activities are subject to special risks different than those faced by us in the United States and we may not be able to effectively manage our international business.

We have acquired and developed, and may continue to acquire and develop, properties outside the United States. Our foreign operations involve risks not generally associated with investments in the United States, including:

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our limited knowledge of and relationships with sellers, tenants, contractors, suppliers or other parties in these markets;

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complexity and costs associated with managing international development, redevelopment and operations;

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difficulty in hiring qualified management, sales and construction personnel and service providers in a timely fashion;

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multiple, conflicting and changing legal, regulatory, entitlement and permitting, tax and treaty environments;

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exposure to increased taxation, confiscation or expropriation;

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currency transfer restrictions and limitations on our ability to distribute cash earned in foreign jurisdictions to the United States;

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difficulty in enforcing agreements in non-U.S. jurisdictions, including those entered into in connection with our acquisitions or in the event of a default by one or more of our tenants, suppliers or contractors; and

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political and economic instability, including sovereign credit risk, in certain geographic regions.

Our inability to overcome these risks could adversely affect our foreign operations and could harm our business and results of operations.

We face risks with our international acquisitions associated with investing in unfamiliar markets.

We have acquired and may continue to acquire properties on a strategic and selective basis in international markets that are new to us. When we acquire properties located in these markets, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures, In addition, due diligence, transaction and structuring costs may be higher than those we may face in the United States. We work to mitigate such risks through extensive diligence and research and associations with experienced partners; however, we cannot assure you that all such risks will be eliminated.

Future consolidation in the technology industry could materially adversely affect our revenues by eliminating some of our potential tenants and could make us more dependent on a more limited number of tenants.

Mergers or consolidations of technology companies in the future could reduce the number of our tenants and potential tenants. If our tenants merge with or are acquired by other entities that are not our tenants, they may discontinue or reduce the use of our data centers in the future. Any of these developments could have a material adverse effect on our revenues and results of operations.

We depend on third parties to provide Internet connectivity to the tenants in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow.

We are not a telecommunications carrier. Although our tenants are responsible for providing their own network connectivity, we still depend upon the presence of telecommunications carriers’ fiber networks serving the locations of our data centers in order to attract and retain tenants. We believe that the availability of carrier capacity will directly affect our ability to achieve our projected results. Any carrier may elect not to offer its services within our data centers. Any carrier that has decided to provide Internet connectivity to our data centers may not continue to do so for any period of time. Further, some carriers are experiencing business difficulties or have announced consolidations. As a result, some carriers may be forced to downsize or terminate connectivity within our data centers, which could have an adverse effect on the business of our tenants and, in turn, our own operating results.

Our new data centers require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to our data centers is complex and involves factors outside of our control, including regulatory requirements and the availability of construction resources. If the establishment of highly diverse Internet connectivity to our data centers does not occur, is materially delayed or is discontinued, or is subject to failure, our operating results and cash flow may be materially adversely affected. Any hardware or fiber failures on this network may result in significant loss of connectivity to our data centers. This could negatively affect our ability to attract new tenants or retain existing tenants.

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

Because real estate investments are relatively illiquid and because there may be even fewer buyers for our specialized real estate, our ability to promptly sell properties in our portfolio in response to adverse changes in their performance may be limited, which may harm our financial condition. Further our general partner is subject to provisions in the Code that limit a REIT’s ability to dispose of properties, which limitations are not applicable to other types of real estate companies. In addition, the parties who contributed the 200 Paul Avenue 1-4 and 1100 Space Park Drive properties to us would incur adverse tax consequences upon the sale of these properties. While our general partner has exclusive authority under our limited partnership agreement to determine whether, when, and on what terms to sell a property, any such decision would require the approval of our general partner’s board of directors. See

“Risks Related to Our Organizational Structure—Tax consequences upon sale or refinancing.” These limitations may affect our ability to sell properties. This lack of liquidity and the Code restrictions may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flow, and ability to pay distributions to our unitholders, and our ability to access capital necessary to meet our debt payments and other obligations.

We could incur significant costs related to government regulation and private litigation over environmental matters.

Under various laws relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of hazardous or toxic substances at that property, and may be required to investigate and clean up such contamination at or emanating from that property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the liability may be joint and several. Previous owners used some of our properties for industrial and retail purposes, so those properties may contain some level of environmental contamination. The presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability or materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral.

In addition, some of our tenants, particularly those in the biotechnology and life sciences industry and those in the technology manufacturing industry, routinely handle hazardous substances and wastes as part of their operations at our properties. Environmental laws and regulations subject our tenants, and potentially us, to liability resulting from these activities or from previous industrial or retail uses of those properties. Environmental liabilities could also affect a tenant’s ability to make rental payments to us.

Existing conditions at some of our properties may expose us to liability related to environmental matters.

Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey and the assessments may fail to reveal all environmental conditions, liabilities or compliance concerns. In addition, material environmental conditions, liabilities or compliance concerns may arise after these reviews are completed or may arise in the future. Future laws, ordinances or regulations may impose additional material environmental liability.

We cannot assure you that costs of future environmental compliance will not affect our ability to pay distributions to our unitholders or that such costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.

Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs to remedy the problem.

When excessive moisture accumulates in buildings or on building materials, mold may grow, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants and others if property damage or health concerns arise.

We may incur significant costs complying with the Americans with Disabilities Act and similar laws.

Under the Americans with Disabilities Act of 1990, or the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. We have not conducted an audit or investigation of all of our properties to determine our compliance with the ADA. If one or more of the properties in our portfolio does not comply with the ADA, then we would be required to incur additional costs to bring the property into compliance. Additional federal, state and local laws also may require modifications to our properties, or restrict our ability to renovate our properties. We cannot predict the ultimate cost of compliance with the ADA or other legislation. If we incur substantial costs to comply with the ADA and any other similar legislation, our financial condition, results of operations, cash flow, cash available for distribution, including cash available for us to pay distributions to our unitholders, and ability to satisfy our debt service obligations could be materially adversely affected.

Risks Related to Our Organizational Structure

Our general partner’s duty to its stockholders may conflict with the interests of our unitholders and noteholders.

Conflicts of interest may exist or could arise in the future as a result of the relationships between us or any of our partners, on the one hand, and our general partner, and its stockholders or affiliates, on the other. Our general partner’s directors and officers have duties to our general partner and its stockholders under Maryland law in connection with their management of our general partner. At the same time, our general partner has fiduciary duties under Maryland law to us and to our limited partners in connection with its management of us. Our general partner’s duties as general partner to us and our limited partners may come into conflict with the duties of its directors and officers to it and its stockholders. Under Maryland law, a general partner of a Maryland limited partnership owes its limited partners the duties of good faith, fairness and loyalty, unless the partnership agreement provides otherwise. Our partnership agreement provides that for so long as Digital Realty Trust, Inc. owns a controlling interest in us, any conflict that cannot be resolved in a manner not adverse to either its stockholders or our limited partners will be resolved in favor of Digital Realty Trust, Inc.’s stockholders.

The provisions of Maryland law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been tested in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict Digital Realty Trust, Inc.’s fiduciary duties.

We are also subject to the following additional conflicts of interest with Digital Realty Trust, Inc.’s stockholders:

We may pursue less vigorous enforcement of terms of certain agreements because of conflicts of interest with GI Partners. GI Partners Fund II, LLP, or GI Partners II, owns The tel(x) Group, an operator of “Meet-Me-Room” network interconnection facilities that leases 134,970 square feet from us under 28 lease agreements as of June 30, 2010. Richard Magnuson, the Chairman of our general partner’s board of directors, is and will continue to be, the chief executive officer of the advisor to GI Partners II. In addition, Mr. Magnuson is a manager of the general partner to GI Partners Fund III, L.P., or GI Partners III, which on August 3, 2010 acquired a controlling interest in SoftLayer Technologies, Inc., or SoftLayer. We are party to five leases with SoftLayer, of which one has commenced during the three months ended June 30, 2010 and the remaining four will commence in future periods. In the future, we may enter into additional agreements with The tel(x) Group, SoftLayer or other companies owned by GI Partners II, GI Partners III or other GI Partners funds. We may choose not to enforce, or to enforce less vigorously, our rights under these agreements because of our desire to maintain our ongoing relationship with GI Partners funds and Mr. Magnuson.

Tax consequences upon sale or refinancing. Sales of properties and repayment of certain indebtedness will affect our common unitholders and our general partner’s stockholders differently. The parties who contributed the 200 Paul Avenue 1-4 and 1100 Space Park Drive properties to us would incur adverse tax consequences upon the sale of these properties and on the repayment of related debt which differ from the tax consequences to our general partner and its stockholders. Consequently, these holders of our common units may have different objectives regarding the appropriate pricing and timing of any such sale or repayment of debt. While our general partner has exclusive authority under our limited partnership agreement to determine when to refinance or repay debt or whether, when, and on what terms to sell a property, any such decision would require the approval of our general partner’s board of directors. Certain of our general partner’s directors and executive officers could exercise their influence in a manner inconsistent with the interests of some, or a majority, of such unitholders, including in a manner which could prevent completion of a sale of a property or the repayment of indebtedness.

Our partnership agreement, our general partner’s charter and Maryland law contain provisions that may delay, defer or prevent a change of control of our general partner that may be beneficial to our unitholders.

Our partnership agreement contains provisions that may delay, defer or prevent a change of control transaction. Our partnership agreement provides that our general partner may not engage in any merger, consolidation or other combination with or into another person, any sale of all or substantially all of its assets or any reclassification, recapitalization or change of its outstanding equity interests unless the transaction is approved by the holders of common units and long term incentive units representing at least 35% of the aggregate percentage interests of all holders of common units and long-term incentive units and either:

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all limited partners will receive, or have the right to elect to receive, for each common unit an amount of cash, securities or other property equal to the product of the number of shares of common stock of our general partner into which a common unit is then exchangeable and the greatest amount of cash, securities or other property paid in consideration of each share of common stock of our general partner in connection with the transaction (provided that, if, in connection with the transaction, a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the shares of common stock of our general partner, each holder of common units will receive, or have the right to elect to receive, the greatest amount of cash, securities or other property which such holder would have received if it exercised its right to redemption and received shares of common stock of our general partner in exchange for its common units immediately prior to the expiration of such purchase, tender or exchange offer and thereupon accepted such purchase, tender or exchange offer and the transaction was then consummated); or

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the following conditions are met:

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substantially all of the assets directly or indirectly owned by the surviving entity in the transaction are held directly or indirectly by us or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with us, or the surviving partnership;

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the holders of common units and long-term incentive units own a percentage interest of the surviving partnership based on the relative fair market value of our net assets and the other net assets of the surviving partnership immediately prior to the consummation of such transaction;

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the rights, preferences and privileges of the holders of interests in the surviving partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the surviving partnership; and

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the rights of the limited partners or non-managing members of the surviving partnership include at least one of the following: (i) the right to redeem their interests in the surviving partnership for the consideration available to such persons pursuant to our partnership agreement; or (ii) the right to redeem their interests for cash on terms equivalent to those in effect with respect to their common units immediately prior to the consummation of such transaction (or, if the ultimate controlling person of the surviving partnership has publicly traded common equity securities, for such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the shares of common stock of our general partner).

These provisions may discourage others from trying to acquire control of our general partner and may delay, defer or prevent a change of control transaction that might be beneficial to our unitholders.

Our general partner’s charter and the articles supplementary with respect to its preferred stock contain 9.8% ownership limits. Our general partner’s charter, subject to certain exceptions, authorizes its directors to take such actions as are necessary and desirable to preserve its qualification as a REIT and to limit any person to actual or constructive ownership of no more than 9.8% (by value or by number of shares, whichever is more restrictive) of its outstanding shares of common stock, 9.8% (by value or by number of shares, whichever is more restrictive) of its outstanding shares of any series of preferred stock and 9.8% of the value of its outstanding capital stock. Our general partner’s board of directors, in its sole discretion, may exempt (prospectively or retroactively) a proposed transferee from the ownership limit. However, our general partner’s board of directors may not grant an exemption from the ownership limit to any proposed transferee whose direct or indirect ownership of more than 9.8% of the outstanding shares of its common stock, more than 9.8% of the outstanding shares of any series of preferred stock or more than 9.8% of the value of its outstanding capital stock could jeopardize its status as a REIT. These restrictions on transferability and ownership will not apply if our general partner’s board of directors determines that it is no longer in our general partner’s best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limit may delay, defer or prevent a transaction or a change of control of our general partner that might be beneficial to our unitholders.

Our general partner could increase the number of authorized shares of its stock and issue stock without stockholder approval. Our general partner’s charter authorizes its board of directors, without stockholder approval, to amend the charter to increase the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series that our general partner has authority to issue, to issue authorized but unissued shares of its common stock or preferred stock and, subject to the voting rights of holders of preferred stock, to classify or reclassify any unissued shares of its common stock or preferred stock and to set the preferences, rights and other terms of such classified or reclassified shares. Although our general partner’s board of directors has no such intention at the present time, it could establish a series of preferred stock that could, depending on the terms of such series, delay, defer or prevent a transaction or a change of control of our general partner that might be beneficial to our unitholders.

Certain provisions of Maryland law could inhibit a changes of control of our general partner. Certain provisions of the Maryland General Corporation Law, or MGCL, may have the effect of impeding a third party from making a proposal to acquire our general partner or of impeding a change of control under circumstances that otherwise could be beneficial to our unitholders, including “business combination” provisions and “control share” provisions.

Our general partner has opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of its board of directors, and in the case of the control share provisions of the MGCL pursuant to a provision in its bylaws. However, our general partner’s board of directors may by resolution elect to opt in to the business combination provisions of the MGCL and it may, by amendment to its bylaws, opt in to the control share provisions of the MGCL in the future.

The provisions of our general partner’s charter on removal of directors and the advance notice provisions of the bylaws could delay, defer or prevent a transaction or a change of control of our general partner that might be beneficial to unitholders. Likewise, if our general partner’s board of directors were to opt in to the business combination provisions of the MGCL or the provisions of Title 3, Subtitle 8 of the MGCL not currently applicable to it, or if the provision in its bylaws opting out of the control share acquisition provisions of the MGCL were rescinded, these provisions of the MGCL could have similar anti-takeover effects.

Our general partner may change our investment and financing policies without the approval of our other partners and we may become more highly leveraged, which may increase our risk of default under our debt obligations.

Our general partner’s board of directors adopted a policy limiting its indebtedness, which includes our indebtedness, to 60% of its total enterprise value. Our general partner’s total enterprise value is defined as the sum of the market value of its outstanding common stock (which may decrease, thereby increasing its debt to total enterprise value ratio), excluding options issued under its incentive award plan, plus the liquidation value of its preferred stock, plus the aggregate value of our units not held by it (with the per unit value equal to the market value of one share of our general partner’s common stock and excluding long-term incentive units and Class C units), plus the book value of its total consolidated indebtedness. However, our and our general partner’s organizational documents do not limit the amount or percentage of indebtedness, funded or otherwise, that we or it may incur. Our general partner’s board of directors may alter or eliminate its current policy on borrowing at any time without stockholder or unitholder approval. If this policy changed, we could become more highly leveraged, which could result in an increase in our debt service and which could materially adversely affect our cash flow and our ability to make distributions, including cash available for us to pay distributions to our unitholders, including our general partner. Higher leverage also increases the risk of default on our obligations.

Risks Related to Our General Partner’s Status as a REIT

Failure to qualify as a REIT would have significant adverse consequences to us and our unitholders.

Our general partner has operated and intends to continue operating in a manner that it believes will allow it to qualify as a REIT for federal income tax purposes under the Code. Our general partner has not requested and does not plan to request a ruling from the IRS that it qualifies as a REIT. If our general partner loses its REIT status, it will face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its preferred stockholders or make distributions to its common stockholders, for each of the years involved because:

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our general partner would not be allowed a deduction for distributions to stockholders in computing its taxable income and would be subject to federal income tax at regular corporate rates;

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our general partner also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and

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unless our general partner is entitled to relief under applicable statutory provisions, it could not elect to be taxed as a REIT for four taxable years following the year during which we were disqualified.

In addition, if our general partner fails to qualify as a REIT, it will not be required to make distributions to stockholders, and accordingly, distributions we make to our unitholders could be similarly reduced. As a result of all these factors, our general partner’s failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and would materially adversely affect the value of our units.

Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury Regulations that have been promulgated under the Code is greater in the case of a REIT that, like our general partner, holds its assets through a partnership. Our general partner’s ability to qualify as a REIT may be affected by facts and circumstances that are not entirely within its control. In order to qualify as a REIT, our general partner must satisfy a number of requirements, including requirements regarding the composition of its assets and a requirement that at least 95% of its gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, our general partner must make distributions to stockholders aggregating annually at least 90% of its net taxable income, excluding net capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may materially adversely affect its investors, its ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

Even if our general partner qualifies as a REIT for federal income tax purposes, it may be subject to some federal, state and local taxes on its income or property and, in certain cases, a 100% penalty tax, in the event it sells property as a dealer. In addition, our domestic corporate subsidiary, Digital Services, Inc., which is a taxable REIT subsidiary of our general partner, could be subject to federal and state taxes, and our foreign properties and companies are subject to tax in the jurisdictions in which they operate and are located.

To maintain our general partner’s REIT status, we may be forced to borrow funds on a short-term basis during unfavorable market conditions.

To qualify as a REIT, our general partner generally must distribute to its stockholders at least 90% of its net taxable income each year, excluding capital gains, and our general partner will be subject to regular corporate income taxes to the extent that it distributes less than 100% of its net taxable income each year. In addition, our general partner will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by our general partner in any calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years. While historically our general partner has satisfied these distribution requirements by making cash distributions to its stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, its own stock. Assuming our general partner continues to satisfy these distributions requirements with cash, we may need to borrow funds for our general partner to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments.

The power of our general partner’s board of directors to revoke our general partner’s REIT election without stockholder approval may cause adverse consequences to our unitholders.

Our general partner’s charter provides that its board of directors may revoke or otherwise terminate its REIT election, without the approval of its stockholders, if it determines that it is no longer in our general partner’s best interests to continue to qualify as a REIT. If our general partner ceases to qualify as a REIT, it would become subject to U.S. federal income tax on its taxable income and it would no longer be required to distribute most of its taxable income to its stockholders and accordingly, distributions we make to our unitholders could be similarly reduced.

Forward-Looking Statements

We make statements in this registration statement that are forward-looking statements within the meaning of the federal securities laws. In particular, statements pertaining to our capital resources, portfolio performance, leverage policy, financing plans and acquisition and capital expenditure plans, as well as our discussion of “Factors Which May Influence Future Results of Operations,” contain forward-looking statements. Likewise, all of our statements regarding anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.

Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described (or that they will happen at all). The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:

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the impact of the recent deterioration in global economic, credit and market conditions;

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current local economic conditions in our geographic markets;

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decreases in information technology spending, including as a result of economic slowdowns or recession;

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adverse economic or real estate developments in our industry or the industry sectors that we sell to (including risks relating to decreasing real estate valuations and impairment charges);

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our dependence upon significant tenants;

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bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;

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defaults on or non-renewal of leases by tenants;

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our failure to obtain necessary debt and equity financing;

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increased interest rates and operating costs;

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our failure to repay debt when due or our breach of covenants or other terms contained in our loan facilities and agreements;

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financial market fluctuations;

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changes in foreign currency exchange rates;

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our inability to manage our growth effectively;

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difficulty acquiring or operating properties in foreign jurisdictions;

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our failure to successfully operate acquired or redeveloped properties;

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risks related to joint venture investments, including as a result of our lack of control of such investments;

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delays or unexpected costs in development or redevelopment of properties;

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decreased rental rates or increased vacancy rates;

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increased competition or available supply of data center space;

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our inability to successfully develop and lease new properties and space held for redevelopment;

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difficulties in identifying properties to acquire and completing acquisitions;

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our inability to acquire off-market properties;

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our inability to comply with the rules and regulations applicable to reporting companies;

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our general partner’s failure to maintain its status as a REIT;

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possible adverse changes to tax laws;

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restrictions on our ability to engage in certain business activities;

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environmental uncertainties and risks related to natural disasters;

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changes in foreign laws and regulations, including those related to taxation and real estate ownership and operation; and

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changes in real estate and zoning laws and increases in real property tax rates.

While forward-looking statements reflect our good faith beliefs, they are not guaranties of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes. For a further discussion of these and other factors that could impact our future results, performance or transactions, see the sections above.

ITEM 2.

FINANCIAL INFORMATION

Selected Financial Data

The following table sets forth selected consolidated financial and operating data on an historical basis.

The following data should be read in conjunction with our financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included below in this Form 10.


	Three Months Ended June 30,						Six Months Ended June 30,						Year Ended December 31,
(Dollars in thousands, except unit and per unit data)	2010			2009			2010			2009			2009			2008			2007			2006			2005
	(unaudited)						(unaudited)															(unaudited)
Statement of Operations Data:
Operating Revenues:
Rental	$	157,867		$	125,490		$	310,588		$	243,585		$	510,772		$	404,559		$	319,603		$	221,371		$	150,072
Tenant reimbursements		39,597			29,434			78,655			60,455			125,308			107,503			75,003			50,340			35,720
Other		—			83			—			101			1,062			15,383			641			365			5,829

Total operating revenues		197,464			155,007			389,243			304,141			637,142			527,445			395,247			272,076			191,621
Operating Expenses:
Rental property operating and maintenance		54,406			42,301			107,648			84,874			176,238			151,147			109,225			59,917			39,519
Property taxes		12,748			9,149			25,469			18,360			36,004			31,102			27,181			26,890			20,189
Insurance		1,846			1,488			3,581			2,944			6,111			4,988			5,527			3,682			2,653
Depreciation and amortization		59,860			49,183			117,392			95,487			198,052			172,378			134,419			86,129			55,702
General and administrative (1)		14,289			10,040			25,641			20,142			42,165			38,391			30,786			19,717			12,061
Other		165			—			167			285			783			1,084			431			449			1,355

Total operating expenses		143,314			112,161			279,898			222,092			459,353			399,090			307,569			196,784			131,479

Operating income		54,150			42,846			109,345			82,049			177,789			128,355			87,678			75,292			60,142
Other Income (Expenses):
Equity in earnings of unconsolidated joint venture		955			741			2,933			1,857			2,172			2,369			449			177			—
Interest and other income		34			403			65			646			753			2,106			2,287			1,270			1,274
Interest expense		(33,162	)		(22,495	)		(64,064	)		(41,432	)		(88,442	)		(63,621	)		(67,054	)		(50,598	)		(35,381	)
Tax expense		(534	)		(292	)		(1,250	)		(728	)		(1,038	)		(1,109	)		(814	)		(724	)		(554	)
Loss from early extinguishment of debt		(1,541	)		—			(1,541	)		—			—			(182	)		—			(527	)		(1,021	)

Income from continuing operations		19,902			21,203			45,488			42,392			91,234			67,918			22,546			24,890			24,460
Net income (loss) from discontinued operations		—			—			—			—			—			—			1,395			314			(103	)
Gain on sale of discontinued operations		—			—			—			—			—			—			18,049			18,096			—

Net income		19.902			21,203			45,488			42,392			91,234			67,918			41,990			43,300			24,357
Net (income) loss attributable to noncontrolling interests		(150	)		(74	)		82			(74	)		(140	)		(335	)		—			15			12

Net income attributable to Digital Realty Trust, L.P.		19,752			21,129			45,570			42,318			91,094			67,583			41,990			43,315			24,369
Preferred units distributions		(10,101	)		(10,101	)		(20,202	)		(20,202	)		(40,404	)		(38,564	)		(19,330	)		(13,780	)		(10,014	)

Net income available to common unitholders	$	9,651		$	11,028		$	25,368		$	22,116		$	50,690		$	29,019		$	22,660		$	29,535		$	14,355

Per Unit Data:
Basic income per unit available to common unitholders	$	0.11		$	0.13		$	0.30		$	0.27		$	0.62		$	0.39		$	0.33		$	0.47		$	0.26
Diluted income per unit available to common unitholders	$	0.11		$	0.13		$	0.29		$	0.27		$	0.61		$	0.38		$	0.32		$	0.46		$	0.26
Cash distribution per common unit	$	0.48		$	0.33		$	0.96		$	0.66		$	1.47		$	1.26		$	1.17		$	1.08		$	1.00
Weighted average common units outstanding:
Basic		86,149,647			81,998,567			84,699,431			81,278,297			81,715,226			75,160,263			68,754,024			62,562,820			55,525,443
Diluted		88,295,639			82,728,389			86,687,649			81,668,295			82,785,746			76,766,756			70,799,336			63,870,029			55,760,887

(1)	General and administrative expense includes transactions expense.


				June 30, 2010			December 31,
				June 30, 2010			2009			2008			2007			2006			2005
(in thousands)				(unaudited)									(unaudited)			(unaudited)			(unaudited)
Balance Sheet Data:
Net investments in real estate				$	3,548,642		$	3,157,193		$	2,748,220		$	2,302,500		$	1,736,979		$	1,194,106
Total assets					4,501,032			3,745,059			3,281,045			2,809,791			2,185,783			1,529,170
Revolving credit facility					11,628			205,547			138,579			299,731			145,452			181,000
Unsecured senior notes					200,000			83,000			58,000			—			—			—
Mortgages and other secured loans					1,023,255			1,063,663			1,026,594			895,507			804,686			568,067
5.875% notes due 2020, net of discount					491,746			—			—			—			—			—
4.125% exchangeable senior debentures due 2026, net					131,681			165,834			161,901			158,224			154,786			—
5.50% exchangeable senior debentures due 2029					266,400			266,400			—			—			—			—
Total liabilities					2,469,143			2,110,258			1,705,969			1,673,361			1,320,317			880,228
General partner’s capital					2,020,857			1,586,942			1,553,424			1,053,788			719,386			384,853
Limited partners’ capital					59,512			60,875			71,041			74,356			141,890			262,239
Accumulated other comprehensive income (loss)					(70,845	)		(30,630	)		(53,747	)		3,358			4,190			1,644
Noncontrolling interests in consolidated joint venture					22,365			17,614			4,358			4,928			—			206
Total liabilities and partners’ capital				$	4,501,032		$	3,745,059		$	3,281,045		$	2,809,791		$	2,185,783		$	1,529,170

	Six Months Ended June 30,						Year ended December 31,
	2010			2009			2009			2008			2007			2006			2005
(in thousands)	(unaudited)															(unaudited)			(unaudited)
Cash flows from (used in):
Operating activities	$	143,072		$	143,482		$	283,809		$	217,808		$	105,655		$	99,364		$	77,050
Investing activities		(586,486	)		(261,148	)		(519,909	)		(647,751	)		(537,427	)		(597,786	)		(474,713	)
Financing activities		713,717			113,648			235,086			471,925			440,863			509,753			404,036

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this registration statement. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this registration statement entitled “Forward-Looking Statements.” Certain risk factors may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the sections in this registration statement entitled “Risk Factors” and “Forward-Looking Statements.”

Overview

Our partnership. We were formed on July 21, 2004. Digital Realty Trust, Inc., our general partner, completed its initial public offering of common stock, or the IPO, on November 3, 2004. Our general partner believes that it has operated in a manner that has enabled it to qualify, and has elected to be treated, as a real estate investment trust, or a REIT, under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended, or the Code. Except where otherwise indicated, as used herein, the terms “we,” “our,” “us” and “the operating partnership” refer to Digital Realty Trust, L.P. together with its consolidated subsidiaries and our predecessor. We refer to Digital Realty Trust, Inc., our sole general partner, together with our predecessor, as our “general partner.” Our predecessor is comprised of the real estate activities and holdings of Global Innovation Partners LLC, or GI Partners, which GI Partners contributed to us in connection with the IPO.

Business and strategy. Our primary business objectives are to maximize: (i) sustainable long-term growth in earnings and funds from operations per unit and (ii) cash flow and returns to our unitholders, including through the payment of distributions. We expect to achieve our objectives by focusing on our core business of investing in and redeveloping technology-related real estate. A significant component of our current and future internal growth is anticipated through the development of our existing space held for redevelopment and new properties. We target high quality, strategically located properties containing applications and operations

critical to the day-to-day operations of corporate enterprise datacenter and technology industry tenants and properties that may be redeveloped for such use. Most of our properties contain fully redundant electrical supply systems, multiple power feeds, above-standard precision cooling systems, raised floor areas, extensive in-building communications cabling and high-level security systems. We focus solely on technology-related real estate because we believe that the growth in corporate datacenter adoption and the technology-related real estate industry generally will continue to be superior to that of the overall economy.

As of June 30, 2010, we owned an aggregate of 87 technology-related real estate properties, excluding one property held as an investment in an unconsolidated joint venture, with approximately 15.2 million rentable square feet including approximately 1.9 million square feet of space held for redevelopment. At June 30, 2010, approximately 128,000 square feet of our space held for redevelopment was under construction for Turn-Key Datacenter^® space in three U.S. markets and one European market.

We have developed detailed, standardized procedures for evaluating acquisitions to ensure that they meet our financial, technical and other criteria. We expect to continue to acquire additional assets as a part of our growth strategy. We intend to aggressively manage and lease our assets to increase their cash flow. We intend to continue to build out our redevelopment portfolio when justified by anticipated returns.

We may acquire properties subject to existing mortgage financing and other indebtedness or we may incur new indebtedness in connection with acquiring or refinancing these properties. Debt service on such indebtedness will have a priority over any cash distributions with respect to our common units and our preferred units. We currently intend to limit our indebtedness to 60% of our total enterprise value and, based on the closing price of our general partner’s common stock on June 30, 2010 of $57.68, our ratio of debt to total enterprise value was approximately 26% as of June 30, 2010. Our total enterprise value is defined as the sum of the market value of our general partner’s outstanding common stock (which may decrease, thereby increasing our debt to total enterprise value ratio), excluding options issued under our company’s incentive award plan, plus the liquidation value of our general partner’s preferred stock, plus the aggregate value of our units not held by our general partner (with the per unit value equal to the market value of one share of its common stock and excluding long-term incentive units and Class C units), plus the book value of its total consolidated indebtedness.

Revenue base. As of June 30, 2010, we owned 87 properties through our operating partnership, excluding one property held as an investment in an unconsolidated joint venture. These properties are mainly located throughout the U.S., with 14 properties located in Europe and one property in Canada. We acquired our first portfolio property in January 2002 and have added properties as follows:


Year Ended December 31:	Properties Acquired ⁽¹⁾	Net Rentable Square Feet ⁽²⁾	Square Feet of Space Held for Redevelopment as of June 30, 2010 ⁽³⁾
2002	5	1,125,292	19,890
2003	6	1,028,185	30,175
2004	10	2,533,199	153,270
2005	20	3,323,357	186,940
2006	16	2,104,209	117,389
2007 ⁽⁴⁾	13	1,671,142	235,697
2008	5	247,301	316,947
2009	6	687,060	710,247
2010	6	550,290	145,473

Properties owned as of June 30, 2010	87	13,270,035	1,916,028

(1)	Excludes properties sold in 2007 and 2006: 100 Technology Center Drive (March 2007), 4055 Valley View Lane (March 2007) and 7979 East Tufts Avenue (July 2006). Also excludes a leasehold interest acquired in March 2007 related to an acquisition made in 2006.

(2)

Current net rentable square feet as of June 30, 2010, which represents the current square feet at buildings under lease as specified in the applicable lease agreements plus management’s estimate of space available for lease based on engineering drawings. Includes tenants’ proportional share of common areas but excludes space held for redevelopment.

(3)

Redevelopment space is unoccupied space that requires significant capital investment in order to develop datacenter facilities that are ready for use. Most often this is shell space. However, in certain circumstances this may include partially built datacenter space that was not completed by previous ownership and requires a large capital investment in order to build out the space. The amounts included in this table represent current redevelopment space as of June 30, 2010 in the properties acquired during the relevant period.

(4)	Includes a developed building (43915 Devin Shafron Drive) placed into service in 2010 that is being included with a property (Devin Shafron buildings) that was acquired in 2007.

As of June 30, 2010, the properties in our portfolio were approximately 95.0% leased, excluding 1.9 million square feet held for redevelopment. Due to the capital intensive and long term nature of the operations being supported, our lease terms are generally longer than standard commercial leases. As of June 30, 2010, our original average lease term was approximately 14 years, with an average of over seven years remaining. The majority of our leasing since the completion of our general partner’s initial public offering in November 2004 has been at lease terms shorter than 12 years. Our lease expirations through December 31, 2011 are 10.4% of net rentable square feet excluding space held for redevelopment as of June 30, 2010. Operating revenues from properties outside the United States were $22.4 million and $19.9 million for the three months ended June 30, 2010 and 2009, respectively, and $45.5 million and $39.4 million for the six months ended June 30, 2010 and 2009, respectively.

Factors Which May Influence Future Results of Operations

Global economic conditions

As a result of these conditions, general economic conditions and the cost and availability of capital have been and may continue to be adversely affected in all markets in which we own properties and conduct our operations. Concern about the stability of the markets generally and the strength of counterparties specifically has led many lenders and institutional investors to reduce, and in some cases, cease, to provide credit to businesses and consumers. Continued turbulence in the U.S., European and other international markets and economies may adversely affect our liquidity and financial condition, and the liquidity and financial condition of our tenants. If these market and economic conditions continue, they may limit our ability, and the ability of our tenants, to replace or renew maturing liabilities on a timely basis, access the capital markets to meet liquidity and capital expenditure requirements and may adversely affect our and our tenants’ financial conditions and results of operations.

If we do not have sufficient cash flow to continue operating our business and are unable to borrow additional funds, access our revolving credit facility or raise equity capital, we may need to find alternative ways to increase our liquidity. Such alternatives may include, without limitation, curtailing development or redevelopment activity, disposing of one or more of our properties, possibly on disadvantageous terms, or entering into or renewing leases on less favorable terms than we otherwise would.

Rental income. The amount of rental income generated by the properties in our portfolio depends principally on our ability to maintain the occupancy rates of currently leased space and to lease currently available space and space available from lease terminations. Excluding 1.9 million square feet held for redevelopment, as of June 30, 2010, the occupancy rate of the properties in our portfolio was approximately 95.0% of our net rentable square feet.

The amount of rental income generated by us also depends on our ability to maintain or increase rental rates at our properties. Included in our approximately 13.3 million net rentable square feet, excluding redevelopment space, at June 30, 2010 is approximately 151,000 net rentable square feet of space with extensive datacenter improvements that is currently, or will shortly be, available for lease. Since our general partner’s IPO, we have leased approximately 2,167,000 square feet of similar space. These Turn-Key Datacenters^® are effective solutions for tenants who lack the expertise or capital budget to provide their own extensive datacenter infrastructure and security. Our expertise in datacenter construction and operations enables us to lease space to these tenants at a significant premium over other uses. Negative trends in one or more of these factors, including as a result of the conditions described above under “Global market and economic conditions,” could adversely affect our rental income in future periods.

In addition, as of June 30, 2010, we had approximately 1.9 million square feet of redevelopment space, or approximately 13% of the total rentable space in our portfolio, including four vacant properties comprising approximately 289,000 square feet. Redevelopment space requires significant capital investment in order to develop datacenter facilities that are ready for use and, in addition, we may require additional time or encounter delays in securing tenants for redevelopment space. We will require additional capital to finance our redevelopment activities, which may not be available or may not be available on terms acceptable to us, including as a result of the conditions described above under “Global market and economic conditions.” Our ability to grow earnings depends in part on our ability to redevelop space and lease redevelopment space at favorable rates, which we may not be able to obtain. We may purchase additional vacant properties and properties with vacant redevelopment space in the future.

Economic downturns, including as a result of the conditions described above under “Global market and economic conditions,” or regional downturns affecting our sub-markets or downturns in the technology-related real estate industry that impair our ability to lease or renew or re-lease space, otherwise reduce returns on our investments or the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our properties. As of June 30, 2010, we had no material tenants in bankruptcy.

Scheduled lease expirations. Our ability to re-lease expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. In addition to approximately 0.7 million square feet of available space in our portfolio, which excludes approximately 1.9 million square feet available for redevelopment as of June 30, 2010, leases representing approximately 1.4% and 9.0% of the net rentable square footage of our portfolio are scheduled to expire during the six months ending December 31, 2010 and the year ending December 31, 2011, respectively.

Market concentration. We depend on the market for technology based real estate in specific geographic regions and significant changes in these regional markets can impact our future results. As of June 30, 2010, our portfolio was geographically concentrated in the following metropolitan markets:


Metropolitan Market	Percentage of 6/30/10 total annualized rent⁽¹⁾
Silicon Valley	16.3	%
New York Metro	12.2	%
Chicago	11.2	%
Northern Virginia	9.6	%
Dallas	8.9	%
Boston	7.3	%
Phoenix	5.7	%
San Francisco	4.6	%
London, England	4.3	%
Los Angeles	4.1	%
Dublin, Ireland	3.1	%
Paris, France	2.5	%
Other	10.2	%

	100.0	%

(1)	Annualized rent is monthly contractual rent under existing leases as of June 30, 2010 multiplied by 12.

Operating expenses. Our operating expenses generally consist of utilities, property and ad valorem taxes, property management fees, insurance and site maintenance costs, as well as rental expenses on our ground and building leases. In particular, our buildings require significant power to support the datacenter operations contained in them. Many of our leases contain provisions under which the tenants reimburse us for a portion of property operating expenses and real estate taxes incurred by us. However, we generally are not entitled to reimbursement of property operating expenses and real estate taxes under our leases for Turn-Key Datacenters^®. We also incur general and administrative expenses, including expenses relating to our asset management function, as well as significant legal, accounting and other expenses related to corporate governance, U.S. Securities and Exchange Commission reporting and compliance with the various provisions of the Sarbanes-Oxley Act. Increases or decreases in such operating expenses will impact our overall performance. We expect to incur additional operating expenses as we continue to expand.

In June 2009, the U.S. House of Representatives approved comprehensive clean energy and climate change legislation that is intended to cut greenhouse gas, or GHG, emissions, create new clean energy jobs and enhance the energy independence of the United States. This legislation would reduce GHG emissions in the United States through an economy-wide cap-and-trade program. The U.S. Senate has been working for many months on preparing its own version of clean energy and climate change legislation; most recently, that legislative effort has been narrowed to focus solely on the utility sector. Moreover, the U.S. Environmental Protection Agency, or EPA, is moving aggressively to regulate GHG emissions from large stationary sources, including electricity producers, using its own authority under the Clean Air Act. Some of those regulations have been finalized and currently are in litigation. In addition, since 2005 the European Union (including the United Kingdom) has been operating under a cap-and-trade program, which directly affects the largest emitters of greenhouse gases, including electricity producers from whom we purchase power. Any additional taxation or regulation of energy use, including as a result of (i) new legislation that Congress may pass, (ii) the regulations that the U.S. EPA has proposed or finalized, or (iii) any further reductions in the EU greenhouse gas cap could significantly increase our costs, and we may not be able to effectively pass all of these costs on to our tenants.

Interest rates. As of June 30, 2010, we had approximately $238.5 million of variable rate debt, all of which was mortgage debt subject to interest rate cap or swap agreements. We can also borrow up to $750.0 million of variable rate debt under our revolving credit facility, none of which would be subject to interest rate hedging. The availability of debt and equity capital has significantly decreased as a result of the circumstances described above under “Global market and economic conditions.” The effects on commercial real estate mortgages, if available, include, but may not be limited to: higher loan spreads, tightened loan covenants, reduced loan to value ratios resulting in lower borrower proceeds and higher principal payments. Potential future increases in interest rates and credit spreads may increase our interest expense and fixed charges and negatively affect our financial condition and results of operations, potentially impacting our future access to the debt and equity capital markets. Increased interest rates may also increase the risk that the counterparties to our swap agreements will default on their obligations, which could further increase our interest expense. If we cannot obtain capital from third party sources, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt service obligations or pay the cash distributions to our unitholders, including our general partner, which in turn uses the distributions to pay cash dividends to its stockholders necessary to maintain its qualification as a REIT.

Demand for datacenter space. Our portfolio of properties consists primarily of technology-related real estate and datacenter real estate in particular. A decrease in the demand for, or increase in supply of, datacenter space, Internet gateway facilities or other technology-related real estate would have a greater adverse effect on our business and financial condition than if we owned a portfolio with a more diversified tenant base or less specialized use. Our redevelopment activities make us particularly susceptible to general economic slowdowns, including recessions and the other circumstances described above under “Global market and economic conditions,” as well as adverse developments in the corporate datacenter, Internet and data communications and broader technology industries. Any such slowdown or adverse development could lead to reduced corporate IT spending or reduced demand for datacenter space. Reduced demand could also result from business relocations, including to markets that we do not currently serve such as Asia. Changes in industry practice or in technology, such as virtualization technology, more efficient or miniaturization of computing or networking devices, or devices that require higher power densities than today’s devices, could also reduce demand for the physical datacenter space we provide or make the tenant improvements in our facilities obsolete or in need of significant upgrades to remain viable. In addition, the development of new technologies, the adoption of new industry standards or other factors could render many of our tenants’ current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses in the reporting period. Our actual results may differ from these estimates. We have provided a summary of our significant accounting policies in note 2 to our consolidated financial statements included elsewhere in this registration statement. We describe below those accounting policies that require material subjective or complex judgments and that have the most significant impact on our financial condition and consolidated results of operations. Our management evaluates these estimates on an ongoing basis, based upon information currently available and on various assumptions management believes are reasonable as of the date on the front cover of this registration statement.

Investments in Real Estate

Acquisition of real estate. The price that we pay to acquire a property is impacted by many factors including the condition of the property and improvements, the occupancy of the building, the existence of above and below market tenant leases, the creditworthiness of the tenants, favorable or unfavorable financing, above or below market ground leases and numerous other factors. Accordingly, we are required to make subjective assessments to allocate the purchase price paid to acquire investments in real estate among the assets acquired and liabilities assumed based on our estimate of the fair values of such assets and liabilities. This includes determining the value of the property and improvements, land, any ground leases, tenant improvements, in-place tenant leases, tenant relationships, the value (or negative value) of above (or below) market leases, any debt assumed from the seller or loans made by the seller to us and any building leases assumed from the seller. Each of these estimates requires a great deal of judgment and some of the estimates involve complex calculations. These allocation assessments have a direct impact on our results of operations. For example, if we were to allocate more value to land, there would be no depreciation with respect to such amount. If we were to allocate more value to the property as opposed to allocating to the value of tenant leases, this amount would be recognized as an expense over a much longer period of time. This potential effect occurs because the amounts allocated to property are depreciated over the estimated lives of the property whereas amounts allocated to tenant leases are amortized over the terms of the leases. Additionally, the amortization of the value (or negative value) assigned to above (or below) market rate leases is recorded as an adjustment to rental revenue as compared to amortization of the value of in-place leases and tenant relationships, which is included in depreciation and amortization in our consolidated statements of operations.

Useful lives of assets. We are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to record on an annual basis with respect to our investments in real estate. These assessments have a direct impact on our net income because if we were to shorten the expected useful lives of our investments in real estate we would depreciate such investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.

Asset impairment evaluation. We review the carrying value of our properties when circumstances, such as adverse market conditions, indicate potential impairment may exist. We base our review on an estimate of the future cash flows (excluding interest charges) expected to result from the real estate investment’s use and eventual disposition. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our evaluation indicates that we may be unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. These losses have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. Since cash flows on properties considered to be long-lived assets to be held and used are considered on an undiscounted basis to determine whether an asset has been impaired, our strategy of holding properties over the long-term directly decreases the likelihood of recording an impairment loss. If our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material. If we determine that impairment has occurred, the affected assets must be reduced to their fair value. No such impairment losses have been recognized to date.

We estimate the fair value of rental properties utilizing a discounted cash flow analysis that includes projections of future revenues, expenses and capital improvement costs, similar to the income approach that is commonly utilized by appraisers.

Capitalization of Costs

We capitalize direct and indirect costs related to leasing, construction, development and redevelopment, including property taxes, insurance, financing and employee costs relating to space under development. We capitalize costs on redevelopment space until construction is substantially complete and the space is held available for occupancy. The determination of when a development project is substantially complete and when capitalization must cease involves a degree of judgment. We consider a construction project as substantially complete and held available for occupancy upon the completion of landlord-owned tenant improvements or when the lessee takes possession of the unimproved space for construction of its own improvements, but no later than one year from cessation of major construction activity. We cease capitalization on the portion substantially completed and occupied or held available for occupancy, and capitalize only those costs associated with any remaining portion under construction.

Revenue Recognition

Rental income is recognized using the straight-line method over the terms of the tenant leases. Deferred rents included in our balance sheets represent the aggregate excess of rental revenue recognized on a straight-line basis over the contractual rental payments that would be received under the remaining terms of the leases. Many of our leases contain provisions under which the tenants reimburse us for a portion of property operating expenses and real estate taxes incurred by us. However, we generally are not entitled to reimbursement of property operating expenses, other than utility expense, and real estate taxes under our leases for Turn-Key Datacenters^®. Such reimbursements are recognized in the period that the expenses are incurred. Lease termination fees are recognized over the remaining term of the lease, effective as of the date the lease modification is finalized, assuming collection is not considered doubtful. As discussed above, we recognize amortization of the value of acquired above or below market tenant leases as a reduction of rental income in the case of above market leases or an increase to rental revenue in the case of below market leases.

We must make subjective estimates as to when our revenue is earned and the collectability of our accounts receivable related to minimum rent, deferred rent, expense reimbursements, lease termination fees and other income. We specifically analyze accounts receivable and historical bad debts, tenant concentrations, tenant creditworthiness and current economic trends when evaluating the adequacy of the allowance for bad debts. These estimates have a direct impact on our net income because a higher bad debt allowance would result in lower net income, and recognizing rental revenue as earned in one period versus another would result in higher or lower net income for a particular period.

Share-Based Awards

We recognize compensation expense related to share-based awards. We generally amortize this compensation expense over the vesting period of the award. The calculation of the fair value of share-based awards is subjective and requires several assumptions over such items as expected stock volatility, dividend payments and future company results. These assumptions have a direct impact on our net income because a higher share-based awards amount would result in lower net income for a particular period.

Results of Operations

Three and Six Months Ended June 30, 2010 and June 30, 2009

The discussion below relates to our financial condition and results of operations for the three and six months ended June 30, 2010 and 2009. A summary of our operating results from continuing operations for the three and six months ended June 30, 2010 and 2009 is as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2010			2009			2010			2009
Statement of Operations Data:
Total operating revenues	$	197,464		$	155,007		$	389,243		$	304,141
Total operating expenses		(143,314	)		(112,161	)		(279,898	)		(222,092	)

Operating income		54,150			42,846			109,345			82,049
Other expenses, net		(34,248	)		(21,643	)		(63,857	)		(39,657	)

Net income	$	19,902		$	21,203		$	45,488		$	42,392

Our property portfolio has experienced consistent and significant growth since the first property acquisition in January 2002. As a result of this growth, our period-to-period comparison of our financial performance focuses on the impact on our revenues and expenses resulting both from the new property additions to our portfolio, as well as on a “same store” property basis (same store properties are properties that were owned and operated for the entire current period and the entire immediate preceding year). The following table identifies each of the properties in our portfolio acquired from January 1, 2009 through June 30, 2010.


Acquired Buildings	Acquisition Date	Redevelopment Space as of June 30, 2010⁽¹⁾	Net Rentable Square Feet Excluding Redevelopment Space⁽²⁾	Square Feet Including Redevelopment Space	Occupancy Rate as of June 30, 2010⁽³⁾
*As of December 31, 2008 (75 Properties)*		986,633	11,974,080	12,960,713	95.0	%
*January 1, 2009 through June 30, 2010*
1525 Comstock Street	Sep-09	—	42,385	42,385	100.0
444 Toyama Drive	Sep-09	—	42,083	42,083	100.0
904 Quality Way (4)	Sep-09	46,750	—	46,750	—
905 Security Row (4)	Sep-09	249,657	—	249,657	—
1232 Alma Road (4)	Sep-09	34,147	71,579	105,726	77.3
900 Quality Way (4)	Sep-09	112,253	—	112,253	—
1400 N. Bowser Road (4)	Sep-09	246,940	—	246,940	—
1301 International Parkway (4)	Sep-09	20,500	—	20,500	—
908 Quality Way (4)	Sep-09	—	14,400	14,400	100.0
1350 Duane Avenue/3080 Raymond Street	Oct-09	—	185,000	185,000	100.0
45901 & 45845 Nokes Boulevard	Dec-09	—	167,160	167,160	100.0
21561 & 21571 Beaumeade Circle	Dec-09	—	164,453	164,453	100.0
128 First Avenue	Jan-10	—	274,750	274,750	95.7
55 Middlesex Turnpike	Jan-10	—	106,000	106,000	87.9
60 & 80 Merritt Boulevard	Jan-10	—	169,540	169,540	100.0
43915 Devin Shafron Drive (5)	Jan-10	73,675	58,605	132,280	49.6
1725 Comstock Street	Apr-10	39,643	—	39,643	—
3105 and 3115 Alfred Street	May-10	49,858	—	49,858	—
Cateringweg 5	Jun-10	55,972	—	55,972	—

*Subtotal*		929,395	1,295,955	2,225,350	94.6	%

*Total*		1,916,028	13,270,035	15,186,063	95.0	%

(1)

Redevelopment space requires significant capital investment in order to develop datacenter facilities that are ready for use. Most often this is shell space. However, in certain circumstances this may include partially built datacenter space that was not completed by previous ownership and requires a large capital investment in order to build out the space.

(2)

Net rentable square feet at a building represents the current square feet at that building under lease as specified in the lease agreements plus management’s estimate of space available for lease based on engineering drawings. Net rentable square feet includes tenants’ proportional share of common areas but excludes space held for redevelopment.

(3)	Occupancy rates exclude redevelopment space.

(4)	The seven buildings at Digital Realty Trust Datacenter Park — Dallas are considered one property for our property count.

(5)	Represents a developed building placed into service in 2010 that is being included with a property (Devin Shafron buildings) that was acquired in 2007.

In May 2008, we acquired 701 & 717 Leonard Street, a parking garage in Dallas, Texas; however, we exclude the acquisition from our property count because it is located adjacent to our internet gateway datacenter located at 2323 Bryan Street and is not considered a separate property.

Comparison of the Three Months Ended June 30, 2010 to the Three Months Ended June 30, 2009 and the Six Months Ended June 30, 2010 to the Six Months Ended June 30, 2009

Portfolio

As of June 30, 2010, our portfolio consisted of 87 properties, excluding one property held as an investment in an unconsolidated joint venture, with an aggregate of 15.2 million net rentable square feet including 1.9 million square feet held for redevelopment compared to a portfolio consisting of 75 properties, excluding one property held as an investment in an unconsolidated joint venture, with an aggregate of 13.0 million net rentable square feet including 1.1 million square feet held for redevelopment as of June 30, 2009. The increase in our portfolio reflects the acquisition of 12 properties in the twelve months ended June 30, 2010.

Operating Revenues

Operating revenues during the three and six months ended June 30, 2010 and 2009 were as follows (in thousands):


	Three Months Ended June 30,							Six Months Ended June 30,
	2010		2009		Change			2010		2009		Change
Rental	$	157,867	$	125,490	$	32,377		$	310,588	$	243,585	$	67,003
Tenant reimbursements		39,597		29,434		10,163			78,655		60,455		18,200
Other		—		83		(83	)		—		101		(101	)

Total operating revenues	$	197,464	$	155,007	$	42,457		$	389,243	$	304,141	$	85,102

As shown by the same store and new properties table below, the increases in rental revenues and tenant reimbursement revenues for the three and six month periods ended June 30, 2010 compared to the same periods in 2009 were primarily due to new leasing at our same store properties and acquisition of properties. We acquired 12 properties during the twelve months ended June 30, 2010.

The following table shows operating revenues for new properties (properties that were not owned for each of the full three and six months ended June 30, 2010 and 2009) and same store properties (all other properties) (in thousands):


	Same Store Three Months Ended June 30,							New Properties Three Months Ended June 30,
	2010		2009		Change			2010		2009		Change
Rental	$	136,109	$	125,490	$	10,619		$	21,758	$	—	$	21,758
Tenant reimbursements		34,954		29,434		5,520			4,643		—		4,643
Other		—		83		(83	)		—		—		—

Total operating revenues	$	171,063	$	155,007	$	16,056		$	26,401	$	—	$	26,401


	Same Store Six Months Ended June 30,							New Properties Six Months Ended June 30,
	2010		2009		Change			2010		2009		Change
Rental	$	272,218	$	243,585	$	28,633		$	38,370	$	—	$	38,370
Tenant reimbursements		70,087		60,455		9,632			8,568		—		8,568
Other		—		101		(101	)		—		—		—

Total operating revenues	$	342,305	$	304,141	$	38,164		$	46,938	$	—	$	46,938

Same store rental revenues increased for the three and six months ended June 30, 2010 compared to the same periods in 2009 primarily as a result of new leases at our properties during the twelve months ended June 30, 2010 due to strong demand for datacenter space, including leases of completed redevelopment space, the largest of which was for space in 350 East Cermak Road, 1525 Comstock Street, 2440 Marsh Lane, St. Anne’s Boulevard (3 buildings) and 365 South Randolphville Road. Rental revenue included amounts earned from leases with tel(x), a related party, of approximately $5.8 million and $5.0 million for the three months ended June 30, 2010 and 2009, respectively, and $10.9 million and $9.2 million for the six months ended June 30, 2010 and 2009, respectively. Same store tenant reimbursement revenues increased for the three and six months ended June 30, 2010 as compared to the same periods in 2009 primarily as a result of new leasing and higher utility and operating expenses being billed to our tenants, the largest occurrences of which were at 350 East Cermak Road , 3 Corporate Place, 1525 Comstock Street and 600 West Seventh Street.

For the three and six months ended June 30, 2010, 128 First Avenue, 60 & 80 Merritt Boulevard, 55 Middlesex Turnpike and 1350 Duane Avenue/3080 Raymond Street contributed $20.3 million, or approximately 77% and $36.4 million, or approximately 78%, respectively, of the total new properties increase in revenues compared to the same periods in 2009.

Operating Expenses and Interest Expense

Operating expenses and interest expense during the three and six months ended June 30, 2010 and 2009 were as follows (in thousands):


	Three Months Ended June 30,						Six Months Ended June 30,
	2010		2009		Change		2010		2009		Change
Rental properly operating and	$	54,406	$	42,301	$	12,105	$	107,648	$	84,874	$	22,774
Properly taxes		12,748		9,149		3,599		25,469		18,360		7,109
Insurance		1,846		1,488		358		3,581		2,944		637
Depreciation and amortization		59,860		49,183		10,677		117,392		95,487		21,905
General and administrative		12,574		9,958		2,616		23,093		19,630		3,463
Transactions		1,715		82		1,633		2,548		512		2,036
Other		165		—		165		167		285		(118	)

Total operating expenses	$	143,314	$	112,161	$	31,153	$	279,898	$	222,092	$	57,806

Interest expense	$	33,162	$	22,495	$	10,667	$	64,064	$	41,432	$	22,632

As shown in the same store expense and new properties expense table below, total expenses for the three and six months ended June 30, 2010 increased compared to the same periods in 2009 primarily as a result of higher same store utility and maintenance costs as well as increased depreciation from additional redevelopment projects placed into service and from recently acquired properties.

The following table shows expenses for new properties (properties that were not owned for each of the full three and six months ended June 30, 2010 and 2009) and same store properties (all other properties) (in thousands):


	Same Store Three Months Ended June 30,							New Properties Three Months Ended June 30,
	2010		2009		Change			2010		2009		Change
Rental property operating and maintenance	$	46,637	$	42,301	$	4,336		$	7,769	$	—	$	7,769
Property taxes		10,381		9,149		1,232			2,367		—		2,367
Insurance		1,612		1,488		124			234		—		234
Depreciation and amortization		52,760		49,183		3,577			7,100		—		7,100
General and administrative⁽¹⁾		12,574		9,958		2,616			—		—		—
Transactions		—		—		—			1,715		82		1,633
Other		165		—		165			—		—		—

Total operating expenses	$	124,129	$	112,079	$	12,050		$	19,185	$	82	$	19,103

Interest expense	$	32,418	$	22,495	$	9,923		$	744 $	$	—	$	744


	Same Store Six Months Ended June 30,							New Properties Six Months Ended June 30,
	2010		2009		Change			2010		2009		Change
Rental property operating and maintenance	$	94,216	$	84,874	$	9,342		$	13,432	$	—	$	13,432
Property taxes		21,210		18,360		2,850			4,259		—		4,259
Insurance		3,142		2,944		198			439		—		439
Depreciation and amortization		105,179		95,487		9,692			12,213		—		12,213
General and administrative⁽¹⁾		23,093		19,630		3,463			—		—		—
Transactions		—		—		—			2,548		512		2,036
Other		167		285		(118	)		—		—		—

Total operating expenses	$	247,007	$	221,580	$	25,427		$	32,891	$	512	$	32,379

Interest expense	$	62,450	$	41,432	$	21,018		$	1,614	$	—	$	1,614

(1)	General and administrative expenses are included in same store as they are not allocable to specific properties.

Same store rental property operating and maintenance expenses increased in the three and six months ended June 30, 2010 compared to the same periods in 2009 primarily as a result of higher utility rates in several of our properties along with redevelopment projects being placed into service leading to higher utility expense in 2010. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of $4.6 million and $3.5 million for the three months ended June 30, 2009 and 2008, respectively, and $8.8 million and $6.7 million for the six months ended June 30, 2009 and 2008, respectively.

Same store depreciation and amortization expense increased in the three and six months ended June 30, 2010 compared to the same periods in 2009, principally because of depreciation of redevelopment projects that were placed into service in the final six months of 2009 and during 2010.

General and administrative expenses for the three and six months ended June 30, 2010 increased compared to the same periods in 2009 primarily due to the growth of our company, which resulted in more employees, additional incentive compensation, and higher professional fees and marketing expenses.

Same store interest expense increased for the three and six months ended June 30, 2010 as compared to the same period in 2009 primarily as a result of higher average outstanding debt balances during 2010 compared to 2009 primarily due to the issuance of our 5.875% Notes due 2020, the issuance of our 5.50% Exchangeable Senior Debentures due 2029 and draws on our Prudential shelf facility. During the three months ended June 30, 2010 and 2009, we capitalized interest of approximately $2.5 million and $2.1 million, respectively, and for the six months ended June 30, 2010 and 2009, we capitalized interest of approximately $4.4 million and $5.2 million, respectively.

New property increases were caused by properties acquired during the period from January 1, 2009 to June 30, 2010. For the three and six months ended June 30, 2010, 128 First Avenue, 60 & 80 Merritt Boulevard, 55 Middlesex Turnpike and 1350 Duane Avenue/3080 Raymond Street contributed $14.0 million, or approximately 73%, and $24.6 million, or approximately 76%, respectively, of the total new properties increase in total operating expenses compared to the same periods in 2009.

Transactions expense increased in the three and six months ended June 30, 2010 compared to the same periods in 2009, principally because of acquisition related expenses related to the acquisitions of the New England Portfolio and 365 Main Portfolio.

Years Ended December 31, 2009, 2008 and 2007

The discussion below relates to our financial condition and results of operations for the years ended December 31, 2009, 2008 and 2007. A summary of our operating results from continuing operations for the years ended December 31, 2009, 2008 and 2007 was as follows (in thousands).


Year Ended December 31,	2009			2008			2007
Statement of Operations Data:
Total operating revenues	$	637,142		$	527,445		$	395,247
Total operating expenses		(459,353	)		(399,090	)		(307,569	)

Operating income		177,789			128,355			87,678
Other expenses, net		(86,555	)		(60,437	)		(65,132	)

Income from continuing operations	$	91,234		$	67,918		$	22,546

Our property portfolio has experienced consistent and significant growth since the first property acquisition in January 2002. As a result of such growth, a period-to-period comparison of our financial performance focuses on the impact on our revenues and expenses resulting both from the new property additions to our portfolio, as well as on a “same store” property basis (same store properties are properties that were owned and operated for the entire current period and the entire immediate preceding year). The following table identifies each of the properties in our portfolio acquired from January 1, 2007 through December 31, 2009.


Acquired Buildings	Acquisition Date	Redevelopment Space as of December 31, 2009⁽¹⁾	Net Rentable Square Feet Excluding Redevelopment Space	Square Feet Including Redevelopment Space	Occupancy Rate as of December 31, 2009⁽²⁾
*As of December 31, 2006 (57 properties)*		462,540	10,159,366	10,621,906	94.3	%
*Year Ended December 31, 2007*
21110 Ridgetop Circle	Jan-07	—	135,513	135,513	100.0
3011 LaFayette Street	Jan-07	—	90,780	90,780	100.0
44470 Chillum Place	Feb-07	—	95,440	95,440	100.0
43791 Devin Shafron Drive⁽³⁾	Mar-07	2,194	132,806	135,000	100.0
43831 Devin Shafron Drive⁽³⁾	Mar-07	—	117,071	117,071	100.0
43881 Devin Shafron Drive⁽³⁾	Mar-07	—	180,000	180,000	98.5
Mundells Roundabout	Apr-07	—	113,464	113,464	100.0
210 N Tucker Boulevard	Aug-07	62,000	139,588	201,588	78.4
900 Walnut Street	Aug-07	—	112,266	112,266	97.3
1 Savvis Parkway	Aug-07	—	156,000	156,000	100.0
Clonshaugh Industrial Estate II⁽⁴⁾	Sep-07	—	124,500	124,500	100.0
1500 Space Park Drive	Sep-07	—	51,615	51,615	100.0
Cressex 1	Dec-07	—	50,847	50,847	90.6
Naritaweg 52	Dec-07	—	63,260	63,260	100.0
1 St. Anne’s Boulevard⁽⁵⁾	Dec-07	—	20,219	20,219	100.0
2 St. Anne’s Boulevard⁽⁵⁾	Dec-07	30,612	—	30,612	—
3 St. Anne’s Boulevard⁽⁵⁾	Dec-07	76,494	19,890	96,384	100.0

Subtotal		171,300	1,603,259	1,774,559	97.5	%
*Year Ended December 31, 2008*
365 South Randolphville Road	Feb-08	226,530	38,262	264,792	50.6
650 Randolph Road	Jun-08	127,790	—	127,790	—
1201 Comstock Street	Jun-08	—	24,000	24,000	100.0
Manchester Technopark	Jun-08	—	38,016	38,016	100.0
7505 Mason King Court	Nov-08	—	109,650	109,650	100.0

Subtotal		354,320	209,928	564,248	91.0	%
*Year Ended December 31, 2009*
1525 Comstock Street	Sep-09	—	42,385	42,385	100.0
444 Toyama Drive	Sep-09	—	42,083	42,083	100.0
904 Quality Way⁽⁶⁾	Sep-09	46,750	—	46,750	—
905 Security Row⁽⁶⁾	Sep-09	249,657	—	249,657	—
1232 Alma Road⁽⁶⁾	Sep-09	105,726	—	105,726	—
900 Quality Way⁽⁶⁾	Sep-09	112,253	—	112,253	—
1400 N. Bowser Road⁽⁶⁾	Sep-09	246,940	—	246,940	—
1301 International Parkway⁽⁶⁾	Sep-09	20,500	—	20,500	—
908 Quality Way⁽⁶⁾	Sep-09	14,400	—	14,400	—
1350 Duane Avenue/3080 Raymond Street	Oct-09	—	185,000	185,000	100.0
45901 & 45845 Nokes Boulevard	Dec-09	—	167,160	167,160	100.0
21561 & 21571 Beaumeade Circle	Dec-09	—	164,453	164,453	100.0

Subtotal		796,226	601,081	1,397,307	100.0	%

Total		1,784,386	12,573,634	14,358,020	95.0	%

(1)

(2)	Occupancy rates exclude space held for redevelopment. For some of our properties, we calculate occupancy based on factors in addition to contractually leased square feet, including available power, required support space and common area.

(3)	The three buildings at Devin Shafron Drive are considered one property for our property count.

(4)	Building completed and placed into service in September 2007 on a land parcel acquired in 2006.

(5)	The three buildings at St. Anne’s Boulevard are considered one property for our property count.

(6)	The seven buildings at Digital Realty Trust Datacenter Park—Dallas are considered one property for our property count.

In May 2009, we acquired three parcels of land in Ashburn, Virginia to be developed. The parcels are not included in our property count.

Comparison of the Year Ended December 31, 2009 to the Year Ended December 31, 2008 and Comparison of the Year Ended December 31, 2008 to the Year Ended December 31, 2007

Portfolio

As of December 31, 2009, our portfolio consisted of 81 properties with an aggregate of 14.4 million net rentable square feet including 1.8 million square feet held for redevelopment compared to a portfolio consisting of 75 properties with an aggregate of 13.0 million net rentable square feet including 1.6 million square feet held for redevelopment as of December 31, 2008 and a portfolio consisting of 70 properties with an aggregate of 12.3 million net rentable square feet including 1.8 million square feet held for redevelopment as of December 31, 2007. The increase in our portfolio reflects the acquisition of 13 properties in 2007, 5 properties in 2008 and 6 properties in 2009. For all periods above, the number of properties excludes one property held as an investment in an unconsolidated joint venture.

Revenues

Total operating revenues from continuing operations for the years ended December 31, 2009, 2008 and 2007 were as follows (in thousands):


	Year Ended December 31,						Change					Percentage Change
	2009		2008		2007		2009 v 2008			2008 v 2007		2009 v 2008		2008 v 2007
Rental	$	510,772	$	404,559	$	319,603	$	106,213		$	84,956	26.3	%	26.6	%
Tenant reimbursements		125,308		107,503		75,003		17,805			32,500	16.6	%	43.3	%
Other		1,062		15,383		641		(14,321	)		14,742	(93.1	%)	2,299.8	%

Total operating revenues	$	637,142	$	527,445	$	395,247	$	109,697		$	132,198	20.8	%	33.4	%

As shown by the same store and new properties table shown below, the increases in rental revenues and tenant reimbursement revenues in the year ended December 31, 2009 compared to 2008 were primarily due to new leasing at our same store properties, including completed and leased redevelopment space, and acquisitions of properties. These factors also caused the increases in rental revenues and tenant reimbursements in the year ended December 31, 2008 compared to 2007. Other revenues changes in the years presented were primarily due to the timing of varying tenant termination revenues. We acquired 6, 5 and 13 properties during the years ended December 31, 2009, 2008 and 2007, respectively.

The following table shows total operating revenues from continuing operations for same store properties and new properties (in thousands).


	Same Store Year Ended December 31,							New Properties Year Ended December 31,
	2009		2008		Change			2009		2008		Change
Rental	$	495,928	$	402,905	$	93,023		$	14,844	$	1,654	$	13,190
Tenant reimbursements		120,431		105,870		14,561			4,877		1,633		3,244
Other		1,062		15,383		(14,321	)		—		—		—

Total operating revenues	$	617,421	$	524,158	$	93,263		$	19,721	$	3,287	$	16,434

Same store rental revenues increased for the year ended December 31, 2009 compared to the same period in 2008 primarily as a result of new leases at our properties during 2009, the largest of which were for space in Devin Shafron Drive (three buildings), 350 East Cermak Road, 114 Rue Ambroise Croizat , 2440 Marsh Lane and Cressex 1. Same store tenant reimbursement revenues increased for the year ended December 31, 2009 compared to the same period in 2008 primarily as a result of higher utility and operating expenses being billed to our tenants in connection with new leasing, the largest occurrences of which were at 3011 Lafayette Street, Devin Shafron Drive (three buildings), 111 8^th Avenue (2^nd and 6^th floors), 1500 Space Park Drive and 114 Rue Ambroise Croizat. The decrease in other revenue for the year ended December 31, 2009 compared to the same period in 2008 was primarily due to lease termination revenue related to an early termination of a tenant lease during the latter half of 2008.

New property increases were caused by properties acquired during the period from January 1, 2008 to December 31, 2009. For the year ended December 31, 2009, 1201 Comstock Street, Manchester Technopark, 7505 Mason King Court and 1350 Duane Avenue/3080 Raymond Street contributed $12.9 million, or approximately 78% of the total new properties increase in revenues compared to the same period in 2008.


	Same Store Year Ended December 31,						New Properties Year Ended December 31,
(in thousands)	2008		2007		Change		2008		2007		Change
Rental	$	348,724	$	302,473	$	46,251	$	55,835	$	17,130	$	38,705
Tenant reimbursements		97,420		73,343		24,077		10,083		1,660		8,423
Other		15,383		641		14,742		—		—		—

Total operating revenues	$	461,527	$	376,457	$	85,070	$	65,918	$	18,790	$	47,128

Same store rental revenues increased for the year ended December 31, 2008 compared to the same period in 2007 primarily as a result of new leases at our properties during 2008, the largest of which were for space in 350 East Cermak Road, 3 Corporate Place, 4025 Midway Road, and 200 Paul Avenue 1-4. Same store tenant reimbursement revenues increased for the year ended December 31, 2008 compared to the same period in 2007 primarily as a result of higher utility and operating expenses being billed to our tenants, the largest occurrences of which were at 3 Corporate Place, 350 East Cermak Road, 200 Paul Avenue 1-4, and 600 West Seventh Street. The increase in other revenue for the year ended December 31, 2008 compared to the same period in 2007 was primarily due to lease termination revenue related to an early termination of a tenant lease during the latter half of 2008.

New property increases were caused by properties acquired during the period from January 1, 2007 to December 31, 2008. For the year ended December 31, 2008, 3011 Lafayette Street, Devon Shafron Drive properties (3 buildings), 1500 Space Park Drive, 900 Walnut Street and Manchester Technopark contributed $31.9 million, or approximately 68% of the total new properties increase in revenues compared to the same period in 2007.

Expenses

Total expenses from continuing operations were as follows (in thousands):


	Year Ended December 31,						Change						Percentage Change
	2009		2008		2007		2009 v 2008			2008 v 2007			2009 v 2008		2008 v 2007
Rental property operating and maintenance	$	176,238	$	151,147	$	109,225	$	25,091		$	41,922		16.6	%	38.4	%
Property taxes		36,004		31,102		27,181		4,902			3,921		15.8	%	14.4	%
Insurance		6,111		4,988		5,527		1,123			(539	)	22.5	%	(9.8	%)
Depreciation and amortization		198,052		172,378		134,419		25,674			37,959		14.9	%	28.2	%
General and administrative		42,165		38,391		30,786		3,774			7,605		9.8	%	24.7	%
Other		783		1,084		431		(301	)		653		(27.8	%)	151.5	%

Total operating expenses	$	459,353	$	399,090	$	307,569	$	60,263		$	91,521		15.1	%	29.8	%

Interest expense	$	88,442	$	63,621	$	67,054	$	24,821		$	(3,433	)	39.0	%	(5.1	%)

As shown in the same store expense and new properties table below, total expenses in the year ended December 31, 2009 increased compared to 2008 primarily as a result of higher same store utility and maintenance costs as well as increased depreciation from additional redevelopment projects placed into service and from recently acquired properties. The following table shows expenses from continuing operations for same store properties and new properties (in thousands).


	Same Store Year Ended December 31,							New Properties Year Ended December 31,
	2009		2008		Change			2009		2008		Change
Rental property operating and maintenance	$	168,182	$	149,120	$	19,062		$	8,056	$	2,027	$	6,029
Property taxes		34,847		31,019		3,828			1,157		83		1,074
Insurance		5,909		4,974		935			202		14		188
Depreciation and amortization		192,622		171,826		20,796			5,430		552		4,878
General and administrative ⁽¹⁾		42,165		38,391		3,774			—		—		—
Other		783		1,084		(301	)		—		—		—

Total operating expenses	$	444,508	$	396,414	$	48,094		$	14,845	$	2,676	$	12,169

Interest expense	$	87,041	$	63,618	$	23,423		$	1,401	$	3	$	1,398

(1)	General and administrative expenses are included in same store as they are not allocable to specific properties.

Same store rental property operating and maintenance expenses increased for the year ended December 31, 2009 compared to the same period in 2008 primarily as a result of higher utility rates in several of our properties along with redevelopment projects being placed into service leading to higher utility and operating expense in 2009. We capitalized amounts relating to compensation expense of employees directly engaged in construction and successful leasing activities of $13.9 million and $10.6 million in the years ended December 31, 2009 and 2008, respectively.

Same store property taxes increased in the year ended December 31, 2009 compared to 2008, primarily as a result of newly completed redevelopment space offset by favorable property tax reassessment at 350 East Cermak Road.

Same store insurance increased in the year ended December 31, 2009 compared to 2008, primarily as a result of an increase in insurance rates on our renewal of our insurance program.

Same store depreciation and amortization expense increased in the year ended December 31, 2009 compared to 2008, principally because of depreciation of redevelopment projects that were placed into service in late 2008 and during 2009.

General and administrative expenses for the year ended December 31, 2009 increased compared to the same period in 2008 primarily due to the growth of us and our general partner, which resulted in higher employee cost, travel expenses and higher professional fees and marketing expenses offset by $1.6 million of compensation expense in 2008 related to the acceleration of the 2005 OPP Grant. For a further discussion of the acceleration of the 2005 OPP Grant, please refer to note 9 in the notes to the consolidated financial statements included in Item 13 of this Registration Statement on Form 10.

Other expenses are primarily comprised of write-offs of the carrying amounts for tenant improvements, acquired in place lease value and acquired above market lease values as a result of the early termination of tenant leases.

Same store interest expense increased for the year ended December 31, 2009 as compared to the same period in 2008 primarily as a result of higher average outstanding debt balances during 2009 compared to 2008 due to issuance of our 2029 debentures, draws on our Prudential shelf facility, and secured financings on 3 Corporate Place, 1500 Space Park Drive, Mundells Roundabout, Cressex 1, Manchester Technopark and Clonshaugh Industrial Estate II, partially offset by a decrease in interest expense at 350 East Cermak Road due to a lower effective rate after considering impact of interest rate swap agreement and early paydown of the loan in March 2009. Interest capitalized during the years ended December 31, 2009 and 2008 was $9.2 million and $18.4 million, respectively.

New property increases were caused by properties acquired during the period from January 1, 2008 to December 31, 2009. For the year ended December 31, 2009, 1201 Comstock Street, Manchester Technopark, 365 S. Randolphville Road, 1350 Duane Avenue/3080 Raymond Street and 7505 Mason King Court contributed $10.7 million, or approximately 88% in total operating expenses compared to the same period in 2008.


	Same Store Year Ended December 31,							New Properties Year Ended December 31,
(in thousands)	2008		2007		Change			2008		2007		Change
Rental property operating and maintenance	$	133,706	$	104,171	$	29,535		$	17,441	$	5,054	$	12,387
Property taxes		28,546		26,408		2,138			2,556		773		1,783
Insurance		4,683		5,490		(807	)		305		37		268
Depreciation and amortization		147,119		127,079		20,040			25,259		7,340		17,919
General and administrative⁽¹⁾		38,391		30,786		7,605			—		—		—
Other		1,022		431		591			62		—		62

Total operating expenses	$	353,467	$	294,365	$	59,102		$	45,623	$	13,204	$	32,419

Interest expense	$	61,371	$	67,049	$	(5,678	)	$	2,250	$	5	$	2,245

(1)	General and administrative expenses are included in same store as they are not allocable to specific properties.

Same store rental property operating and maintenance expenses increased for the year ended December 31, 2008 compared to the same period in 2007 primarily as a result of higher utility expenses which is attributed to new leasing and increased power rates. We capitalized amounts relating to compensation expense of employees directly engaged in construction and successful leasing activities of $10.6 million and $5.0 million in the years ended December 31, 2008 and 2007, respectively.

Same store property taxes increased in the year ended December 31, 2008 compared to 2007, primarily as a result of newly completed redevelopment space offset by favorable property tax adjustments at 350 East Cermak Road and 200 Paul Avenue 1-4.

Same store insurance decreased in the year ended December 31, 2008 compared to 2007, primarily as a result of favorable insurance rates on our renewal of our insurance program in late 2007.

Same store depreciation and amortization expense increased in the year ended December 31, 2008 compared to 2007, principally because of depreciation of redevelopment projects that were placed into service in late 2007 and during 2008 along with the acceleration of depreciation on assets associated with leases which terminated earlier than previously estimated.

General and administrative expenses for the year ended December 31, 2008 increased compared to the same period in 2007 primarily due to the growth of us and our general partner, which resulted in more employees, additional incentive compensation, and higher professional fees and marketing expenses along with the $1.6 million of compensation expense related to the acceleration of the 2005 OPP Grant. For a further discussion of the acceleration of the 2005 OPP Grant, please refer to note 9 in the notes to the consolidated financial statements included in Item 13 of this Registration Statement on Form 10.

Same store interest expense decreased for the year ended December 31, 2008 as compared to the same period in 2007 primarily as a result of higher capitalized interest during 2008 compared to 2007 along with a decrease in interest expense at 350 East Cermak Road due to a lower variable interest rate offset by higher average outstanding debt balances during 2008 compared to 2007 due to financings on 3 Corporate Place, 2045 & 2055 LaFayette Street, 150 South First Street and 1500 Space Park Drive. Interest capitalized during the years ended December 31, 2008 and 2007 was $18.4 million and $11.9 million, respectively.

New property increases were caused by properties acquired during the period from January 1, 2007 to December 31, 2008. For the year ended December 31, 2008, 3011 Lafayette Street, Devon Shafron Drive properties (3 buildings), 1500 Space Park Drive and 900 Walnut Street contributed $20.6 million, or approximately 63% in total operating expenses compared to the same period in 2007.

Equity in earnings of unconsolidated joint venture

The equity in earnings of unconsolidated joint venture relates to a 50% investment in a joint venture that owns a datacenter property in Seattle, Washington. The investment was made in November 2006. The amount recorded in 2007 includes our portion of the write-off of net costs related to the refinance of the previously outstanding mortgage loan on the property, which amounted to approximately $0.6 million.

Discontinued operations

Discontinued operations relate to the following properties:


Property	Date Acquired	Date Sold
4055 Valley View Lane	September 2003	March 2007
100 Technology Center Drive	February 2004	March 2007

Results of discontinued operations were as follows (in thousands):


	Year Ended December 31, 2007
Operating revenues	$	2,340
Operating expenses		(1,283	)
Interest and other income		5
Interest expense		(607	)
Gain on derivative instruments		940

		1,395
Gain on sale of assets		18,049

Income from discontinued operations		19,444

Liquidity and Capital Resources

Analysis of Liquidity and Capital Resources

As of June 30, 2010, we had $342.6 million of cash and cash equivalents, excluding $35.8 million of restricted cash. Restricted cash primarily consists of interest-bearing cash deposits required by the terms of several of our mortgage loans for a variety of purposes, including real estate taxes, insurance, anticipated or contractually obligated tenant improvements, as well as capital expenditures.

Our short-term liquidity requirements primarily consist of operating expenses, redevelopment costs and other expenditures associated with our properties, distributions to our unitholders, capital expenditures, debt service on our loans and, potentially, acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations, restricted cash accounts established for certain future payments and by drawing upon our revolving credit facility.

As of June 30, 2010, our revolving credit facility had a total capacity of $750.0 million. Effective August 31, 2010, we exercised the first of two one-year extension options to our revolving credit facility, which extends its maturity date from August 31, 2010 to August 31, 2011. The bank group is obligated to grant extension options provided we give proper notice, we make certain representations and warranties and no default exists under the revolving credit facility. As of June 30, 2010, borrowings under the revolving credit facility bore interest at a blended rate of 1.56% (Euro) and 1.67% (GBP), which are based on 1-month EURIBOR and 1-month GBP LIBOR, respectively, plus a margin of 1.10%. The revolving credit facility has a $515.0 million sub-facility for multicurrency advances in British Pound Sterling, Canadian Dollars, Euros, and Swiss Francs. We intend to use available borrowings under the revolving credit facility to, among other things, finance the acquisition of additional properties, fund tenant improvements and capital expenditures, fund development and redevelopment activities and to provide for working capital and other corporate purposes. As of June 30, 2010, approximately $11.6 million was drawn under this facility, and $17.2 million of letters of credit were issued, leaving approximately $721.0 million available for use.

On June 28, 2010, we completed an amendment to our revolving credit facility. The amendment to the revolving credit facility provides us with the ability to add eligible unencumbered international assets to the borrowing base in support of our outstanding unsecured debt. International assets include properties located in Canada, England, Ireland, Wales, France, Spain, the Netherlands, Singapore and Australia. Under the new amendment, international assets may comprise up to 25% of the borrowing base, with assets in Spain and Singapore limited to up to 10% of the borrowing base.

On June 30, 2010, we completed an amendment to our Prudential shelf facility, the terms of which are substantially the same as the amendment to our revolving credit facility described above.

For a discussion of the potential impact of current global economic and market conditions on our liquidity and capital resources, see “—Factors Which May Influence Future Results of Operations—Global market and economic conditions” above.

On December 31, 2009, our general partner entered into equity distribution agreements, which we refer to as the Original Equity Distribution Agreements, with each of Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, or the Original Agents, under which it could issue and sell shares of its common stock having an aggregate offering price of up to $400,000,000 from time to time through, at its discretion, any of the Original Agents as our sales agents. On January 22, 2010, our general partner amended and restated each Original Equity Distribution Agreement with the applicable Original Agent, and also entered into a new equity distribution agreement with Morgan Stanley & Co. Incorporated, or collectively the Equity Distribution Agreements, under which it may issue and sell shares of its common stock having an aggregate offering price of up to $400,000,000 (including the approximately 1.1 million shares of common stock having an aggregate offering price of approximately $54.3 million sold pursuant to the Original Equity Distribution Agreements as of January 22, 2010), from time to time through, at its discretion, any of the Original Agents or Morgan Stanley & Co. Incorporated as its sales agents. The sales of common stock made under the Equity Distribution Agreements will be made in “at the market” offerings as defined in Rule 415 of the Securities Act of 1933, as amended, or the Securities Act. Our general partner has used and intends to use the proceeds from the sale of shares pursuant to the Equity Distribution Agreements to temporarily repay borrowings under our revolving credit facility, to acquire additional properties, to fund development and redevelopment opportunities and for general corporate purposes, including potentially the repayment or repurchase of outstanding debt. From January 1, 2010 through August 31, 2010, our general partner generated net proceeds of approximately $121.5 million from the issuance of approximately 2.2 million common shares under the Equity Distribution Agreements at an average price of $55.24 per share after payment of approximately $1.9 million of commissions to the sales agents. The proceeds from the issuances were contributed to the operating partnership in exchange for the issuance of 2.2 million common units to our general partner.

On January 20, 2010, we closed the sale of $100.0 million aggregate principal amount of our senior unsecured term notes to Prudential Investment Management, Inc. and certain of its affiliates, or, collectively, Prudential, pursuant to the Prudential shelf facility. The notes were issued in two series referred to as the series D and series E notes. The series D notes have a principal amount of $50.0 million, an interest-only rate of 4.57% per annum and a five-year maturity, and the series E notes have a principal amount of $50.0 million, an interest-only rate of 5.73% per annum and a seven-year maturity. On February 3, 2010, we closed the sale of an additional $17.0 million aggregate principal amount of our senior unsecured term notes, which we refer to as the series F notes, to Prudential pursuant to the Prudential shelf facility. The series F notes have an interest-only rate of 4.50% per annum and a five-year maturity. We used the proceeds of the series D, series E and series F notes to fund acquisitions, to temporarily repay borrowings under our revolving credit facility, to fund working capital and for general corporate purposes.

On January 22, 2010, we completed the acquisition of the New England Portfolio, a three-property datacenter portfolio located in Massachusetts and Connecticut, from Sentinel Properties—Needham, LLC, SP—Needham I, LLC, Sentinel Properties – Bedford LLC and Sentinel Properties—Trumbull, LLC, or, collectively, the Sellers. The purchase price, which was determined through negotiations between us and the Sellers, was approximately $375.0 million and was paid in cash funded with borrowings under our revolving credit facility.

On January 28, 2010, we closed the issuance of $500.0 million aggregate principal amount of 5.875% notes due 2020. The purchase price paid by the initial purchasers was 98.296% of the principal amount thereof. The notes are general unsecured senior obligations of the operating partnership and rank equally in right of payment with all other senior unsecured indebtedness of the operating partnership. Interest on the notes is payable on February 1 and August 1 of each year, beginning on August 1, 2010. The net proceeds from the offering after deducting the original issue discount, underwriting commissions and estimated expenses was approximately $487.1 million. We used the net proceeds from the offering to temporarily repay our borrowings under our revolving credit facility, fund development and redevelopment opportunities, fund working capital and for general corporate purposes.

On June 8, 2010, our general partner completed an offering of 6,900,000 shares of common stock for total net proceeds, after deducting discounts and estimated expenses, of approximately $377.1 million. Our general partner contributed the net proceeds from this offering to us in exchange for 6,900,000 common units, as required by our partnership agreement. We used a portion of the net proceeds from the offering to fund a portion of the acquisition of the 365 Main Portfolio, and the balance of the proceeds to acquire additional properties, to fund development and redevelopment opportunities and for general working capital purposes.

On June 14, 2010, our general partner issued 1,160,950 privately issued shares of its common stock, par value $0.01 per share, to us, and we delivered the shares and paid an incentive fee equal to $184,800 and accrued and unpaid interest equal to $503,965 in exchange for $36,960,000 in aggregate principal amount of our 4.125% Exchangeable Senior Debentures due 2026 held by an institutional investor pursuant to an exchange agreement, dated June 14, 2010, by and among us, our general partner and such institutional investor.

On July 8, 2010, we closed the issuance of $375.0 million aggregate principal amount of 4.50% notes due 2015. The purchase price paid by the initial purchasers was 99.697% of the principal amount thereof. The notes are our general unsecured senior obligations, rank equally in right of payment with all our other senior unsecured indebtedness and are fully and unconditionally guaranteed by our general partner. Interest on the notes is payable on January 15 and July 15 of each year, beginning on January 15, 2011. The net proceeds from the offering after deducting the original issue discount, underwriting commissions and estimated expenses was approximately $370.6 million. We used the net proceeds from the offering to fund a portion of the acquisition of the 365 Main Portfolio.

On July 27, 2010, our general partner issued 236,444 privately issued shares of its common stock, par value $0.01 per share, to us, and we delivered the shares and paid an incentive fee equal to $37,516 and accrued and unpaid interest equal to $138,360 in exchange for $7,500,000 in aggregate principal amount of our 4.125% Exchangeable Senior Debentures due 2026 held by an institutional investor pursuant to an exchange agreement, dated July 27, 2010, by and among us, our general partner and such institutional investor.

In two settlements on August 30, 2010 and September 1, 2010, our general partner issued an aggregate of 436,539 privately issued shares of its common stock, par value $0.01 per share, to us, and we delivered the shares and paid an aggregate incentive fee equal to $91,062 and aggregate accrued and unpaid interest equal to $25,157 in exchange for $13,847,000 in aggregate principal amount of our 4.125% Exchangeable Senior Debentures due 2026 held by an institution pursuant to an exchange agreement, dated August 30, 2010, by and among us, our general partner and such institution.

Construction

As of June 30, 2010 and December 31, 2009, work in progress, including the proportionate land and property costs related to current construction projects, amounted to $173.7 million, or $213.7 million including construction accruals and certain capitalized costs, and $156.2 million, or $187.1 million including construction accruals and certain capitalized costs, respectively. Separately, our redevelopment program included the proportionate land and building costs related to other targeted projects in the amount of $80.6 million and $88.6 million as of June 30, 2010 and December 31, 2009, respectively. Work in progress related to non-redevelopment projects, primarily tenant and building improvements, amounted to $1.5 million and $0.4 million as of June 30, 2010 and December 31, 2009, respectively.

Future Uses of Cash

Our properties require periodic investments of capital for tenant-related capital expenditures and for general capital improvements. As of June 30, 2010, we had approximately 1.9 million square feet of redevelopment space and we also owned approximately 151,000 net rentable square feet of datacenter space with extensive installed tenant improvements that we may subdivide for Turn-Key Datacenter^® use during the next two years rather than lease to large single tenants. Turn-Key Datacenter^® space is move-in-ready space for the placement of computer and network equipment required to provide a datacenter environment. Depending on demand for additional Turn-Key Datacenter^® space, we expect to incur significant tenant improvement costs to build out and redevelop these spaces. At June 30, 2010, approximately 128,000 square feet of our space held for redevelopment was under

construction for Turn-Key Datacenter^® space in three U.S. markets and one European market. At June 30, 2010, we had commitments under construction contracts for approximately $62.4 million. We currently expect to incur approximately $300.0 million to $335.0 million of capital expenditures for our redevelopment program during the six months ended December 31, 2010, although this amount may increase or decrease, potentially materially, based on numerous factors, including changes in demand, leasing results and availability of debt or equity capital.

We are also subject to the commitments discussed below under “Commitments and Contingencies,” “Off-Balance Sheet Arrangements” and “Distributions.”

Consistent with our growth strategy, we actively pursue opportunities for potential acquisitions, with due diligence and negotiations often at different stages at different times. The dollar value of additional acquisitions for the remainder of the year ending December 31, 2010 will be based on numerous factors, including tenant demand, leasing results, availability of debt or equity capital and acquisition opportunities.

On July 13, 2010, we completed the acquisition of a five-property datacenter portfolio located in California, Arizona and Virginia, which we refer to as the 365 Main Portfolio. The purchase price was approximately $725.0 million and was funded with proceeds from our common stock offering in June 2010 and notes offering in July 2010 along with borrowings under our revolving credit facility. The 365 Main Portfolio comprises a total of approximately 919,000 square feet.

We may from time to time seek to retire or repurchase our outstanding debt or preferred equity through cash purchases and/or exchanges for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions or other factors. The amounts involved may be material.

We expect to meet our short- and long-term liquidity requirements, including to pay for scheduled debt maturities and to fund property acquisitions and non-recurring capital improvements with net cash from operations, future long-term secured and unsecured indebtedness and the issuance of equity and debt securities. We also may fund future short- and long-term liquidity requirements, including property acquisitions and non-recurring capital improvements using our revolving credit facility pending permanent financing. If we are not able to obtain additional financing on terms attractive to us, or at all, including as a result of the circumstances described above under “Factors Which May Influence Future Results of Operations—Global market and economic conditions”, we may be required to reduce our acquisition or capital expenditure plans, which could have a material adverse effect upon our business and results of operations.

Properties Acquired in 2009

During the year ended December 31, 2009 we acquired or made investments in the following properties:


Location	Metropolitan Area	Date Acquired	Amount (in millions)
Loudoun Exchange II⁽¹⁾	Northern Virginia	May 15, 2009	$	20.3
Digital Realty Trust Datacenter Park—Dallas⁽²⁾	Dallas	September 11, 2009		33.6
444 Toyama Drive	Silicon Valley	September 25, 2009		17.5
1350 Duane Avenue/3080 Raymond Street ⁽³⁾	Silicon Valley	October 30, 2009		90.5
Nokes Boulevard / Beaumeade Circle⁽⁴⁾	Northern Virginia	December 17, 2009		63.3

Total Acquisitions—Year Ended December 31, 2009			$	225.2

(1)	Represents vacant land which is not included in our operating property count.

(2)

In September 2009, we made an initial cash contribution of $1.9 million to a joint venture formed to own and redevelop Digital Realty Trust Datacenter Park—Dallas. The other member contributed seven vacant buildings with an estimated market value of $33.6 million and a third-party non-recourse loan secured by these properties of $17.0 million. We are committed to make an additional $22.9 million of capital contributions needed to fund the redevelopment project. We have determined that the joint venture is a variable interest entity and we are the primary beneficiary. As a result, we have consolidated the joint venture and presented the member interests not owned by us of $16.6 million as noncontrolling interests in consolidated joint venture. For operating property count purposes, we consider this to be one property.

(3)	Includes the assumption of a $52.8 million loan.

(4)	A two-property data center portfolio consisting of four buildings located at 21561 and 21571 Beaumeade Circle in Ashburn, Virginia and 45901 and 45905 Nokes Boulevard in Sterling, Virginia, as well as certain vacant real property located at 21551 Beaumeade Circle in Ashburn, Virginia.

We financed the purchase of these properties primarily with borrowings under our revolving credit facility. We have repaid borrowings under our revolving credit facility with portions of the proceeds from our general partner’s February 2009 common stock issuance, the issuance of our 2029 debentures, sales of common stock under our general partner’s Equity Distribution Agreements, the issuance of notes under our Prudential shelf facility and the issuance of our 5.875% notes due 2020.

Properties Acquired During the Six Months Ended June 30, 2010

During the six months ended June 30, 2010 we acquired or made investments in the following properties:


Location	Metropolitan Area	Date Acquired	Amount (in millions)
New England Portfolio ⁽¹⁾	Various⁽¹⁾	January 22, 2010	$	375.0
1725 Comstock Street ⁽²⁾	Silicon Valley	April 30, 2010		14.1
3105 & 3115 Alfred Street ⁽³⁾	Silicon Valley	May 24, 2010		10.0
Cateringweg 5 ⁽⁴⁾	Amsterdam	June 17, 2010		6.4

Total Acquisitions—Six Months Ended June 30, 2010			$	405.5

(1)

The New England Portfolio consists of 55 Middlesex Turnpike, Bedford, Massachusetts and a 100% condominium interest that represents 87.5% of the square footage of 128 First Avenue, Needham, Massachusetts, both located in the Boston metropolitan area, as well as 60-80 Merritt Boulevard, Trumbull, Connecticut, located in the New York Metro metropolitan area. The New England Portfolio is considered three properties for our property count.

(2)

As part of the acquisition, we have agreed with the seller to remit an earnout payment based on leasing activities in the building. The purchase price includes an accrual of $4.3 million, which is the estimated fair value of the contingent purchase price per the agreement. As of June 30, 2010, the entire building was leased. The final payment to the seller of approximately $4.3 million was made in July 2010 to fully settle the contingent purchase price amount.

(3)	Both buildings were purchased vacant and will be redeveloped.

(4)	A land parcel subject to a ground lease along with a vacant shell building.

Distributions

All distributions on our units are at the discretion of our general partner’s board of directors. In 2009, 2008 and 2007 and the first eight months of 2010, the operating partnership declared the following distributions (in thousands):


Date distribution declared	Distribution payable date	Series A Preferred Unit⁽¹⁾			Series B Preferred Unit⁽²⁾		Series C Preferred Unit⁽³⁾		Series D Preferred Unit⁽⁴⁾		Common Units
February 15, 2007	April 2, 2007		2,199			1,246		—		—		19,442	⁽⁵⁾
May 2, 2007	July 2, 2007		2,199			1,246		1,722		—		19,458	⁽⁵⁾
August 1, 2007	October 1, 2007		2,199			1,246		1,914		—		19,465	⁽⁵⁾
November 1, 2007	December 31, 2007 for Series A, B and C Preferred Units; January 14, 2008 for Common Units		2,199			1,246		1,914		—		22,345	⁽⁶⁾

Total—2007		$	8,796		$	4,984	$	5,550	$	—	$	80,710

February 25, 2008	March 31, 2008		2,199			1,246		1,914		2,899		22,418	⁽⁶⁾
May 5, 2008	June 30, 2008		2,199			1,246		1,914		4,744		22,444	⁽⁶⁾
August 4, 2008	September 30, 2008		2,199			1,246		1,914		4,744		24,258	⁽⁶⁾
November 4, 2008	December 31, 2008 for Series A, B, C and D Preferred Units; January 7, 2009 for Common Units		2,199			1,246		1,914		4,744		26,102	⁽⁷⁾

Total—2008		$	8,796		$	4,984	$	7,656	$	17,131	$	95,222

February 24, 2009	March 31, 2009		2,199			1,246		1,914		4,742		27,053	⁽⁷⁾
April 28, 2009	June 30, 2009		2,199			1,246		1,914		4,742		27,064	⁽⁷⁾
July 28, 2009	September 30, 2009		2,199			1,246		1,914		4,742		29,575	⁽⁸⁾
October 27, 2009	December 31, 2009 for Series A, B, C and D Preferred Units; January 15, 2010 for Common Units		2,199			1,246		1,914		4,742		37,004	⁽⁹⁾

Total—2009		$	8,796		$	4,984	$	7,656	$	18,968	$	120,696

February 23, 2010	March 31, 2010		2,199			1,246		1,914		4,742		40,143	⁽¹⁰⁾
April 27, 2010	June 30, 2010		2,199			1,246		1,914		4,742		44,442	⁽¹⁰⁾
July 19, 2010	September 30, 2010		—	⁽¹¹⁾		1,246		1,914		4,742			⁽¹²⁾

(1)	$2.125 annual rate of distribution per unit.

(2)	$1.969 annual rate of distribution per unit.

(3)	$1.094 annual rate of distribution per unit.

(4)	$1.375 annual rate of distribution per unit.

(5)	$1.145 annual rate of distribution per unit.

(6)	$1.240 annual rate of distribution per unit.

(7)	$1.320 annual rate of distribution per unit.

(8)	$1.440 annual rate of distribution per unit.

(9)	$1.800 annual rate of distribution per unit.

(10)	$1.920 annual rate of distribution per unit.

(11)	Redeemed on August 24, 2010 for a redemption price of $25.31285 per unit, which equals the original issuance price of $25.00 per unit, plus accrued and unpaid distributions up to but not including the redemption date.

(12)	$2.120 annual rate of distribution per unit. Aggregate amount of distribution to be determined based on the number of common units outstanding on the September 15, 2010 record date.

Commitments and Contingencies

We have agreed with the seller of 350 East Cermak Road to share a portion, not to exceed $135,000 per month, of rental revenue, adjusted for our costs to lease the premises, from the leases of the 192,000 square feet of space held for redevelopment. This revenue sharing agreement will terminate in May 2012. We made payments of approximately $3.8 million and $20,000 to the seller during the six months ended June 30, 2010 and 2009, respectively. We have recorded approximately $3.1 million and $2.1 million for this contingent liability on our balance sheet at June 30, 2010 and December 31, 2009, respectively.

As part of the acquisition of Clonshaugh Industrial Estate, we entered into an agreement with the seller whereby the seller is entitled to receive 40% of the net rental income generated by the existing building, after we have received a 9% return on all capital invested in the property. As of February 6, 2006, the date we acquired this property, we have estimated the present value of these expected payments over the 10-year lease term to be approximately $1.1 million and this value has been recorded as a component of the purchase price. Accounts payable and other liabilities include $1.1 million and $1.3 million for this liability as of June 30, 2010 and December 31, 2009, respectively. During the six months ended June 30, 2010 and 2009, we paid approximately $0.1 million and $0.2 million, respectively, to the seller.

As of June 30, 2010, we were a party to interest rate cap and swap agreements which hedge variability in cash flows related to LIBOR, GBP LIBOR and EURIBOR based mortgage loans. Under these swaps, we pay variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amounts. See “Quantitative and Qualitative Disclosures about Market Risk” below.

The following table summarizes our debt, interest, lease and construction contract payments due by period as of December 31, 2009 (dollars in thousands):


Obligation	Total		2010		2011-2012		2013-2014		Thereafter
Debt principal payments⁽¹⁾	$	1,789,853	$	236,875	$	476,536	$	670,866	$	405,576
Interest payable⁽²⁾		401,224		91,739		151,508		105,924		52,053
Ground leases⁽³⁾		25,977		536		1,073		1,073		23,295
Operating lease		39,467		6,777		12,494		9,224		10,972
Construction contracts⁽⁴⁾		41,114		41,114		—		—		—

	$	2,297,635	$	377,041	$	641,611	$	787,087	$	491,896

(1)

Includes $205.5 million of borrowings under our revolving credit facility, which was due to mature in August 2010, and excludes $1.3 million of net loan premiums related to assumed mortgage loans and $6.7 million discount on our 4.125% exchangeable senior debentures due 2026. Effective August 31, 2010, we exercised the first of two one-year extension options to our revolving credit facility, which extends its maturity date from August 31, 2010 to August 31, 2011. This table assumes we did not exercise that option and will not exercise other available extension options.

(2)	Interest payable is based on the interest rate in effect on December 31, 2009 including the effect of interest rate swaps. Interest payable excluding the effect of interest rate swaps is as follows (in thousands):


2010	$	84,495
2011-2012		140,194
2013-2014		101,000
Thereafter		52,053

	$	377,742

(3)

This is comprised of ground lease payments on 2010 East Centennial Circle, Chemin de l’Epinglier 2, Clonshaugh Industrial Estate, Paul van Vlissingenstraat 16, Gyroscoopweg 2E-2F and Naritaweg 52. After February 2036, rent for the remaining term of the 2010 East Centennial Circle ground lease will be determined based on a fair market value appraisal of the asset and, as a result, is excluded from the above information. After December 2036, rent for the remaining term of the Naritaweg 52 ground lease will be determined based on a fair market value appraisal of the asset and, as a result, is excluded from the above information. The Chemin de l’Epinglier 2 ground lease which expires in July 2074 contains potential inflation increases which are not reflected in the table above. The Paul van Vlissingenstraat 16, Chemin de l’Epinglier 2, Gyroscoopweg 2E-2F and Clonshaugh Industrial Estate amounts are translated at the December 31, 2009 exchange rate of $1.43 to €1.00.

(4)	From time to time in the normal course of our business, we enter into various construction contracts with third parties that may obligate us to make payments. At December 31, 2009, we had open commitments related to construction contracts of $41.1 million.

Outstanding Consolidated Indebtedness

The table below summarizes our debt maturities and principal payments as of June 30, 2010 (in thousands):


	Revolving Credit Facility⁽¹⁾		Unsecured Senior Notes		5.875% Notes due 2020			Mortgage Loans⁽²⁾		Exchangeable Senior Debentures			Total Debt
Remainder of 2010	$	11,628	$	—	$	—		$	24,059	$	—		$	35,687
2011		—		25,000		—			113,450		135,290	(3)		273,740
2012		—		—		—			151,783		—			151,783
2013		—		33,000		—			140,392		—			173,392
2014		—		—		—			211,858		266,400	(4)		478,258
Thereafter		—		142,000		500,000			380,534		—			1,022,534

Subtotal	$	11,628	$	200,000	$	500,000		$	1,022,076	$	401,690		$	2,135,394
Unamortized discount		—		—		(8,254	)		—		(3,609	)		(11,863	)
Unamortized premium		—		—		—			1,179		—			1,179

Total	$	11,628	$	200,000	$	491,746		$	1,023,255	$	398,081		$	2,124,710

(1)

Effective August 31, 2010, we exercised the first of two one-year extension options to our revolving credit facility, which extends its maturity date from August 31, 2010 to August 31, 2011. The bank group is obligated to grant extension options provided we give proper notice, we make certain representations and warranties and no default exists under the revolving credit facility.

(2)

Our mortgage loans are generally non-recourse to us, subject to carveouts for specified prohibited actions by us or specified undisclosed environmental liabilities. As of June 30, 2010, we had provided limited recourse guarantees with respect to approximately $153.1 million principal amount of the outstanding mortgage indebtedness, and partial letter of credit support with respect to approximately an additional $43.8 million of the outstanding mortgage indebtedness.

(3)	Assumes maturity of 4.125% exchangeable senior debentures due 2026 at first redemption date in August 2011.

(4)	Assumes maturity of 5.50% exchangeable senior debentures due 2029 at first redemption date in April 2014.

The table below summarizes our debt, as of June 30, 2010 (in millions):


Debt Summary:
Fixed rate	$	1,874.6
Variable rate debt subject to interest rate swaps and caps		238.5

Total fixed rate debt (including interest rate swaps and caps)		2,113.1
Variable rate—unhedged		11.6

Total	$	2,124.7


Percent of Total Debt:
Fixed rate (including swapped debt)		99.5	%
Variable rate		0.5	%

Total		100.0	%


Effective Interest Rate as of June 30, 2010 ⁽¹⁾:
Fixed rate (including hedged variable rate debt)		5.90	%
Variable rate		1.66	%
Effective interest rate		5.88	%

(1)	Excludes impact of deferred financing cost amortization.

As of June 30, 2010, we had approximately $2.1 billion of outstanding consolidated long-term debt as set forth in the table above. Our ratio of debt to total enterprise value was approximately 26% (based on the closing price of our general partner’s common stock on June 30, 2010 of $57.68). For this purpose, our total enterprise value is defined as the sum of the market value of our general partner’s outstanding common stock (which may decrease, thereby increasing our debt to total enterprise value ratio), excluding options issued under our company’s incentive award plan, plus the liquidation value of our general partner’s preferred stock, plus the aggregate value of our units not held by our general partner (with the per unit value equal to the market value of one share of its common stock and excluding long-term incentive units and Class C Units), plus the book value of its total consolidated indebtedness.

The variable rate debt shown above bears interest at interest rates based on various LIBOR, GBP LIBOR and EURIBOR rates ranging from one to twelve months, depending on the respective agreement governing the debt. Assuming maturity of our 4.125% exchangeable senior debentures due 2026 and 5.50% exchangeable senior debentures due 2029 at their first redemption dates in August 2011 and April 2014, respectively, as of June 30, 2010, our debt had a weighted average term to initial maturity of approximately 5.3 years (approximately 5.4 years assuming exercise of extension options).

Off-Balance Sheet Arrangements

As of June 30, 2010, we were party to interest rate swap and cap agreements related to $238.5 million of outstanding principal on our variable rate debt. See “Quantitative and Qualitative Disclosures about Market Risk” below.

The 4.125% exchangeable senior debentures due 2026 provide for excess exchange value to be paid in cash and/or shares of our general partner’s common stock if its stock price exceeds a certain amount. If such debentures were exchanged in full on June 30, 2010, we would owe approximately $135.3 million to the holders of such debentures, payable in cash equal to the principal balance plus $109.8 million, equal to the excess exchange value, payable in cash and/or shares of our general partner’s common stock. See note 5 to our condensed consolidated financial statements for a further description of our 4.125% exchangeable senior debentures due 2026.

Cash Flows

The following summary discussion of our cash flows is based on the consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

Comparison of Six Months Ended June 30, 2010 to Six Months Ended June 30, 2009

The following table shows cash flows and ending cash and cash equivalent balances for the six months ended June 30, 2010 and 2009, respectively (in thousands):


	Six Months Ended June 30,
	2010			2009			Change
Net cash provided by operating activities	$	143,072		$	143,482		$	(410	)
Net cash used in investing activities		(586,486	)		(261,148	)		(325,338	)
Net cash provided by financing activities		713,717			113,648			600,069

Net increase (decrease) in cash and cash equivalents	$	270,303		$	(4,018	)	$	274,321

The decrease in net cash provided by operating activities was primarily due to increased operating and interest expenses partially offset by increased cash flows from new leasing at our same store properties, completed and leased redevelopment space and our acquisition of new operating properties. Net cash used in investing activities increased for the six months ended June 30, 2010, as we had an increase in cash paid for acquisitions for the six months ended June 30, 2010 ($406.0 million) as compared to in the same period in 2009 ($19.1 million) offset by a decrease in cash paid for capital expenditures for the six months ended June 30, 2010 ($153.7 million) as compared to the same period in 2009 ($245.6 million).

Net cash flows from financing activities consisted of the following amounts (in thousands):


	Six Months Ended June 30,
	2010			2009			Change
Proceeds from borrowings, net of repayments	$	(84,513	)	$	(145,673	)	$	61,160
General partner contributions		448,323			83,736			364,587
Net proceeds from 2020 Notes		486,601			—			486,601
Net proceeds from 2029 exchangeable senior debentures		—			258,949			(258,949	)
Distribution payments		(141,791	)		(100,411	)		(41,380	)
Other		5,097			17,047			(11,950	)

Net cash provided by financing activities	$	713,717		$	113,648		$	600,069

The increase in net cash provided by financing activities was primarily due to the issuance of our 2020 Notes (net proceeds of $486.6 million) and general partner contributions (net proceeds from our general partner’s stock offerings of $444.7 million during the six months ended June 30, 2010) as compared to the issuance of our 2029 debentures (net proceeds of $258.9 million) in April 2009. The increase in distribution payments for the six months ended June 30, 2010 as compared to the same period in 2009 was a result of an increase in common units outstanding and distribution amount per unit in 2010 as compared to 2009.

Comparison of Year Ended December 31, 2009 to Year Ended December 31, 2008 and Comparison of Year Ended December 31, 2008 to Year Ended December 31, 2007

The following table shows cash flows and ending cash and cash equivalent balances for the years ended December 31, 2009, 2008 and 2007, respectively. Cash flows include the cash flows of 100 Technology Center Drive (sold in March 2007), 4055 Valley View Lane (sold in March 2007) (in thousands).


	Year Ended December 31,									Increase / (Decrease)
	2009			2008			2007			2009 v 2008			2008 v 2007
Net cash provided by operating activities (including discontinued operations)	$	283,809		$	217,808		$	105,655		$	66,001		$	112,153
Net cash used in investing activities		(519,909	)		(647,751	)		(537,427	)		127,842			(110,324	)
Net cash provided by financing activities		235,086			471,925			440,863			(236,839	)		31,062

Net (decrease) increase in cash and cash equivalents	$	(1,014	)	$	41,982		$	9,091		$	(42,996	)	$	32,891

The increases in net cash provided by operating activities from 2008 to 2009 and from 2007 to 2008 were primarily due to increased cash flows from new leasing at our same store properties, completed and leased redevelopment space and our acquisition of new operating properties which was partially offset by increased operating and interest expenses. We acquired six, five and 13 properties during the years ended December 31, 2009, 2008 and 2007 respectively.

Net cash used in investing activities decreased in 2009 as compared to 2008, as we had a decrease in cash paid for capital expenditures for the year ended December 31, 2009 ($392.4 million) as compared to the same period in 2008 ($545.2 million) offset by an increase in cash paid for acquisitions for the year ended December 31, 2009 ($138.0 million) as compared to the same period in 2008 ($79.2 million).

Net cash used in investing activities increased from 2007 to 2008, as we had an increase in cash payments for our redevelopment program offset by a decrease in cash paid for acquisitions in 2008 ($79.2 million) as compared to 2007 ($359.8 million) and the receipt of proceeds from the sales of 100 Technology Center Drive and 4055 Valley View Lane in March 2007.

Net cash flows from financing activities consisted of the following amounts (in thousands).


	Year Ended December 31,									Increase / (Decrease)
	2009			2008			2007			2009 v 2008			2008 v 2007
Proceeds from borrowings, net of repayments	$	46,657		$	46,703		$	216,006		$	(46	)	$	(169,303	)
Net proceeds from 5.50% exchangeable senior debentures		258,949			—			—			258,949			—
General partner contributions		89,184			549,210			320,751			(460,026	)		228,459
Distribution payments		(150,188	)		(130,040	)		(97,081	)		(20,148	)		(32,959	)
Other		(9,516	)		6,052			1,187			(15,568	)		4,865

Net cash provided by financing activities	$	235,086		$	471,925		$	440,863		$	(236,839	)	$	31,062

General partner contributions were primarily related to the issuance of our units to our general partner in connection with our general partner’s common stock offerings in February 2009 (net proceeds of $82.9 million), July 2008 ($211.6 million) and October 2007 ($150.4 million) and preferred stock offerings in February 2008 ($333.6 million) and April 2007 ($169.1 million). Proceeds from mortgage loans were approximately $122.0 million, $174.9 million and $121.3 million for the years ended December 31, 2009, 2008 and 2007, respectively. We issued $266.4 million of 5.50% exchangeable senior debentures due 2029 on April 20, 2009. The increase in distribution payments for the year ended December 31, 2009 as compared to the same period in 2008 was a result of an increase in

units outstanding and distribution amount per unit in 2009 as compared to 2008 and distributions on our series D preferred units being paid for a full year in 2009, whereas this series of preferred units was outstanding for only a portion of 2008. The increase in distribution payments for the year ended December 31, 2008 as compared to the same period in 2007 was a result of an increase in units outstanding in 2008 as compared to 2007 and distributions on our series D preferred units being paid in 2008, whereas this series of preferred units was not outstanding in 2007.

Inflation

Substantially all of our leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above.

Quantitative and Qualitative Disclosures About Market Risk

Our future income, cash flows and fair values relevant to financial instruments depend upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit rating and other factors.

Analysis of Debt between Fixed and Variable Rate.

We use interest rate swap and cap agreements and fixed rate debt to reduce our exposure to interest rate movements. As of June 30, 2010, our consolidated debt was as follows (in millions):


	Carrying Value		Estimated Fair Value
Fixed rate debt	$	1,874.6	$	2,154.8
Variable rate debt subject to interest rate swaps and caps		238.5		239.0

Total fixed rate debt (including interest rate swaps and caps)		2,113.1		2,393.8
Variable rate debt		11.6		11.6

Total outstanding debt	$	2,124.7	$	2,405.4

Interest rate swaps included in this table and their fair values as of June 30, 2010 and December 31, 2009 were as follows (in thousands):


Notional Amount										Fair Value at Significant Other Observable Inputs (Level 2)
As of June 30, 2010			As of December 31, 2009			Type of Derivative	Strike Rate	Effective Date	Expiration Date	As of June 30, 2010			As of December 31, 2009

$	18,980	(1)	$	20,831	(1)	Swap	4.944	Jul. 10, 2006	Apr. 10, 2011	$	(589	)	$	(952	)
	64,002	(1)		69,154	(1)	Swap	2.980	April 6, 2009	Nov. 30, 2013		(2,681	)		(299	)
	12,884	(2)		15,208	(2)	Swap	3.981	May 17, 2006	Jul. 18, 2013		(952	)		(889	)
	9,321	(2)		11,003	(2)	Swap	4.070	Jun. 23, 2006	Jul. 18, 2013		(712	)		(675	)
	8,203	(2)		9,682	(2)	Swap	3.989	Jul. 27, 2006	Oct. 18, 2013		(641	)		(579	)
	38,184	(2)		45,067	(2)	Swap	3.776	Dec. 5, 2006	Jan. 18, 2012		(1,567	)		(1,887	)
	32,829	(2)		38,746	(2)	Swap	4.000	Dec. 20, 2006	Jan. 18, 2012		(1,420	)		(1,794	)
	36,714	(2)		42,993	(2)	Swap	2.703	Dec. 3, 2009	Sep. 4, 2014		(1,599	)		(453	)
	17,363			17,737		Cap	4.000	June 24, 2009	June 25, 2012		7			70

$	238,480		$	270,421						$	(10,154	)		(7,458	)

(1)	Translation to U.S. dollars is based on exchange rate of $1.49 to £1.00 as of June 30, 2010 and $1.61 to £1.00 as of December 31, 2009.

(2)	Translation to U.S. dollars is based on exchange rate of $1.22 to €1.00 as of June 30, 2010 and $1.43 to €1.00 as of December 31, 2009.

Sensitivity to Changes in Interest Rates.

The following table shows the effect if assumed changes in interest rates occurred:


Assumed event	Interest rate change (basis points)		Change ($ millions)
Increase in fair value of interest rate swaps and caps following an assumed 10% increase in interest rates	13		$	0.8
Decrease in fair value of interest rate swaps and caps following an assumed 10% decrease in interest rates	(13	)		(0.8	)
Increase in annual interest expense on our debt that is variable rate and not subject to swapped or capped interest following a 10% increase in interest rates	13			0.0
Decrease in annual interest expense on our debt that is variable rate and not subject to swapped or capped interest following a 10% increase in interest rates	(13	)		(0.0	)
Increase in fair value of fixed rate debt following a 10% decrease in interest rates	(13	)		5.2
Decrease in fair value of fixed rate debt following a 10% increase in interest rates	13			(5.0	)

Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

Foreign Currency Exchange Risk

For the six months ended June 30, 2010 and 2009, we had foreign operations in the United Kingdom, Ireland, France, The Netherlands, Switzerland and Canada and, as such, are subject to risk from the effects of exchange rate movements of foreign currencies, which may affect future costs and cash flows. Our foreign operations are conducted in the British Pound, Euro and the Swiss Franc, except for our Canadian property for which the functional currency is the U.S. dollar. Our primary currency exposures are to the Euro and the British Pound. We attempt to mitigate a portion of the risk of currency fluctuation by financing our properties in the local currency denominations, although there can be no assurance that this will be effective. As a result, changes in the relation of any such foreign currency to U.S. dollars may affect our revenues, operating margins and distributions and may also affect the book value of our assets and the amount of stockholders’ equity. For the three months ended June 30, 2010 and 2009, operating revenues from properties outside the United States contributed $22.4 million and $19.9 million, respectively, which represented 11.3% and 12.8% of our operating revenues, respectively, and for the six months ended June 30, 2010 and 2009, operating revenues from properties outside the United States contributed $45.5 million and $39.4 million, respectively, which represented 11.7% and 13.0% of our operating revenues, respectively.

ITEM 3.

PROPERTIES

Our Portfolio

As of June 30, 2010, we owned 87 properties, excluding one property held as an investment in an unconsolidated joint venture. These properties are primarily located throughout North America, with 14 properties located in Europe, and contain a total of approximately 15.2 million net rentable square feet, including 1.9 million square feet held for redevelopment. The following table presents an overview of our portfolio of properties, excluding the one property held as an investment in an unconsolidated joint venture, based on information as of June 30, 2010. All properties are held in fee except as otherwise indicated. Please refer to note 5 in the notes to the condensed consolidated financial statements included in Item 13 of this Registration Statement on Form 10 for a description of all applicable encumbrances as of June 30, 2010.


Property⁽¹⁾	Acquisition date	Metropolitan Area	Net Rentable Square Feet Excluding Redevelopment Space⁽²⁾	Redevelopment Space⁽³⁾	Annualized Rent ($000)⁽⁴⁾	Percent Leased⁽⁵⁾		Annualized Rent per Occupied Square Foot ($)⁽⁶⁾
Internet Gateways
350 East Cermak Road	May-05	Chicago	1,122,749	10,990	56,994	94.3	%	53.83
200 Paul Avenue 1-4	Nov-04	San Francisco	443,335	84,345	25,372	99.7	%	57.41
120 E. Van Buren Street	Jul-06	Phoenix	254,497	33,017	20,909	97.5	%	84.27
111 8th Avenue⁽⁷⁾	Mar-07	New York/New Jersey	116,843	—	17,898	95.6	%	160.26
600 West Seventh Street	May-04	Los Angeles	482,089	7,633	17,363	94.7	%	38.05
2323 Bryan Street	Jan-02	Dallas	457,217	19,890	14,527	75.1	%	42.28
114 Rue Ambroise Croizat⁽⁸⁾	Dec-06	Paris, France	300,622	51,524	14,110	90.5	%	51.87
1100 Space Park Drive	Nov-04	Silicon Valley	165,297	—	7,859	100.0	%	47.55
36 NE 2nd Street	Jan-02	Miami	162,140	—	5,314	95.9	%	34.19
600-780 S. Federal	Sep-05	Chicago	161,547	—	5,016	68.7	%	45.19
6 Braham Street⁽⁹⁾	Jul-02	London, England	63,233	—	4,259	100.0	%	67.36
900 Walnut Street	Aug-07	St. Louis	112,266	—	3,873	97.3	%	35.45
125 North Myers	Aug-05	Charlotte	25,402	—	1,277	100.0	%	50.26
731 East Trade Street	Aug-05	Charlotte	40,879	—	1,236	100.0	%	30.24
113 North Myers	Aug-05	Charlotte	29,218	—	730	100.0	%	25.00

			3,937,334	207,399	196,737	92.2	%	54.17

Corporate Datacenters
128 First Avenue CDO	Jan-10	Boston	274,750	—	18,908	95.7	%	71.88
43881 Devin Shafron Drive	Mar-07	Northern Virginia	180,000	—	17,839	98.5	%	100.66
3 Corporate Place	Dec-05	New York/ New Jersey	276,931	—	15,821	96.1	%	59.43
300 Boulevard East	Nov-02	New York/ New Jersey	311,950	—	14,252	100.0	%	45.69
2440 Marsh Lane	Jan-03	Dallas	135,250	—	14,216	100.0	%	105.11
60 & 80 Merritt Boulevard	Jan-10	New York/ New Jersey	169,540	—	12,061	100.0	%	71.14
833 Chestnut Street	Mar-05	Philadelphia	588,770	65,988	11,364	85.7	%	22.52
43791 Devin Shafron Drive	Mar-07	Northern Virginia	132,806	2,194	10,044	100.0	%	75.63
55 Middlesex Turnpike	Jan-10	Boston	106,000	—	10,013	87.9	%	107.44
1350 Duane Avenue/3080 Raymond Street	Oct-09	Silicon Valley	185,000	—	9,693	100.0	%	52.40
3011 Lafayette Street	Jan-07	Silicon Valley	90,780	—	9,658	100.0	%	106.39
1525 Comstock Street	Sep-07	Silicon Valley	42,385	—	8,556	100.0	%	201.85
1500 Space Park Drive	Sep-07	Silicon Valley	51,615	—	8,534	100.0	%	165.33
4025 Midway Road	Jan-06	Dallas	87,964	12,626	8,459	99.8	%	96.38


Property⁽¹⁾	Acquisition date	Metropolitan Area	Net Rentable Square Feet Excluding Redevelopment Space⁽²⁾	Redevelopment Space⁽³⁾	Annualized Rent ($000)⁽⁴⁾	Percent Leased⁽⁵⁾		Annualized Rent per Occupied Square Foot ($)⁽⁶⁾
Unit 9, Blanchardstown Corporate Park⁽⁸⁾	Dec-06	Dublin, Ireland	120,000	—	8,111	99.1	%	68.22
Clonshaugh Industrial Estate II⁽⁸⁾	Feb-06	Dublin, Ireland	124,500	—	7,862	100.0	%	63.15
2055 East Technology Circle⁽¹¹⁾	Oct-06	Phoenix	76,350	—	7,785	100.0	%	101.96
365 S. Randolphville Road	Feb-08	New York/ New Jersey	75,635	189,157	7,628	62.1	%	162.44
Mundells Roundabout⁽⁹⁾	Apr-07	London, England	113,464	—	6,974	100.0	%	61.46
2045 & 2055 LaFayette Street	May-04	Silicon Valley	300,000	—	6,660	100.0	%	22.20
150 South First Street	Sep-04	Silicon Valley	179,761	—	6,639	98.3	%	37.58
Cressex 1⁽⁹⁾	Dec-07	London, England	50,847	—	6,391	100.0	%	125.68
11830 Webb Chapel Road	Aug-04	Dallas	365,647	—	6,235	96.6	%	17.65
3 St. Anne’s Boulevard⁽⁹⁾	Dec-07	London, England	29,168	67,216	5,829	100.0	%	199.83
14901 FAA Boulevard	Jun-06	Dallas	263,700	—	4,817	100.0	%	18.27
2334 Lundy Place	Dec-02	Silicon Valley	130,752	—	4,784	100.0	%	36.59
375 Riverside Parkway	Jun-03	Atlanta	220,016	30,175	4,549	100.0	%	20.68
1201 Comstock Street	Jun-08	Silicon Valley	24,000	—	4,323	100.0	%	180.11
45901 & 45845 Nokes Boulevard	Dec-09	Northern Virginia	167,160	—	4,288	100.0	%	25.65
44470 Chillum Place	Feb-07	Northern Virginia	95,440	—	4,103	100.0	%	42.99
12001 North Freeway	Apr-06	Houston	280,483	20,222	4,019	75.4	%	18.99
43915 Devin Shafron Drive	May-09	Northern Virginia	58,605	73,675	3,533	49.6	%	121.68
2401 Walsh Street	Jun-05	Silicon Valley	167,932	—	3,509	100.0	%	20.90
115 Second Avenue	Oct-05	Boston	66,730	—	3,437	100.0	%	51.51
8534 Concord Center Drive	Jun-05	Denver	85,660	—	3,362	100.0	%	39.25
21110 Ridgetop Circle	Jan-07	Northern Virginia	135,513	—	2,739	100.0	%	20.22
21561 & 21571 Beaumeade Circle	Dec-09	Northern Virginia	164,453	—	2,682	100.0	%	16.31
1807 Michael Faraday Court	Oct-06	Northern Virginia	19,237	—	2,610	100.0	%	135.67
210 N. Tucker Boulevard	Aug-07	St. Louis	139,588	62,000	2,404	79.4	%	21.70
200 North Nash Street	Jun-05	Los Angeles	113,606	—	2,374	100.0	%	20.90
Naritaweg 52^(8)(10)	Dec-07	Amsterdam, Netherlands	63,260	—	2,344	100.0	%	37.05
2403 Walsh Street	Jun-05	Silicon Valley	103,940	—	2,172	100.0	%	20.90
Paul van Vlissingenstraat 16⁽⁸⁾	Aug-05	Amsterdam, Netherlands	77,472	35,000	1,986	58.8	%	43.61
Manchester Technopark⁽⁹⁾	Jun-08	Manchester, England	38,016	—	1,897	100.0	%	49.91
4700 Old Ironsides Drive	Jun-05	Silicon Valley	90,139	—	1,884	100.0	%	20.90
4650 Old Ironsides Drive	Jun-05	Silicon Valley	84,383	—	1,763	100.0	%	20.90
7505 Mason King Court	Nov-08	Northern Virginia	109,650	—	1,735	100.0	%	15.82
444 Toyama Drive	Sep-09	Silicon Valley	42,083	—	1,725	100.0	%	40.99
3015 Winona Avenue	Dec-04	Los Angeles	82,911	—	1,640	100.0	%	19.77
6800 Millcreek Drive	Apr-06	Toronto, Canada	83,758	—	1,576	100.0	%	18.81
3065 Gold Camp Drive	Oct-04	Sacramento	62,957	—	1,555	100.0	%	24.69
251 Exchange Place	Nov-05	Northern Virginia	70,982	—	1,547	100.0	%	21.79
43831 Devin Shafron Drive	Mar-07	Northern Virginia	117,071	—	1,472	100.0	%	12.57
Chemin de l’Epinglier 2⁽⁸⁾	Nov-05	Geneva, Switzerland	59,190	—	1,461	100.0	%	24.69


Property⁽¹⁾	Acquisition date	Metropolitan Area	Net Rentable Square Feet Excluding Redevelopment Space⁽²⁾	Redevelopment Space⁽³⁾	Annualized Rent ($000)⁽⁴⁾		Percent Leased⁽⁵⁾		Annualized Rent per Occupied Square Foot ($)⁽⁶⁾
3300 East Birch Street	Aug-03	Los Angeles	68,807	—		1,458	100.0	%	21.19
1125 Energy Park Drive	Mar-05	Minneapolis/St. Paul	112,827	—		1,437	100.0	%	12.73
101 Aquila Way	Apr-06	Atlanta	313,581	—		1,411	100.0	%	4.50
Clonshaugh Industrial Estate⁽⁸⁾	Feb-06	Dublin, Ireland	20,000	—		1,322	100.0	%	66.09
1232 Alma Road	Sep-09	Dallas	71,579	34,147		1,257	77.3	%	22.72
Gyroscoopweg 2E-2F⁽⁸⁾	Jul-06	Amsterdam, Netherlands	55,585	—		1,076	100.0	%	19.36
8100 Boone Boulevard⁽⁷⁾	Oct-06	Northern Virginia	17,015	—		912	100.0	%	53.60
600 Winter Street	Sep-06	Boston	30,400	—		810	100.0	%	26.63
2300 NW 89^th Place	Sep-06	Miami	64,174	—		616	100.0	%	9.60
7620 Metro Center Drive	Dec-05	Austin	45,000	—		605	100.0	%	13.44
1 St. Anne’s Boulevard⁽⁹⁾	Dec-07	London, England	20,219	—		247	100.0	%	12.23
4849 Alpha Road	Apr-04	Dallas	64,246	61,292		46	100.0	%	0.71
Cateringweg 5⁽⁸⁾	Jun-10	Amsterdam, Netherlands	55,972	—		—	0.0	%	—
7500 Metro Center Drive	Dec-05	Austin	—	74,962		—	0.0	%	—
900 Quality Way	Sep-09	Dallas	—	112,253		—	0.0	%	—
1400 N. Bowser Road	Sep-09	Dallas	—	246,940		—	0.0	%	—
1301 International Parkway	Sep-09	Dallas	—	20,500		—	0.0	%	—
904 Quality Way	Sep-09	Dallas	—	46,750		—	0.0	%	—
905 Quality Way	Sep-09	Dallas	—	249,657		—	0.0	%	—
650 Randolph Road	Jun-08	New York/New Jersey	—	127,790		—	0.0	%	—
1725 Comstock Street	Apr-10	Silicon Valley	—	39,643		—	0.0	%	—
3105 & 3115 Alfred Street	May-10	Silicon Valley	—	49,858		—	0.0	%	—

			8,171,233	1,678,017		333,019	95.8	%	42.54

Technology Manufacturing
34551 Ardenwood Boulevard 1-4	Jan-03	Silicon Valley	307,657	—		9,035	100.0	%	29.37
47700 Kato Road & 1055 Page Avenue	Sep-03	Silicon Valley	183,050	—		3,908	100.0	%	21.35
2010 East Centennial Circle⁽¹²⁾	May-03	Phoenix	113,405	—		2,852	100.0	%	25.15
2 St. Anne’s Boulevard	Dec-07	London, England	—	30,612		—	0.0	%	—

			604,112	30,612		15,795	100.0	%	26.14

Technology Office
100 & 200 Quannapowitt Parkway	Jun-04	Boston	386,956	—		7,222	94.9	%	19.68
1 Savvis Parkway	Aug-07	St. Louis	156,000	—		2,644	100.0	%	16.95
908 Quality Way	Sep-09	Dallas	14,400	—		24	100.0	%	1.67

			557,356	—		9,890	96.4	%	18.40


Portfolio Total/Weighted Average			13,270,035	1,916,028	$	555,441	95.0	%	44.08

(1)	We have categorized the properties in our portfolio by their principal use based on annualized rent. However, many of our properties support multiple uses.

(2)

(3)

Redevelopment space is unoccupied space that requires significant capital investment in order to develop datacenter facilities that are ready for use. Most often this is shell space. However, in certain circumstances this may include partially built datacenter space that was not completed by previous ownership or tenants and requires a large capital investment in order to build out the space.

(4)	Annualized rent represents the monthly contractual rent under existing leases as of June 30, 2010 multiplied by 12.

(5)

Excludes space held for redevelopment. Includes unoccupied space for which we are receiving rent and excludes space for which leases had been executed as of June 30, 2010, but for which we are not receiving rent. We estimate the total square feet available for lease based on a number of factors in addition to contractually leased square feet, including available power, required support space and common area.

(6)	Annualized rent per square foot represents annualized rent as computed above, divided by the total square footage under lease as of the same date.

(7)	111 Eighth Avenue (2^nd and 6^th floors), 8100 Boone Boulevard and 111 Eighth Avenue (3 ^rd and 7^th floors) are leased by us pursuant to leases that expire in June 2014, September 2017 and February 2022, respectively.

(8)

Rental amounts for Unit 9, Blanchardstown Corporate Park, 114 Rue Ambroise Croizat, Naritaweg 52, Paul van Vlissingenstraat 16, Chemin de l’Epinglier 2, Clonshaugh Industrial Estate, Clonshaugh Industrial Estate II, Gyroscoopweg 2E-2F and Cateringweg 5 were calculated based on the exchange rate in effect on June 30, 2010 of $1.22 to €1.00. Paul Van Vlissingenstraat 16, Chemin de l’Epinglier 2, Clonshaugh Industrial Estate and Cateringweg 5 are subject to ground leases, which expire in the years 2054, 2074, 2981 and 2059, respectively.

(9)

Rental amounts for 6 Braham Street, Mundells Roundabout, Cressex 1, Manchester Technopark, 1 St. Anne’s Boulevard and 3 St. Anne’s Boulevard were calculated based on the exchange rate in effect on June 30, 2010 of $1.49 to £1.00. Manchester Technopark is subject to a ground lease, which expires in the year 2125.

(10)	We are party to a ground sublease for this property. This is a perpetual ground sublease. Lease payments were prepaid by the prior owner of this property through December 2036.

(11)	We are party to a ground sublease for this property. The term of the ground sublease expires in September 2083. All of the lease payments were prepaid by the prior owner of this property.

(12)	We are party to a ground sublease for this property. The term of the ground sublease expires in the year 2082.

Tenant Diversification

As of June 30, 2010, our portfolio was leased to approximately 350 companies, many of which are nationally recognized firms. The following table sets forth information regarding the 20 largest tenants in our portfolio based on annualized rent as of June 30, 2010 (dollar amounts in thousands).


	Tenant	Number of Locations	Total Occupied Square Feet⁽¹⁾	Percentage of Net Rentable Square Feet		Annualized Rent ⁽²⁾		Percentage of Annualized Rent		Weighted Average Remaining Lease Term in Months
1	Savvis Communications ⁽³⁾	19	1,972,386	14.9	%	$	53,742	9.7	%	107
2	Equinix Operating Company, Inc. ⁽⁴⁾	8	706,154	5.3	%		27,663	5.0	%	91
3	Qwest Communications International, Inc.	15	637,712	4.8	%		20,652	3.7	%	75
4	Morgan Stanley	4	139,232	1.0	%		20,370	3.7	%	48
5	NTT Communications Company	5	307,887	2.3	%		18,425	3.3	%	59
6	Facebook, Inc.	3	134,999	1.0	%		18,136	3.3	%	83
7	TelX Group, Inc.	10	134,970	1.0	%		17,131	3.1	%	197
8	AT & T	14	553,828	4.2	%		14,836	2.7	%	100
9	JPMorgan Chase & Co.	3	149,935	1.1	%		14,593	2.6	%	114
10	Level 3 Communications, LLC ⁽⁵⁾	21	326,585	2.5	%		11,585	2.1	%	102
11	Microsoft Corporation	3	329,254	2.5	%		9,857	1.8	%	62
12	Yahoo! Inc.	2	110,847	0.8	%		9,800	1.8	%	88
13	TATA Communications (UK)	2	105,366	0.8	%		9,545	1.7	%	90
14	Sprint Communications Co., LP	6	173,319	1.3	%		9,148	1.6	%	51
15	BT Americas, Inc.	3	47,286	0.4	%		9,113	1.6	%	90
16	Pfizer, Inc.	1	76,487	0.6	%		8,983	1.6	%	90
17	T-Systems North America, Inc.	2	77,610	0.6	%		8,145	1.5	%	45
18	Carpathia Hosting	3	51,784	0.4	%		7,934	1.4	%	83
19	eircom Limited	1	124,500	0.9	%		7,862	1.4	%	109
20	Amazon	5	281,384	2.1	%		7,574	1.4	%	130

	Total/Weighted Average		6,441,525	48.5	%	$	305,094	55.0	%	94

(1)	Occupied square footage is defined as leases that have commenced on or before June 30, 2010. For some of our properties, we calculate occupancy based on factors in addition to contractually leased square feet, including available power, required support space and common area.

(2)

Annualized rent represents the monthly contractual rent under existing leases as of June 30, 2010 multiplied by 12. We estimate the total net rentable square feet available for lease based on a number of factors in addition to contractually leased square feet, including available power, required support space and common area.

(3)	Savvis Communications acquired Fusepoint, Inc. (another tenant of ours) in June 2010. All Fusepoint leases are included above.

(4)	Equinix Operating Company, Inc. acquired Switch & Data Facilities Company, Inc. (another tenant of ours) in April 2010. All Switch & Data Facilities Company, Inc. leases are included above.

(5)	Level 3 Communications includes Wiltel Communications & Broadwing Communications.

Lease Distribution

The following table sets forth information relating to the distribution of leases in the properties in our portfolio, based on net rentable square feet (excluding approximately 1.9 million square feet held for redevelopment at June 30, 2010) under lease as of June 30, 2010.


Square Feet Under Lease	Number of Leases (1)	Percentage of All Leases		Total Net Rentable Square Feet (2)	Percentage of Net Rentable Square Feet (2)		Annualized Rent (000) (3)		Percentage of Annualized Rent
Available				668,189	5.0	%		—	—
2,500 or less	636	59.2	%	319,643	2.4	%	$	43,053	7.8	%
2,501 - 10,000	209	19.4	%	1,231,224	9.3	%		84,263	15.2	%
10,001 - 20,000	86	8.0	%	1,532,044	11.5	%		90,561	16.3	%
20,001 - 40,000	64	5.9	%	1,898,005	14.3	%		109,137	19.6	%
40,001 - 100,000	52	4.8	%	3,360,234	25.3	%		123,019	22.1	%
Greater than 100,000	29	2.7	%	4,260,696	32.2	%		105,408	19.0	%

Portfolio Total	1,076	100.0	%	13,270,035	100.0	%	$	555,441	100.0	%

(1)	Includes license and similar agreements that upon expiration will be automatically renewed, primarily on a month-to-month basis. Number of leases represents the leased-unit count; a lease could include multiple units.

(2)

The percentage of net rentable square feet leased is determined based on contractually leased square feet. We estimate the total net rentable square feet available for lease based on a number of factors in addition to contractually leased square feet, including available power, required support space and common area.

(3)	Annualized rent represents the monthly contractual rent under existing leases as of June 30, 2010 multiplied by 12.

Lease Expirations

The following table sets forth a summary schedule of the lease expirations for leases in place as of June 30, 2010 plus available space for ten calendar years at the properties in our portfolio, excluding approximately 1.9 million square feet held for redevelopment at June 30, 2010. Unless otherwise stated in the footnotes, the information set forth in the table assumes that tenants exercise no renewal options and all early termination rights.


Year	Number of Leases Expiring (1)	Square Footage of Expiring Leases (2)	Percentage of Net Rentable Square Feet (2)		Annualized Rent (000) (3)		Percentage of Annualized Rent		Annualized Rent Per Occupied Square Foot		Annualized Rent Per Occupied Square Foot at Expiration		Annualized Rent at Expiration (000)
Available		668,189	5.0	%		—	0.0	%
2010	111	185,242	1.4	%	$	13,667	2.5	%	$	73.78	$	74.07	$	13,720
2011	119	1,190,848	9.0	%		31,638	5.7	%		26.57		26.84		31,959
2012	127	188,357	1.4	%		16,880	3.0	%		89.62		93.87		17,681
2013	109	1,005,820	7.6	%		50,792	9.1	%		50.50		54.05		54,364
2014	124	1,163,255	8.8	%		65,187	11.7	%		56.04		61.23		71,230
2015	99	2,029,316	15.3	%		76,677	13.8	%		37.78		41.19		83,581
2016	64	1,046,388	7.9	%		38,768	7.0	%		37.05		43.11		45,115
2017	42	753,827	5.7	%		30,286	5.5	%		40.18		48.05		36,221
2018	61	716,087	5.4	%		35,168	6.3	%		49.11		63.83		45,706
2019	60	1,471,014	11.1	%		83,610	15.1	%		56.84		66.71		98,135
Thereafter	160	2,851,692	21.4	%		112,768	20.3	%		39.54		54.44		155,243

Portfolio Total / Weighted Average	1,076	13,270,035	100.0	%	$	555,441	100.0	%	$	44.08	$	51.81	$	652,955

(1)	Includes license and similar agreements that upon expiration will be automatically renewed, primarily on a month-to-month basis. Number of expiring leases represents the expiring leased-unit count; a lease could include multiple units.

(2)

(3)	Annualized rent represents the monthly contractual rent under existing leases as of June 30, 2010 multiplied by 12.

ITEM 4.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of August 20, 2010, the beneficial ownership of common units of partnership interests in the operating partnership for (i) each person who is the beneficial owner of 5% or more of the outstanding common units, (ii) directors and named executive officers and (iii) all directors and executive officers as a group. Each person named in the table has sole voting and investment power with respect to all of the common units shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. Unless otherwise indicated, the address of each named person is care of Digital Realty Trust, Inc., 560 Mission Street, Suite 2900, San Francisco, California 94105.


Name of Beneficial Owner	Number of Units Beneficially Owned	Percent of All Units⁽¹⁾
5% Holders
Digital Realty Trust, Inc.	88,166,165	94.1	%
Directors and Executive Officers
Richard A. Magnuson⁽²⁾	622,126	*
Michael F. Foust⁽³⁾	234,231	*
Laurence A. Chapman	2,479	*
Kathleen Earley	3,195	*
Ruann F. Ernst	4,195	*
Dennis E. Singleton	10,643	*
Robert H. Zerbst	1,966	*
A. William Stein⁽⁴⁾	119,248	*
Scott E. Peterson⁽⁵⁾	65,175	*
Christopher J. Crosby, Jr.⁽⁶⁾	80,840	*
All directors and executive officers as a group (15 persons)	1,323,867	1.4	%

*	Less than 1%.

(1)	Based on a total of 93,676,593 units, including vested and unvested long-term incentive units, outstanding as of August 20, 2010.

(2)	Includes 304,827 vested long-term incentive units and 282,001 vested and 35,298 unvested class C profits interest units.

(3)	Includes 22,125 vested and 156,258 unvested long-term incentive units and 20,550 vested and 35,298 unvested class C profits interest units.

(4)	Includes 10,667 vested and 90,385 unvested long-term incentive units and 840 vested and 17,649 unvested class C profits interest units.

(5)	Includes 1,354 vested and 46,349 unvested long-term incentive units and 2,354 vested and 16,472 unvested class C profits interest units.

(6)	Includes 58,300 unvested long-term incentive units and 1,950 vested and 20,590 unvested class C profits interest units.

ITEM 5.

DIRECTORS AND EXECUTIVE OFFICERS

The operating partnership is managed by Digital Realty Trust, Inc., our sole general partner. Consequently, we do not have our own separate directors or executive officers. This Item 5 reflects information with respect to the directors and executive officers of our general partner.

Our general partner held its annual meeting of stockholders on April 27, 2010. At that time, our general partner’s stockholders voted on the election of directors. At the annual meeting, all of the nominees for election as directors of our general partner were elected.

The following table sets forth the names and ages as of August 20, 2010 of the directors of our general partner:


Name	Age	Position	Director Since
Richard A. Magnuson	53	Director and Chairman of the Board	2004
Michael F. Foust	54	Chief Executive Officer and Director	2004
Laurence A. Chapman	61	Director	2004
Kathleen Earley	58	Director	2004
Ruann F. Ernst, Ph.D.	63	Director	2004
Dennis E. Singleton	66	Director	2004
Robert H. Zerbst	63	Director	2009

The following are biographical summaries for the directors of our general partner:

Richard A. Magnuson has served as a director since our general partner’s inception. Mr. Magnuson is the Chairman of our general partner’s Board and served as Executive Chairman of our general partner’s Board from our inception through 2006. Mr. Magnuson is a founder of, and since February 2001 has served as Chief Executive Officer of, GI Partners, an international private equity fund manager which oversees the activities of GI Partners Funds I, II and III. From November 1999 until May 2007, Mr. Magnuson served as Executive Managing Director of CB Richard Ellis Investors, where he formed and managed the investments and activities of GI Partners Fund I. From 1994 through 1999, Mr. Magnuson held various positions with Nomura Securities, most recently as Deputy Managing Director of their London-based Principal Finance Group. From 1989 until 1994, Mr. Magnuson was a director in the Investment Banking division of Merrill Lynch. Mr. Magnuson previously served as a director of Glenborough Realty Trust until its sale and is presently a director of two private companies. Mr. Magnuson received a Bachelor of Arts degree with honors from Dartmouth College and a Master of Business Administration degree from Stanford University Graduate School of Business. Our general partner’s Board selected Mr. Magnuson to serve as a director because it believes he possesses valuable financial and real estate industry expertise, including extensive experience with real estate investments and management and experience serving on the board of directors of a public REIT.

Michael F. Foust has served as our general partner’s Chief Executive Officer and as a director since our general partner’s inception. Mr. Foust is a founder of GI Partners and served as a managing director of GI Partners’ advisor from its inception in February 2001 until our general partner’s initial public offering. During his tenure at GI Partners, Mr. Foust directed technical property acquisitions and portfolio management. Mr. Foust has over 24 years of experience in institutional real estate investments and portfolio management. Prior to the founding of GI Partners, from 1999 to 2001, he was a senior director at CB Richard Ellis Investors. From 1995 to 1999, Mr. Foust was a Senior Vice President at CB Richard Ellis, where he managed regional asset services operations. During the period from 1985 to 1995, Mr. Foust held senior portfolio management and investment positions at UBS Asset Management, Karsten Realty Advisors and Trammell Crow Company. Prior to his real estate career, from 1979 to 1985, Mr. Foust participated in the origination of two related international telecommunications companies, Consortium Communications International and Progressive Systems Inc. The companies provided message switching and turn-key networks for multinational corporations. Mr. Foust received a Bachelor of Arts degree magna cum laude from Harvard University and a Master of Business Administration degree from Harvard Business School. Our general partner’s Board selected Mr. Foust to serve as a director because it believes he possesses valuable financial and real estate industry expertise, including extensive experience with property acquisition, operations, development and management.

Laurence A. Chapman has served as a director of our general partner since 2004. Mr. Chapman is currently Chair of our general partner’s Audit Committee and a member of our general partner’s Nominating and Corporate Governance Committee. Mr. Chapman served as Senior Vice President and Chief Financial Officer of Goodrich Corp. from 1999 until his retirement in 2000. Mr. Chapman served as Senior Vice President and Chief Financial Officer of Rohr, Inc., an aerospace company, from 1994 until 1999, when Rohr, Inc. merged with Goodrich Corp. His responsibilities at both companies included accounting, treasury, tax, insurance, investor relations, financial planning and information technology functions. Prior to his service at Rohr, Inc., Mr. Chapman was employed at Westinghouse Electric Corporation from 1981 through 1994. From 1992 through 1994, Mr. Chapman was the Vice President and Treasurer of Westinghouse Electric Corporation where he was responsible for the financing activities of Westinghouse Electric Corporation and Westinghouse Credit Corp. His responsibilities included supervising corporate finance, cash and short-term funding, project finance, bank relations and international treasury. Mr. Chapman received a Bachelor of Commerce degree with Great Distinction from McGill University and a Master of Business Administration degree from Harvard Business School. Our general partner’s Board selected Mr. Chapman to serve as a director because it believes he possesses valuable financial and accounting expertise, including at companies with extensive real estate interests and his extensive experience in his prior positions of Chief Financial Officer.

Kathleen Earley has served as a director of our general partner since 2004. Ms. Earley is currently Chair of our general partner’s Nominating and Corporate Governance Committee and a member of our general partner’s Compensation Committee. Ms. Earley is the former President and Chief Operating Officer of TriZetto Group, Inc. where she worked from November 2004 until she retired in September 2008. From 1994 through September 2001, Ms. Earley was employed at AT&T Corporation. While at AT&T Corporation, Ms. Earley served as Senior Vice President of Enterprise Networking and Chief Marketing Officer, where she oversaw all AT&T Corporation business-related brand, image and advertising and marketing strategy. One of Ms. Earley’s largest contributions was as President of AT&T Data & Internet Services, a business unit that provided Internet Protocol (IP), web hosting, data and managed

network services. Under her leadership, AT&T’s network became one of the largest Internet backbones in the industry. Prior to joining AT&T Corporation, Ms. Earley was employed by IBM Corporation for 17 years with positions in sales, marketing, planning and strategy development. Ms. Earley is currently a member of the board of directors of one other public company, Switch & Data Facilities Company, and a privately-held company, Gateway EDI, and previously served on the board of Vignette Corp. prior to its sale. Ms. Earley received a Bachelor of Science degree and a Master of Business Administration degree, both from the University of California, Berkeley. Our general partner’s Board selected Ms. Earley to serve as a director because it believes she possesses valuable expertise in the telecommunications and co-location industries, as well as in strategic planning and operations, including extensive experience with sales, marketing and technology-related operations.

Ruann F. Ernst, Ph.D. has served as a director of our general partner since 2004. Ms. Ernst is currently a member of our general partner’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. Ms. Ernst served as Chief Executive Officer of Digital Island, Inc., an e-business delivery network company, from June 1998 until her retirement in January 2002. Ms. Ernst was Chairperson of the Board of Digital Island from December 1999 through July 2001, when the company was acquired by Cable & Wireless, Plc. From 1988 through 1998, Ms. Ernst worked for Hewlett Packard Company, an electronics equipment and computer company, in various management positions, most recently as General Manager, Financial Services Business Unit, and also worked as a Vice President for General Electric Information Services Company. Prior to her work in industry, Ms. Ernst served on the faculty of The Ohio State University, was Director of Medical Research and Computing and served as a Congressional Fellow in the Office of Technology Assessment. Ms. Ernst serves on the board of directors for IHS Inc., which is listed on the New York Stock Exchange. She also serves on the board of directors of Red Planet for NASA and on two non-profit entities: Azimuth Foundation (Kids Sports Stars) and The Ohio State University Foundation. Ms. Ernst received a Bachelor of Science, a Master of Science and a Ph.D. from The Ohio State University. Our general partner’s Board selected Ms. Ernst to serve as a director because it believes she possesses valuable expertise in the telecommunications and co-location industries, including extensive experience working with and leading technology companies.

Dennis E. Singleton has served as a director of our general partner since 2004. Mr. Singleton is currently Chair of our general partner’s Compensation Committee and a member of our general partner’s Audit Committee. Mr. Singleton was a founding partner of Spieker Partners, the predecessor of Spieker Properties, Inc., one of the largest owners and operators of commercial property on the west coast prior to its $7.2 billion acquisition by Equity Office Properties Trust in 2001. Mr. Singleton served as Chief Financial Officer and Director of Spieker Properties, Inc. from 1993 to 1995, Chief Investment Officer and Director from 1995 to 1997 and Vice Chairman and Director from 1998 until his retirement in 2001. During his tenure, Mr. Singleton was involved in identifying and analyzing strategic portfolio acquisition and operating opportunities and oversaw the acquisition and development of more than 20 million square feet of commercial property. From 2001 to the present, Mr. Singleton has managed personal investments in real estate. Mr. Singleton is currently a member of the board of directors and serves on the audit committee of BRE Properties, Inc. Mr. Singleton received a Bachelor of Science degree from Lehigh University and a Master of Business Administration degree from Harvard Business School. Our general partner’s Board selected Mr. Singleton to serve as a director because it believes he possesses valuable financial and real estate industry expertise, including extensive experience with acquisition, financing and operation of commercial property.

Robert H. Zerbst has served as a director of our general partner since October 2009. Mr. Zerbst is a member of our general partner’s Compensation Committee and Nominating and Corporate Governance Committee (effective 2010). Mr. Zerbst currently serves as a Special Advisor to CB Richard Ellis Investors. Mr. Zerbst joined CB Richard Ellis Investors as President in 1997. He served as Chief Executive Officer from 1998 through 2006 and served as Chairman during 2007 and 2008. In 1981, Mr. Zerbst founded and served as Chief Executive Officer of Piedmont Realty Advisors, a San Francisco-based real estate investment manager. In 1991, Piedmont merged with The RREEF Funds. While a partner at RREEF, Mr. Zerbst was responsible for all investments in the western United States and opportunistic investments nationally. Mr. Zerbst is a member of the Pension Real Estate Association (PREA), current Chairman of the National Association of Real Estate Investment Managers (NAREIM), board member of the National Council of Real Estate Investment Fiduciaries (NCREIF), Real Estate Round Table, Los Angeles World Affairs Council, Asia Society and the Policy Advisory Board of the Fisher Center at the Haas School of Business, University of California at Berkeley and a Trustee of the San Francisco Conservatory of Music. Mr. Zerbst received a Bachelor of Arts from Miami University and a Master of Arts in Economics, a Master of Business Administration and a Ph.D. in Finance and Real Estate Economics from The Ohio State University. He has also earned the CRE and MAI professional designations. Our general partner’s Board selected Mr. Zerbst to serve as a director because it believes he possesses valuable financial and real estate industry expertise, including extensive experience with real estate acquisition and investment.

Executive Officers

The following table sets forth the names, ages as of August 20, 2010 and positions of our general partner’s Chief Executive Officer, our general partner’s Chief Financial Officer and the other three most highly compensated officers of our general partner for the year ended December 31, 2009, including our general partner’s Chairman (the “named executive officers”):


Name	Age	Position	Executive Officer Since
Michael F. Foust	54	Chief Executive Officer and Director (principal executive officer)	2004
A. William Stein	56	Chief Financial Officer, Chief Investment Officer and Secretary (principal financial officer)	2004
Scott E. Peterson	48	Senior Vice President, Acquisitions	2004
Christopher J. Crosby, Jr.	38	Senior Vice President, Corporate Development	2004
Richard A. Magnuson	53	Chairman of the Board	2004

The following are biographical summaries for our general partner’s executive officers other than Messrs. Magnuson and Foust, for whom biographical summaries can be found in the preceding section.

A. William Stein joined GI Partners as a consultant in April 2004 and has served as our general partner’s Chief Financial Officer, Chief Investment Officer and Secretary since July 2004. Mr. Stein has over 30 years of investment, financial and operating management experience in both large company environments and small, rapidly growing companies. Prior to joining our general partner, Mr. Stein provided turnaround management advice to both public and private companies. From 2000 to 2001, Mr. Stein served as Co-Head of VentureBank@PNC and Media and Communications Finance at The PNC Financial Services Group where he was responsible for directing the delivery of PNC’s products and services to VentureBank’s high technology and emerging growth client base. Before joining PNC, Mr. Stein was President and Chief Operating Officer of TriNet Corporate Realty Trust, a real estate investment trust (“REIT”) that was acquired by Starwood Financial Trust (now called iStar Financial) in late 1999. Prior to being named President of TriNet, Mr. Stein was Executive Vice President, Chief Financial Officer and Secretary. TriNet’s portfolio consisted of office, industrial and retail properties throughout the U.S. Before joining TriNet in 1995, Mr. Stein held a number of senior investment and financial management positions with Westinghouse Electric, Westinghouse Financial Services and Duquesne Light Company. Mr. Stein practiced law for eight years, specializing in financial transactions and litigation. Mr. Stein received a Bachelor of Arts degree from Princeton University, a Juris Doctor degree from the University of Pittsburgh and a Master of Science degree with Distinction from the Graduate School of Industrial Administration at Carnegie Mellon University.

Scott E. Peterson is our general partner’s Senior Vice President responsible for acquisition activities and has served in such role since October 2004. Mr. Peterson was a managing director of GI Partners from August 2002 until October 2004. While at GI Partners, Mr. Peterson was responsible for property acquisitions with an emphasis on technical properties. Mr. Peterson has over 22 years of real estate experience and was most recently a Senior Vice President with GIC Real Estate, the real estate investment entity for the Government of Singapore Investment Corporation, from May 1994 to August 2002. Previously, Mr. Peterson was active in investments, development and asset management with LaSalle Partners, a real estate services company, and Trammell Crow Company, a real estate developer. Mr. Peterson received a Bachelor of Arts degree from Northwestern University and a Master of Business Administration degree from Northwestern University.

Christopher J. Crosby, Jr. has served as our general partner’s Senior Vice President of Corporate Development since August 2009. Prior to this role, Mr. Crosby served as our general partner’s Senior Vice President of Sales and Technical Services since October 2005. Mr. Crosby joined our general partner in October 2004 as Vice President of our sales and technical services activities. From 2003 until joining our general partner, Mr. Crosby was a Managing Director of Proferian, LLC, a former service provider to GI Partners. While at Proferian, Mr. Crosby was responsible for leasing and sales within the GI Partners portfolio with an emphasis on technology-related leasing, including turn-key datacenter space. Mr. Crosby has over 17 years of technology and technology leasing experience. From 2001 to 2002, Mr. Crosby was a consultant for CRG West, LLC, an operating partner of The Carlyle Group, formed in 2001 to oversee and enhance strategic telecom assets managed by Carlyle Realty Group. Previously, Mr. Crosby was active in sales, sales management and product development at Nortel Networks, then a leading supplier of products and services that support the Internet and other public and private data, voice and multimedia communications networks. Mr. Crosby received a Bachelor of Science degree from the University of Texas at Austin.

ITEM 6.

EXECUTIVE COMPENSATION

The operating partnership is managed by our general partner. Consequently, we do not have our own separate directors or executive officers. This Item 6 reflects information with respect to the directors and executive officers of our general partner.

Compensation Discussion and Analysis

This Compensation Discussion and Analysis section discusses the compensation policies and programs for our general partner’s named executive officers, which consist of our general partner’s Chief Executive Officer, Chief Financial Officer and three other most highly compensated executive officers, as determined under the rules of the SEC.

Overview of Our General Partner’s Executive Compensation Program

Objectives of Our General Partner’s Executive Compensation Program

Our general partner’s Compensation Committee is responsible for establishing, modifying and approving the compensation program for our general partner’s executive officers. The objective of our general partner’s executive compensation program is to attract, retain and motivate experienced and talented executives who can help maximize our general partner’s stockholder value. Our general partner believes that a significant portion of the compensation paid to executive officers should be closely aligned with our general partner’s performance on both a short-term and long-term basis. In order to achieve this objective, in addition to annual base salaries, our general partner’s executive compensation program uses a combination of annual incentives through cash bonuses and long-term incentives through equity-based compensation. Our general partner uses equity-based awards as long-term incentives because it views its company-wide performance and growth as the relevant long-term metric, while its annual cash awards can be targeted to reward the attainment of narrower, short-term performance objectives. The program is intended to encourage high performance, promote accountability and ensure that the interests of the executives are aligned with the interests of our general partner’s stockholders by linking a significant portion of executive compensation directly to achievement of corporate goals and increases in stockholder value. Our general partner seeks to provide total compensation to its executive officers that is competitive with the total compensation paid by comparable REITs and other real estate companies in its peer group, as discussed in more detail below.

The following are our general partner’s principal objectives in establishing compensation for executive officers:

•

Attract and retain individuals with superior ability, managerial talent and leadership capability;

•

Ensure that executive officer compensation is aligned with our general partner’s corporate strategies, business objectives and the long-term interests of its stockholders;

•

Incentivize management to achieve key strategic and financial performance measures by linking incentive award opportunities to the achievement of performance goals in these areas; and

•

Enhance the officers’ incentive to increase our general partner’s stock price and maximize stockholder value, as well as promote retention of key executives, by providing a portion of total compensation opportunities for senior management in the form of direct ownership in our general partner through equity awards, including awards of long-term incentive units in the operating partnership.

Elements of Compensation

The major elements of compensation for the named executive officers are (1) a base salary, intended to provide a stable annual income for each executive officer at a level consistent with such officer’s individual contributions, (2) annual cash performance bonuses, intended to link each executive officer’s compensation to our general partner’s performance and to such officer’s performance, and (3) long-term compensation, which includes grants of long-term incentive units in the operating partnership and other equity-based compensation intended to encourage actions to maximize stockholder value. Each of these elements is discussed in more detail below.

The named executive officers are also entitled to certain benefits upon a change in control of our general partner, including severance benefits and full vesting of all long-term incentive units (other than certain performance-based vesting units that have not met their performance-based vesting requirement) and stock options. Our general partner provides these benefits to the named executive officers in order to give them the personal security and stability necessary for them to focus on the performance of their duties and responsibilities to our general partner and to encourage retention through a potential change in control. These items are described below under “Executive Compensation—Potential Payments upon Termination or Change in Control.”

Our general partner believes that each of these elements plays an important role in the overall executive compensation program and together serve to achieve our general partner’s compensation objectives. The Compensation Committee allocates total compensation between the cash components and equity compensation based on review of the practices of our general partner’s peer group, while considering the balance among providing stability, short-term incentives and long-term incentives to align the interests of management with our general partner’s stockholders. In 2009, the percentage of salary and cash bonus (including annual cash incentive awards paid under our Incentive Award Plan) to total compensation ranged from 40% to 65% for the named executive officers and is set forth for each named executive officer in footnote 6 to our Summary Compensation Table below.

Determination of Compensation Awards

The Compensation Committee annually reviews and determines the total compensation to be paid to the named executive officers. Our general partner’s management, after reviewing competitive market data and advice from compensation consultants engaged by the Compensation Committee, makes recommendations regarding the compensation packages for its officers. The Compensation Committee in its review of these recommendations and in establishing the total compensation for each of the named executive officers considers several factors, including each executive’s roles and responsibilities, each executive’s performance, any significant accomplishments of the executive, our general partner’s financial and operating performance and competitive market data applicable to each executive’s position and functional responsibilities.

Competitive Market Data and Compensation Consultant

In December 2008 and January and February 2009, the Compensation Committee reviewed the salary, bonus and equity compensation paid to the named executive officers and directors. In conducting this review, the Compensation Committee retained the services of Watson Wyatt as the Compensation Committee’s independent compensation consultant. Watson Wyatt does not provide any other services to our general partner.

For its consulting services, Watson Wyatt was instructed to review our general partner’s existing compensation program, provide current data with regard to industry trends, provide information regarding long-term compensation plan alternatives, identify and provide commentary on a peer group and provide cash and equity incentive award information for the peer group and to provide recommendations as to possible modification to the design and implementation of the long-term incentive program.

Peer Group Review

The Compensation Committee reviews total cash and long-term compensation levels against those of our general partner’s peer group companies in order to ensure executive compensation is set at levels that will attract and motivate qualified executives while rewarding performance based on corporate objectives. However, the Compensation Committee does not target compensation levels against any particular percentile within our general partner’s peer group of companies. The Compensation Committee sets compensation levels for each executive officer on the basis of several factors, including the executive officer’s level of experience, tenure with our general partner, competitive market data applicable to the executive officer’s positions and functional responsibilities, the performance of the executive officer and our general partner’s annual and long-term performance.

The peer group used to review 2009 base salaries, bonus targets and long-term equity awards consisted of the following 23 companies: Alexandria Real Estate Equities, Inc., AMB Property Corporation, AvalonBay Communities, Inc., BioMed Realty Trust, Inc., Boston Properties, Inc., Brandywine Realty Trust, CBL & Associates Properties Inc., Corporate Office Properties Trust Inc., Duke Realty Corporation, DuPont Fabros Technology, Inc., Essex Property Trust, Inc., Federal Realty Investment Trust, Health Care REIT, Inc., Kilroy Realty Corporation, KIMCO Realty Corporation, Lexington Realty Trust, Liberty Property Trust, Mack-Cali Realty Corporation, Nationwide Health Properties, Inc., PS Business Parks, Inc., Simon Property Group, Inc., Washington Real Estate Investment Trust and Weingarten Realty Investors. In reviewing Mr. Magnuson’s 2009 base salary, bonus targets and long-term incentive awards, our general partner did not rely on information from the peer group, in part because our general partner did not expect to, nor did our general partner, modify Mr. Magnuson’s compensation levels (except for a minimal increase to Mr. Magnuson’s base salary which was generally provided to all employees without regard to performance and market criteria), and in part because it is difficult to identify positions within the peer group that are truly comparable to Mr. Magnuson’s position of Chairman of our general partner’s Board.

In order to review 2009 base salaries, bonus targets and long-term incentive awards, our general partner adjusted its 2008 peer group. Additions to and deletions from our general partner’s peer group resulted from an in-depth review of its 2008 peer group with advice from its compensation consultant. The Compensation Committee and management, along with the consultant, reviewed a wide array of publicly-traded REITS and co-location service providers in order to select appropriate and comparable peers based on their

industries, their business focus and their size, as measured by sales, market capitalization and enterprise value. Based on this review, our general partner deleted the following companies from its peer group: Akamai Technologies, Inc., Equinix, Inc., Healthcare Realty Trust Incorporated, Infospace, Inc., Internap Network Services Corporation, Switch & Data Facilities Company, Inc., Savvis, Inc. and Terremark Worldwide, Inc. In addition, our general partner added the following companies to its peer group: AMB Property Corporation, AvalonBay Communities, Inc., Boston Properties, Inc., Essex Property Trust, Inc., Federal Realty Investment Trust, Health Care REIT, Inc., PS Business Parks, Inc., Simon Property Group, Inc., Washington Real Estate Investment Trust and Weingarten Realty Investors.

Annual Performance Reviews

To aid the Compensation Committee in setting base salaries, cash incentive targets and long-term equity awards, management provides recommendations annually to the Compensation Committee regarding the compensation of all named executive officers. The Board annually reviews the performance of its Chairman and its Chief Executive Officer, and its Chief Executive Officer reviews the performance of the remaining named executive officers. All of these reviews are presented to the Compensation Committee to provide input about their contributions to our general partner’s success for the period being assessed.

Description of Individual Elements of Compensation

During the year ended December 31, 2009, compensation for the named executive officers was composed of base salary, annual performance-based cash bonuses and equity compensation awards.

Annual Base Salary

Our general partner provides named executive officers and other employees with base salaries to compensate them for services rendered each year. Base salaries comprise the stable part of the compensation program that is not dependent on our performance. This compensation element is necessary to provide the financial certainty that our general partner’s executives seek when they are considering whether to join or remain with our general partner. Our general partner’s Compensation Committee approved new base salaries for each of the named executive officers in February 2009. The new base salaries became effective in March 2009. The base salaries for each of the named executive officers for 2009 with the exception of Mr. Magnuson, as discussed under “—Peer Group Review” above, were determined based in part on the analysis by Watson Wyatt of the compensation practices of companies in our general partner’s peer group. The Compensation Committee also considered the performance of each of the named executive officers and their contributions to our general partner’s overall success. Based on their review, the Compensation Committee increased the salaries of the named executive officers for 2009. The 2009 salaries are set forth below under the heading “Executive Compensation—Summary Compensation Table.”

Annual Incentive Bonuses

Our general partner’s annual incentive bonus program is structured to reward named executive officers based on our general partner’s performance and the individual executive’s contribution to that performance. Annual incentive bonuses are paid in cash if and to the extent performance objectives established by the Compensation Committee at the beginning of the year are achieved. The Compensation Committee believes that the payment of the annual incentive bonus in cash provides the incentive necessary to retain executive officers and reward them for short-term company performance.

Each named executive officer’s annual incentive bonus opportunity for 2009 was established by our general partner’s Compensation Committee and is described in “Executive Compensation—Grants of Plan-Based Awards.” Each named executive officer’s bonus opportunity provides for target and maximum bonus amounts, expressed as a percentage of base salary. In setting these amounts, our general partner’s Compensation Committee considers, among other factors, each executive’s roles and responsibilities within our general partner, the total compensation package associated with that position and competitive market data applicable to that position.

For 2009, the target and maximum bonus amounts, expressed as a percentage of base salary, were 150% and 200% for Mr. Magnuson, 100% and 150% for Mr. Foust, 75% and 100% for Mr. Stein and 100% and 100% for Mr. Peterson. The target bonus for Mr. Crosby was equal to 50% of base salary, plus a bonus based on leasing results up to a maximum of $300,000. The target and maximum bonus payout percentages for each of the named executive officers, and the differences in such percentages among the named executive officers, were determined by reference to competitive market data and practices, with the exception of Mr. Magnuson, as discussed under “—Peer Group Review” above, as well as consideration of each named executive officer’s performance, role and responsibilities at the company. These amounts contemplate the target and maximum percentages set forth in each named executive officer’s employment agreement, and were the subject of arms-length negotiation between our general partner and the named executive officer at the time that the agreement was entered into.

For 2009, based on the recommendations of management, a review of our general partner’s business plan and the analysis provided by Watson Wyatt, the Compensation Committee established financial and operating goals and organizational development goals for each named executive officer. The financial and operating goals included funds from operations (“FFO”) targets, financing objectives, acquisitions targets, leasing and marketing objectives, operations objectives and organizational development objectives. FFO is used by industry analysts and investors as a supplemental performance measure of a REIT. FFO represents net income (loss) available to common stockholders and unitholders (computed in accordance with U.S. GAAP), excluding gains (or losses) from sales of property, real estate-related depreciation and amortization (excluding amortization of deferred financing costs), after adjustments for unconsolidated partnerships and joint ventures. In excluding real estate-related depreciation and amortization and gains and losses from property dispositions, FFO provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs.

The target and maximum levels of FFO established by the Compensation Committee were $2.81 and $2.86, respectively, per diluted share and unit and were equivalent to the midpoint and high end of the range of our general partner’s initial guidance for 2009. These amounts were set by the Compensation Committee based on a number of factors, including expectations surrounding acquisitions and leasing assumptions, financing assumptions, earnings growth, general economic conditions, real estate and technology fundamentals and other specific circumstances facing our general partner. For the purpose of determining bonuses, the Compensation Committee may adjust FFO to exclude profits, losses or expenses which the Compensation Committee determines to be non-recurring to give a more accurate picture of our general partner’s annual performance. 2009 FFO was $2.93 per diluted share and unit, and was not adjusted by the Compensation Committee for purposes of determining bonuses. The financing objective included many factors, including those related to ensuring adequate liquidity to comfortably meet our general partner’s business needs, achieving the lowest cost of capital for market conditions, maximizing risk-adjusted equity returns while maintaining financial flexibility, obtaining debt or equity financing appropriate for business needs, seeking out equity joint venture opportunities for our general partner’s portfolio assets and ensuring timely and accurate financial reporting, tax and forecasting. The acquisitions target set by the Compensation Committee for 2009 included completion of $50 to $100 million of income producing properties at an average cash capitalization rate of 10%, completion of the acquisition of certain redevelopment assets and assistance in underwriting prospective joint venture opportunities for our general partner’s assets.

For 2009, our general partner completed $196.5 million of income producing properties at a cash capitalization rate in excess of 10.5%. Our general partner calculates cash capitalization rate by dividing the expected net operating income to be derived from the property by the total purchase price of the property. Net operating income represents rental revenue and tenant reimbursement revenue from the acquired property less rental property operating and maintenance, property taxes and insurance expense. The leasing objective was based on achieving certain leasing targets in 2009. Management met each of the objectives in 2009 and exceeded the maximum FFO target.

The organizational development goals for 2009 included achievement of certain organizational targets, leadership, development and motivation of employees to achieve high performance and to focus on company goals and the fostering of cross-organizational teamwork. The operations objectives for 2009 included implementation of consistent operations reporting and forecasting, continued implementation of the customer service program and web-based tenant portal and implementation of an appropriate staffing plan. The operations objectives for 2009 also included meeting or exceeding property level operating budgets, meeting or exceeding a portfolio level gross operating margin target and the achievement of tenant retention goals.

The specific financial and operating goals and organizational development goals for each named executive officer were established by the Compensation Committee based on their areas of responsibility. Mr. Foust’s bonus was based 70% on financial and operating goals and 30% on organizational development goals. Mr. Stein’s bonus was based 80% on financial and operating goals and 20% on organizational development goals. Mr. Peterson’s bonus was based 90% on financial and operating goals and 10% on organizational development goals. The portion of Mr. Crosby’s bonus that was not based on leasing results was based 80% on financial and operating goals and 20% on organizational development goals. Mr. Magnuson’s bonus was based on the same criteria, however, the percentages for each category were not specified.

The Compensation Committee, based in part on the recommendations of management, determined each named executive officer’s bonus based on the achievement of the established goals. For 2009, the Compensation Committee determined that all established goals had been achieved or exceeded. Accordingly, the Compensation Committee awarded Mr. Magnuson, Mr. Foust, Mr. Stein and Mr. Peterson their maximum bonus for 2009 plus an additional amount in consideration of their performance under challenging economic conditions.

Equity Incentive Compensation

Our general partner has historically granted to the executive officers stock options and long-term incentive units in the operating partnership under our general partner’s Incentive Award Plan. Our general partner believes that a significant portion of the compensation paid to executive officers should be closely aligned with its performance on both a short-term and long-term basis. The Compensation Committee believes that, while our general partner’s annual bonus program provides awards for positive short-term performance, equity participation creates a vital long-term partnership between executive officers and stockholders. The program is intended to encourage high performance, promote accountability and ensure that the interests of the executives are aligned with the interests of our general partner’s stockholders by linking a significant portion of executive compensation directly to increases in stockholder value.

The Compensation Committee allocates annual incentive compensation between the cash components and equity compensation based on a review of the practices of our peer group and competitive market data (except with respect to Mr. Magnuson for 2009, as discussed under “— Peer Group Review” above), while considering the balance among providing short-term incentives and long-term incentives to align the interests of management with our general partner’s stockholders. The Compensation Committee did not utilize a formulaic approach in allocating the cash and equity-based portions of incentive compensation.

2009 Long-Term Incentive Unit Awards

The Compensation Committee believes that long-term incentive units are an effective incentive to retain the executive officers and increase their performance and closely align the interests of the executive officers with the long-term interests of our general partner’s stockholders. Long-term incentive units may be issued to eligible participants for the performance of services to or for the benefit of the operating partnership. Long-term incentive units, other than class C profits interest units, whether vested or not, receive the same quarterly per-unit distributions as common units in the operating partnership, which equal the per-share distributions on our general partner’s common stock.

Initially, long-term incentive units do not have full parity with common units with respect to liquidating distributions. If such parity is reached, vested long-term incentive units may be converted into an equal number of common units of the operating partnership at any time, and thereafter enjoy all the rights of common units of the operating partnership, including redemption rights.

In order to achieve full parity with common units, long-term incentive units must be fully vested and the holder’s capital account balance in respect of such long-term incentive units must be equal to the capital account balance of a holder of an equivalent number of common units. (The capital account balance attributable to each common unit is generally expected to be the same, in part because of the amount credited to a partner’s capital account upon their contribution of property to the operating partnership, and in part because the partnership agreement provides, in most cases, that allocations of income, gain, loss and deduction (which will adjust the partners’ capital accounts) are to be made to the common units on a proportionate basis. As a result, with respect to a number of long-term incentive units, it is possible to determine the capital account balance of an equivalent number of common units by multiplying the number of long-term incentive units by the capital account balance with respect to a common unit.)

A partner’s initial capital account balance is equal to the amount the partner paid (or contributed to the operating partnership) for its units and is subject to subsequent adjustments, including with respect to the partner’s share of income, gain or loss of the operating partnership. Because a holder of long-term incentive units generally will not pay for the long-term incentive units, the initial capital account balance attributable to such long-term incentive units will be zero. However, the operating partnership is required to allocate income, gain, loss and deduction to the partners’ capital accounts in accordance with the terms of the partnership agreement, subject to applicable Treasury Regulations. The partnership agreement provides that holders of long-term incentive units will receive special allocations of gain in the event of a sale or “hypothetical sale” of assets of the operating partnership prior to the allocation of gain to our general partner or other limited partners with respect to their common units. The amount of such allocation will, to the extent of any such gain, be equal to the difference between the capital account balance of a holder of long-term incentive units attributable to such units and the capital account balance attributable to an equivalent number of common units. If and when such gain allocation is fully made, a holder of long-term incentive units will have achieved full parity with holders of common units. To the extent that, upon an actual sale or a “hypothetical sale” of the operating partnership’s assets as described above, there is not sufficient gain to allocate to a holder’s capital account with respect to long-term incentive units, or if such sale or “hypothetical sale” does not occur, such units will not achieve parity with common units.

The term “hypothetical sale” refers to circumstances that are not actual sales of the operating partnership’s assets but that require certain adjustments to the value of the operating partnership’s assets and the partners’ capital account balances. Specifically, the partnership agreement provides that, from time to time, in accordance with applicable Treasury Regulations, the operating partnership will adjust the value of its assets to equal their respective fair market values, and adjust the partners’ capital accounts, in accordance with the terms of the partnership agreement, as if the operating partnership sold its assets for an amount equal to their value. Times for making such adjustments generally include the liquidation of the operating partnership, the acquisition of an additional interest in the operating partnership by a new or existing partner in exchange for more than a de minimis capital contribution, the distribution by the operating partnership to a partner of more than a de minimis amount of partnership property as consideration for an interest in the operating partnership, in connection with the grant of an interest in the operating partnership (other than a de minimis interest) as consideration for the performance of services to or for the benefit of the operating partnership (including the grant of a long-term incentive unit), and at such other times as may be desirable or required to comply with the Treasury Regulations.

The Compensation Committee approves awards of long-term incentive units on the basis of several factors, including the executive officer’s total compensation package, the executive officer’s roles and responsibilities within our general partner, the executive officer’s performance, any significant accomplishments of the executive officer, our general partner’s financial and operating performance and competitive market data applicable to each executive officer’s position and functional responsibilities.

On February 24, 2009, the Compensation Committee approved an award of long-term incentive profits interest units in the operating partnership to all of the named executive officers, other than Mr. Magnuson, as set forth below in the “Executive Compensation—Grants of Plan-Based Awards” table. The awards were granted to the executives on March 2, 2009. Except for accelerated vesting in the event of a change in control of our general partner, long-term incentive units awarded in 2009 were subject to either time-based vesting or both time-based and performance-based vesting. Each executive received a number of performance-based long-term incentive units equal to 125% of the number of time-based long-term incentive units received by the executive. Based on the recommendations of management and a review of our general partner’s business plan, the vesting of the performance-based long-term incentive units was based on our general partner’s achievement of FFO per diluted share and unit results for the fiscal year ended December 31, 2009 (the “Performance Condition”). The Compensation Committee may adjust FFO to exclude profits, losses or expenses which the Compensation Committee determines to be non-recurring to give a more accurate picture of our general partner’s annual performance. If our general partner’s 2009 FFO had been less than $2.76 per diluted share and unit, none of the long-term incentive units would have satisfied the Performance Condition. If our general partner’s 2009 FFO per diluted share and unit had been between $2.76 and $2.86, then a number of performance-based long-term incentive units equal to between 75% and 125% of the time-based long term incentive units would have satisfied the Performance Condition. Based on our general partner’s 2009 FFO per diluted share and unit of $2.93, all of these long-term incentive units satisfied the Performance Condition. FFO was not adjusted by the Compensation Committee for purposes of the long-term incentive unit awards. All of the long-term incentive units granted in 2009 are subject to time-based vesting based on the executive’s satisfaction of certain service conditions. The time-based service conditions of the awards provide for 20% vesting on each of the first and second anniversaries of the grant date and 30% vesting on each of the third and fourth anniversaries of the grant date, provided the executive continues to be employed with our general partner on each anniversary date.

Employment Agreements

Our general partner has entered into employment agreements with the named executive officers to help provide stability and security and encourage them to remain with our general partner. These agreements include severance and change in control benefits, among other things. The terms of these severance and change in control arrangements are described below in more detail under the caption “Executive Compensation—Potential Payments upon Termination or Change in Control.” Our general partner provides these benefits to the named executive officers in order to give them the personal security and stability necessary for them to focus on the performance of their duties and responsibilities to our general partner and to encourage retention through a potential change in control.

Perquisites

Our general partner generally provides the named executive officers with perquisites and other personal benefits that apply uniformly to all of our general partner’s employees. The Compensation Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers. In 2009, our general partner provided the named executive officers other than Mr. Magnuson with basic life insurance, medical, dental, vision and disability plan benefits, for which the named executive officers were charged the same rates as all other employees, 401(k) matching funds and parking. Our general partner provided Mr. Magnuson with basic life insurance benefits. Other than these standard benefits, our general partner does not provide any other perquisites.

Tax and Accounting Considerations

Internal Revenue Code Section 162(m)

Section 162(m) of the Code disallows a tax deduction for any publicly held corporation for individual compensation of more than $1.0 million in any taxable year to certain executive officers other than compensation that is performance-based under a plan that is approved by the stockholders and that meets certain other technical requirements. Despite the fact that our general partner’s annual incentive bonuses and certain equity-based compensation awards are determined based on the evaluation of our performance and take into consideration certain financial and strategic goals, the Compensation Committee does not apply these factors on a strict formulaic basis. As a result, this compensation may not satisfy the requirements of Section 162(m) of the Code. Our general partner believes that it qualifies as a REIT under the Code and generally is not subject to federal income taxes, provided our general partner distributes to its stockholders at least 100% of its taxable income each year. As a result, our general partner does not expect that the payment of compensation that does not satisfy the requirements of Section 162(m) of the Code will have a material adverse federal income tax consequence to it, provided it continues to distribute at least 100% of its taxable income each year. In appropriate circumstances, the Compensation Committee therefore may elect to implement programs that recognize a full range of performance criteria important to our general partner’s success and to ensure its executive officers are compensated in a manner consistent with our general partner’s best interests and those of its stockholders, even where the compensation paid under such programs may not be deductible under Section 162(m) of the Code.

ASC Topic 718

Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“ASC Topic 718”) (formerly known as Financial Accounting Standard No. 123(R), Share-Based Payments) requires our general partner to recognize an expense for the fair value of equity-based compensation awards. Grants of stock-based compensation are accounted for under ASC Topic 718. The Compensation Committee regularly considers the accounting implications of significant compensation decisions, especially in connection with decisions that relate to equity compensation awards. As accounting standards change, our general partner may revise certain programs to appropriately align accounting expenses of its equity awards with its overall executive compensation philosophy and objectives.

Compensation Committee Interlocks and Insider Participation

There are no Compensation Committee interlocks, and none of our general partner’s employees participates on the Compensation Committee.

COMPENSATION RISK ASSESSMENT

Our general partner believes that its compensation policies and practices appropriately balance near-term performance improvement with sustainable long-term value creation, and that they do not encourage unnecessary or excessive risk taking. In 2010, the Compensation Committee and management conducted an extensive review of the design and operation of our general partner’s compensation program and presented their findings to the Board. The review included an assessment of the level of risk associated with the various elements of compensation. Based on this review and assessment, our general partner believes that its compensation policies and practices are not reasonably likely to have a material adverse effect on the company.

Executive Compensation

Summary Compensation Table

The following table summarizes the total compensation paid to or earned by each of the named executive officers for the years ended December 31, 2009, 2008 and 2007.


Name and Principal Position	Year	Salary ($)⁽¹⁾		Bonus ($)			Stock Awards ($)⁽²⁾		Option Awards ($)⁽³⁾		Non-Equity Incentive Plan Compensation ($)⁽⁴⁾			All Other Compensation ($)⁽⁵⁾			Total ($)⁽⁶⁾
Michael F. Foust,	2009	$	591,000	$	263,500	⁽⁷⁾	$	2,250,001	$	—	$	886,500	⁽⁷⁾	$	214,930	⁽⁸⁾	$	4,205,931
Chief Executive	2008		542,500					1,687,496		—		813,750			102,095			3,145,841
Officer	2007		508,333					1,770,000		105,050		762,500			50,052			3,195,935
A. William Stein,	2009		386,567		115,933	⁽⁹⁾		1,349,995		—		386,567	⁽⁹⁾		141,877	⁽¹⁰⁾		2,380,939
Chief Financial Officer, Chief Investment Officer and Secretary	2008		372,000		93,000	⁽⁹⁾		1,012,490		—		372,000	⁽⁹⁾		68,581			1,918,071
	2007		356,667		89,175	⁽⁹⁾		885,000		105,050		267,525	⁽⁹⁾		40,014			1,743,431
Scott E. Peterson,	2009		337,155		162,845	⁽¹¹⁾		562,493		—		337,155	⁽¹¹⁾		79,522	⁽¹²⁾		1,479,170
Senior Vice President,	2008		325,500					337,484		—		325,500			50,737			1,039,221
Acquisitions	2007		312,500					826,000		105,050		312,500			41,825			1,597,875
Christopher J. Crosby, Jr.,	2009		267,583					871,859		—		410,000			113,536	⁽¹³⁾		1,662,978
Senior Vice President, Corporate Development	2008		258,333					871,865		—		429,167			69,217			1,628,582
Senior Vice President, Corporate Development	2007		241,667					1,332,497		210,100		420,900			38,118			2,243,282
Richard A. Magnuson,	2009		214,067		2,427	⁽¹⁴⁾		—		—		428,133	⁽¹⁴⁾		705	⁽¹⁵⁾		645,332
Chairman	2008		206,667					—		—		413,333			694			620,694
	2007		191,667					1,770,000		—		383,400			5,089			2,350,156

(1)	Represents salaries paid during each applicable year.

(2)

The amounts in this column represent the full grant date fair value of long-term incentive units and class C profits interest units granted during the applicable fiscal year in accordance with ASC Topic 718. For additional information on the valuation assumptions for 2009, refer to Note 9 to our consolidated financial statements included elsewhere in this registration statement.

The amounts shown include the grant date fair value of performance-based long-term incentive units granted in March 2009, based on the probable outcome of the performance conditions to which such long-term incentive units are subject, calculated in accordance with ASC Topic 718. These long-term incentive units are subject to achievement of the performance conditions as described in the heading above entitled “Compensation Discussion and Analysis – Description of Individual Elements of Compensation – 2009 Long-Term Incentive Unit Awards.”

The grant date fair value of the performance-based long-term incentive units granted in March 2009 based on the maximum level of performance is as follows: $1,250,000 for Mr. Foust; $750,000 for Mr. Stein; $312,493 for Mr. Peterson; and $484,363 for Mr. Crosby. Mr. Magnuson did not receive a performance-based long-term incentive unit award during 2009.

(3)

The amounts in this column represent the full grant date fair value of stock options granted during 2007 in accordance with ASC Topic 718. None of the named executive officers were granted stock options during 2008 or 2009. For additional information on the valuation assumptions, refer to Note 9 to our consolidated financial statements included elsewhere in this registration statement.

(4)	The amounts in this column represent performance-based cash incentive award payments that were earned during the specified year and paid in the following year.

(5)	The amounts in this column represent medical, dental, vision and disability insurance premiums, basic life insurance premiums, 401(k) matching funds, parking and distributions on unvested long-term incentive units, but exclude distributions paid on vested long-term incentive units.

(6)	Total salary paid in 2009 plus bonus and cash incentive awards paid in 2010 that were earned during 2009 constituted the following percentages of total compensation for each named executive officer:


Michael F. Foust	47.6	%
A. William Stein	44.0	%
Scott E. Peterson	57.8	%
Christopher J. Crosby, Jr.	40.3	%
Richard A. Magnuson	64.5	%

(7)

See “Compensation Discussion and Analysis—Description of Individual Elements of Compensation—Annual Incentive Bonuses” for a discussion of Mr. Foust’s actual bonus relative to his target bonus for 2009. The portion of Mr. Foust’s 2009 bonus in excess of the maximum bonus target of 150% of base salary in 2009 does not constitute Non-Equity Incentive Plan Compensation and therefore is presented separately under the heading “Bonus.”

(8)	Includes $12,233 for medical, dental, vision and disability insurance premiums, $189,732 from distributions on unvested long-term incentive units and other amounts related to parking, basic life insurance premiums and 401(k) matching funds.

(9)

See “Compensation Discussion and Analysis—Description of Individual Elements of Compensation—Annual Incentive Bonuses” for a discussion of Mr. Stein’s actual bonus relative to his target bonus for 2009. The portions of Mr. Stein’s 2009, 2008 and 2007 bonuses in excess of the maximum bonus targets of 100% of base salary in 2009, 100% of base salary in 2008 and 75% of base salary in 2007 do not constitute Non-Equity Incentive Plan Compensation and therefore are presented separately under the heading “Bonus.”

(10)	Includes $15,676 for medical, dental, vision and disability insurance premiums, $113,236 from distributions on unvested long-term incentive units and other amounts related to parking, basic life insurance premiums and 401(k) matching funds.

(11)

See “Compensation Discussion and Analysis—Description of Individual Elements of Compensation—Annual Incentive Bonuses” for a discussion of Mr. Peterson’s actual bonus relative to his target bonus for 2009. The portion of Mr. Peterson’s 2009 bonus in excess of the maximum bonus target of 100% of base salary in 2009 does not constitute Non-Equity Incentive Plan Compensation and therefore is presented separately under the heading “Bonus.”

(12)	Includes $18,262 for medical, dental, vision and disability insurance premiums, $48,295 from distributions on unvested long-term incentive units and other amounts related to parking, basic life insurance premiums and 401(k) matching funds.

(13)	Includes $18,262 for medical, dental, vision and disability insurance premiums, $84,769 from distributions on unvested long-term incentive units and other amounts related to basic life insurance premiums and 401(k) matching funds.

(14)

See “Compensation Discussion and Analysis—Description of Individual Elements of Compensation—Annual Incentive Bonuses” for a discussion of Mr. Magnuson’s actual bonus relative to his target bonus for 2009. The portion of Mr. Magnuson’s 2009 bonus in excess of the maximum bonus target of 200% of base salary in 2009 does not constitute Non-Equity Incentive Plan Compensation and therefore is presented separately under the heading “Bonus.”

(15)	Includes basic life insurance premiums.

Grants of Plan-Based Awards

The following table provides information concerning target payouts under plan-based awards granted or awarded during 2009 to each of the named executive officers.


Name	Grant Date	Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾						Estimated Future Payouts Under Equity Incentive Plan Awards⁽²⁾			All Other Stock Awards: Number of Shares of Stocks or Units (#)⁽³⁾	Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Name	Grant Date	Threshold ($)	Target ($)			Maximum ($)		Threshold (#)	Target (#)	Maximum (#)		Grant Date Fair Value of Stock and Option Awards ($)⁽⁴⁾
Michael F. Foust,	03/02/2009		$	591,000	⁽⁵⁾	$	886,500	27,819	—	46,365		$	1,250,000
Chief Executive Officer	03/02/2009										37,092		1,000,000
A. William Stein,	03/02/2009			289,925	⁽⁵⁾		386,567	16,691	—	27,819			750,000
Chief Financial Officer, Chief Investment Officer and Secretary	03/02/2009										22,255		599,995
Scott E. Peterson,	03/02/2009			337,155	⁽⁵⁾		337,155	6,955	—	11,591			312,493
Senior Vice President, Acquisitions	03/02/2009										9,273		250,000
Christopher J. Crosby, Jr.,	03/02/2009			433,792	⁽⁵⁾		433,792	10,780	—	17,966			484,363
Senior Vice President, Corporate Development	03/02/2009										14,373		387,496
Richard A. Magnuson,	—			321,100	⁽⁵⁾		428,133	—	—	—	—		—
Chairman

(1)	Represents cash incentive awards payable in 2010 based on 2009 performance. There were no threshold bonus award amounts. See the “Summary Compensation Table” under the “Non-Equity Incentive Plan Compensation” column for actual 2009 bonuses paid.

(2)

Represents performance-based long-term incentive units the operating partnership awarded in 2009. Indicated threshold and maximum amounts correspond to the number of long-term incentive units that would have been earned in the event that specified minimum and maximum FFO targets, respectively, were achieved. For more information on 2009 long-term incentive unit awards, see “Compensation Discussion and Analysis—Description of Individual Elements of Compensation—2009 Long-Term Incentive Unit Awards.”

(3)	Represents time-based long-term incentive units in the operating partnership awarded in 2009. For more information on the 2009 long-term incentive unit awards, see “Compensation Discussion and Analysis—Description of Individual Elements of Compensation—2009 Long-Term Incentive Unit Awards.”

(4)

Represents the full grant date fair value of performance-based long-term incentive units and time-based long-term incentive units granted during 2009 in accordance with ASC Topic 718. For additional information on the valuation assumptions, refer to Note 9 to our consolidated financial statements included elsewhere in this registration statement.

(5)	Represents target cash incentive awards based on amounts established for 2009. Actual cash incentive awards reflect salaries actually paid in 2009.

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

2007 Outperformance Awards

On May 2, 2007, the Compensation Committee approved the grant to each of the named executive officers of an award of class C profits interest units of the operating partnership under our general partner’s Incentive Award Plan. If the performance condition and the other vesting conditions are satisfied with respect to a class C profits interest unit, the class C profits interest unit will be treated in the same manner as the existing long-term incentive units issued by the operating partnership. Initially, class C profits interest units, like other long-term incentive units, will not have full parity with common units with respect to liquidating distributions. If such parity is reached, vested class C profits interest units may be converted into an equal number of common units of the operating partnership at any time, and thereafter enjoy all the rights of common units of the operating partnership, including redemption rights. For a discussion of the manner in which class C profits interest units may achieve parity with common units, see “Compensation Discussion and Analysis—Description of Individual Elements of Compensation—2009 Long-Term Incentive Unit Awards.”

The class C profits interest units subject to each 2007 award will satisfy the performance condition based on the achievement of a total stockholder return (which our general partner refers to as the performance condition) as measured on November 1, 2008 (which our general partner refers to as the first measurement date) and May 1, 2010 (which our general partner refers to as the second measurement date). If:

•

with respect to the first measurement date, our general partner achieves a total stockholder return equal to at least 18% over a period commencing on May 2, 2007 and ending on November 1, 2008; and

•

with respect to the second measurement date, our general partner achieves a total stockholder return equal to at least 36% over a period commencing on May 2, 2007 and ending on the earlier of May 1, 2010 and the date of a change in control of our general partner,

the performance condition will be deemed satisfied with respect to a number of class C profits interest units that is based on the executive’s allocated percentage of an aggregate performance award pool. For purposes of calculating the total stockholder return during this period, the initial value of our general partner’s common stock will be equal to $40.51 (which represents the five day trailing average of the closing prices of our general partner’s common stock ending on May 1, 2007) and the ending value of our general partner’s common stock will be based on the thirty day trailing average as of the applicable measurement date and will include an amount that would have been realized if all cash dividends paid during the performance period were reinvested in common stock on the applicable dividend payment date. Our general partner did not satisfy the performance condition at the first measurement date.

The aggregate amount of the performance award pool will be equal to 8% of the “excess stockholder value” created during the applicable performance period, but in no event will the amount of the pool exceed:

•

$17 million for the first measurement date; or

•

$40 million (less the amount of the performance award pool as of the first measurement date) for the second measurement date.

“Excess stockholder value” is equal to the excess of:

•

the aggregate market value of the total number of shares of common stock and units outstanding at the end of the performance period, plus the cumulative value of dividends paid during the performance period (assuming reinvestment in our general partner’s common stock), over

•

an increase in the aggregate market value of the common stock and units as of May 1, 2007 of 18% with respect to the first measurement date and 36% with respect to the second measurement date, plus in each case a prorated increase in the aggregate market value of new shares of common stock and units issued by our general partner or the operating partnership during the performance period.

The first and second measurement dates may be accelerated as follows:

•

in the event that during any 60 consecutive calendar days ending prior to November 1, 2008 the performance award pool, if calculated on each trading day during such period, equals or exceeds $17 million on each such trading day, the first measurement date will be accelerated to the last calendar day of the 60-day period; and

•

in the event that during any 60 consecutive calendar days ending prior to May 1, 2010, the performance award pool, if calculated on each trading day during such period, equals or exceeds $40 million on each such trading day, the second measurement date will instead be accelerated to the last calendar day of the 60-day period.

Except in the event of a change in control of our general partner, 60% of the class C profits interest units that satisfy the performance condition will vest at the end of the three-year performance period ending on May 1, 2010 and an additional 1/60th of such class C profits interest units will vest on the date of each monthly anniversary thereafter, provided that the executive’s service has not terminated prior to the applicable vesting date. If, however, a change in control of our general partner occurs on or before April 30, 2010 and our general partner achieves a total annual stockholder return (based on the price per share paid in the change in control transaction) equivalent to at least 36% (prorated to the date of the change of control), 100% of the class C profits interest units that satisfy the performance condition as of the change in control date will vest immediately prior to the change in control. In addition, if a change in control of our general partner occurs after the second measurement date and the executive remains a service provider, the class C profits interest units that satisfied the performance condition will fully vest immediately prior to the change in control.

If the executive’s service is terminated due to death or disability (or without cause or for good reason if the executive’s employment agreement defines “cause” or contemplates a “good reason” termination) prior to the end of the performance period or

change in control date and our general partner later satisfies the performance condition, a pro rata portion of the class C profits interest units will then vest based on the executive’s length of service during the performance period (20% if the executive remained in service through May 1, 2008 and 1/60th on each subsequent monthly anniversary thereafter).

To the extent that any class C profits interest units fail to satisfy the performance condition at the end of the performance period (or the change in control date, if earlier), such class C profits interest units will automatically be cancelled and forfeited by the executive. In addition, any class C profits interest units which are not eligible for pro rata vesting in the event of a termination of the executive’s employment due to death or disability (or without cause or for good reason, if applicable) will automatically be cancelled and forfeited upon a termination of the executive’s employment.

In the event that the value of the executive’s allocated portion of the award pool that satisfies the performance condition equates to a number of class C profits interest units that is greater than the number of class C profits interest units awarded to the executive, our general partner will make an additional payment to the executive in the form of a number of shares of our general partner’s restricted stock equal to the difference. Sixty percent of the shares of restricted stock will be vested at the time of issuance and 1/60th of such shares will vest on each monthly anniversary thereafter, subject to full accelerated vesting in the event of a subsequent change in control of our general partner. If, however, this additional payment is made in connection with a change in control of our general partner that satisfies the performance condition, all of the shares issued will be fully vested at the time of issuance. If the executive’s service is terminated due to death or disability (or without cause or for good reason, if applicable) prior to the end of the performance period or change in control date, the executive will be entitled to receive a similar pro rata payment, based on his service during the performance period, in the form of shares of fully vested common stock rather than restricted stock, subject to compliance with applicable federal and state securities laws.

All determinations, interpretations and assumptions relating to the vesting and calculation of the awards under the class C profits interest units agreements will be made by the administrator of our general partner’s Incentive Award Plan (presently the Compensation Committee). In addition, the administrator may, in its discretion, adjust or modify the methodology for calculating the vesting of the awards (other than the executive’s allocated percentage of the performance award pool) to account for events affecting the value of our general partner’s common stock which the administrator of our general partner’s Incentive Award Plan does not consider indicative of our general partner’s performance, such as the issuance of new common stock, stock repurchases, stock splits, issuances and/or exercises of stock grants or stock options, and similar events.

Employment Agreements

Michael F. Foust

On August 7, 2008, our general partner entered into a new employment agreement with Mr. Foust, our general partner’s Chief Executive Officer. On December 24, 2008, the employment agreement was amended for further compliance with Section 409A of the Code. The current term of Mr. Foust’s employment agreement extends until August 6, 2011, subject to automatic renewal for successive one-year periods unless either party provides notice of such party’s intention not to renew the employment agreement not less than 60 days prior to August 6, 2011.

Mr. Foust’s annual base salary pursuant to the employment agreement, as adjusted, is currently $700,000, subject to increase in accordance with our general partner’s policies in effect from time to time. Mr. Foust is eligible for an annual cash performance bonus under our general partner’s incentive bonus plan based on the satisfaction of performance criteria established in accordance with the terms of such plan. The target and maximum annual bonuses for Mr. Foust are currently 100% and 150%, respectively, of his base salary. Mr. Foust is eligible to participate in all incentive, savings and retirement plans, practices, policies and programs, and medical and other group welfare plan coverage and fringe benefits provided to similarly-situated executives.

Mr. Foust’s employment agreement provides that if his employment is terminated (i) by our general partner without “cause,” (ii) by Mr. Foust for “good reason” (each as defined in the employment agreement) or (iii) by Mr. Foust for any reason on or within 30 days after the six month anniversary of a “change in control” (as defined in our general partner’s Incentive Award Plan), then, subject to Mr. Foust’s execution and non-revocation of a general release of claims, he will be entitled to a lump-sum termination payment within 30 days after the date of such termination in an amount equal to the sum of (a) three times the sum of his then-current annual base salary plus his maximum annual bonus for the fiscal year in which the termination date occurs, (b) the prorated portion of 150% of his then-current annual base salary for the partial fiscal year in which the termination date occurs (the “stub year bonus”) and (c) if the termination occurs after a fiscal year-end but before annual bonuses are paid or determined for such preceding fiscal year, an amount equal to such unpaid bonus, if determined, or 150% of his base salary actually paid for such preceding year (the “prior year bonus”), if any. In addition, all outstanding unvested stock options and other equity-based awards held by Mr. Foust, other than any equity award that is subject to performance-based vesting (including unvested class C profits interest units and 2009 long-term incentive unit awards), shall become fully vested and exercisable. With respect to any outstanding unvested stock options and other equity-based awards subject to performance-based vesting (including unvested class C profits interest units and 2009 long-term incentive unit awards), Mr. Foust will continue to be deemed a “service provider” under the applicable award agreements until all such awards that ultimately satisfy the performance conditions, if any, vest. Further, in the event of any such termination described in this paragraph, Mr. Foust will be entitled to continued health insurance coverage at least equal to the coverage that would have been provided to him if his employment had not been terminated, for a period ending on the earlier of the first anniversary of such termination or the date on which he becomes eligible to receive comparable health insurance under a subsequent employer’s plan.

Mr. Foust’s employment agreement further provides that upon death or disability, he will be entitled to a lump-sum severance payment in an amount equal to the sum of (i) his then-current annual base salary, (ii) his maximum annual bonus for the fiscal year in which the termination date occurs, (iii) the stub year bonus and (iv) the prior year bonus, if any. In addition, all equity-based awards held by Mr. Foust will be subject to the severance provisions described in the preceding paragraph.

Mr. Foust is entitled to an additional tax gross-up payment under his employment agreements if any amounts paid or payable to him would be subject to the excise tax on certain so-called “excess parachute payments” under Section 4999 of the Code. However, if a reduction in the payments of 10% or less would render the excise tax inapplicable, then the payments will be reduced by such amount and our general partner will not be required to make the gross-up payment.

The employment agreement of Mr. Foust contains confidentiality provisions which apply indefinitely and non-solicitation provisions which will apply during the term of his employment and for a one-year period thereafter. In addition, the employment agreement provides that, except in limited circumstances, Mr. Foust generally may not compete with our general partner through the acquisition or ownership of technology-related real estate properties in the United States or Europe during the term of his employment with our general partner.

A. William Stein

On August 7, 2008, our general partner entered into a new employment agreement with Mr. Stein, our general partner’s Chief Financial Officer and Chief Investment Officer. On December 24, 2008, the employment agreement was amended for further compliance with Section 409A of the Code. The current term of Mr. Stein’s employment agreement extends until August 6, 2011, subject to automatic renewal for successive one-year periods unless either party provides notice of such party’s intention not to renew the employment agreement not less than 60 days prior to August 6, 2011.

Mr. Stein’s annual base salary pursuant to the employment agreement, as adjusted, is currently $445,000, subject to increase in accordance with our general partner’s policies in effect from time to time. Mr. Stein is eligible for an annual cash performance bonus under our general partner’s incentive bonus plan based on the satisfaction of performance criteria established in accordance with the terms of such plan. The target annual bonus for Mr. Stein is 100% of his base salary. Mr. Stein is eligible to participate in all incentive, savings and retirement plans, practices, policies and programs, and medical and other group welfare plan coverage and fringe benefits provided to similarly-situated executives.

Mr. Stein’s employment agreement provides that if his employment is terminated by our general partner without “cause” or by Mr. Stein for “good reason” (each as defined in the employment agreement), then, subject to Mr. Stein’s execution and non-revocation of a general release of claims, he will be entitled to receive a lump-sum severance payment within 60 days after the date of such termination in an amount equal to the sum of (i) his then-current annual base salary, (ii) the prorated portion of the maximum annual bonus for the partial fiscal year in which the termination date occurs (the “stub year bonus”) and (iii) if the termination occurs after a fiscal year-end but before annual bonuses are paid or determined for such preceding fiscal year, an amount equal to such unpaid bonus, if determined, or the maximum bonus (the “prior year bonus”), if any.

Pursuant to Mr. Stein’s employment agreement, in the event of a termination of Mr. Stein’s employment by our general partner without “cause” or by the executive for “good reason” on or within one year after a “change in control” (as defined in our general partner’s Incentive Award Plan), in lieu of the severance payment set forth in the preceding paragraph, Mr. Stein will be entitled to receive a lump-sum severance payment within 60 days after the date of such termination in an amount equal to the sum of (i) two times the amount of his then-current base salary, (ii) two times the greater of (a) his target annual bonus for the fiscal year in which the termination date occurs or (b) the annual bonus paid for the immediately preceding fiscal year, (iii) the stub year bonus and (iv) the prior year bonus, if any. Mr. Stein will also be entitled to continued health insurance coverage at least equal to the coverage that would have been provided to him if his employment had not been terminated, for a period ending on the earlier of the first anniversary of such termination or the date on which he becomes eligible to receive comparable health insurance under a subsequent employer’s plan. In addition, all outstanding unvested stock options and other equity-based awards held by Mr. Stein, other than any equity award that is subject to performance-based vesting (including unvested class C profits interest units and other outperformance awards), shall become fully vested and exercisable; provided, that with respect to any stock options and other equity-based awards that were subject to a performance condition (including unvested class C profits interest units and 2009 long-term incentive unit awards), such stock options or other equity-based awards shall only vest to the extent provided in the applicable award agreement.

Mr. Stein’s employment agreement further provides that upon death or disability, he will be entitled to a lump-sum severance payment in an amount equal to the sum of (i) his then-current annual base salary, (ii) his maximum annual bonus for the fiscal year in which the termination date occurs, (iii) the stub year bonus and (iv) the prior year bonus, if any. In addition, all equity-based awards held by Mr. Stein will be subject to the severance provisions described in the preceding paragraph, except that with respect to any outstanding unvested stock options and other equity-based awards subject to performance-based vesting (including unvested class C profits interest units and 2009 long-term incentive unit awards), Mr. Stein will continue to be deemed a “service provider” under the applicable award agreements until all such awards that ultimately satisfy the performance conditions, if any, vest.

Mr. Stein is entitled to an additional tax gross-up payment under his employment agreements if any amounts paid or payable to him would be subject to the excise tax on certain so-called “excess parachute payments” under Section 4999 of the Code. However, if a reduction in the payments of 10% or less would render the excise tax inapplicable, then the payments will be reduced by such amount and our general partner will not be required to make the gross-up payment.

The employment agreement of Mr. Stein contains confidentiality provisions which apply indefinitely and non-solicitation provisions which will apply during the term of his employment and for a one-year period thereafter. In addition, the employment agreement provides that, except in limited circumstances, Mr. Stein generally may not compete with our general partner through the acquisition or ownership of technology-related real estate properties in the United States or Europe during the term of his employment with our general partner.

Scott E. Peterson

On December 24, 2008, our general partner entered into an amended and restated employment agreement with Mr. Peterson, Senior Vice President, Acquisitions. Mr. Peterson’s employment under this agreement is at-will and either party may terminate his employment for any reason or for no reason by giving 30 days notice to the other party.

Mr. Peterson’s annual base salary pursuant to the employment agreement, as adjusted, is currently $350,940, subject to increase in accordance with our general partner’s policies in effect from time to time. Mr. Peterson is eligible for an annual cash performance bonus under our general partner’s incentive bonus plan based on the satisfaction of performance criteria established in accordance with the terms of such plan. The target and maximum annual bonuses for Mr. Peterson are currently 100% and 100%, respectively, of his base salary. Mr. Peterson is eligible to participate in all incentive, savings and retirement plans, practices, policies and programs, and medical and other group welfare plan coverage and fringe benefits provided to similarly-situated employees.

Mr. Peterson’s employment agreement provides that if his employment is terminated by our general partner without “cause” (as defined in the employment agreement), then, subject to Mr. Peterson’s execution and non-revocation of a general release of claims, he will be entitled to receive a lump-sum severance payment within 60 days after the date of such termination in an amount equal to 50% of the sum of (i) his then-current annual base salary and (ii) his target bonus for the fiscal year in which the termination date occurs.

Pursuant to Mr. Peterson’s employment agreement, in the event of a termination of Mr. Peterson’s employment by our general partner without “cause” on or within one year after a “change in control” (as defined in our general partner’s Incentive Award Plan), in lieu of the severance payment set forth in the preceding paragraph, Mr. Peterson will be entitled to receive a lump-sum severance payment within 60 days after the date of such termination in an amount equal to the sum of (i) his then-current base salary and (ii) the greater of (a) his target annual bonus for the fiscal year in which the termination date occurs or (b) the annual bonus paid for the immediately preceding fiscal year. Mr. Peterson’s employment agreement further provides that in the event of a termination of Mr. Peterson’s employment by us without “cause” within the six-month period immediately preceding a “change in control” in connection with such “change in control,” Mr. Peterson will be entitled to receive a lump-sum severance payment, within the earlier of (i) the six-month anniversary of his date of termination or (ii) the date on which the “change in control” occurs, in an amount equal to the excess of the amount of severance payable under the preceding sentence over the amount of severance payable under the preceding paragraph. Further, in the event of any such termination described in this paragraph, all outstanding unvested stock options and other equity-based awards held by Mr. Peterson, other than any equity award that is subject to performance-based vesting (including unvested class C profits interest units), shall become fully vested and exercisable; provided, that with respect to any stock options and other equity-based awards that were subject to a performance condition (including unvested class C profits interest units and 2009 long-term incentive unit awards), such stock options or other equity-based awards shall only vest to the extent provided in the applicable award agreement.

Mr. Peterson’s employment agreement does not provide for any payments or benefits upon death or disability, or additional tax gross-up payment on so-called “excess parachute payments” under Section 4999 of the Code.

The employment agreement of Mr. Peterson contains confidentiality provisions which apply indefinitely and non-solicitation provisions which will apply during the term of his employment and for a six-month period thereafter.

Christopher J. Crosby, Jr.

On August 7, 2008, our general partner entered into a new employment agreement with Mr. Crosby, Senior Vice President, Corporate Development. On December 24, 2008, the employment agreement was amended for further compliance with Section 409A of the Code. The current term of Mr. Crosby’s employment agreement extends until August 6, 2011, subject to automatic renewal for successive one-year periods unless either party provides notice of such party’s intention not to renew the employment agreement not less than 60 days prior to August 6, 2011.

Mr. Crosby’s annual base salary pursuant to the employment agreement, as adjusted, is currently $300,000, subject to increase in accordance with our general partner’s policies in effect from time to time. Mr. Crosby is eligible for an annual cash performance bonus under our general partner’s incentive bonus plan based on the satisfaction of performance criteria established in accordance with the terms of such plan. In connection with his new role as Senior Vice President, Corporate Development, the target annual bonus for Mr. Crosby will be 75% of his base salary. Mr. Crosby is eligible to participate in all incentive, savings and retirement plans, practices, policies and programs, and medical and other group welfare plan coverage and fringe benefits provided to similarly-situated executives.

Mr. Crosby’s employment agreement provides that if his employment is terminated by our general partner without “cause” or by Mr. Crosby for “good reason” (each as defined in the employment agreement), then, subject to Mr. Crosby’s execution and non-revocation of a general release of claims, he will be entitled to receive a lump-sum severance payment within 60 days after the date of such termination in an amount equal to the sum of (i) his then-current annual base salary, (ii) the prorated portion of the maximum annual bonus for the partial fiscal year in which the termination date occurs (the “stub year bonus”) and (iii) if the termination occurs after a fiscal year-end but before annual bonuses are paid or determined for such preceding fiscal year, an amount equal to such unpaid bonus, if determined, or the maximum bonus (the “prior year bonus”), if any.

Pursuant to Mr. Crosby’s employment agreement, in the event of a termination of Mr. Crosby’s employment by our general partner without “cause” or by the executive for “good reason” on or within one year after a “change in control” (as defined in our general partner’s Incentive Award Plan), in lieu of the severance payment set forth in the preceding paragraph, Mr. Crosby will be entitled to receive a lump-sum severance payment within 60 days after the date of such termination in an amount equal to the sum of (i) two times the amount of his then-current base salary, (ii) two times the greater of (a) his target annual bonus for the fiscal year in which the termination date occurs or (b) the annual bonus paid for the immediately preceding fiscal year, (iii) the stub year bonus and (iv) the prior year bonus, if any. Mr. Crosby will also be entitled to continued health insurance coverage at least equal to the coverage that would have been provided to him if his employment had not been terminated, for a period ending on the earlier of the first anniversary of such termination or the date on which he becomes eligible to receive comparable health insurance under a subsequent employer’s plan. In addition, all outstanding unvested stock options and other equity-based awards held by Mr. Crosby, other than any equity award that is subject to performance-based vesting (including unvested class C profits interest units and other outperformance awards), shall become fully vested and exercisable; provided, that with respect to any stock options and other equity-based awards that were subject to a performance condition (including unvested class C profits interest units and 2009 long-term incentive unit awards), such stock options or other equity-based awards shall only vest to the extent provided in the applicable award agreement.

Mr. Crosby’s employment agreement further provides that upon death or disability, he will be entitled to a lump-sum severance payment in an amount equal to the sum of (i) his then-current annual base salary, (ii) his maximum annual bonus for the fiscal year in which the termination date occurs, (iii) the stub year bonus and (iv) the prior year bonus, if any. In addition, all equity-based awards held by Mr. Crosby will be subject to the severance provisions described in the preceding paragraph, except that with respect to any outstanding unvested stock options and other equity-based awards subject to performance-based vesting (including unvested class C profits interest units and 2009 long-term incentive unit awards), Mr. Crosby will continue to be deemed a “service provider” under the applicable award agreements until all such awards that ultimately satisfy the performance conditions, if any, vest.

Mr. Crosby is entitled to an additional tax gross-up payment under his employment agreements if any amounts paid or payable to him would be subject to the excise tax on certain so-called “excess parachute payments” under Section 4999 of the Code. However, if a reduction in the payments of 10% or less would render the excise tax inapplicable, then the payments will be reduced by such amount and our general partner will not be required to make the gross-up payment.

The employment agreement of Mr. Crosby contains confidentiality provisions which apply indefinitely and non-solicitation provisions which will apply during the term of his employment and for a one-year period thereafter. In addition, the employment agreement provides that, except in limited circumstances, Mr. Crosby generally may not compete with our general partner through the acquisition or ownership of technology-related real estate properties in the United States or Europe during the term of his employment with our general partner.

Richard A. Magnuson

On August 7, 2008, our general partner entered into a new employment agreement with Mr. Magnuson, the Chairman of our general partner’s Board. On December 24, 2008, the employment agreement was amended for further compliance with Section 409A of the Code. The current term of Mr. Magnuson’s employment agreement extends until August 6, 2011, subject to automatic renewal for successive one-year periods unless either party provides notice of such party’s intention not to renew the employment agreement not less than 60 days prior to August 6, 2011.

Mr. Magnuson has agreed to waive his right to receive all cash compensation payable to him for serving as a member of our general partner’s Board. Mr. Magnuson’s annual base salary pursuant to the employment agreement, as adjusted, is currently $215,280, subject to increase in accordance with our general partner’s policies in effect from time to time. Mr. Magnuson is eligible for an annual cash performance bonus under our general partner’s incentive bonus plan based on the satisfaction of performance criteria established in accordance with the terms of such plan. The target and maximum annual bonuses for Mr. Magnuson are currently 150% and 200%, respectively, of his base salary.

Mr. Magnuson’s employment agreement provides that if he is terminated (i) by our general partner without “cause,” (ii) by Mr. Magnuson for “good reason” (each as defined in the employment agreement) or (iii) by Mr. Magnuson for any reason on or within 30 days after the six month anniversary of a “change in control” (as defined in our general partner’s Incentive Award Plan), then, subject to Mr. Magnuson’s execution and non-revocation of a general release of claims, he will be entitled to a lump-sum termination payment within 30 days after the date of such termination in an amount equal to the sum of (a) three times the sum of his then-current annual base salary plus his target annual bonus for the fiscal year in which the termination date occurs, (b) the prorated portion of the target annual bonus for the partial fiscal year in which the termination date occurs (the “stub year bonus”) and (c) if the termination occurs after a fiscal year-end but before annual bonuses are paid or determined for such preceding fiscal year, an amount equal to such unpaid bonus, if determined, or the target bonus (the “prior year bonus”), if any. In addition, all outstanding unvested stock options and other equity-based awards held by Mr. Magnuson, other than any equity award that is subject to performance-based vesting (including unvested class C profits interest units), shall become fully vested and exercisable. With respect to any outstanding unvested stock options and other equity-based awards subject to performance-based vesting (including unvested class C profits interest units), Mr. Magnuson will continue to be deemed a “service provider” under the applicable award agreements until all such awards that ultimately satisfy the performance conditions, if any, vest. Further, termination of Mr. Magnuson as an employee of our general partner or operating partnership will not automatically affect his status as a director or as the Chairman of our general partner’s Board.

Mr. Magnuson’s employment agreement further provides that upon death or disability, he will be entitled to a lump-sum severance payment in an amount equal to the sum of (i) his then-current annual base salary, (ii) his target annual bonus for the fiscal year in which the termination date occurs, (iii) the stub year bonus and (iv) the prior year bonus, if any. In addition, all equity-based awards held by Mr. Magnuson will be subject to the severance provisions described in the preceding paragraph.

Mr. Magnuson is entitled to an additional tax gross-up payment under his employment agreements if any amounts paid or payable to him would be subject to the excise tax on certain so-called “excess parachute payments” under Section 4999 of the Code. However, if a reduction in the payments of 10% or less would render the excise tax inapplicable, then the payments will be reduced by such amount and our general partner will not be required to make the gross-up payment.

Mr. Magnuson’s employment agreement contains confidentiality provisions which apply indefinitely and fiduciary duty provisions that will apply during the term of his employment.

Definitions

As used in the employment agreements of each of the named executive officers, “cause” shall generally mean the occurrence of any one or more of the following events:

•

With respect to Messrs. Foust, Stein, Crosby and Magnuson: (i) willful and continued failure to substantially perform the executive’s duties with our general partner (other than any such failure resulting from the executive’s incapacity due to physical or mental illness); (ii) willful commission of an act of fraud or dishonesty resulting in economic or financial injury to our general partner or its subsidiaries or affiliates; (iii) conviction of, or entry of a guilty or no contest plea to, the commission of a felony or a crime involving moral turpitude; (iv) willful breach by the executive of any fiduciary duty owed to our general partner which results in economic or other injury to our general partner or its subsidiaries or affiliates; (v) willful and gross misconduct in the performance of the executive’s duties that results in economic or other injury to our general partner or its subsidiaries or affiliates; (vi) willful and material breach of the restrictive covenants set forth in the employment agreement; or (vii) material breach by the executive of any of his other obligations under the employment agreement. Solely with respect to Messrs. Foust and Magnuson, each of their employment agreements provides that in the event of a termination of employment by our general partner (other than by reason of death or disability or pursuant to clause (iii) of this paragraph) on or within one year after a change in control or within the six month period immediately preceding a “change in control” in connection with such change in control, it shall be presumed that such termination was effected by our general partner other than for cause unless the contrary is established by our general partner.

•

With respect to Mr. Peterson: (i) willful and gross misconduct which materially injures the general reputation of any member of our general partner or interferes with contracts or operations of any member of our general partner; (ii) conviction of, or entry of a guilty or no contest plea to, a felony or any crime involving moral turpitude; (iii) fraud, misrepresentation, or breach of trust by him in the course of his employment which adversely affects any member of our general partner; (iv) willful and gross misconduct in the performance of his duties hereunder that results in economic or other injury to our general partner or its subsidiaries or affiliates; (v) a material breach of the restrictive covenants set forth in the employment agreement; or (vi) a material breach by him of any of his obligations under the employment agreement.

As used in the employment agreements of Messrs. Foust, Stein, Crosby and Magnuson, “disability” shall mean a disability that qualifies or, had the executive been a participant, would qualify him to receive long-term disability payments under our general partner’s group long-term disability insurance plan or program, as it may be amended from time to time.

As used in the employment agreements of Messrs. Foust, Stein, Crosby and Magnuson, “good reason” shall generally mean the occurrence of any one or more of the following events without the executive’s prior written consent, along with our general partner’s failure to cure within 30 days after the receipt of notice thereof:

•

With respect to Messrs. Foust, Stein and Crosby: (i) assignment of any duties materially inconsistent with his position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by the employment agreement, or any other action by our general partner which results in a material diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by our general partner; (ii) reduction in the case of Mr. Foust, and material reduction in the case of Messrs. Stein and Crosby, of annual base salary or bonus opportunity, each as in effect on the date of the employment agreement or as the same may be increased from time to time; (iii) the relocation of our offices at which the executive is principally employed to a location more than 45 miles from such location, or our general partner’s requiring him to be based at a location more than 45 miles from such principal place of employment, except for required travel on company business; or (iv) failure to obtain a satisfactory agreement from any successor to assume and agree to perform our general partner’s obligations under the employment agreement.

•

With respect to Mr. Magnuson: (i) assignment of any duties materially inconsistent with those duties or responsibilities as contemplated by the employment agreement, or any other action by our general partner which results in a material diminution in his position, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the; (ii) reduction of annual base compensation or bonus opportunity, each as in effect on the date of the employment agreement or as the same may be increased from time to time; (iii) the relocation of our offices at which he is principally employed to a location more than 45 miles from such location, or our general partner’s requiring him to be based at a location more than 45 miles from such principal place of employment, except for required travel on company business; (iv) failure to obtain a satisfactory agreement from any successor to assume and agree to perform our general partner’s obligations under the employment agreement; or (v) the failure of our general partner’s stockholders to re-elect him to the Board (other than by reason of his choosing not to stand for re-election), or our general partner’s (or a successor’s) removal of him from, or failure to nominate him to, the Board (unless cause exists for such removal or failure).

As used in the employment agreements of each of the named executive officers, “change in control” means the occurrence of any of the following events:

•

the acquisition, directly or indirectly, by any person or group of beneficial ownership of securities entitled to vote generally in the election of directors (referred to as voting securities) that represent 35% or more of the combined voting power of our general partner’s then outstanding voting securities, subject to certain exceptions;

•

individuals who, as of the date of the closing of our general partner’s initial public offering constitute the Board cease for any reason to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date of the agreement whose election by our general partner’s stockholders, or nomination for election by the Board, was approved by a vote of at least a majority of the directors then comprising the incumbent Board will be considered as though such individual were a member of the incumbent Board;

•

our general partner’s consummation (whether directly or indirectly through one or more intermediaries) of a merger, consolidation, reorganization or business combination or a sale or other disposition of all or substantially all of its assets or the acquisition of assets or stock of another entity, in each case, other than a transaction;

•

which results in our general partner’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of our general partner or the person that, as a result of the transaction, controls, directly or indirectly, our general partner or owns, directly or indirectly, all or substantially all of our general partner’s assets or otherwise succeeds to our general partner’s business) directly or indirectly, at least a majority of the combined voting power of the successor entity’s outstanding voting securities immediately after the transaction, and

•

after which no person or group, other than Global Innovation Partners, LLC or CALPERS, or any affiliate thereof, beneficially owns voting securities representing 35% or more of the combined voting power of the successor entity; or

•

approval by our general partner’s stockholders of our general partner’s liquidation or dissolution.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END


	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)		Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)⁽¹⁾	Market Value of Shares or Units of Stock That Have Not Vested ($)⁽²⁾		Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)⁽³⁾	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽⁴⁾
Michael F. Foust,	5,683	5,317	—	$	41.73	05/02/17	126,290	$	6,349,861	112,608	—
Chief Executive Officer
A. William Stein,	5,683	5,317	—		41.73	05/02/17	75,488		3,795,537	56,304	—
Chief Financial Officer, Chief Investment Officer and Secretary
Scott E. Peterson,	5,683	5,317	—		41.73	05/02/17	31,464		1,582,010	52,551	—
Senior Vice President, Acquisitions
Christopher J. Crosby, Jr.,	834	9,167	—		20.37	11/08/15	56,380		2,834,786	65,688	—
Senior Vice President, Corporate Development	11,366	10,634	—		41.73	05/02/17
Richard A. Magnuson,	125,263	—	—		12.00	10/28/14	—		—	112,608	—
Chairman

(1)

Represents long-term incentive units in the operating partnership. Each award will vest with respect to 20% of the long-term incentive units subject thereto on each of the first and second anniversaries of the date of grant, and with respect to 30% of the long-term incentive units subject thereto on each of the third and fourth anniversaries of the date of grant.

(2)	Based on the closing market price of our general partner’s common stock on December 31, 2009 (the last trading day of the 2009 fiscal year) of $50.28 per share.

(3)

Represents class C profits interest units in the operating partnership granted in 2007. The vesting of such class C profits interest units depends on satisfaction of the performance condition at the second measurement date and the other factors described under “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—2007 Outperformance Awards.”

(4)

Represents a zero payout value for the class C profits interest units issued in 2007, assuming the measurement date for determining satisfaction of the performance condition was December 31, 2009. On May 1, 2010, we determined that 613,485 of the Class C Units granted in 2007 satisfied the market condition on the second measurement date (May 1, 2010), with the value of these units equal to the maximum amount of the award pool payable pursuant to the 2007 Grant on the second measurement date. Of the Class C Units that satisfied the market condition on May 1, 2010, 60% vested on May 1, 2010 and the remaining 40% are scheduled to vest ratably each month thereafter for 24 months.

Option Exercises and Stock Vested

The following table discloses the number of options exercised by the named executive officers during 2009, and the value realized by these officers on exercise. The following table also discloses the number of long-term incentive units and class C profits interest units which vested during 2009, and the value realized by these officers on vesting.


	Option Awards			Stock Awards
Name	Number of Shares Acquired on Exercise (#)	Value Realized on Exercise ($)⁽¹⁾		Number of Shares Acquired on Vesting (#)	Value Realized on Vesting ($)⁽²⁾
Michael F. Foust, Chief Executive Officer	31,316	$	1,019,412	17,144	$	559,224
A. William Stein, Chief Financial Officer, Chief Investment Officer and Secretary	36,312		1,100,092	9,912		321,415
Scott E. Peterson, Senior Vice President, Acquisitions	—		—	5,867		204,314
Christopher J. Crosby, Jr., Senior Vice President, Corporate Development	29,319		645,087	8,418		271,906
Richard A. Magnuson, Chairman	—		—	—		—

(1)	Value realized on exercise of stock options is calculated based on the difference between the per share closing market price of our general partner’s common stock on the date of exercise and the exercise price of such options.

(2)	Value realized on vesting of long-term incentive units is calculated based on the per share closing market price of our general partner’s common stock on the vesting dates of such units and assumes those units were exchanged for common stock and sold on that date.

Potential Payments upon Termination or Change in Control

The named executive officers are entitled to certain benefits upon a change in control of our general partner, including that all long-term incentive units (other than certain performance-based vesting units) and stock options held by them will become fully vested and exercisable upon a change in control, even absent a termination of employment. In addition, class C profits interest units will vest to the extent that specified performance targets are satisfied at the time of the change in control. The named executive officers are also entitled to severance payments pursuant to the terms of their employment agreements, as set forth under “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table —Employment Agreements” above.

The following table sets forth an estimate of the payments to be made to the named executive officers in the event any of the terminations described above or a change in control occurs, assuming that the triggering event took place on December 31, 2009.


Name	Without Cause or for Good Reason (without Change in Control)			Death or Disability			Without Cause or for Good Reason (with Change in Control)
Michael F. Foust,									⁽¹⁾
Chief Executive Officer
Severance Payment	$	5,359,500		$	2,386,500		$	5,359,500
Unvested Stock Options		45,460			45,460			45,460
Unvested Profits Interest Units		6,349,861			6,349,861			6,349,861
Class C Profits Interest Units		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾
Health Insurance		12,233			—			12,233
280G Tax Gross-up Payment		—			—			2,230,913

A. William Stein,
Chief Financial Officer, Chief Investment Officer and Secretary
Severance Payment	$	775,567		$	1,162,133		$	2,094,567
Unvested Stock Options		—			45,460			45,460
Unvested Profits Interest Units		—			3,795,537			3,795,537
Class C Profits Interest Units		—			—	⁽²⁾		—
Health Insurance		—			—			15,676
280G Tax Gross-up Payment		—			—			865,371


Name	Without Cause or for Good Reason (without Change in Control)			Death or Disability			Without Cause or for Good Reason (with Change in Control)
Scott E. Peterson,
Senior Vice President, Acquisitions
Severance Payment	$	338,111	⁽³⁾		—		$	676,221	⁽³⁾
Unvested Stock Options		—			—			45,460
Unvested Profits Interest Units		—			—			1,582,010
Class C Profits Interest Units		—			—			—

Christopher J. Crosby, Jr.,
Senior Vice President, Corporate Development
Severance Payment	$	702,892		$	1,136,683		$	1,839,575
Unvested Stock Options		—			365,106			365,106
Unvested Profits Interest Units		—			2,834,786			2,834,786
Class C Profits Interest Units		—			—	⁽²⁾		—
Health Insurance		—			—			18,262
280G Tax Cutback Amount		—			—			(116,570	)⁽⁴⁾

Richard A. Magnuson,									⁽¹⁾
Chairman
Severance Payment	$	1,930,240		$	857,480		$	1,930,240
Unvested Stock Options		—			—			—
Unvested Profits Interest Units		—			—			—
Class C Profits Interest Units		—	⁽²⁾		—	⁽²⁾		—	⁽²⁾
280G Tax Gross-up Payment		—			—			726,808

(1)	Pursuant to the executive’s employment agreement, this includes a resignation by the executive for any reason on or within 30 days after the six month anniversary of a “change in control” (as defined in our general partner’s Incentive Award Plan).

(2)

Pursuant to the executive’s employment agreement, the executive will continue to be deemed a “service provider” under all performance-based vesting awards, including the 2007 class C profits interest units, until all such awards that ultimately satisfy their performance conditions, if any, vest. Table assumes no further vesting of the 2007 class C profits interest units subsequent to December 31, 2009. Determination of the number and value of class C units that meet the performance condition is subject to calculation by our Compensation Committee based on numerous factors and considerations. For purposes of this table, our general partner has assumed that none of the class C units met the performance condition assuming a termination as a result of a change of control as of December 31, 2009. Our general partner will need to include the value of any class C units that satisfy the performance condition in connection with calculating any gross-up payment it is required to make upon the termination of an executive, and these amounts may be significant. For a discussion of how the Compensation Committee will calculate the number of class C units that will meet the performance condition, see “—Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—2007 Outperformance Awards.”

(3)	Mr. Peterson’s employment agreement does not provide for any benefits upon termination by Mr. Peterson “for good reason.”

(4)

Pursuant to the terms of Mr. Crosby’s employment agreement, the tax gross-up payment to which Mr. Crosby is entitled may be reduced if a reduction in the payments to him upon a change of control of 10% or less would render the excise tax inapplicable. Accordingly, our general partner estimates that Mr. Crosby’s payments upon a change of control on December 31, 2009 would have been reduced by $116,570 had the triggering event took place on December 31, 2009.

2010 Salary and Bonus Targets

In February 2010, the Compensation Committee set the following salaries for the named executive officers. The 2010 salaries became effective March 1, 2010, except with respect to Mr. Crosby whose salary became effective retroactive to January 1, 2010.


Name	2010 Salary
Michael F. Foust	$	700,000
A. William Stein		445,000
Scott E. Peterson		350,940
Christopher J. Crosby		300,000
Richard A. Magnuson		215,280

The Compensation Committee increased Mr. Stein’s target bonus amount to 100% of base salary, subject to amendment of his employment agreement. In addition, the Compensation Committee fixed Mr. Crosby’s target bonus amount at 75%, subject to amendment of his employment agreement. Target and maximum bonus amounts were not changed for Mr. Foust, Mr. Peterson and Mr. Magnuson.

For 2010, based on the recommendations of management, a review of our general partner’s business plan and the analysis provided by the Compensation Committee’s compensation consultant, the Compensation Committee established financial and operating goals and organizational development goals for each named executive officer. The financial and operating goals include FFO, financing objectives, acquisitions targets, leasing and marketing objectives and operations objectives. For the purpose of determining bonuses, the Compensation Committee may adjust FFO to exclude profits, losses or expenses which the Compensation Committee determined to be non-recurring to give a more accurate picture of our general partner’s annual performance.

The organizational development goals for 2010 include the achievement of certain organizational targets, leadership, development and motivation of employees to achieve high performance and to focus on company goals, and the fostering of cross-organizational teamwork. The operations objectives for 2010 include integration of the customer service organization into Europe, reduction of the cost of certain national contracts and transfer of the West region property management in house by year end. The operations objectives for 2010 also include meeting or exceeding property level operating budgets, meeting or exceeding a portfolio level gross operating margin target and the achievement of tenant retention goals.

The specific financial and operating goals and organizational development goals for each named executive officer were established by the Compensation Committee based on their areas of responsibility. Mr. Foust’s bonus will be based 70% on financial and operating goals and 30% on organizational development goals. Mr. Stein’s bonus will be based 85% on financial and operating goals and 15% on organizational development goals. Mr. Peterson’s bonus will be based 80% on financial and operating goals and 20% on organizational development goals. Mr. Crosby’s bonus will be based 80% on financial and operating goals and 20% on organizational development goals. Mr. Magnuson’s bonus will be based on the same criteria, however, the percentages for each category were not specified.

NON-EMPLOYEE DIRECTOR COMPENSATION

Our general partner uses a combination of cash and equity-based incentive compensation to attract and retain qualified non-employee director candidates to serve on its Board. In setting non-employee director compensation, our general partner considers the significant amount of time that directors spend in fulfilling their duties to our general partner as well as the skill level our general partner requires of members of its Board.

Compensation of Directors

On October 27, 2009, our general partner’s Board approved certain changes to its director compensation program. Each of our general partner’s directors who is not an employee of our general partner or any of its subsidiaries receives an annual cash retainer of $40,000 for services as a director. Directors receive annual fees for service on the following committees, in addition to the foregoing retainer of $40,000: Audit Committee ($7,500), Compensation Committee ($5,000) and Nominating and Corporate Governance Committee ($2,500). The director who serves as the chair of the Audit Committee receives an additional annual retainer of $15,000; the director who serves as the chair of the Compensation Committee receives an additional annual retainer of $10,000; and the director who serves as the chair of the Nominating and Corporate Governance Committee receives an additional annual retainer of $5,000. Directors are reimbursed separately for out-of-pocket expenses incurred while performing their duties.

Prior to October 27, 2009, each of our general partner’s directors who was not an employee of our general partner or any of its subsidiaries received an annual fee of $25,000 for services as a director and received $1,500 for each meeting attended in person and $750 for each meeting attended telephonically. Directors who served on the Audit, Nominating and Corporate Governance and/or Compensation Committees received a fee of $1,000 for each committee meeting attended in person and $750 for each committee meeting attended telephonically. The director who served as the chair of the Audit Committee received an additional annual retainer of $15,000; the director who served as the chair of the Compensation Committee received an additional annual retainer of $7,500; and the director who served as the chair of the Nominating and Corporate Governance Committee received an additional annual retainer of $5,000.

Directors who are also our general partner’s employees or employees of any of its subsidiaries do not receive compensation for their services as directors.

Our general partner’s Incentive Award Plan was amended on October 27, 2009 to provide for new formula grants of long-term incentive units to non-employee directors as follows:

•

Pro Rata Grant. Commencing after the 2009 Annual Meeting of Stockholders, each person who first becomes a non-employee director on a date other than the date of an annual meeting of stockholders will, on the date of such person first becoming a non-employee director, be granted a number of long-term incentive units equal to the product of (A) the quotient obtained by dividing (x) $70,000 by (y) the fair market value of a share of common stock on such date, multiplied by (B) the quotient obtained by dividing (x) 12 minus the number of months that have elapsed since the immediately preceding annual meeting of stockholders, by (y) 12. The award will be fully vested on the date of grant.

•

Annual Grant. Commencing as of the 2010 Annual Meeting of Stockholders, each person who first becomes a non-employee director at such annual meeting and each person who otherwise continues to be a non-employee director immediately following such annual meeting will, on the date of such annual meeting, be granted a number of long-term incentive units equal to the quotient obtained by dividing (x) $70,000 by (y) the fair market value of a share of common stock on the date of such annual meeting. The award will be fully vested on the date of grant.

In addition, effective for any grant of long-term incentive units to a non-employee director after the 2009 Annual Meeting of Stockholders, the director may elect in advance to receive in lieu thereof an equivalent number of shares in the form of a stock payment or restricted stock, as applicable, subject to the same vesting schedule (if any) as would have applied to the corresponding grant of long-term incentive units. If a non-employee director does not qualify as an “accredited investor” within the meaning of Regulation D of the Securities Act, on the date of any grant of long-term incentive units to such director, then the director will not receive such grant of long-term incentive units, and in lieu thereof will automatically be granted an equivalent number of shares in the form of a stock payment or restricted stock, as applicable, subject to the same vesting schedule (if any) as would have applied to the corresponding grant of long-term incentive units.

Prior to the October 27, 2009 amendment, our general partner’s Incentive Award Plan provided for formula grants of long-term incentive units to non-employee directors as follows:

•

Each person who was a non-employee director as of the date of the pricing of our general partner’s initial public offering in 2004 (the “pricing date”) was granted 6,448 fully vested long-term incentive units on that date. Pursuant to the terms of the Incentive Award Plan, each person who was a non-employee director as of the pricing date will automatically be granted 1,000 long-term incentive units on the date of each annual meeting of stockholders after the date of our general partner’s initial public offering at which the director is re-elected to our general partner’s Board, commencing with the third annual meeting after the date of its initial public offering. Pursuant to the terms of the Incentive Award Plan, each person who is initially elected to our general partner’s Board after the pricing date and who is a non-employee director at the time of his or her initial election will automatically be granted (i) 6,448 fully vested long-term incentive units on the date of the initial election and (ii) 1,000 long-term incentive units on the date of each annual meeting of stockholders after the initial election at which the director is re-elected to our general partner’s Board, commencing with the third annual meeting after the initial election. If a non-employee director does not qualify as an “accredited investor” within the meaning of Regulation D of the Securities Act on the date of any grant of long-term incentive units to the director, then he or she will not receive a grant of long-term incentive units, and instead will automatically be granted an equivalent number of shares of our general partner’s common stock at a per share purchase price equal to the par value of the stock, and subject to the same vesting schedule as would have applied to the corresponding grant of long-term incentive units.

•

All initial grants of long-term incentive units awarded to non-employee directors as described above will be vested in full as of the date of grant. On May 5, 2008, our general partner’s Incentive Award Plan was amended to provide that, effective for all subsequent annual grants awarded to non-employee directors on or after the fourth annual meeting of our general partner’s stockholders following our general partner’s initial public offering, each award will vest with respect to 20% of the long-term incentive units subject thereto on each of the first and second anniversaries of the date of grant, and with respect to 30% of the long-term incentive units subject thereto on each of the third and fourth anniversaries of the date of grant. Any subsequent annual grants made prior to the amendment will continue to vest with respect to 20% of the long-term incentive units subject thereto on the first anniversary of the grant date and with respect to an additional 1/60th of the long-term incentive units subject thereto on each monthly anniversary thereafter.

•

Effective for any grant of long-term incentive units to a non-employee director on or after the 2009 Annual Meeting of Stockholders, the director was entitled to elect in advance to receive in lieu thereof an equivalent number of shares of restricted stock, subject to the same vesting schedule as would have applied to the corresponding grant of long-term incentive units.

The table below summarizes the compensation our general partner paid to non-employee directors for the year ended December 31, 2009.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)^(1) (2⁾		Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings	All Other Compensation ($)⁽³⁾		Total ($)
Laurence A. Chapman	$	28,750	$	36,600	—	—	N/A	$	3,194	$	68,544
Kathleen Earley		24,625		36,600	—	—	N/A		3,194		64,419
Ruann F. Ernst, Ph.D.		28,250		36,600	—	—	N/A		3,194		68,044
Dennis E. Singleton		24,625		36,600	—	—	N/A		3,194		64,419
Robert H. Zerbst		10,000		35,019	—	—	N/A		—		45,019

(1)

The amounts in this column represent the full grant date fair value of long-term incentive units granted during 2009 in accordance with ASC Topic 718. For additional information on the valuation assumptions for 2009, refer to Note 9 to our general partner’s consolidated financial statements for the fiscal year ended December 31, 2009, included in our general partner’s Annual Report on Form 10-K for the year ended December 31, 2009.

(2)

As of December 31, 2009, the following number of shares of common stock are issuable upon redemption of outstanding long-term incentive units held by our non-employee directors as of December 31, 2009: Mr. Chapman, 1,284; Ms. Earley, 2,684; Ms. Ernst, 3,000; Mr. Singleton, 9,448; and Mr. Zerbst, 771.

(3)	Reflects distributions on unvested long-term incentive units and restricted stock. Excludes distributions on vested long-term incentive units.

Stock Ownership Guideline

Effective 2009, our general partner’s Board adopted guidelines encouraging each director to hold shares of our general partner’s stock, which may include long-term incentive units in the operating partnership, in an amount equal to 2.5 times the aggregate number of shares and units granted to such director pursuant to the Incentive Award Plan during the preceding fiscal year, and to achieve this ownership level by the sixth year of such director’s Board membership. This guideline is non-binding and the number of shares of our general partner’s stock owned by any director is a personal decision.

ITEM 7.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

200 Paul Avenue and 1100 Space Park Drive Contribution Agreement

In connection with the consummation of our general partner’s initial public offering, the operating partnership entered into a contribution agreement with San Francisco Wave Exchange, LLC, Santa Clara Wave Exchange, LLC and Exchange Colocation, LLC, referred to below as the eXchange parties, pursuant to which the eXchange parties contributed their interests in 200 Paul Avenue, 1100 Space Park Drive, the eXchange colocation business and other specified assets and liabilities to the operating partnership in exchange for cash, units and the assumption of debt.

Under the eXchange parties’ contribution agreement, we agreed to indemnify each eXchange party against adverse tax consequences in the event the operating partnership directly or indirectly, sells, exchanges or otherwise disposes of (whether by way of merger, sale of assets or otherwise) in a taxable transaction any interest in 200 Paul Avenue or 1100 Space Park Drive until the earlier of November 3, 2013 and the date on which these contributors hold less than 25% of the units issued to them in the formation transactions consummated concurrently with our general partner’s initial public offering. These tax indemnities do not apply to the disposition of a restricted property pursuant to a transaction described in Section 721, 1031 or 1033 of the Code, or other applicable non-recognition provision under the Code.

Under the eXchange parties’ contribution agreement, we also agreed to make $17.8 million of indebtedness available for guaranty by these parties until the earlier of November 3, 2013 and the date on which these contributors or certain transferees hold less than 25% of the units issued to them in the formation transactions consummated concurrently with our general partner’s initial public offering.

Registration Rights

We have granted those persons who received units in the formation transactions, including Cambay Tele.com, LLC and Wave Exchange, LLC (affiliates of the eXchange parties), certain registration rights with respect to the shares of our general partner’s

common stock that may be acquired by them in connection with the exercise of the redemption/exchange rights under the partnership agreement of the operating partnership. These registration rights require our general partner to use its commercially reasonable efforts to keep effective a “shelf” registration statement covering all such shares of common stock. In addition, Cambay Tele.com, LLC and Wave Exchange, LLC have the right, on one occasion, to require our general partner to undertake a “demand” registration.

tel(x) Agreements

In December 2006, we entered into ten leases with tel(x), in which tel(x) provides enhanced meet-me-room services to customers, and during 2008 we entered into two turn-key datacenter leases with tel(x). tel(x) was acquired by GI Partners Fund II, LLP in November 2006. Richard Magnuson, our general partner’s Chairman, is also the chief executive officer of the advisor to GI Partners Fund II, LLP. Our consolidated statements of operations include rental revenues of approximately $20.6 million from tel(x) for the year ended December 31, 2009. In connection with the lease agreements, we entered into an operating agreement with tel(x), effective as of December 1, 2006, with respect to joint sales and marketing efforts, designation of representatives to manage the national relationship between us and tel(x) and future meet-me-room facilities. Under the operating agreement, tel(x) has a sixty-day option to enter into a meet-me-room lease for certain future meet-me-room buildings acquired by us or any buildings currently owned by us that are converted into a meet-me-room building. As of June 30, 2010, tel(x) leased 134,970 square feet from us under 28 lease agreements. We also entered into an agreement with tel(x), effective as of December 1, 2006, with respect to percentage rent arising out of potential future lease agreements for rentable space in buildings covered by the meet-me-room lease agreements. Percentage rent earned during the year ended December 31, 2009 amounted to approximately $1.5 million. In addition, in connection with the lease agreements, we entered into a management agreement with tel(x), effective as of December 1, 2007, pursuant to which tel(x) agreed to provide us with certain management services in exchange for a management fee of one percent of rents actually collected by tel(x).

SoftLayer Leases

We are party to five leases with SoftLayer Technologies, Inc., or SoftLayer, of which one has commenced during the three months ended June 30, 2010 and the remaining four will commence in future periods. The initial terms of these leases expire from 2013 to 2025, and SoftLayer has options to extend them from 2023 through 2035. On August 3, 2010, GI Partners Fund III, L.P. acquired a controlling interest in SoftLayer. Richard Magnuson, our general partner’s Chairman, is also a manager of the general partner to GI Partners Fund III, L.P. Our consolidated statements of operations include rental revenues of approximately $0.4 million from SoftLayer for the three and six months ended June 30, 2010.

Indemnification Agreements

The operating partnership is managed by our general partner, our sole general partner. This sections reflects information with respect to the directors and executive officers of our general partner.

Our general partner has entered into indemnification agreements with all of the named executive officers and other executive officers and with each of our general partner’s directors that obligate our general partner to indemnify them to the maximum extent permitted by Maryland law. The indemnification agreements provide that:

•

If a director or executive officer is a party or is threatened to be made a party to any proceeding, other than a proceeding by or in the right of our general partner, by reason of such director’s or executive officer’s status as a director, officer or employee of our general partner, our general partner must indemnify such director or executive officer for all expenses and liabilities actually and reasonably incurred by him or her, or on his or her behalf, unless it has been established that:

•

the act or omission of the director or executive officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty;

•

the director or executive officer actually received an improper personal benefit in money, property or other services; or

•

with respect to any criminal action or proceeding, the director or executive officer had reasonable cause to believe that his or her conduct was unlawful.

•

If a director or executive officer is a party or is threatened to be made a party to any proceeding by or in the right of our general partner to procure a judgment in our general partner’s favor by reason of such director’s or executive officer’s status as a director, officer or employee of our general partner, our general partner must indemnify such director or executive officer for all expenses and liabilities actually and reasonably incurred by him or her, or on his or her behalf, unless it has been established that:

•

the act or omission of the director or executive officer was material to the matter giving rise to the proceeding and was committed in bad faith or was the result of active and deliberate dishonesty; or

•

the director or executive officer actually received an improper personal benefit in money, property or services;

provided, however, that our general partner will have no obligation to indemnify such director or executive officer for all expenses and liabilities actually and reasonably incurred by him or her, or on his or her behalf, if it has been adjudged that such director or executive officer is liable to our general partner with respect to such proceeding.

•

Upon application of a director or executive officer of our general partner to a court of appropriate jurisdiction, the court may order indemnification of such director or executive officer if:

•

the court determines that such director or executive officer is entitled to indemnification under the applicable section of the Maryland General Corporation Law (the “MGCL”), in which case the director or executive officer shall be entitled to recover from our general partner the expenses of securing such indemnification; or

•

provided, however, that our general partner’s indemnification obligations to such director or executive officer will be limited to the expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with any proceeding by or in the right of our general partner or in which the officer or director shall have been adjudged liable for receipt of an improper personal benefit under the applicable section of the MGCL.

•

Notwithstanding, and without limiting any other provisions of the agreements, if a director or executive officer is a party or is threatened to be made a party to any proceeding by reason of such director’s or executive officer’s status as a director, officer or employee of our general partner, and such director or executive officer is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such proceeding, our general partner must indemnify such director or executive officer for all expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved claim, issue or matter, including any claim, issue or matter in such a proceeding that is terminated by dismissal, with or without prejudice.

•

Our general partner must pay all indemnifiable expenses in advance of the final disposition of any proceeding if the director or executive officer furnishes our general partner with a written affirmation of the director’s or executive officer’s good faith belief that the standard of conduct necessary for indemnification by our general partner has been met and a written undertaking to reimburse our general partner if a court of competent jurisdiction determines that the director or executive officer is not entitled to indemnification.

•

Our general partner must pay all indemnifiable expenses to the director or executive officer within 20 calendar days following the date the director or executive officer submits proof of the expenses to our general partner.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Review, Approval or Ratification of Transactions with Related Persons

Our general partner’s Board of Directors or the appropriate committee of the Board of Directors reviews material transactions between our general partner, us and any of our directors or executive officers. Our Code of Business Conduct and Ethics provides that each executive officer and director report conflicts of interest to the General Counsel or the Chairman of the Board of Directors, as applicable. Directors are also subject to the conflict provisions set forth in our Corporate Governance Guidelines. The Board of Directors or the appropriate committee of our Board of Directors will resolve all conflicts of interest involving officers or directors. The Board of Directors or the appropriate committee of the Board of Directors may waive provisions of our Code of Business Conduct and Ethics with respect to executive officers and directors. Any such waivers will be disclosed to our stockholders to the extent required by applicable laws and regulations.

Director Independence

New York Stock Exchange, or NYSE, listing standards require NYSE-listed companies, such as our general partner, to have a majority of independent board members and a nominating and corporate governance committee, compensation committee and audit committee each composed solely of independent directors. Under the NYSE listing standards, no director of a company qualifies as “independent” unless the board of directors of such company affirmatively determines that the director has no material relationship with such company (either directly or as a partner, stockholder or officer of an organization that has a relationship with such company).

In addition, the NYSE listing standards provide that a director is not independent if:

(i) the director is, or has been within the last three years, an employee of the listed company, or an immediate family member is, or has been within the last three years, an executive officer of the listed company;

(ii) the director has received, or has an immediate family member who has received, during any twelve-month period within the last three years, more than $120,000 in direct compensation from the listed company, other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service);

(iii) (A) the director is a current partner or employee of a firm that is the listed company’s internal or external auditor; (B) the director has an immediate family member who is a current partner of such a firm; (C) the director has an immediate family member who is a current employee of such a firm and personally works on the listed company’s audit; or (D) the director or an immediate family member was within the last three years a partner or employee of such a firm and personally worked on the listed company’s audit within that time;

(iv) the director or an immediate family member is, or has been with the last three years, employed as an executive officer of another company where any of the listed company’s present executive officers at the same time serves or served on that company’s compensation committee; or

(v) the director is a current employee, or an immediate family member is a current executive officer, of a company that has made payments to, or received payments from, the listed company for property or services in an amount which, in any of the last three fiscal years, exceeds the greater of $1 million, or 2% of such other company’s consolidated gross revenues.

The Board of our general partner by resolution has affirmatively determined that, based on the standards set forth in NYSE rules and our corporate governance documents, all of the directors elected to our general partner’s Board at the 2010 Annual Meeting are independent, except for Messrs. Magnuson and Foust.

ITEM 8.

LEGAL PROCEEDINGS

In the ordinary course of our business, we may become subject to tort claims, breach of contract and other claims and administrative proceedings. As of June 30, 2010, we were not a party to any legal proceedings which we believe would have a material adverse effect on us.

ITEM 9.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT’S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

There is no established trading market for the common units of limited partnership. As of August 20, 2010, there were 35 holders of record of common units, including our general partner.

The following table sets forth, for the periods indicated, the distributions we declared with respect to the periods indicated.


	Distributions Declared
First Quarter 2008	$	0.31000
Second Quarter 2008	$	0.31000
Third Quarter 2008	$	0.31000
Fourth Quarter 2008	$	0.33000

First Quarter 2009	$	0.33000
Second Quarter 2009	$	0.33000
Third Quarter 2009	$	0.36000
Fourth Quarter 2009	$	0.45000

First Quarter 2010	$	0.48000
Second Quarter 2010	$	0.48000

We currently intend to continue to make regular quarterly distributions to holders of our common units. Any future distributions will be declared at the discretion of the board of directors of our general partner, our general partner, and will depend on our actual cash flow, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Internal Revenue Code of 1986, as amended, and such other factors as the board of directors may deem relevant.

As of August 20, 2010, there were (i) no common units subject to outstanding options or warrants; (ii) 20,787,255 preferred units which were convertible into 11,971,218 common units; (iii) 794,142 common units issuable upon redemption of outstanding vested long-term incentive units (including class C units) issued under our general partner’s incentive award plan; (iv) 538,066 common units issuable upon redemption of outstanding unvested long-term incentive units (excluding class C units) issued under our company’s incentive award plan; (v) 207,671 common units potentially issuable upon redemption of outstanding unvested class C units; and (vi) 204,746 common units that relate to an equivalent number of shares of our general partner’s restricted common stock. As of August 20, 2010, there were 5,510,428 common units which could be sold pursuant to Rule 144 under the Securities Act subject to other restrictions on transfer in the securities laws or in our partnership agreement; and no common units that had been, or were proposed to be, publicly offered by us. Generally common units may be transferred without the consent and approval of our general partner subject to certain limitations. See “Description of Registrant’s Securities to be Registered—Transferability of Interests.”

Equity Compensation Plan Table

The following table provides information with respect to our units and shares of our general partner’s common stock that may be issued under our existing equity compensation plan as of December 31, 2009.

Equity Compensation Plan Information


	(a)	(b)		(c)	(d)
Plan Category	Number of shares of Common Stock to be issued upon exercise of outstanding options	Weighted-average exercise price of outstanding options⁽¹⁾		Number of shares of restricted Common Stock and Common Stock issuable upon redemption of outstanding long-term incentive units and class C units⁽²⁾	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) and (c))⁽³⁾
Equity Compensation plans approved by stockholders	620,276	$	30.63	1,908,465	4,070,534
Equity Compensation plans not approved by stockholders	—		—	—	—

(1)	The weighted-average remaining term is 6.44 years.

(2)	The number of unvested full-value awards is 1,306,837. Full-value awards are comprised of restricted stock, long-term incentive units and class C units.

(3)	Includes shares available for future restricted stock grants and shares issuable upon redemption of long-term incentive units available to be granted under the 2004 Incentive Award Plan.

ITEM 10.

RECENT SALES OF UNREGISTERED SECURITIES

Debt Securities

4.50% Notes due 2015

On July 8, 2010, we issued $375.0 million in aggregate principal amount of our 4.50% Notes due 2015 to Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated, as representatives of the several initial purchasers. The purchase price paid by the initial purchasers was 99.697% of the principal amount thereof. The terms of the notes are governed by an indenture, dated as of July 8, 2010, by and among us, as issuer, Digital Realty Trust, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee. We offered and sold the notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as the transaction did not involve a public offering. The initial purchasers then sold the notes to qualified institutional buyers within the United States pursuant to the exemption from registration provided by Rule 144A under the Securities Act.

5.875% Notes due 2020

On January 28, 2010, we issued $500.0 million in aggregate principal amount of our 5.875% Notes due 2020 to Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc., as representatives of the several initial purchasers. The purchase price paid by the initial purchasers was 98.296% of the principal amount thereof. The terms of the notes are governed by an indenture, dated as of January 28, 2010, by and among us, as issuer, Digital Realty Trust, Inc., as guarantor, and Wilmington Trust FSB, as trustee. We offered and sold the notes to the initial purchasers in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as the transaction did not involve a public offering. The initial purchasers then sold the notes to qualified institutional buyers within the United States pursuant to the exemption from registration provided by Rule 144A under the Securities Act, and to non-United States persons outside the United States pursuant to the exemption from registration provided by Regulation S under the Securities Act.

Prudential Shelf Facility

On July 24, 2008, we closed the sale of $25.0 million in aggregate principal amount of our senior unsecured term notes, which we refer to as the series A notes, to Prudential Investment Management, Inc. and certain of its affiliates, or, collectively, Prudential, pursuant to the Note Purchase and Private Shelf Agreement dated July 24, 2008 among us, Digital Realty Trust, Inc. and the other guarantors party thereto, which we refer to as the Prudential shelf facility. The series A notes have an interest-only rate of 7.00% per annum and a three-year maturity. We offered and sold the series A notes to Prudential in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as the transaction did not involve a public offering.

On November 20, 2008, we closed the sale of an additional $33.0 million in aggregate principal amount of our senior unsecured term notes, which we refer to as the series B notes, to Prudential pursuant to the Prudential shelf facility. The series B notes have an interest-only rate of 9.32% per annum and a five-year maturity. We offered and sold the series B notes to Prudential in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as the transaction did not involve a public offering.

On January 6, 2009, we closed the sale of an additional $25.0 million in aggregate principal amount of our senior unsecured term notes, which we refer to as the series C notes, to Prudential pursuant to the Prudential shelf facility. The series C notes have an interest-only rate of 9.68% per annum and a seven-year maturity. We offered and sold the series C notes to Prudential in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as the transaction did not involve a public offering.

On January 20, 2010, we closed the sale of an additional $100.0 million in aggregate principal amount of our senior unsecured term notes to Prudential pursuant to the Prudential shelf facility. The notes were issued in two series referred to as the series D and series E notes. The series D notes have a principal amount of $50.0 million, an interest-only rate of 4.57% per annum and a five-year maturity, and the series E notes have a principal amount of $50.0 million, an interest-only rate of 5.73% per annum and a seven-year maturity. We offered and sold the series D and series E notes to Prudential in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as the transactions did not involve a public offering.

On February 3, 2010, we closed the sale of an additional $17.0 million in aggregate principal amount of our senior unsecured term notes, which we refer to as the series F notes, to Prudential pursuant to the Prudential shelf facility. The series F notes have an interest-only rate of 4.50% per annum and a five-year maturity. We offered and sold the series F notes to Prudential in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as the transaction did not involve a public offering.

5.50% Exchangeable Senior Debentures due 2029

On April 20, 2009, we issued $266.4 million in aggregate principal amount of our 5.50% Exchangeable Senior Debentures due 2029, including $6.4 million in aggregate principal amount of debentures to cover over-allotments. The terms of the debentures are governed by an indenture, dated as of April 20, 2009, by and among us, as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee. The purchase price paid by the initial purchasers was 97.25% of the principal amount thereof, and the Initial Purchasers received discounts and commissions in an aggregate amount of approximately $7.3 million in connection with the issuance and sale of the debentures. We offered and sold the debentures to the initial purchasers of the debentures in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, as the transaction did not involve a public offering. The initial purchasers then sold the debentures to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act.

Equity Securities

Common Units

During the past three years, we have issued partnership units in private placements in reliance on the exemption from registration provided by Section 4(2) of the Securities Act, in the amounts and for the consideration set forth below:

•

During the three-year period ending August 20, 2010, our general partner has issued an aggregate of 628,138 shares of its common stock upon the exercise of stock options. Our general partner contributed the proceeds of approximately $15.4 million to us in exchange for an aggregate of 628,138 common units, as required by our partnership agreement.

•

During the three-year period ending August 20, 2010, our general partner has issued, net of forfeitures, an aggregate of 311,261 shares of its common stock in connection with restricted stock awards for no cash consideration. For each share of common stock issued by our general partner in connection with such an award, we issued a restricted common unit to our general partner. As of August 20, 2010, we had issued an aggregate of 311,261 units to our general partner, as required by our partnership agreement.

•

On September 1, 2010, our general partner issued 373,487 privately issued shares of its common stock to us, and we delivered the shares and paid an incentive fee equal to $77,909 and accrued and unpaid interest equal to $21,720 in exchange for $11,847,000 in aggregate principal amount of our 4.125% Exchangeable Senior Debentures due 2026 held by an institution pursuant to an exchange agreement, dated August 30, 2010, by and among us, our general partner and the institution. Our general partner contributed the shares to us in exchange for 373,487 common units. The shares were delivered to the institution in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as the sale of the shares did not involve a public offering and was made without general solicitation or advertising and the institution represented that, among other things, it was knowledgeable and experienced in financial and business matters so as to be capable of evaluating the merits and risks of investment in the shares, it was afforded full access to information regarding our business, including reports filed with the SEC, it was acquiring the shares for its own account, it understood that the shares are subject to restrictions on transfer and that it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.

•

On August 30, 2010, our general partner issued 63,052 privately issued shares of its common stock to us, and we delivered the shares and paid an incentive fee equal to $13,153 and accrued and unpaid interest equal to $3,438 in exchange for $2,000,000 in aggregate principal amount of our 4.125% Exchangeable Senior Debentures due 2026 held by an institution pursuant to an exchange agreement, dated August 30, 2010, by and among us, our general partner and the institution. Our general partner contributed the shares to us in exchange for 63,052 common units. The shares were delivered to the institution in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as the sale of the shares did not involve a public offering and was made without general solicitation or advertising and the institution represented that, among other things, it was knowledgeable and experienced in financial and business matters so as to be capable of evaluating the merits and risks of investment in the shares, it was afforded full access to information regarding our business, including reports filed with the SEC, it was acquiring the shares for its own account, it understood that the shares are subject to restrictions on transfer and that it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.

•

On July 27, 2010, our general partner issued 236,444 privately issued shares of its common stock to us, and we delivered the shares and paid an incentive fee equal to $37,516 and accrued and unpaid interest equal to $138,360 in exchange for $7,500,000 in aggregate principal amount of our 4.125% Exchangeable Senior Debentures due 2026 held by an institutional investor pursuant to an exchange agreement, dated July 27, 2010, by and among us, our general partner and the institutional investor. Our general partner contributed the shares to us in exchange for 236,444 common units. The shares were delivered to the institutional investor in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as the sale of the shares did not involve a public offering and was made without general solicitation or advertising and the institutional investor represented that, among other things, it was knowledgeable and experienced in financial and business matters so as to be capable of evaluating the merits and risks of investment in the shares, it was afforded full access to information regarding our business, including reports filed with the SEC, it was acquiring the shares for its own account, it understood that the shares are subject to restrictions on transfer and that it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.

•

On June 14, 2010, our general partner issued 1,160,950 privately issued shares of its common stock to us, and we delivered the shares and paid an incentive fee equal to $184,800 and accrued and unpaid interest equal to $503,965 in exchange for $36,960,000 in aggregate principal amount of our 4.125% Exchangeable Senior Debentures due 2026 held by an institutional investor pursuant to an exchange agreement, dated June 14, 2010, by and among us, our general partner and the institutional investor. Our general partner contributed the shares to us in exchange for 1,160,950 common units. The shares were delivered to the institutional investor in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder as the sale of the shares did not involve a public offering and was made without general solicitation or advertising and the institutional investor represented that, among other things, it was knowledgeable and experienced in financial and business matters so as to be capable of evaluating the merits and risks of investment in the shares, it was afforded full access to information regarding our business, including reports filed with the SEC, it was acquiring the shares for its own account, it understood that the shares are subject to restrictions on transfer and that it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.

•

On June 11, 2010, we delivered 682 shares of our general partner’s common stock to HBK Master Fund L.P., or HBK, to settle the net share amount related to the exchange by HBK of $50,000 in aggregate principal amount of our 4.125% Exchangeable Senior Debentures due 2026. The general partner contributed the shares to us in exchange for 682 common units. The shares were delivered to HBK in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act as, among other things, the sale of the shares did not involve a public offering and was made without general solicitation or advertising and HBK represented that it is a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act.

•

On June 8, 2010, our general partner sold 6,000,000 shares and an additional 900,000 shares pursuant to the over-allotment option to Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters. Our general partner contributed the net proceeds from this offering of approximately $377.1 million after deducting estimated offering costs to us in exchange for 6,900,000 common units. The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to our general partner’s shelf registration statement on Form S-3 (File No. 333-158958).

•

On February 13, 2009, our general partner sold 2,500,000 shares to Credit Suisse Securities (USA) LLC. Our general partner contributed the net proceeds from this offering of approximately $83.3 million after deducting offering costs to us in exchange for 2,500,000 common units. The shares were offered and sold under a prospectus supplement and related prospectus filed with the SEC pursuant to our general partner’s shelf registration statement on Form S-3 (File No. 333-132980).

•

On July 21, 2008, our general partner sold 5,000,000 shares and an additional 750,000 shares pursuant to the over-allotment option to Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters. Our general partner contributed the net proceeds from this offering of approximately $211.6 million after deducting offering costs to us in exchange for 5,750,000 common units. The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to our general partner’s shelf registration statement on Form S-3 (File No. 333-132980).

•

On October 22, 2007, our general partner sold 3,500,000 shares and an additional 525,000 shares pursuant to the over-allotment option to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Credit Suisse Securities (USA) LLC, as representatives of the several underwriters. Our general partner contributed the net proceeds from this offering of approximately $150.4 million after deducting offering costs to us in exchange for 4,025,000 common units. The shares are being offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the Company’s shelf registration statement on Form S-3 (File No. 333-132980).

•

As of August 20, 2010, holders of 45 shares of our general partner’s series C cumulative convertible preferred stock exercised their right to convert such series C preferred shares into our general partner’s common stock and received 23 shares of our general partner’s common stock. In connection with this conversion, we issued 23 common units to our general partner in exchange for 45 series C cumulative convertible preferred units.

•

As of August 20, 2010, holders of 12,700 shares of our general partner’s series D cumulative convertible preferred stock exercised their right to convert such series D preferred shares into our general partner’s common stock and received 7,615 shares of our general partner’s common stock. In connection with this conversion, we issued 7,615 common units to our general partner in exchange for 12,700 series D cumulative convertible preferred units.

For all issuances of units to our general partner, we relied on our general partner’s status as a publicly traded NYSE-listed company with over $4 billion in total consolidated assets and as our majority owner and general partner as the basis for the exemption under Section 4(2) of the Securities Act.

Preferred Units

On February 6, 2008, our general partner sold 13,800,000 shares of its 5.500% series D cumulative convertible preferred stock to Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC. Our general partner contributed the net proceeds from this offering of approximately $333.6 million after deducting offering costs to us in exchange for 13,800,000 series D cumulative convertible preferred units. We issued the preferred units to our general partner in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The shares of our general partner’s 5.500% series D cumulative convertible preferred stock are convertible into our general partner’s common stock at a conversion rate that is, as of June 11, 2010, 0.6030 shares of common stock per $25.00 liquidation preference and is subject to periodic adjustment.

ITEM 11.

DESCRIPTION OF REGISTRANT’S SECURITIES TO BE REGISTERED

The following is only a summary of certain terms and provisions of our Eighth Amended and Restated Agreement of Limited Partnership, which we refer to as the partnership agreement, and is subject to, and qualified in its entirety by, the partnership agreement, a copy of which is filed as an exhibit to this Registration Statement.

Voting Rights

Under the partnership agreement, our general partner exercises exclusive and complete responsibility and discretion in our day-to-day management and control, can cause us to enter into major transactions including acquisitions, dispositions and refinancings, subject to certain limited exceptions, and may not be removed as general partner by the limited partners. Our limited partners do not have voting rights relating to our operation and management, except in connection with matters, as described more fully below, involving amendments to our partnership agreement and transfers of our general partner’s interest.

Our limited partners expressly acknowledged that Digital Realty Trust, Inc., as our general partner, is acting for the benefit of us, our limited partners and Digital Realty Trust, Inc.’s stockholders collectively. Neither Digital Realty Trust, Inc. nor its board of directors is under any obligation to give priority to the separate interests of our limited partners or Digital Realty Trust, Inc.’s stockholders in deciding whether to cause us to take or decline to take any actions. If there is a conflict between the interests of Digital Realty Trust, Inc.’s stockholders on one hand and our limited partners on the other, Digital Realty Trust, Inc. will endeavor in good faith to resolve the conflict in a manner not adverse to either Digital Realty Trust, Inc.’s stockholders or our limited partners; provided, however, that for so long as Digital Realty Trust, Inc. owns a controlling interest in us, any conflict that cannot be resolved in a manner not adverse to either Digital Realty Trust, Inc.’s stockholders or our limited partners will be resolved in favor of Digital Realty Trust, Inc.’s stockholders. Digital Realty Trust, Inc. is not liable under our partnership agreement to us or to any partner for monetary damages for losses sustained, liabilities incurred, or benefits not derived by limited partners in connection with such decisions; provided, that it has acted in good faith.

Transferability of Interests

Except in connection with a transaction described in “—Termination Transactions” below, Digital Realty Trust, Inc., as general partner, may not voluntarily withdraw from us, or transfer or assign all or any portion of its interest in us, without the consent of the holders of a majority of our limited partnership interests. Any transfer of units by our limited partners, except to immediate family members, to a trust for the benefit of a charitable beneficiary, to a lending institution as collateral for a bona fide loan or to an affiliate or member of such limited partner, will be subject to a right of first refusal by Digital Realty Trust, Inc. All transfers must be made only to “accredited investors” as defined under Rule 501 of the Securities Act.

Amendments to the Partnership Agreement

Amendments to the partnership agreement may be proposed by Digital Realty Trust, Inc., as general partner, or by limited partners owning at least 25% of the units held by limited partners.

Generally, the partnership agreement may not be amended, modified or terminated without the approval of limited partners (other than limited partners 50% or more of whose equity is owned, directly or indirectly, by Digital Realty Trust, Inc. as general partner) holding a majority of all outstanding units held by limited partners. As general partner, Digital Realty Trust, Inc. has the power to unilaterally make certain amendments to the partnership agreement without obtaining the consent of the limited partners as may be required to:

•

add to Digital Realty Trust, Inc.’s obligations as general partner or surrender any right or power granted to it as general partner for the benefit of the limited partners;

•

reflect the issuance of additional units or the admission, substitution, termination or withdrawal of partners in accordance with the partnership agreement;

•

reflect a change of an inconsequential nature that does not adversely affect the limited partners in any material respect, or cure any ambiguity, correct or supplement any provisions of the partnership agreement not inconsistent with law or with other provisions of the partnership agreement, or make other changes concerning matters under the partnership agreement that will not otherwise be inconsistent with the partnership agreement or law;

•

satisfy any requirements, conditions or guidelines of federal or state law;

•

reflect changes that are reasonably necessary for Digital Realty Trust, Inc., as general partner, to maintain its status as a REIT; or

•

modify the manner in which capital accounts are computed.

Amendments that would, among other things, convert a limited partner’s interest into a general partner’s interest, modify the limited liability of a limited partner, alter a partner’s right to receive any distributions or allocations of profits or losses, adversely alter or modify the redemption rights or alter the protections of the limited partners in connection with termination transactions described below must be approved by each limited partner that would be adversely affected by such amendment.

In addition, without the written consent of a majority of the units held by limited partners (other than limited partners 50% or more of whose equity is owned, directly or indirectly, by Digital Realty Trust, Inc. as general partner), Digital Realty Trust, Inc., as general partner, may not do any of the following:

•

take any action in contravention of an express prohibition or limitation contained in the partnership agreement;

•

perform any act that would subject a limited partner to liability as a general partner in any jurisdiction or any liability not contemplated in the partnership agreement;

•

enter into any contract, mortgage loan or other agreement that prohibits or restricts, or has the effect of prohibiting or restricting, the ability of a limited partner to exercise its redemption/exchange rights explained below;

•

enter into or conduct any business other than in connection with its role as our general partner and its operation as a REIT;

•

acquire an interest in real or personal property other than through us;

•

withdraw from us or transfer any portion of its general partnership interest; or

•

be relieved of its obligations under the partnership agreement following any permitted transfer of its general partnership interest.

Distributions to Unitholders

The partnership agreement provides that holders of common units are entitled to receive quarterly distributions of available cash on a pro rata basis in accordance with their respective percentage interests. Our general partner, as the sole holder of our series A preferred units, series B preferred units, series C preferred units and series D preferred units, receives distributions from us with respect to such preferred units in order to make the distributions to series A preferred stockholders, series B preferred stockholders, series C preferred stockholders and series D preferred stockholders of Digital Realty Trust, Inc.

Redemption/Exchange Rights

Limited partners have the right to require us to redeem part or all of their units for cash based upon the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of the redemption. Alternatively, Digital Realty Trust, Inc. may elect to acquire those units in exchange for shares of Digital Realty Trust, Inc. common stock. Digital Realty Trust, Inc.’s acquisition will be on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuances of stock rights, specified extraordinary distributions and similar events. Digital Realty Trust, Inc. presently anticipates that it will elect to issue shares of its common stock in exchange for units in connection with each redemption request, rather than having us redeem the units for cash. With each redemption or exchange, Digital Realty Trust, Inc.’s percentage ownership interest in us increases. Limited partners who hold units may exercise this redemption right from time to time, in whole or in part, except when, as a consequence of shares of Digital Realty Trust, Inc. common stock being issued, any person’s actual or constructive stock ownership would exceed Digital Realty Trust, Inc.’s ownership limits, or any other limit as provided in its charter or as otherwise determined by its board of directors.

In addition, if the number of units delivered by a limited partner for redemption exceeds 9.8% of Digital Realty Trust, Inc.’s outstanding common stock and $50.0 million in gross value (based on a unit value equal to the trailing ten-day daily price of Digital Realty Trust, Inc. common stock) and Digital Realty Trust, Inc. is eligible to file a registration statement on Form S-3 under the Securities Act, then it may also elect to redeem the units with the proceeds from a public offering or private placement of its common stock. In the event it elects this option, Digital Realty Trust, Inc. may require the other limited partners also to elect whether or not to participate. If it does so, any limited partner who does not elect to participate will not be permitted to redeem units for the subsequent 12 months, subject to limited exceptions. Participating limited partners will receive on the redemption date the lesser of the cash we would otherwise be required to pay for such units or the net proceeds per share in the public offering, but will have a limited opportunity to withdraw their units from the redemption immediately prior to the pricing of the public offering. Except as described above, a limited partner is not entitled to redeem common units, either for cash or shares of Digital Realty Trust, Inc. common stock, if exchanging the common units for shares of Digital Realty Trust, Inc. common stock would violate the ownership limits set forth in Digital Realty Trust, Inc.’s charter.

Issuance of Additional Common Units, Preferred Units, Common Stock, Preferred Stock or Convertible Securities

As our sole general partner, Digital Realty Trust, Inc. has the ability to cause us to issue additional units representing general and limited partnership interests. These additional units may include preferred limited partnership units. In addition, Digital Realty Trust, Inc. may issue additional shares of its common stock or convertible securities, but only if it causes us to issue to it partnership interests or rights, options, warrants or convertible or exchangeable securities of us having designations, preferences and other rights, so that the economic interests of our interests issued are substantially similar to the economic interests of the securities that Digital Realty Trust, Inc. has issued.

Tax Matters

Digital Realty Trust, Inc. is our tax matters partner and, as such, it has authority to make tax elections under the Code on our behalf.

Allocations of Net Income and Net Losses to Partners

Our net income will generally be allocated to Digital Realty Trust, Inc. to the extent of the accrued preferred return on its preferred units, and then to Digital Realty Trust, Inc., as general partner, and our limited partners in accordance with the respective percentage interests in the common units issued by us. Net loss will generally be allocated to Digital Realty Trust, Inc., as general partner, and our limited partners in accordance with the respective common percentage interests in us until the limited partner’s capital is reduced to zero and any remaining net loss would be allocated to Digital Realty Trust, Inc. However, in some cases, losses may be disproportionately allocated to partners who have guaranteed our debt. The allocations described above are subject to special allocations relating to depreciation deductions and to compliance with the provisions of Sections 704(b) and 704(c) of the Code and the associated Treasury Regulations.

In addition, Digital Realty Trust, Inc. may from time to time issue long-term incentive units, which are also referred to as profits interest units, to persons who provide services to us for such consideration or for no consideration as it may determine to be appropriate, and admit such persons as our limited partners. The long-term incentive units are similar to our common units in many respects and rank pari passu with our common units as to the payment of regular and special periodic or other distributions except liquidating distributions. The long-term incentive units may be subject to vesting requirements. Initially, long-term incentive units do not have full parity with common units with respect to liquidating distributions. If such parity is reached, vested long-term incentive units may be converted into an equal number of common units of the operating partnership at any time, and thereafter enjoy all the rights of common units of the operating partnership, including redemption rights.

In order to achieve full parity with common units, long-term incentive units must be fully vested and the holder’s capital account balance in respect of such long-term incentive units must be equal to the capital account balance of a holder of an equivalent number of common units. The capital account balance attributable to each common unit is generally expected to be the same, in part because of the amount credited to a partner’s capital account upon their contribution of property to the operating partnership, and in part because the partnership agreement provides, in most cases, that allocations of income, gain, loss and deduction (which will adjust the partners’ capital accounts) are to be made to the common units on a proportionate basis. As a result, with respect to a number of long-term incentive units, it is possible to determine the capital account balance of an equivalent number of common units by multiplying the number of long-term incentive units by the capital account balance with respect to a common unit.

A partner’s initial capital account balance is equal to the amount the partner paid (or contributed to the operating partnership) for its units and is subject to subsequent adjustments, including with respect to the partner’s share of income, gain or loss of the operating partnership. Because a holder of long-term incentive units generally will not pay for the long-term incentive units, the initial capital account balance attributable to such long-term incentive units will be zero. However, the operating partnership is required to allocate income, gain, loss and deduction to the partners’ capital accounts in accordance with the terms of the partnership agreement, subject to applicable Treasury Regulations. The partnership agreement provides that holders of long-term incentive units will receive special allocations of gain in the event of a sale or “hypothetical sale” of assets of the operating partnership prior to the allocation of gain to Digital Realty Trust, Inc. or other limited partners with respect to their common units. The amount of such allocation will, to the extent of any such gain, be equal to the difference between the capital account balance of a holder of long-term incentive units attributable to such units and the capital account balance attributable to an equivalent number of common units. If and when such gain allocation is fully made, a holder of long-term incentive units will have achieved full parity with holders of common units. To the extent that, upon an actual sale or a “hypothetical sale” of the operating partnership’s assets as described above, there is not sufficient gain to allocate to a holder’s capital account with respect to long-term incentive units, or if such sale or “hypothetical sale” does not occur, such units will not achieve parity with common units.

We may also from time to time issue class C profits interest units, or class C units, to persons who provide services to us for such consideration or for no consideration as we may determine to be appropriate. If all applicable performance and other vesting conditions are satisfied with respect to a class C unit, the class C unit will be treated in the same manner as the long-term incentive units issued by us. Class C units are not entitled to quarterly distributions prior to the satisfaction of all applicable performance conditions. Class C units are subject to the same conditions as other long-term incentive units with respect to achieving full parity with common units.

Operations

The partnership agreement provides that Digital Realty Trust, Inc., as general partner, will determine in its discretion and distribute available cash on a quarterly basis, pro rata in accordance with the partners’ percentage interests. Available cash is our net operating cash flow plus the reduction of any reserves and minus principal payment on debt and capital expenditures, investments in any entity, and increase in reserves or working capital accounts and any amounts paid in redemption of limited partner interests.

The partnership agreement provides that we will assume and pay when due, or reimburse Digital Realty Trust, Inc. for payment of all costs and expenses relating to our operations, or for our benefit.

Termination Transactions

The partnership agreement provides that Digital Realty Trust, Inc. may not engage in any merger, consolidation or other combination with or into another person, sale of all or substantially all of its assets or any reclassification or any recapitalization or change in outstanding shares of its common stock, which we refer to as a termination transaction, unless in connection with a termination transaction:

(i)

it obtains the consent of the holders of at least 35% of our common units, long-term incentive units and class C units (including units held by it), and

(ii)

either:

(A)

all limited partners will receive, or have the right to elect to receive, for each common unit an amount of cash, securities or other property equal to the product of:

•

the number of shares of Digital Realty Trust, Inc. common stock into which each unit is then exchangeable, and

•

the greatest amount of cash, securities or other property paid to the holder of one share of Digital Realty Trust, Inc. common stock in consideration of one share of Digital Realty Trust, Inc. common stock in connection with the termination transaction,

provided that, if, in connection with a termination transaction, a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the outstanding shares of Digital Realty Trust, Inc. common stock, each holder of common units will receive, or will have the right to elect to receive, the greatest amount of cash, securities or other property which such holder would have received had it exercised its redemption right and received shares of Digital Realty Trust, Inc. common stock in exchange for its common units immediately prior to the expiration of such purchase, tender or exchange offer and accepted such purchase, tender or exchange offer; or

(B)

the following conditions are met:

•

substantially all of the assets of the surviving entity are held directly or indirectly by us or another limited partnership or limited liability company which is the surviving partnership of a merger, consolidation or combination of assets with us;

•

the holders of common units, long-term incentive units and class C units own a percentage interest of the surviving partnership based on the relative fair market value of our net assets and the other net assets of the surviving partnership immediately prior to the consummation of this transaction;

•

the rights, preferences and privileges of such unit holders in the surviving partnership are at least as favorable as those in effect immediately prior to the consummation of the transaction and as those applicable to any other limited partners or non-managing members of the surviving partnership; and

•

the limited partners may exchange their interests in the surviving partnership for either the consideration available to the limited partners pursuant to paragraph (A) in this section, or the right to redeem their common units for cash on terms equivalent to those in effect with respect to their common units immediately prior to the consummation of the transaction, or, if the ultimate controlling person of the surviving partnership has publicly traded common equity securities, shares of those common equity securities, at an exchange ratio based on the relative fair market value of those securities and Digital Realty Trust, Inc. common stock.

Term

We will continue in full force and effect until December 31, 2104, or until sooner dissolved in accordance with our terms or as otherwise provided by law.

Indemnification and Limitation of Liability

To the extent permitted by applicable law, the partnership agreement indemnifies Digital Realty Trust, Inc., as general partner, and its officers, directors, employees, agents and any other persons it may designate from and against any and all claims arising from our operations in which any indemnitee may be involved, or is threatened to be involved, as a party or otherwise, unless it is established that:

•

the act or omission of the indemnitee was material to the matter giving rise to the proceeding and either was committed in bad faith, constituted fraud or was the result of active and deliberate dishonesty;

•

the indemnitee actually received an improper personal benefit in money, property or services; or

•

in the case of any criminal proceeding, the indemnitee had reasonable cause to believe that the act or omission was unlawful.

Similarly, Digital Realty Trust, Inc., as our general partner, and its officers, directors, agents or employees, are not liable or accountable to us for losses sustained, liabilities incurred or benefits not derived as a result of errors in judgment or mistakes of fact or law or any act or omission so long as Digital Realty Trust, Inc. acted in good faith.

ITEM 12.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The operating partnership is managed by our general partner. This section reflects information with respect to the directors and executive officers of our general partner.

Our general partner has entered into indemnification agreements with each of its executive officers and directors that obligate our general partner to indemnify them to the maximum extent permitted by Maryland law. The indemnification agreements provide that:

•

the director or executive officer actually received an improper personal benefit in money, property or other services; or

•

with respect to any criminal action or proceeding, the director or executive officer had reasonable cause to believe that his or her conduct was unlawful.

•

the director or executive officer actually received an improper personal benefit in money, property or other services;

•

Upon application of a director or executive officer of our general partner to a court of appropriate jurisdiction, the court may order indemnification of such director or executive officer if:

•

the court determines that such director or executive officer is entitled to indemnification under the applicable section of the Maryland General Corporation Law, or MGCL, in which case the director or executive officer shall be entitled to recover from our general partner the expenses of securing such indemnification; or

•

the court determines that such director or executive officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, whether or not the director or executive officer has met the standards of conduct set forth in the applicable section of the MGCL or has been adjudged liable for receipt of an improper personal benefit under the applicable section of the MGCL; provided, however, that our general partner’s indemnification obligations to such director or executive officer will be limited to the expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with any proceeding by or in the right of our general partner or in which the officer or director shall have been adjudged liable for receipt of an improper personal benefit under the applicable section of the MGCL.

•

Notwithstanding, and without limiting, any other provisions of the agreements, if a director or executive officer is a party or is threatened to be made a party to any proceeding by reason of such director’s or executive officer’s status as a director, officer or employee of our general partner, and such director or executive officer is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such proceeding, our general partner must indemnify such director or executive officer for all expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved claim, issue or matter, including any claim, issue or matter in such a proceeding that is terminated by dismissal, with or without prejudice.

•

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

ITEM 13.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


		Page No.
Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets as of June 30, 2010 (unaudited) and December 31, 2009		100

Condensed Consolidated Income Statements for the three and six months ended June 30, 2010 and 2009 (unaudited)		101

Condensed Consolidated Statement of Capital and Comprehensive Income (Loss) for the three and six months ended June 30, 2010 (unaudited)		102

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2010 and 2009 (unaudited)		103

Notes to Condensed Consolidated Financial Statements		105

Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm		130

Consolidated Balance Sheets as of December 31, 2009 and 2008		131

Consolidated Statements of Operations for each of the years in the three-year period ended December 31, 2009		132

Consolidated Statements of Capital and Comprehensive Income (Loss) for each of the years in the three-year period ended December 31, 2009		133

Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2009		135

Notes to Consolidated Financial Statements		137

Supplemental Schedule—Schedule III—Properties and Accumulated Depreciation		171

Notes to Schedule III—Properties and Accumulated Depreciation		174

Financial Statements Under Rule 3-14 of Regulation S-X (New England Portfolio)

Independent Auditors’ Report		175

Combined Statement of Revenue and Certain Expenses for the year ended December 31, 2009		176

Notes to the Combined Statement of Revenue and Certain Expenses		177

Financial Statements Under Rule 3-14 of Regulation S-X (Rockwood Capital/365 Main Portfolio)

Independent Auditors’ Report		179

Combined Statements of Revenue and Certain Expenses for the year ended December 31, 2009 and for the six months ended June 30, 2010 (unaudited)		180

Notes to the Combined Statements of Revenue and Certain Expenses for the year ended December 31, 2009 and for the six months ended June 30, 2010 (unaudited)		181

Unaudited Pro Forma Condensed Consolidated Financial Information

Pro Forma Condensed Consolidated Financial Statements		185

Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2010		186

Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2010 and for the year ended December 31, 2009		187

Notes to Pro Forma Condensed Consolidated Financial Statements		189

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except unit and per unit data)


	June 30, 2010			December 31, 2009
	(unaudited)
ASSETS
Investments in real estate:
Properties:
Land	$	408,024		$	382,763
Acquired ground leases		6,096			2,767
Buildings and improvements		3,404,143			2,952,330
Tenant improvements		268,976			272,462

Total investments in properties		4,087,239			3,610,322
Accumulated depreciation and amortization		(545,834	)		(459,521	)

Net investments in properties		3,541,405			3,150,801
Investment in unconsolidated joint venture		7,237			6,392

Net investments in real estate		3,548,642			3,157,193
Cash and cash equivalents		342,623			72,320
Accounts and other receivables, net of allowance for doubtful accounts of $2,987 and $2,691 as of June 30, 2010 and December 31, 2009, respectively		52,174			46,086
Deferred rent		164,994			145,550
Acquired above market leases, net		31,633			25,861
Acquired in place lease value and deferred leasing costs, net		259,548			224,216
Deferred financing costs, net		20,477			21,073
Restricted cash		35,814			37,810
Other assets		45,127			14,950

Total assets	$	4,501,032		$	3,745,059

LIABILITIES AND CAPITAL
Revolving credit facility	$	11,628		$	205,547
Unsecured senior notes		200,000			83,000
5.875% notes due 2020, net of discount		491,746			—
4.125% exchangeable senior debentures due 2026, net of discount		131,681			165,834
5.50% exchangeable senior debentures due 2029		266,400			266,400
Mortgage loans		1,023,255			1,063,663
Accounts payable and other accrued liabilities		196,491			151,229
Accrued dividends and distributions		—			37,004
Acquired below market leases, net		85,060			69,311
Security deposits and prepaid rents		62,882			68,270

Total liabilities		2,469,143			2,110,258

Commitments and contingencies
Capital:
Partners’ capital:
General Partner:
4,140,000 Series A Cumulative Redeemable preferred units issued and outstanding, 2,530,000 Series B Cumulative Redeemable preferred units issued and outstanding, 6,999,955 Series C Cumulative Convertible preferred units issued and outstanding, 13,794,500 and 13,795,500 Series D Cumulative Convertible preferred units issued and outstanding, respectively, all with a $25.00 liquidation preference per preferred unit (liquidation preference of $686,611,375 and $686,636,375, respectively)		662,314			662,338
87,049,946 and 76,812,783 common units issued and outstanding, respectively		1,358,543			924,604
Limited partners, 3,970,549 common units, 979,450 profits interest units and 587,033 class C units outstanding as of June 30, 2010 and 4,360,549 common units, 842,096 profits interest units and 216,452 class C units outstanding as of December 31, 2009		59,512			60,875
Accumulated other comprehensive loss		(70,845	)		(30,630	)

Total partners’ capital		2,009,524			1,617,187
Noncontrolling interests in consolidated joint ventures		22,365			17,614

Total capital		2,031,889			1,634,801

Total liabilities and capital	$	4,501,032		$	3,745,059

See accompanying notes to the condensed consolidated financial statements.

100

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED INCOME STATEMENTS

(unaudited in thousands, except unit and per unit data)


	Three Months Ended June 30,						Six Month Ended June 30,
	2010			2009			2010			2009
Operating Revenues:
Rental	$	157,867		$	125,490		$	310,588		$	243,585
Tenant reimbursements		39,597			29,434			78,655			60,455
Other		—			83			—			101

Total operating revenues		197,464			155,007			389,243			304,141

Operating Expenses:
Rental property operating and maintenance		54,406			42,301			107,648			84,874
Property taxes		12,748			9,149			25,469			18,360
Insurance		1,846			1,488			3,581			2,944
Depreciation and amortization		59,860			49,183			117,392			95,487
General and administrative		12,574			9,958			23,093			19,630
Transactions		1,715			82			2,548			512
Other		165			—			167			285

Total operating expenses		143,314			112,161			279,898			222,092

Operating income		54,150			42,846			109,345			82,049
Other Income (Expenses):
Equity in earnings of unconsolidated joint venture		955			741			2,933			1,857
Interest and other income		34			403			65			646
Interest expense		(33,162	)		(22,495	)		(64,064	)		(41,432	)
Tax expense		(534	)		(292	)		(1,250	)		(728	)
Loss from early extinguishment of debt		(1,541	)		—			(1,541	)		—

Net income		19,902			21,203			45,488			42,392
Net (income) loss attributable to noncontrolling interests in consolidated joint ventures		(150	)		(74	)		82			(74	)

Net income attributable to Digital Realty Trust, L.P.		19,752			21,129			45,570			42,318
Preferred units distributions		(10,101	)		(10,101	)		(20,202	)		(20,202	)

Net income available to common unitholders	$	9,651		$	11,028		$	25,368		$	22,116

Net income per unit available to common unitholders:
Basic	$	0.11		$	0.13		$	0.30		$	0.27
Diluted	$	0.11		$	0.13		$	0.29		$	0.27

Weighted average common units outstanding:
Basic		86,149,647			81,998,567			84,699,431			81,278,297
Diluted		88,295,639			82,728,389			86,687,649			81,668,295

See accompanying notes to the condensed consolidated financial statements.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CAPITAL AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except unit data)


	General Partner									Limited Partners
	Preferred Units					Common Units				Common Units
	Units		Amount			Units	Amount			Units		Amount			Accumulated Other Comprehensive Loss			Noncontrolling Interests in Consolidated Joint Venture			Total Capital
Balance as of December 31, 2009	27,465,455		$	662,338		76,812,783	$	924,604		5,419,097		$	60,875		$	(30,630	)	$	17,614		$	1,634,801
Conversion of limited partner common units to general partner common units	—			—		675,742		7,179		(675,742	)		(7,179	)		—			—			—
Issuance of restricted common units, net of forfeitures	—			—		83,576		—		—			—			—			—			—
Net proceeds from issuance of common units	—			—		8,220,263		444,541		—			—			—			—			444,541
Issuance of common units in connection with the exercise of stock options	—			—		95,355		3,638		—			—			—			—			3,638
Issuance of incentive units	—			—		—		—		793,677			—			—			—			—
Amortization of unearned compensation regarding share based awards	—			—		—		6,601		—			—			—			—			6,601
Issuance of common units in exchange for debentures	—			—		1,161,632		36,989		—			—			—			—			36,989
Conversion of Series D preferred units	(1,000	)		(24	)	595		24		—			—			—			—			—
Distributions	—			(20,202	)	—		(79,295	)	—			(5,290	)		—			—			(104,787	)
Reclassification of vested share based awards	—			—		—		(9,573	)	—			9,573			—			—			—
Contributions from noncontrolling interest in consolidated joint ventures	—			—		—		—		—			—			—			4,833			4,833
Net income	—			20,202		—		23,835		—			1,533			—			(82	)		45,488
Other comprehensive income - foreign currency translation adjustments	—			—		—		—		—			—			(37,519	)		—			(37,519	)
Other comprehensive income - fair value of interest rate swaps	—			—		—		—		—			—			(6,096	)		—			(6,096	)
Other comprehensive income - reclassification of other comprehensive income to interest expense	—			—		—		—		—			—			3,400			—			3,400

Comprehensive income																						5,273

Balance as of June 30, 2010	27,464,455		$	662,314		87,049,946	$	1,358,543		5,537,032		$	59,512		$	(70,845	)	$	22,365		$	2,031,889

See accompanying notes to the condensed consolidated financial statements.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited in thousands)


	Six Months Ended
	June 30, 2010			June 30, 2009
Cash flows from operating activities:
Net income	$	45,488		$	42,392
Adjustments to reconcile net income to net cash provided by operating activities:
Loss on early extinguishment of debt-non cash portion		1,193			—
Equity in earnings of unconsolidated joint venture		(2,933	)		(1,857	)
Distributions from unconsolidated joint venture		2,000			2,000
Write-off of net assets due to early lease terminations		167			285
Depreciation and amortization of buildings and improvements, tenant improvements and acquired ground leases		93,940			74,632
Amortization of share-based unearned compensation		6,601			4,455
Allowance for doubtful accounts		296			105
Amortization of deferred financing costs		5,335			3,557
Amortization of debt discount/premium		2,256			1,719
Amortization of acquired in place lease value and deferred leasing costs		23,453			20,855
Amortization of acquired above market leases and acquired below market leases, net		(4,704	)		(4,257	)
Changes in assets and liabilities:
Restricted cash		2,043			13,398
Accounts and other receivables		(9,017	)		(3,515	)
Deferred rent		(21,682	)		(22,397	)
Deferred leasing costs		(5,122	)		(4,633	)
Other assets		(6,561	)		156
Accounts payable and other accrued liabilities		14,020			2,373
Security deposits and prepaid rents		(3,701	)		14,214

Net cash provided by operating activities		143,072			143,482

Cash flows from investing activities:
Acquisitions of properties		(405,983	)		(19,105	)
Deposits paid for acquisitions of properties		(25,000	)		—
Receipt of value added tax refund		1,818			6,884
Refundable value added tax paid		(2,077	)		(5,327	)
Change in restricted cash		(1,626	)		733
Improvements to investments in real estate		(153,701	)		(245,594	)
Improvement advances to tenants		(911	)		(2,355	)
Collection of advances from tenants for improvements		994			3,616

Net cash used in investing activities		(586,486	)		(261,148	)

103

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(unaudited in thousands)


	Six Months Ended
	June 30, 2010			June 30, 2009
Cash flows from financing activities:
General partner contributions	$	448,323		$	83,736
Borrowings on revolving credit facility		291,404			223,946
Repayments on revolving credit facility		(485,547	)		(328,732	)
Borrowings on unsecured senior notes		117,000			25,000
Borrowings on unsecured senior notes due 2020		491,480			—
Proceeds from mortgage loans		—			37,809
Principal payments on mortgage loans		(6,705	)		(102,274	)
Proceeds from 2029 exchangeable senior debentures		—			266,400
Principal repayments on 2026 exchangeable senior debentures		(250	)		—
Change in restricted cash		514			663
Payment of loan fees and costs		(5,544	)		(8,873	)
Capital contributions received from noncontrolling interests in joint venture		4,833			16,384
Payment of distributions to preferred unitholders		(20,202	)		(20,202	)
Payment of distributions to common unitholders		(121,589	)		(80,209	)

Net cash provided by financing activities		713,717			113,648

Net increase (decrease) in cash and cash equivalents		270,303			(4,018	)
Cash and cash equivalents at beginning of period		72,320			73,334

Cash and cash equivalents at end of period	$	342,623		$	69,316

Supplemental disclosure of cash flow information:
Cash paid for interest, including amounts capitalized	$	49,293		$	38,093
Cash paid for taxes		695			489
Supplementary disclosure of noncash investing and financing activities:
Change in net assets related to foreign currency translation adjustments	$	(37,519	)	$	23,375
Increase in accounts payable and other accrued liabilities and decrease in other assets, respectively, related to change in fair value of interest rate swaps		(6,096	)		(1,200	)
Accrual for additions to investments in real estate and tenant improvement advances included in accounts payable and accrued expenses		80,439			52,621
Accrual of contingent purchase price for investments in real estate		7,440			—
Issuance of common units in exchange of 2026 exchangeable senior debentures, net		36,989			—
Allocation of purchase price of properties/investment in partnership to:
Investments in real estate		377,419			19,105
Acquired above market leases		9,714			—
Acquired below market leases		(26,450	)		—
Acquired in place lease value and deferred leasing costs		45,300			—

Cash paid for acquisition of properties	$	405,983		$	19,105

See accompanying notes to the condensed consolidated financial statements.

104

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2010 and 2009

(unaudited)

1. Organization and Description of Business

Digital Realty Trust, L.P. and its subsidiaries (collectively, we, our, us or the Operating Partnership) is engaged in the business of owning, acquiring, developing, redeveloping and managing technology-related real estate. The Operating Partnership is managed by Digital Realty Trust, Inc. (the General Partner), its sole general partner. The Operating Partnership is focused on providing Turn-Key Datacenter^® and Powered Base Building^® datacenter solutions for domestic and international tenants across a variety of industry verticals ranging from information technology and Internet enterprises, to manufacturing and financial services. As of June 30, 2010, our portfolio consisted of 87 properties, excluding one property held as an investment in an unconsolidated joint venture, of which 73 are located throughout North America and 14 are located in Europe. Our properties are diversified in major markets where corporate datacenter and technology tenants are concentrated, including the Boston, Chicago, Dallas, Los Angeles, New York Metro, Northern Virginia, Phoenix, San Francisco and Silicon Valley metropolitan areas in the U.S. and the Amsterdam, Dublin, London and Paris markets in Europe. The portfolio consists of Internet gateway and corporate datacenter properties, technology manufacturing properties and regional or national headquarters of technology companies.

The Operating Partnership was formed on July 21, 2004 in anticipation of the General Partner’s initial public offering (IPO) on November 3, 2004 and commenced operations on that date. As of June 30, 2010, the General Partner owns a 94.0% common unit interest and a 100% preferred unit interest in the Operating Partnership. As general partner, it has control over the Operating Partnership. The limited partners of the Operating Partnership do not have rights to replace the general partner nor do they have participating rights, although they do have certain protective rights.

The General Partner and the Operating Partnership (collectively, the Company) are an internally managed real estate investment trust (REIT) with an “UPREIT” structure and, as such, the General Partner does not hold any independent assets or conduct any business operations apart from its investment in the Operating Partnership. There are no management or similar contracts between the Operating Partnership and the General Partner other than the partnership agreement, and the Company operates as a single, internally managed enterprise of which the General Partner is the holding company that manages the Operating Partnership. The General Partner has no source of revenue other than on its equity interests in the Operating Partnership. The accounts of the Operating Partnership are consolidated with those of the General Partner. The same personnel service both the General Partner and the Operating Partnership.

2. Summary of Significant Accounting Policies

(a) Principles of Consolidation and Basis of Presentation

The accompanying interim condensed consolidated financial statements include all of the accounts of the Operating Partnership and the subsidiaries of the Operating Partnership. Intercompany balances and transactions have been eliminated.

The accompanying interim condensed consolidated financial statements are unaudited, but have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and in compliance with the rules and regulations of the United States Securities and Exchange Commission. Accordingly, they do not include all of the disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments necessary for a fair presentation have been included. All such adjustments are considered to be of a normal recurring nature, except as otherwise indicated. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for the full fiscal year. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included elsewhere in this Registration Statement on Form 10.

(b) Cash Equivalents

For the purpose of the condensed consolidated statements of cash flows, we consider short-term investments with original maturities of 90 days or less to be cash equivalents. As of June 30, 2010, cash equivalents consist of investments in money market instruments.

(c) Share Based Compensation

We account for share based compensation using the fair value method of accounting. The estimated fair value of the stock options granted by us is being amortized on a straight-line basis over the vesting period of the stock options. The estimated fair value of the long-term incentive units and Class C Units (discussed in note 9(b)) granted by us is being amortized on a straight-line basis over the expected service period.

105

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

For share based compensation awards with performance conditions, we estimate the fair value of the award for each of the possible performance condition outcomes and amortize the compensation cost based on management’s projected performance outcome. In the instance management’s projected performance outcome changes prior to the final measurement date, compensation cost is adjusted accordingly.

(d) Income Taxes

We assess our significant tax positions in accordance with U.S. GAAP for all open tax years and determine whether we have any material unrecognized liabilities from uncertain tax benefits. If a tax position is not considered “more-likely-than-not” to be sustained solely on its technical merits, no benefits of the tax position are to be recognized (for financial statement purposes). As of June 30, 2010, we have no liabilities for uncertain tax positions. We classify interest and penalties on tax liabilities from significant uncertain tax positions as interest expense and operating expense, respectively, in our condensed consolidated statements of operations. For the three and six months ended June 30, 2010 and 2009, we had no such interest or penalties.

See Note 7 for further discussion on income taxes.

(e) Presentation of Transactional-based Taxes

We account for transactional-based taxes, such as value added tax, or VAT, for our international properties on a net basis.

(f) Asset Retirement Obligations

We record accruals for estimated retirement obligations as required by current accounting guidance. The amount of asset retirement obligations relates primarily to estimated asbestos removal costs at the end of the economic life of properties that were built before 1984. As of June 30, 2010 and December 31, 2009, the amount included in accounts payable and other accrued liabilities on our condensed consolidated balance sheets was approximately $1.3 million.

(g) Assets and Liabilities Measured at Fair Value

On January 1, 2008, we adopted new accounting guidance establishing a framework for measuring fair-value and expanding disclosures regarding related fair-value measurements. The guidance applies to reported balances that are required or permitted to be measured at fair-value under existing accounting pronouncements; accordingly, the guidance does not require any new fair-value measurements of reported balances.

The guidance emphasizes that fair-value is a market-based measurement, not an entity-specific measurement. Therefore, a fair-value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair-value measurements, a fair-value hierarchy is established that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Operating Partnership has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair-value measurement is based on inputs from different levels of the fair-value hierarchy, the level in the fair-value hierarchy within which the entire fair-value measurement falls is based on the lowest level input that is significant to the fair-value measurement in its entirety. Our assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

106

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

(h) Transactions Expense

Transactions expense includes acquisition-related expenses and other business development expenses, which are expensed as incurred. Acquisition-related expenses include closing costs, broker commissions and other professional fees, including legal and accounting fees related to acquisitions and potential acquisitions.

(i) Management’s Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made. On an on-going basis, we evaluate our estimates, including those related to acquiring, developing and assessing the carrying values of our real estate properties, accrued liabilities and performance-based equity compensation plans. We base our estimates on historical experience, current market conditions, and various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could vary under different assumptions or conditions.

(j) Newly Adopted Significant Accounting Policies

On January 1, 2010, we adopted amended guidance related to the consolidation of variable-interest entities. This amended guidance requires an enterprise to qualitatively assess the determination of the primary beneficiary of a variable interest entity (“VIE”) based on whether the entity (1) has the power to direct matters that most significantly impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. Additionally, they require an ongoing reconsideration of the primary beneficiary and provide a framework for the events that trigger a reassessment of whether an entity is a VIE. This guidance is effective for financial statements issued for fiscal years beginning after November 15, 2009 and for subsequent interim and annual reporting periods.

(k) Segment Information

All of our properties generate similar revenues and expenses related to tenant rent and reimbursements and operating expenses. The delivery of our products is consistent across all properties and although services are provided to a wide range of customers, the types of services provided to them are limited to a few core principles. As such, the properties in our portfolio have similar economic characteristics and the nature of the products and services provided to our customers and the method to distribute such services are consistent throughout the portfolio. Consequently, our properties qualify for aggregation into one reporting segment.

(l) Reclassifications

Certain reclassifications to prior year amounts have been made to conform to the current year presentation. During the three months ended June 30, 2010 and 2009, $1.7 million and $0.1 million, respectively, were reclassified from General and Administrative expense to Transactions expense. During the six months ended June 30, 2010 and 2009, $2.5 million and $0.5 million, respectively, were reclassified from General and Administrative expense to Transactions expense.

107

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

3. Acquisitions

We acquired the following real estate properties during the six months ended June 30, 2010:


Location	Metropolitan Area	Date Acquired	Amount (in millions)
New England Portfolio⁽¹⁾	Various⁽¹⁾	January 22, 2010	$	375.0
1725 Comstock Street⁽²⁾	Silicon Valley	April 30, 2010		14.1
3105/3115 Alfred Street	Silicon Valley	May 24, 2010		10.0
Cateringweg 5⁽³⁾	Amsterdam	June 17, 2010		6.4

			$	405.5

(1)

The New England Portfolio consists of 55 Middlesex Turnpike, Bedford, Massachusetts and a 100% condominium interest that represents 87.5% of the square footage of 128 First Avenue, Needham, Massachusetts, both located in the Boston metropolitan area, as well as 60-80 Merritt Boulevard, Trumbull, Connecticut, located in the New York Metro area. The New England Portfolio is considered three properties for our property count.

(2)

(3)	A land parcel subject to a ground lease along with a vacant shell building.

The New England Portfolio’s aggregate acquisition amounts were allocated as follows: $21.2 million to land, $323.0 million to buildings and improvements, $2.2 million to tenant improvements, $55.0 million to identified intangible assets and $26.4 million to identified intangible liabilities. There was no contingent consideration associated with the acquisition.

Operating revenues of $17.4 million and operating income of $5.0 million for the New England Portfolio are included in the condensed consolidated income statement for the three months ended June 30, 2010 and operating revenues of $30.5 million and operating income of $9.0 million for the six months ended June 30, 2010.

On July 13, 2010, we completed the acquisition of a five-property datacenter portfolio located in California, Arizona and Virginia, which we refer to as the 365 Main Portfolio. The purchase price was approximately $725.0 million and was funded with proceeds from the General Partner’s common stock offering in June 2010 and our notes offering in July 2010 along with borrowings under our revolving credit facility. The 365 Main Portfolio comprises a total of approximately 919,000 square feet.

We will account for this acquisition under current purchase accounting guidance, and will include the 365 Main Portfolio’s results of operations in our consolidated financial statements beginning on July 13, 2010, the acquisition date. Under current purchase accounting guidance, the fair value of the real estate acquired is allocated to the acquired tangible assets, consisting primarily of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases, value of tenant relationships and acquired ground leases, based in each case on their fair values. Given the recent date on which we acquired the 365 Main Portfolio, we are unable to provide the acquisition date fair value of assets acquired. Accordingly, we are also unable to provide a qualitative description of the factors that make up identified intangible assets and liabilities to be recognized, if any, such as above-market and below-market lease values, in-place lease value and tenant relationship value.

108

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

The pro forma operating revenues and operating income of the combined entity, including the New England Portfolio and the 365 Main Portfolio had the acquisitions taken place on January 1, 2010 for the three and six months ended June 30, 2010, or January 1, 2009 for the three and six months ended June 30, 2009 are as follows:


	Three months ended				Six months ended
	Operating Revenues		Operating Income		Operating Revenues		Operating Income
	(in millions)				(in millions)
Supplemental pro forma for the periods ended June 30, 2010⁽¹⁾	$	229.4	$	61.7	$	457.3	$	126.0
Supplemental pro forma for the periods ended June 30, 2009⁽¹⁾		202.0		53.9		396.9		102.9

(1)	These unaudited pro forma results do not purport to be indicative of what operating results would have been had the acquisitions occurred on January 1, 2010 or January 1, 2009, and may not be indicative of future operating results.

4. Acquired Intangible Assets and Liabilities

The following summarizes our acquired intangible assets (acquired in place lease value and acquired above-market lease value) and intangible liabilities (acquired below-market lease value) as of June 30, 2010 and December 31, 2009.


	Balance as of
(Amounts in thousands)	June 30, 2010			December 31, 2009
Acquired in place lease value:
Gross amount	$	421,130		$	377,336
Accumulated amortization		(233,447	)		(215,030	)

Net	$	187,683		$	162,306

Acquired above market leases:
Gross amount	$	71,477		$	62,757
Accumulated amortization		(39,844	)		(36,896	)

Net	$	31,633		$	25,861

Acquired below market leases:
Gross amount	$	170,609		$	147,938
Accumulated amortization		(85,549	)		(78,627	)

Net	$	85,060		$	69,311

Amortization of acquired below-market lease value, net of acquired above-market lease value, resulted in an increase to rental revenues of $2.4 million and $2.1 million for the three months ended June 30, 2010 and 2009, respectively, and $4.7 million and $4.3 million for the six months ended June 30, 2010 and 2009, respectively. Estimated annual amortization of acquired below-market lease value, net of acquired above-market lease value, for each of the five succeeding years, commencing January 1, 2011 is as follows:


(Amounts in thousands)
2011	$	9,289
2012		6,230
2013		6,167
2014		5,434
2015		4,679

109

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

Amortization of acquired in place lease value (a component of depreciation and amortization expense) was $10.2 million and $9.0 million for the three months ended June 30, 2010 and 2009, respectively, and $20.1 million and $18.1 million for the six months ended June 30, 2010 and 2009, respectively. Estimated annual amortization of acquired in place lease value for each of the five succeeding years, commencing January 1, 2011 is as follows:


(Amounts in thousands)
2011	$	32,078
2012		27,104
2013		26,069
2014		22,447
2015		17,103

5. Debt

A summary of outstanding indebtedness as of June 30, 2010 and December 31, 2009, respectively, is as follows (in thousands):


Properties	Interest Rate at June 30, 2010	Maturity Date	Principal Outstanding June 30, 2010			Principal Outstanding December 31, 2009
Mortgage loans:
Secured Term Debt (1)(2)	5.65%	Nov. 11, 2014	$	142,810		$	144,078
3 Corporate Place (2)(3)	6.72%	Aug. 1, 2011(4)		80,000			80,000
200 Paul Avenue 1-4 (2)	5.74%	Oct. 8, 2015		76,997			77,803
2045 & 2055 LaFayette Street (2)	5.93%	Feb. 6, 2017		66,854			67,271
Mundells Roundabout	3-month GBP LIBOR + 1.20%(5)	Nov. 30, 2013		64,002	(7)		69,154	(7)
600 West Seventh Street	5.80%	Mar. 15, 2016		54,850			55,524
34551 Ardenwood Boulevard 1-4 (2)	5.95%	Nov. 11, 2016		54,626			54,945
1100 Space Park Drive (2)	5.89%	Dec. 11, 2016		54,620			54,944
1350 Duane Avenue/3080 Raymond Street (2)	5.42%	Oct. 1, 2012		52,800			52,800
150 South First Street (2)	6.30%	Feb. 6, 2017		52,457			52,760
1500 Space Park Drive (2)	6.15%	Oct. 5, 2013		40,924			41,883
2334 Lundy Place (2)	5.96%	Nov. 11, 2016		39,728			39,960
114 Rue Ambroise Croizat	3-month EURIBOR + 1.35%(5)	Jan. 18, 2012		38,184	(6)		45,067	(6)
Clonshaugh Industrial Estate II (3)	3-month EURIBOR + 4.50%(5)	Sep. 4, 2014		36,714	(6)		42,993	(6)
Unit 9, Blanchardstown Corporate Park	3-month EURIBOR + 1.35%(5)	Jan. 18, 2012		32,829	(6)		38,746	(6)
Cressex 1 (8)	5.68%	Oct. 16, 2014		27,289	(7)		29,486	(7)
6 Braham Street (3)	3-month GBP LIBOR + 0.90%(5)	Apr. 10, 2011		18,980	(7)		20,831	(7)
1201 Comstock Street (3)	1-month LIBOR + 3.50%(5)	Jun. 24, 2012(4)		17,363			17,737
Datacenter Park — Dallas	5.00%	Sep. 15, 2010(4)		17,000			17,000
Paul van Vlissingenstraat 16	3-month EURIBOR + 1.60%(5)	Jul. 18, 2013		12,884	(6)		15,208	(6)
Chemin de l’Epinglier 2	3-month EURIBOR + 1.50%(5)	Jul. 18, 2013		9,322	(6)		11,046	(6)
1125 Energy Park Drive (2)	7.62%(10)	Mar. 1, 2032		9,132			9,203
Manchester Technopark (8)	5.68%	Oct. 16, 2014		8,302	(7)		8,970	(7)
Gyroscoopweg 2E-2F (9)	3-month EURIBOR + 1.50%(5)	Oct. 18, 2013		8,203	(6)		9,682	(6)
731 East Trade Street	8.22%	Jul. 1, 2020		5,206			5,315

				1,022,076			1,062,406
Revolving credit facility	Various(11)	Aug. 31, 2010(12)		11,628	(13)		205,547	(13)
Unsecured senior notes — Series A	7.000%	Jul. 24, 2011		25,000			25,000
Unsecured senior notes — Series B	9.320%	Nov. 5, 2013		33,000			33,000
Unsecured senior notes — Series C	9.680%	Jan. 6, 2016		25,000			25,000
Unsecured senior notes — Series D	4.570%	Jan. 20, 2015		50,000			—
Unsecured senior notes — Series E	5.730%	Jan. 20, 2017		50,000			—
Unsecured senior notes — Series F	4.500%	Feb. 3, 2015		17,000			—
5.875% notes due 2020	5.875%	Feb. 1, 2020		500,000			—
4.125% exchangeable senior debentures due 2026	4.125%	Aug. 15, 2026(14)		135,290			172,500
5.50% exchangeable senior debentures due 2029	5.50%	Apr. 15, 2029(15)		266,400			266,400

Total principal outstanding				2,135,394			1,789,853
Unamortized discount on 5.875% unsecured senior notes due 2020				(8,254	)		—
Unamortized discount on 4.125% exchangeable senior debentures due 2026				(3,609	)		(6,666	)
Unamortized premium—1125 Energy Park Drive, 731 East Trade Street, 1500 Space Park Drive and 1350 Duane Avenue/3080 Raymond Street mortgages				1,179			1,257

Total indebtedness			$	2,124,710		$	1,784,444

110

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

(1)	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.

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

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

(4)	Two one-year extensions are available, which we may exercise if certain conditions are met, except for 1201 Comstock Street, which has a one-year extension available.

(5)	We have entered into interest rate swap or interest rate cap agreements as a cash flow hedge for interest generated by these US LIBOR, EURIBOR and GBP LIBOR based loans. See note 10 for further information.

(6)	Based on exchange rate of $1.22 to €1.00 as of June 30, 2010 and $1.43 to €1.00 as of December 31, 2009.

(7)	Based on exchange rate of $1.49 to £1.00 as of June 30, 2010 and $1.61 to £1.00 as of December 31, 2009.

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

(9)	This loan is also secured by a €1.3 million letter of credit.

(10)	If the loan is not repaid by March 1, 2012, the interest rate increases to the greater of 9.62% or the then treasury rate plus 2%.

(11)

The interest rate under our revolving credit facility equals either (i) US LIBOR, EURIBOR and GBP LIBOR (ranging from 1- to 6-month maturities) plus a margin of between 1.10% and 2.00% or (ii) the greater of (x) the base rate announced by the lender and (y) 1/2 of 1% per annum above the federal funds rate, plus a margin of between 0.100%—1.000%. In each case, the margin is based on our total leverage ratio. We incur a fee ranging from 0.125% to 0.20% for the unused portion of our unsecured revolving credit facility.

(12)	Effective August 31, 2010, we exercised the first of two one-year extension options to our revolving credit facility, which extends its maturity date from August 31, 2010 to August 31, 2011.

(13)	Balances as of June 30, 2010 and December 31, 2009 are as follows (balances, in thousands):


Denomination of Draw	Balance as of June 30, 2010			Weighted- average interest rate		Balance as of December 31, 2009			Weighted- average interest rate
US ($)	$	—		—		$	195,500		1.34	%
Euro (€)		1,227	(a)	1.56	%		10,047	(a)	1.58	%
British Sterling (£)		10,401	(b)	1.67	%		—		—

Total	$	11,628		1.66	%	$	205,547		1.35	%

(a)	Based on exchange rate of $1.22 to €1.00 as of June 30, 2010 and $1.43 to €1.00 as of December 31, 2009.

(b)	Based on exchange rate of $1.49 to £1.00 as of June 30, 2010.

(14)

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 August 15, 2011, August 15, 2016 and August 15, 2021. 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 August 18, 2011.

(15)

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.

111

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

International assets include properties located in Canada, England, Ireland, Wales, France, Spain, the Netherlands, Singapore and Australia. Under the new amendment, international assets may comprise up to 25% of the borrowing base, with assets in Spain and Singapore limited to up to 10% of the borrowing base. As of June 30, 2010, borrowings under the revolving credit facility bore interest at a blended rate of 1.56% (Euro) and 1.67% (GBP), which are based on 1-month EURIBOR and 1-month GBP LIBOR, respectively, plus a margin of 1.10%. The revolving credit facility has a $515.0 million sub-facility for multicurrency advances in British Pound Sterling, Canadian Dollars, Euros, and Swiss Francs. We intend to use available borrowings under the revolving credit facility to, among other things, finance the acquisition of additional properties, fund tenant improvements and capital expenditures, fund development and redevelopment activities and to provide for working capital and other corporate purposes. As of June 30, 2010, approximately $11.6 million was drawn under this facility and $17.2 million of letters of credit were issued.

The 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 as well as a pool of unencumbered assets. In addition, except to enable the General Partner to maintain its status as a REIT for federal income tax purposes, the General Partner is not permitted during any four consecutive fiscal quarters to make distributions with respect to common stock or other equity interests in an aggregate amount in excess of 95% of Funds From Operations, as defined, for such period, subject to certain other adjustments. As of June 30, 2010, the Company was in compliance with all of such covenants.

Some of our mortgage loans are subject to prepayment lock-out periods. The terms of the following mortgage loans contain prepayment lock-out periods through the dates listed below:


Loan		Date
200 Paul Avenue 1-4		November 2010
1125 Energy Park Drive		December 2011

During the three months ended June 30, 2010 and 2009, we capitalized interest of approximately $2.5 million and $2.1 million, respectively, and for the six months ended June 30, 2010 and 2009, we capitalized interest of approximately $4.4 million and $5.2 million, respectively.

4.125% Exchangeable Senior Debentures due 2026

On August 15, 2006, the Operating Partnership issued $172.5 million of its 4.125% exchangeable senior debentures due August 15, 2026 (the 2026 Debentures). Costs incurred to issue the 2026 Debentures were approximately $5.4 million, net of the amount allocated to the equity component of the debentures. These costs are being amortized over a period of five years, which represents the estimated term of the 2026 Debentures, and are included in deferred financing costs, net in the condensed consolidated balance sheet. The 2026 Debentures 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 the General Partner.

Interest is payable on August 15 and February 15 of each year beginning February 15, 2007 until the maturity date of August 15, 2026. The 2026 Debentures bear interest at 4.125% per annum and contain an exchange settlement feature, which provides that the 2026 Debentures may, under certain circumstances, be exchangeable for cash (up to the principal amount of the 2026 Debentures) and, with respect to any excess exchange value, into cash, shares of the General Partner’s common stock or a combination of cash and shares of the General Partner’s common stock at an exchange rate that was initially 30.6828 shares per $1,000 principal amount of 2026 Debentures. The exchange rate on the 2026 Debentures is subject to adjustment for certain events, including, but not limited to, certain dividends on the General Partner’s common stock in excess of $0.265 per share per quarter (the “reference dividend”). Effective March 11, 2010, the exchange rate has been adjusted to 31.411 shares per $1,000 principal amount of 2026 Debentures as a result of the aggregate dividends in excess of the reference dividend that the General Partner declared and paid on the General Partner’s common stock beginning with the quarter ended December 31, 2006 and through the quarter ended June 30, 2010.

112

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

Prior to August 18, 2011, the Operating Partnership may not redeem the 2026 Debentures except to preserve the General Partner’s status as a REIT for U.S. federal income tax purposes. On or after August 18, 2011, at the Operating Partnership’s option, the 2026 Debentures are redeemable in cash in whole or in part at 100% of the principal amount plus unpaid interest, if any, accrued to, but excluding, the redemption date, upon at least 30 days’ but not more than 60 days’ prior written notice to holders of the 2026 Debentures.

The holders of the 2026 Debentures have the right to require the Operating Partnership to repurchase the 2026 Debentures in cash in whole or in part on each of August 15, 2011, August 15, 2016 and August 15, 2021, and in the event of a designated event, for a repurchase price equal to 100% of the principal amount of the 2026 Debentures plus unpaid interest, if any, accrued to, but excluding, the repurchase date. Designated events include certain merger or combination transactions, non-affiliates becoming the beneficial owner of more than 50% of the total voting power of the General Partner’s capital stock, a substantial turnover of the General Partner’s directors within a 12-month period and the General Partner’s ceasing to be the general partner of the Operating Partnership. Certain events are considered “Events of Default,” which may result in the accelerated maturity of the 2026 Debentures, including a default for 30 days in payment of any installment of interest under the 2026 Debentures, a default in the payment of the principal amount or any repurchase price or redemption price due with respect to the 2026 Debentures and the Operating Partnership’s failure to deliver cash or any shares of the General Partner’s common stock within 15 days after the due date upon an exchange of the 2026 Debentures, together with any cash due in lieu of fractional shares of the General Partner’s common stock.

In addition, the 2026 Debentures are exchangeable (i) prior to July 15, 2026, during any fiscal quarter after the fiscal quarter ended September 30, 2006, if the closing sale price of the General Partner’s common stock for 20 or more trading days in a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter exceeds 130% of the exchange price in effect on the last trading day of the immediately preceding fiscal quarter, (ii) prior to July 15, 2026, during the five business day period after any five consecutive trading day period in which the average trading price per $1,000 principal amount of 2026 Debentures was equal to or less than 98% of the product of the closing sale price of the common stock during such period, multiplied by the applicable exchange rate, (iii) if we call the 2026 Debentures for redemption and (iv) any time on or after July 15, 2026. In April 2010, we gave notice to the holders of the 2026 Debentures that the 2026 Debentures shall be exchangeable during the calendar quarter ending June 30, 2010 pursuant to (i) above. The exchange price in effect as of June 30, 2010 was $31.84 per share.

The General Partner has entered into a registration rights agreement whereby it agreed to register the shares of common stock that could be issued in the future upon exchange of the 2026 Debentures. The General Partner filed the shelf registration statement with the U.S. Securities and Exchange Commission in April 2007.

On June 14, 2010, we entered into an agreement with an institutional holder of approximately $37.0 million principal amount of the 2026 Debentures to exchange such debentures held by such holder for a combination of cash (approximately $0.7 million including accrued interest) and 1,160,950 privately issued shares of the General Partner’s common stock. During the three months ending June 30, 2010, we also exchanged $250,000 aggregate principal amount of the 2026 Debentures pursuant to the terms of the indenture governing the 2026 Debentures. As of June 30, 2010, the remaining $135.3 million face amount of the 2026 Debentures remains outstanding under the original terms. We recorded a loss on exchange of approximately $1.5 million for the three and six months ended June 30, 2010 determined based on the amount of the inducement paid of approximately $0.2 million plus the excess of the fair value of the 2026 Debentures at the exchange date over the carrying value of the exchanged 2026 Debentures along with a write off of a pro rata portion of the associated debt discount on the 2026 Debentures and deferred financing costs. This loss is reported as a loss on early extinguishment of debt in the condensed consolidated income statements.

113

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

The following table provides additional information about the 2026 Debentures as of the date presented pursuant to requirements under accounting guidance on convertible debt instruments that requires the principal amount to be settled in cash upon conversion:


	4.125% Exchangeable Senior Debentures due 2026
($ and shares in thousands, except exchange price)	June 30, 2010			December 31, 2009
Carrying amount of the equity component	$	14,337		$	18,280
Principal amount of the liability component	$	135,290		$	172,500
Unamortized discount of the liability component	$	3,609		$	6,666
Net carrying amount of the liability component	$	131,681		$	165,834
Remaining amortization period of discount		13 months			19 months
Exchange price	$	31.84		$	32.22
Number of shares to be issued upon exchange (a)		1,904			1,923
The amount by which the if-exchanged value exceeds the principal amount (a)	$	109,827		$	96,693
Effective interest rate on liability component		6.75	%		6.75	%
Non-cash interest cost recognized for the period ended	$	2,067		$	1,933	(b)
Coupon rate interest cost recognized for the period ended	$	3,490		$	3,558	(b)

(a)

In accordance with accounting guidance on convertible debt instruments that requires the principal amount to be settled in cash upon conversion, we are required to disclose the exchange price and the number of common units on which the aggregate consideration to be delivered upon exchange is determined (principal plus excess value). The 2026 Debentures require the entire principal amount to be settled in cash, and at our option, any excess value above the principal amount may be settled in cash or the General Partner’s common shares (an equal amount of common units would be issued by the Operating Partnership). Based on the June 30, 2010 and December 31, 2009 closing share prices of the General Partner’s common shares and the exchange prices in the table above, the excess value was approximately $109.8 million and $96.7 million, respectively; accordingly, approximately 1.9 million common shares would be issued by the General Partner if these Debentures were settled on these dates and we elected to settle the excess value in shares of the General Partner’s common stock.

(b)	Amounts are for the six months ended June 30, 2009.

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 are being amortized over a period of five years, which represents the estimated term of the 2029 Debentures, and are included in deferred financing costs, net in the condensed consolidated balance sheet. The 2029 Debentures 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 the General Partner.

Interest is 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 bear interest at 5.50% per annum and may be exchanged for shares of the General Partner’s 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 is subject to adjustment for certain events, including, but not limited to, certain dividends on the General Partner’s common stock in excess of $0.33 per share per quarter (the “reference dividend”). Due to the fact that the exchange feature for the 2029 Debentures must be settled in the common stock of the General Partner, accounting guidance on convertible debt instruments that requires the principal amount to be settled in cash upon conversion does not apply.

Prior to April 18, 2014, the Operating Partnership may not redeem the 2029 Debentures except to preserve the General Partner’s status as a REIT for U.S. federal income tax purposes. On or after April 18, 2014, at the Operating Partnership’s option, the 2029 Debentures are redeemable in cash in whole or in part at 100% of the principal amount plus unpaid interest, if any, accrued to, but excluding, the redemption date, upon at least 30 days’ but not more than 60 days’ prior written notice to holders of the 2029 Debentures.

114

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

The holders of the 2029 Debentures have the right to require the Operating Partnership to repurchase the 2029 Debentures in cash in whole or in part on each of April 15, 2014, April 15, 2019 and April 15, 2024, and in the event of a designated event, for a repurchase price equal to 100% of the principal amount of the 2029 Debentures plus unpaid interest, if any, accrued to, but excluding, the repurchase date. Designated events include certain merger or combination transactions, non-affiliates becoming the beneficial owner of more than 50% of the total voting power of the General Partner’s capital stock, a substantial turnover of the General Partner’s directors within a 12-month period without the approval of existing members and the General Partner’s ceasing to be the general partner of the Operating Partnership. Certain events are considered “Events of Default,” which may result in the accelerated maturity of the 2029 Debentures, including a default for 30 days in payment of any installment of interest under the 2029 Debentures, a default in the payment of the principal amount or any repurchase price or redemption price due with respect to the 2029 Debentures and the Operating Partnership’s failure to deliver shares of the General Partner’s common stock within 15 days after the due date upon an exchange of the 2029 Debentures, together with any cash due in lieu of fractional shares of the General Partner’s common stock.

The General Partner has entered into a registration rights agreement whereby the General Partner must register the shares of its common stock that could be issued in the future upon exchange of the 2029 Debentures. The General Partner filed the shelf registration statement with the U.S. Securities and Exchange Commission in December 2009.

5.875% Notes due 2020

On January 28, 2010, the Operating Partnership issued $500.0 million aggregate principal amount of notes, maturing on February 1, 2020 with an interest rate of 5.875% per annum (the 2020 Notes). The purchase price paid by the initial purchasers was 98.296% of the principal amount. The 2020 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 the General Partner. Interest on the 2020 Notes is payable on February 1 and August 1 of each year, beginning on August 1, 2010. The net proceeds from the offering after deducting the original issue discount of approximately $8.5 million and underwriting commissions and expenses of approximately $4.4 million was approximately $487.1 million. We used the net proceeds from the offering to temporarily repay our borrowings under our revolving credit facility, fund development and redevelopment opportunities and for general corporate purposes. The 2020 Notes have been reflected net of discount in the condensed consolidated balance sheet.

The indenture governing the 2020 Notes contains certain negative 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 June 30, 2010, we were in compliance with each of these financial restrictions and requirements.

The Operating Partnership has entered into a registration rights agreement whereby the Operating Partnership must register notes to be issued in an exchange offer for the 2020 Notes. If the Operating Partnership does not fulfill certain of its obligations under the registration rights agreement, it will be required to pay liquidated damages to the holders of the 2020 Notes. No separate contingent obligation has been recorded as no liquidated damages have become probable. We filed a registration statement with the U.S. Securities and Exchange Commission in June 2010 in connection with the exchange offer, which registration statement is not yet effective.

Unsecured Senior Notes

On January 20, 2010, the Operating Partnership closed the sale of $100.0 million aggregate principal amount of its senior unsecured term notes to Prudential Investment Management, Inc. and certain of its affiliates, or, collectively, Prudential, pursuant to the Prudential shelf facility. The notes were issued in two series referred to as the series D and series E notes. The series D notes have a principal amount of $50.0 million, an interest-only rate of 4.57% per annum and a five-year maturity, and the series E notes have a principal amount of $50.0 million, an interest-only rate of 5.73% per annum and a seven-year maturity. On February 3, 2010, the Operating Partnership closed the sale of an additional $17.0 million aggregate principal amount of its senior unsecured term notes, which we refer to as the series F notes, to Prudential pursuant to the Prudential shelf facility. The series F notes have an interest-only rate of 4.50% per annum and a five-year maturity. We used the proceeds of the series D, series E and series F notes to fund acquisitions, to temporarily repay borrowings under our revolving credit facility, to fund working capital and for general corporate purposes. As of June 30, 2010 and December 31, 2009, there was $200.0 million and $83.0 million of unsecured senior notes outstanding, respectively.

115

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

The Prudential shelf 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 as well as a pool of unencumbered assets. In addition, except to enable the General Partner to maintain its status as a REIT for federal income tax purposes, the General Partner is not permitted during any four consecutive fiscal quarters to make distributions with respect to common stock or other equity interests in an aggregate amount in excess of 95% of Funds From Operations, as defined, for such period, subject to certain other adjustments. As of June 30, 2010, the Company was in compliance with all of such covenants.

The table below summarizes our debt maturities and principal payments as of June 30, 2010 (in thousands):


	Revolving Credit Facility ⁽¹⁾		Unsecured Senior Notes		5.875% Notes due 2020			Mortgage Loans⁽²⁾		Exchangeable Senior Debentures			Total Debt
Remainder of 2010	$	11,628	$	—	$	—		$	24,059	$	—		$	35,687
2011		—		25,000		—			113,450		135,290	⁽³⁾		273,740
2012		—		—		—			151,783		—			151,783
2013		—		33,000		—			140,392		—			173,392
2014		—		—		—			211,858		266,400	⁽⁴⁾		478,258
Thereafter		—		142,000		500,000			380,534		—			1,022,534

Subtotal	$	11,628	$	200,000	$	500,000		$	1,022,076	$	401,690		$	2,135,394
Unamortized discount		—		—		(8,254	)		—		(3,609	)		(11,863	)
Unamortized premium		—		—		—			1,179		—			1,179

Total	$	11,628	$	200,000	$	491,746		$	1,023,255	$	398,081		$	2,124,710

⁽¹⁾

⁽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 June 30, 2010, we had provided limited recourse guarantees with respect to approximately $153.1 million principal amount of the outstanding mortgage indebtedness, and partial letter of credit support with respect to approximately an additional $43.8 million of the outstanding mortgage indebtedness.

⁽³⁾	Assumes maturity of the 2026 Debentures at first redemption date in August 2011.

⁽⁴⁾	Assumes maturity of the 2029 Debentures at first redemption date in April 2014.

Guarantee of Debt

The General Partner has guaranteed some of the Operating Partnership’s debt. The General Partner guarantees the Operating Partnership’s obligations with respect to the 2026 Debentures, the 2029 Debentures, the 2020 Notes and its unsecured senior notes sold to Prudential pursuant to the Prudential shelf facility. The General Partner is also the guarantor of the Operating Partnership’s obligations under its revolving credit facility and guarantees the Operating Partnership’s obligations with respect to some mortgage debt.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

6. Income per Unit

The following is a summary of basic and diluted income per unit (in thousands, except unit and per unit amounts):


	Three Months Ended June 30,				Six Months Ended June 30,
	2010		2009		2010		2009
Net income available to common unitholders	$	9,651	$	11,028	$	25,368	$	22,116

Weighted average units outstanding—basic		86,149,647		81,998,567		84,699,431		81,278,297
Potentially dilutive common units:
Stock options		225,931		195,699		206,803		185,826
Excess exchange value of 2026 Debentures		1,920,061		534,123		1,781,415		204,172

Weighted average units outstanding—diluted		88,295,639		82,728,389		86,687,649		81,668,295

Income per unit:
Basic	$	0.11	$	0.13	$	0.30	$	0.27

Diluted	$	0.11	$	0.13	$	0.29	$	0.27

On or after July 15, 2026, the 2026 Debentures may be exchanged at the then applicable exchange rate for cash (up to the principal amount of the 2026 Debentures) and, with respect to any excess exchange value, into cash, shares of the General Partner’s common stock or a combination of cash and shares of the General Partner’s common stock. The 2026 Debentures are also exchangeable prior to July 15, 2026, but only upon the occurrence of certain specified events. During the three and six months ended June 30, 2010, the weighted average common stock price exceeded the strike price as of June 30, 2010 of $31.84. Therefore, using the treasury method, 1,920,061 and 1,781,415 shares of common stock contingently issuable upon settlement of the excess exchange value were included as potentially dilutive common shares in determining diluted earnings per share for the three and six months ended June 30, 2010, respectively. During the three and six months ended June 30, 2009, the weighted average common stock price exceeded the strike price as of June 30, 2009 of $32.22. Therefore, using the treasury method, 534,123 and 204,172 shares of common stock contingently issuable upon settlement of the excess exchange value were included as potentially dilutive common shares in determining diluted earnings per share for the three and six months ended June 30, 2009, respectively.

The following potentially dilutive securities have been excluded in the calculations above as they would be antidilutive or not dilutive:


	Three Months Ended June 30,		Six Months Ended June 30,
	2010	2009	2010	2009
Potentially dilutive outstanding stock options	—	514,626	5,346	514,626
Potentially dilutive 2029 Debentures	6,195,345	4,901,812	6,195,345	2,464,447
Potentially dilutive outstanding Class C Units (2007 Grant)	—	685,036	—	685,036
Potentially dilutive Series C Cumulative Convertible Preferred Units	3,657,477	3,614,777	3,657,477	3,614,777
Potentially dilutive Series D Cumulative Convertible Preferred Units	8,237,540	8,215,221	8,226,381	8,215,221

	18,090,362	17,931,472	18,084,549	15,494,107

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

7. Income Taxes

As a partnership, the Operating Partnership is not required to pay federal income tax. Instead, taxable income is allocated to the Operating Partnership’s partners, who include such amounts on their federal income tax returns. As such, no provision for federal income taxes has been included in the accompanying interim condensed consolidated financial statements for the three and six months ended June 30, 2010 and 2009.

The Operating Partnership is subject to local, state and foreign taxes in certain jurisdictions where it operates. Income taxes for these jurisdictions are accrued, as necessary, for the three and six months ended June 30, 2010 and 2009 and are included in tax expense in the accompanying condensed consolidated statement of operations.

The General Partner and certain of our consolidated subsidiaries have elected to treat such subsidiaries as taxable REIT subsidiaries (TRSs) of the General Partner for federal income tax purposes. In general, a TRS may provide both customary and non-customary services to tenants of its parent REIT, and may hold assets that a REIT may not otherwise hold directly. A TRS is subject to federal income tax as a regular C corporation. Income taxes for TRS entities are accrued, as necessary, for the three and six months ended June 30, 2010 and 2009.

8. Partners’ Capital

(a) Redeemable Preferred Units

8.50% Series A Cumulative Redeemable Preferred Units

As of June 30, 2010, the Operating Partnership currently has outstanding 4,140,000 of its 8.50% series A cumulative redeemable preferred units, or the series A preferred units, to the General Partner in conjunction with the General Partner’s issuance of an equivalent number of shares of its 8.50% series A cumulative preferred stock, or the series A preferred stock. Distributions are cumulative on the series A preferred units from the date of original issuance in the amount of $2.125 per unit each year, which is equivalent to 8.50% of the $25.00 liquidation preference per unit. Distributions on the series A preferred units are payable quarterly in arrears. The series A preferred units do not have a stated maturity date and are not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, the series A preferred units will rank senior to the common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series B preferred units, series C preferred units and series D preferred units. The Operating Partnership is required to redeem the series A preferred units in the event that the General Partner redeems the series A preferred stock. The General Partner is not allowed to redeem the series A preferred stock before February 9, 2010, except in limited circumstances to preserve the General Partner’s status as a REIT. On or after February 9, 2010, the General Partner may, at its option, redeem the series A preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per unit, plus all accrued and unpaid dividends on such series A preferred stock up to but excluding the redemption date. The General Partner has no voting rights with respect to the series A preferred units. The series A preferred units are not convertible into or exchangeable for any of the Operating Partnership’s other property or securities.

7.875% Series B Cumulative Redeemable Preferred Units

As of June 30, 2010, the Operating Partnership currently has outstanding 2,530,000 of its 7.875% series B cumulative redeemable preferred units, or the series B preferred units, to the General Partner in conjunction with the General Partner’s issuance of an equivalent number of shares of its 7.875% series B cumulative preferred stock, or the series B preferred stock. Distributions are cumulative on the series B preferred units from the date of original issuance in the amount of $1.96875 per unit each year, which is equivalent to 7.875% of the $25.00 liquidation preference per unit. Distributions on the series B preferred units are payable quarterly in arrears. The series B preferred units do not have a stated maturity date and are not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, the series B preferred units will rank senior to the common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series A preferred units, series C preferred units and series D preferred units. The Operating Partnership is required to redeem the series B preferred units in the event that the General Partner redeems the series B preferred stock. The General Partner is not allowed to redeem the series B preferred stock before July 26, 2010, except in limited circumstances to preserve the General Partner’s status as a REIT. On or after July 26, 2010, the General

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

Partner may, at its option, redeem the series B preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per unit, plus all accrued and unpaid dividends on such series B preferred stock up to but excluding the redemption date. The General Partner has no voting rights with respect to the series B preferred units. The series B preferred units are not convertible into or exchangeable for any of the Operating Partnership’s other property or securities.

(b) Convertible Preferred Units

4.375% Series C Cumulative Convertible Preferred Units

On April 10, 2007, the Operating Partnership issued 7,000,000 of its 4.375% series C cumulative convertible preferred units, or the series C preferred units, to the General Partner in conjunction with the General Partner’s issuance of an equivalent number of shares of its 4.375% series C cumulative convertible preferred stock, or the series C preferred stock. Distributions are cumulative on the series C preferred units from the date of original issuance in the amount of $1.09375 per unit each year, which is equivalent to 4.375% of the $25.00 liquidation preference per unit. Distributions on the series C preferred units are payable quarterly in arrears. The series C preferred units do not have a stated maturity date and are not subject to any sinking fund. The Operating Partnership is required to redeem the series C preferred units in the event that the General Partner redeems the series C preferred stock. The General Partner is not allowed to redeem the series C preferred stock except in limited circumstances to preserve the General Partner’s status as a REIT. Upon liquidation, dissolution or winding up, the series C preferred units will rank senior to the common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series A preferred units, series B preferred units and series D preferred units. The General Partner has no voting rights with respect to the series C preferred units.

The series C preferred units convert into common units based upon conversions by the holders of an equivalent number of shares of the series C preferred stock. The initial conversion rate on the series C preferred units was equal to 0.5164 common units per $25.00 liquidation preference. Effective December 11, 2009, the conversion rate was adjusted to 0.5225 common units per $25.00 liquidation preference as a result of an equivalent adjustment to the conversion rate of the series C preferred stock effective on that date. Except as otherwise provided, series C preferred units will be convertible only into common units. The conversion rate on the series C preferred units is subject to adjustment based on adjustments to the conversion rate of the series C preferred stock. The conversion rate on the series C preferred stock is subject to adjustment including, but not limited to, for certain dividends on the General Partner’s common stock in excess of $0.28625 per share per quarter, subject to adjustment. If holders of the series C preferred stock elect to convert their series C preferred stock in connection with a fundamental change that occurs on or prior to April 10, 2014, the General Partner will increase the conversion rate for the series C preferred stock surrendered for conversion by a number of additional shares of common stock determined based on the common stock price at the time of such fundamental change and the effective date of such fundamental change, and an equivalent change will be made to the conversion rate of the series C preferred units.

5.500% Series D Cumulative Convertible Preferred Units

On February 6, 2008, the Operating Partnership issued 13,800,000 of its 5.500% series D cumulative convertible preferred units, or the series D preferred units, to the General Partner in conjunction with the General Partner’s issuance of an equivalent number of shares of its 5.500% series D cumulative convertible preferred stock, or the series D preferred stock. Distributions are cumulative on the series D preferred units from the date of original issuance in the amount of $1.375 per unit each year, which is equivalent to 5.500% of the $25.00 liquidation preference per unit. Distributions on the series D preferred units are payable quarterly in arrears. The series D preferred units do not have a stated maturity date and are not subject to any sinking fund. The Operating Partnership is required to redeem the series D preferred units in the event that the General Partner redeems the series D preferred stock. The General Partner is not allowed to redeem the series D preferred stock except in limited circumstances to preserve the General Partner’s status as a REIT. Upon liquidation, dissolution or winding up, the series D preferred units will rank senior to the common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series A preferred units, series B preferred units and series C preferred units. The General Partner has no voting rights with respect to the series D preferred units.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

The series D preferred units convert into common units based upon conversions by the holders of an equivalent number of shares of the series D preferred stock. The initial conversion rate on the series D preferred units was equal to 0.5955 common units per $25.00 liquidation preference. Effective June 11, 2010, the conversion rate was adjusted to 0.6030 common units per $25.00 liquidation preference as a result of an equivalent adjustment to the conversion rate of the series D preferred stock effective on that date. Except as otherwise provided, series D preferred units will be convertible only into common units. The conversion rate on the series D preferred units is subject to adjustment based on adjustments to the conversion rate of the series D preferred stock. The conversion rate on the series D preferred stock is subject to adjustment including, but not limited to, for certain dividends on the General Partner’s common stock in excess of $0.31 per share per quarter, subject to adjustment. If holders of the series D preferred stock elect to convert their series D preferred stock in connection with a fundamental change that occurs on or prior to February 6, 2015, the General Partner will increase the conversion rate for the series D preferred stock surrendered for conversion by a number of additional shares of common stock determined based on the common stock price at the time of such fundamental change and the effective date of such fundamental change, and an equivalent change will be made to the conversion rate of the series D preferred units.

(c) Allocations of Net Income and Net Losses to Partners

The Operating Partnership’s net income will generally be allocated to the General Partner to the extent of the accrued preferred return on its preferred units, and then to the General Partner and the Operating Partnership’s limited partners in accordance with the respective percentage interests in the common units issued by the Operating Partnership. Net loss will generally be allocated to the General Partner and the Operating Partnership’s limited partners in accordance with the respective common percentage interests in the Operating Partnership until the limited partner’s capital is reduced to zero and any remaining net loss would be allocated to the General Partner. However, in some cases, losses may be disproportionately allocated to partners who have guaranteed our debt. The allocations described above are subject to special allocations relating to depreciation deductions and to compliance with the provisions of Sections 704(b) and 704(c) of the Internal Revenue Code of 1986, as amended (the Code), and the associated Treasury Regulations.

(d) Partnership Units

Limited partners have the right to require the Operating Partnership to redeem part or all of their common units for cash based on the fair market value of an equivalent number of shares of the General Partner’s common stock at the time of redemption. Alternatively, the General Partner may elect to acquire those common units in exchange for shares of the General Partner’s common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. Pursuant to authoritative accounting guidance, the Operating Partnership evaluated whether it controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the share settlement of the limited partners’ common units and the vested incentive units. Based on the results of this analysis, the Operating Partnership concluded that the common and vested incentive Operating Partnership units met the criteria to be classified within capital.

The redemption value of the limited partners’ common units and the vested incentive units was approximately $274.7 million and $249.5 million based on the closing market price of the General Partner’s common stock on June 30, 2010 and December 31, 2009, respectively.

(e) Distributions

The partnership agreement provides that the General Partner will determine in its discretion and distribute available cash on a quarterly basis, pro rata in accordance with the partners’ percentage interests. Available cash is our net operating cash flow plus the reduction of any reserves and minus principal payment on debt and capital expenditures, investments in any entity, and increase in reserves or working capital accounts and any amounts paid in redemption of limited partner interests.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

In 2010, the General Partner has declared the following distributions (in thousands):


Date distribution declared	Distribution payable date	Series A Preferred Unit⁽¹⁾		Series B Preferred Unit⁽²⁾		Series C Preferred Unit ⁽³⁾		Series D Preferred Unit ⁽⁴⁾		Common and Incentive Units⁽⁵⁾
February 23, 2010	March 31, 2010	$	2,199	$	1,246	$	1,914	$	4,742	$	40,143
April 27, 2010	June 30, 2010	$	2,199	$	1,246	$	1,914	$	4,742	$	44,442

		$	4,398	$	2,492	$	3,828	$	9,484	$	84,585

(1)	$2.125 annual rate of distribution per unit.

(2)	$1.969 annual rate of distribution per unit.

(3)	$1.094 annual rate of distribution per unit.

(4)	$1.375 annual rate of distribution per unit.

(5)	$1.920 annual rate of distribution per unit.

9. Incentive Plan

The General Partner’s 2004 Incentive Award Plan provides for the grant of incentive awards to employees, directors and consultants. Awards issuable under the 2004 Incentive Award Plan include stock options, restricted stock, dividend equivalents, stock appreciation rights, long-term incentive units, cash performance bonuses and other incentive awards. Only employees of the Company are eligible to receive incentive stock options under the 2004 Incentive Award Plan. Initially, the General Partner had reserved a total of 4,474,102 shares of common stock for issuance pursuant to the 2004 Incentive Award Plan, subject to certain adjustments set forth in the 2004 Incentive Award Plan. On May 2, 2007, the General Partner’s stockholders approved the First Amended and Restated Digital Realty Trust, Inc., Digital Realty Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (the Amended and Restated 2004 Incentive Award Plan). The Amended and Restated 2004 Incentive Award Plan increases the aggregate number of the General Partner’s shares of stock which may be issued or transferred under the plan by 5,000,000 shares to a total of 9,474,102 shares, and provides that the maximum number of shares of stock with respect to awards granted to any one participant during a calendar year will be 1,500,000 and the maximum amount that may be paid in cash during any calendar year with respect to any performance-based award not denominated in stock or otherwise for which the foregoing limitation would not be an effective limitation for purposes of Section 162(m) of the Code will be $10.0 million.

As of June 30, 2010, 3,944,005 shares of common stock or awards convertible into or exchangeable for common stock remained available for future issuance under the Amended and Restated 2004 Incentive Award Plan. Each long-term incentive and Class C Unit issued under the Amended and Restated 2004 Incentive Award Plan will count as one share of common stock for purposes of calculating the limit on shares that may be issued under the Amended and Restated 2004 Incentive Award Plan and the individual award limit discussed above.

(a) Long-Term Incentive Units

Long-term incentive units, which are also referred to as profits interest units, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. Long-term incentive units, whether vested or not, will receive the same quarterly per unit distributions as Operating Partnership common units, which equal per share distributions on the General Partner’s common stock. Initially, long-term incentive units do not have full parity with common units with respect to liquidating distributions. If such parity is reached, vested long-term incentive units may be converted into an equal number of common units of the Operating Partnership at any time, and thereafter enjoy all the rights of common units of our Operating Partnership, including redemption rights.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

In order to achieve full parity with common units, long-term incentive units must be fully vested and the holder’s capital account balance in respect of such long-term incentive units must be equal to the capital account balance of a holder of an equivalent number of common units. The capital account balance attributable to each common unit is generally expected to be the same, in part because of the amount credited to a partner’s capital account upon their contribution of property to the Operating Partnership, and in part because the partnership agreement provides, in most cases, that allocations of income, gain, loss and deduction (which will adjust the partners’ capital accounts) are to be made to the common units on a proportionate basis. As a result, with respect to a number of long-term incentive units, it is possible to determine the capital account balance of an equivalent number of common units by multiplying the number of long-term incentive units by the capital account balance with respect to a common unit.

A partner’s initial capital account balance is equal to the amount the partner paid (or contributed to the Operating Partnership) for its units and is subject to subsequent adjustments, including with respect to the partner’s share of income, gain or loss of the Operating Partnership. Because a holder of long-term incentive units generally will not pay for the long-term incentive units, the initial capital account balance attributable to such long-term incentive units will be zero. However, the Operating Partnership is required to allocate income, gain, loss and deduction to the partners’ capital accounts in accordance with the terms of the partnership agreement, subject to applicable Treasury Regulations. The partnership agreement provides that holders of long-term incentive units will receive special allocations of gain in the event of a sale or “hypothetical sale” of assets of the Operating Partnership prior to the allocation of gain to the General Partner or limited partners with respect to their common units. The amount of such allocation will, to the extent of any such gain, be equal to the difference between the capital account balance of a holder of long-term incentive units attributable to such units and the capital account balance attributable to an equivalent number of common units. If and when such gain allocation is fully made, a holder of long-term incentive units will have achieved full parity with holders of common units. To the extent that, upon an actual sale or a “hypothetical sale” of the Operating Partnership’s assets as described above, there is not sufficient gain to allocate to a holder’s capital account with respect to long-term incentive units, or if such sale or “hypothetical sale” does not occur, such units will not achieve parity with common units.

The term “hypothetical sale” refers to circumstances that are not actual sales of the Operating Partnership’s assets but that require certain adjustments to the value of the Operating Partnership’s assets and the partners’ capital account balances. Specifically, the partnership agreement provides that, from time to time, in accordance with applicable Treasury Regulations, the Operating Partnership will adjust the value of its assets to equal their respective fair market values, and adjust the partners’ capital accounts, in accordance with the terms of the partnership agreement, as if the Operating Partnership sold its assets for an amount equal to their value. Times for making such adjustments generally include the liquidation of the Operating Partnership, the acquisition of an additional interest in the Operating Partnership by a new or existing partner in exchange for more than a de minimis capital contribution, the distribution by the Operating Partnership to a partner of more than a de minimis amount of partnership property as consideration for an interest in the Operating Partnership, in connection with the grant of an interest in the Operating Partnership (other than a de minimis interest) as consideration for the performance of services to or for the benefit of the Operating Partnership (including the grant of a long-term incentive unit), and at such other times as may be desirable or required to comply with the Treasury Regulations.

During the six months ended June 30, 2010 and 2009, certain employees of the Company were granted an aggregate of 107,993 and 148,310 long-term incentive units, respectively, which, in addition to a service condition, are subject to a performance condition that impacts the number of units ultimately granted to the employee. The performance condition is based upon our achievement of the respective fiscal years’ Funds From Operations per share targets. Upon evaluating the results of the performance condition, the final number of units is determined and such units vest based on achievement of the service conditions. The service conditions of the awards provide for 20% vesting on each of the first and second anniversaries of the original grant date and 30% vesting on each of the third and fourth anniversaries of the original grant date provided the grantee continues employment on each anniversary date. Based on our 2009 FFO per diluted share and unit, all of the 2009 long-term incentive units satisfied the performance condition. The grant date fair values, which equal the market price of the General Partner’s common stock, are being expensed on a straight-line basis over the vesting period of the long-term incentive units, which ranges from four to five years.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

The expense recorded for the three months ended June 30, 2010 and 2009 related to long-term incentive units was approximately $2.2 million and $1.2 million, respectively, and was approximately $3.4 million and $2.0 million for the six months ended June 30, 2010 and 2009, respectively. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of approximately $0.2 million and $0.5 million for the three and six months ended June 30, 2010, respectively, as compared to $0.2 million and $0.3 million for the three and six months ended June 30, 2009 respectively. Unearned compensation representing the unvested portion of the long-term incentive units totaled $15.7 million and $9.3 million as of June 30, 2010 and December 31, 2009, respectively. We expect to recognize this unearned compensation over the next 3.0 years on a weighted average basis.

(b) Class C Profits Interest Units

On May 2, 2007, the General Partner granted an award of Class C Profits Interest Units of the Operating Partnership or restricted stock units, which we refer to collectively as the Class C Units, under the First Amended and Restated 2004 Incentive Award Plan (2007 Grant) to each of the General Partner’s named executive officers and certain other officers and employees.

The Class C Units subject to this award were subject to vesting based on the achievement of a total shareholder return of the General Partner (which we refer to as the market condition) as measured on November 1, 2008 (which we refer to as the first measurement date) and May 1, 2010 (which we refer to as the second measurement date). If:

•

with respect to the first measurement date, the General Partner achieves a total shareholder return equal to at least 18% over the period commencing on May 2, 2007 and ending on November 1, 2008; and

•

with respect to the second measurement date, the General Partner achieves a total shareholder return equal to at least 36% over a period commencing on May 2, 2007 and ending on the earlier of May 1, 2010 and the date of a change in control of the General Partner,

the aggregate amount of the 2007 Grant award pool was equal to 8% of the excess shareholder value, as defined, created during the applicable performance period, but in no event in excess of:

•

$17 million for the first measurement date; or

•

$40 million (less the amount of the award pool as of the first measurement date) for the second measurement date.

On May 1, 2010, we determined that 613,485 of the Class C Units granted in 2007 described above satisfied the market condition on the second measurement date (May 1, 2010), with the value of these units equal to the maximum amount of the award pool payable pursuant to the 2007 Grant on the second measurement date. Of the Class C Units that satisfied the market condition on May 1, 2010, 60% vested on May 1, 2010 and the remaining 40% will vest ratably each month thereafter for 24 months.

The fair value of the 2007 Grant was measured on the grant date using a Monte Carlo simulation to estimate the probability of the multiple market conditions being satisfied. The Monte Carlo simulation uses a statistical formula underlying the Black-Scholes and binomial formulas, and such simulation was run approximately 100,000 times. For each simulation, the value of the payoff was calculated at the settlement date and was then discounted to the grant date at a risk-free interest rate. The expected value of the Class C units on the grant date was determined by multiplying the average of the values over all simulations by the number of outstanding shares of the General Partner’s common stock and Operating Partnership units. The valuation was performed in a risk-neutral framework, so no assumption was made with respect to an equity risk premium. Other significant assumptions used in the valuation included an expected term of 36 months, expected stock price volatility of 23%, a risk-free interest rate of 4.6%, and a dividend growth rate of 5.0 percent. The fixed award limit under the plan is $17 million for the first market condition and $40 million for the second market condition, and there were 69.2 million shares of the General Partner’s common stock and Operating Partnership units outstanding as of the 2007 grant date. The grant date fair value of these awards of approximately $11.8 million will be recognized as compensation expense on a straight line basis over the expected service period of five years. The unearned compensation as of June 30, 2010 and December 31, 2009 was $3.9 million and $5.0 million, respectively. As of June 30, 2010 and December 31, 2009, 378,307 and none, respectively, of the above awards had vested. We recognized compensation expense related to these Class C Units of $0.5 million for the three months ended June 30, 2010 and 2009 and $0.9 million and $0.7 million for the six months ended June 30, 2010 and 2009, respectively. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of $0.1 million for the three months ended June 30, 2010 and 2009 and $0.1 million for the six months ended June 30, 2010 and 2009.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

(c) Stock Options

The fair value of each option granted under the 2004 Incentive Award Plan is estimated on the date of the grant using the Black-Scholes option-pricing model. For the three and six months ended June 30, 2010 and 2009, no stock options were granted. The fair values are being expensed on a straight-line basis over the vesting period of the options, which ranges from four to five years. The expense recorded for the three months ended June 30, 2010 and 2009 was approximately $0.2 million and approximately $0.5 million for the six months ended June 30, 2010 and 2009. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of approximately $62,000 and $61,000 for the three months ended June 30, 2010 and 2009, respectively, and $123,000 and $122,000 for the six months ended June 30, 2010 and 2009, respectively. Unearned compensation representing the unvested portion of the stock options totaled $1.9 million and $2.5 million as of June 30, 2010 and December 31, 2009, respectively. We expect to recognize this unearned compensation over the next 1.6 years on a weighted average basis.

The following table summarizes the 2004 Incentive Award Plan’s stock option activity for the six months ended June 30, 2010:


	Six months ended June 30, 2010
	Shares		Weighted average exercise price
Options outstanding, beginning of period	620,276		$	30.63
Exercised	(95,355	)		38.15
Cancelled / Forfeited	—			—

Options outstanding, end of period	524,921		$	29.26

Exercisable, end of period	341,194		$	23.73

The following table summarizes information about stock options outstanding and exercisable as of June 30, 2010:


Options outstanding							Options exercisable
Exercise price	Number outstanding	Weighted average remaining contractual life (years)	Weighted average exercise price		Aggregate intrinsic value		Number exercisable	Weighted average remaining contractual life (years)	Weighted average exercise price		Aggregate intrinsic value
$12.00-13.02	182,369	4.33	$	12.01	$	8,329,341	182,369	4.33	$	12.01	$	8,329,341
$20.37-28.09	34,724	5.49		23.23		1,196,293	22,886	5.45		22.60		802,749
$33.18-41.73	307,828	6.75		40.17		5,390,670	135,939	6.72		39.65		2,451,490

	524,921	5.82	$	29.26	$	14,916,304	341,194	5.36	$	23.73	$	11,583,580

(d) Restricted Stock

During the six months ended June 30, 2010 and 2009, certain employees of the Company were granted an aggregate of 31,164 and 48,815 shares of the General Partner’s restricted stock, respectively. The grant date fair values, which equal the market price of the General Partner’s common stock, are being expensed on a straight-line basis over the vesting period of the restricted stock, which is four years. During the six months ended June 30, 2010 and 2009, certain employees of the Company were also granted an aggregate of 37,914 and 53,909 shares of restricted stock, respectively, which, in addition to a service condition, are subject to a performance condition that impacts the number of shares ultimately granted to the employee. The performance condition is based upon the Company’s achievement of the respective year’s FFO per share targets. Upon evaluating the results of the performance condition, the final number of shares is determined and such shares vest based on achievement of the service conditions. The service conditions of the awards provide for 20% vesting on each of the first and second anniversaries of the original grant date and 30% vesting on each of the third and fourth anniversaries of the original grant date provided the grantee continues employment on each anniversary date. Based on our 2009 FFO per diluted share and unit, all of the 2009 restricted stock satisfied the performance condition.

124

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

The expense recorded for the three months ended June 30, 2010 and 2009 related to grants of restricted stock was approximately $0.4 million and $0.3 million, respectively. The expense recorded for the six months ended June 30, 2010 and 2009 related to grants of restricted stock was approximately $0.7 million and $0.5 million, respectively. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of approximately $0.3 million and $0.2 million for the three months ended June 30, 2010 and 2009, respectively, and approximately $0.4 million and $0.3 million for the six months ended June 30, 2010 and 2009, respectively. Unearned compensation representing the unvested portion of the restricted stock totaled $5.5 million and $3.3 million as of June 30, 2010 and December 31, 2009, respectively. We expect to recognize this unearned compensation over the next 3.1 years on a weighted average basis.

10. Derivative Instruments

Currently, we use interest rate caps and swaps to manage our interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.

To comply with the provisions of fair value accounting guidance, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of December 31, 2009, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy.

Cash Flow Hedges of Interest Rate Risk

Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements related to US LIBOR, GBP LIBOR and EURIBOR based mortgage loans. To accomplish this objective, we primarily use interest rate swaps and caps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Under an interest rate cap, if the reference interest rate, such as one-month LIBOR, increases above the cap rate, the holder of the instrument receives a payment based on the notional value of the instrument, the length of the period, and the difference between the current reference rate and the cap rate. If the reference rate increases above the cap rate, the payment received under the interest rate cap will offset the increase in the payments due under the variable rate notes payable.

We record all our interest rate swaps and caps on the condensed consolidated balance sheet at fair value. In determining the fair value of our interest rate swaps and caps, we consider the credit risk of our counterparties. These counterparties are generally larger financial institutions engaged in providing a variety of financial services. These institutions generally face similar risks regarding adverse changes in market and economic conditions, including, but not limited to, fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads. The current and pervasive disruptions in the financial markets have heightened the risks to these institutions.

125

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

Interest rate caps are viewed as a series of call options or caplets which exist for each period the cap agreement is in existence. As each caplet expires, the related cost of the expired caplet is amortized to interest expense with the remaining caplets carried at fair value. The value of interest rate caps is primarily impacted by interest rates, market expectations about interest rates, and the remaining life of the instrument. In general, increases in interest rates, or anticipated increases in interest rates, will increase the value of interest rate caps. As the remaining life of an interest rate cap decreases, the value of the instrument will generally decrease towards zero. The purchase price of an interest rate cap is amortized to interest expense over the contractual life of the instrument. For interest rate caps that are designated as cash flow hedges under accounting guidance as it relates to derivative instruments, the change in the fair value of an effective interest rate cap is recorded to accumulated other comprehensive income in equity. Amounts we are entitled to under interest rate caps, if any, are recognized on an accrual basis, and are recorded to as a reduction against interest expense in the accompanying condensed consolidated statements of operations.

Our agreements with some of our derivative counterparties provide either that (1) we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness or (2) we could be declared in default on our derivative obligations if we default on any of our indebtedness, including a default where repayment of the underlying indebtedness has not been accelerated by the lender.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2010, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The fair value of these derivatives was ($10.2) million and ($7.5) million at June 30, 2010 and December 31, 2009, respectively. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the three and six months ended June 30, 2010 and 2009, there were no ineffective portions to our interest rate swaps.

Amounts reported in accumulated other comprehensive loss related to interest rate swaps will be reclassified to interest expense as interest payments are made on our debt. As of June 30, 2010, we estimate that an additional $5.6 million will be reclassified as an increase to interest expense during the twelve months ending June 30, 2011, when the hedged forecasted transactions impact earnings.

As of June 30, 2010 and December 31, 2009, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands):


Notional Amount										Fair Value at Significant Other Observable Inputs (Level 2)
As of June 30, 2010			As of December 31, 2009			Type of Derivative	Strike Rate	Effective Date	Expiration Date	As of June 30, 2010			As of December 31, 2009
$	18,980	(1)	$	20,831	(1)	Swap	4.944	Jul. 10, 2006	Apr. 10, 2011	$	(589	)	$	(952	)
	64,002	(1)		69,154	(1)	Swap	2.980	April 6, 2009	Nov. 30, 2013		(2,681	)		(299	)
	12,884	(2)		15,208	(2)	Swap	3.981	May 17, 2006	Jul. 18, 2013		(952	)		(889	)
	9,321	(2)		11,003	(2)	Swap	4.070	Jun. 23, 2006	Jul. 18, 2013		(712	)		(675	)
	8,203	(2)		9,682	(2)	Swap	3.989	Jul. 27, 2006	Oct. 18, 2013		(641	)		(579	)
	38,184	(2)		45,067	(2)	Swap	3.776	Dec. 5, 2006	Jan. 18, 2012		(1,567	)		(1,887	)
	32,829	(2)		38,746	(2)	Swap	4.000	Dec. 20, 2006	Jan. 18, 2012		(1,420	)		(1,794	)
	36,714	(2)		42,993	(2)	Swap	2.703	Dec. 3, 2009	Sep. 4, 2014		(1,599	)		(453	)
	17,363			17,737		Cap	4.000	June 24, 2009	June 25, 2012		7			70

	$ 238,480		$	270,421						$	(10,154	)	$	(7,458	)

(1)	Translation to U.S. dollars is based on exchange rate of $1.49 to £1.00 as of June 30, 2010 and $1.61 to £1.00 as of December 31, 2009.

(2)	Translation to U.S. dollars is based on exchange rate of $1.22 to €1.00 as of June 30, 2010 and $1.43 to €1.00 as of December 31, 2009.

We do not have any fair value measurements using significant unobservable inputs (Level 3) as of June 30, 2010 or December 31, 2009.

126

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

11. Fair Value of Instruments

We disclose fair value information about all financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate fair value.

Current accounting guidance requires the Operating Partnership to disclose fair value information about all financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate fair value. The Operating Partnership’s disclosures of estimated fair value of financial instruments at June 30, 2010 and December 31, 2009 were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.

The carrying amounts for cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and other accrued liabilities, security deposits and prepaid rents approximate fair value because of the short-term nature of these instruments. As described in note 10, the interest rate cap and interest rate swaps are recorded at fair value.

We calculate the fair value of our mortgage loans, unsecured senior notes and exchangeable senior debentures based on currently available market rates assuming the loans are outstanding through maturity and considering the collateral and other loan terms, including excess exchange value which exists related to our 2026 Debentures. In determining the current market rate for fixed rate debt, a market spread is added to the quoted yields on federal government treasury securities with similar maturity dates to debt. The carrying value of our revolving credit facility approximates fair value, due to the short-term nature of this instrument along with the variability of interest rates.

As of June 30, 2010 and December 31, 2009, the aggregate estimated fair value and carrying value of our revolving credit facility, mortgage loans, unsecured senior notes, the 2020 Notes and exchangeable senior debentures were as follows (in thousands):


	As of June 30, 2010				As of December 31, 2009
	Estimated Fair Value		Carrying Value		Estimated Fair Value		Carrying Value
Revolving credit facility ⁽¹⁾	$	11,628	$	11,628	$	205,547	$	205,547
Unsecured senior notes ⁽²⁾		212,379		200,000		94,470		83,000
5.875% notes due 2020 ⁽²⁾⁽³⁾		499,415		491,746		—		—
Mortgage loans ⁽²⁾		1,056,857		1,023,255		1,054,293		1,063,663
Exchangeable senior debentures ⁽²⁾⁽³⁾		625,125		398,081		624,618		432,234

	$	2,405,404	$	2,124,710	$	1,978,928	$	1,784,444

(1)	The carrying value of our revolving credit facility approximates estimated fair value, due to the short-term nature of this instrument along with the variability of interest rates.

(2)	Valuations for our unsecured senior notes and mortgage loans are determined based on the expected future payments discounted at risk-adjusted rates. The 2020 Notes and exchangeable senior debentures are valued based on quoted market prices.

(3)	The carrying value of the 2020 Notes is net of discount of $8,254 as of June 30, 2010. The carrying values of our exchangeable senior debentures are net of discount of $3,609 and $6,666 as of June 30, 2010 and December 31, 2009, respectively, related to our 2026 Debentures.

127

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

12. Related Party Transactions

In December 2006, we entered into ten leases with tel(x), pursuant to which tel(x) provides enhanced meet-me-room services to our customers. The initial terms of these leases expire in 2026, and tel(x) has options to extend them through 2046. tel(x) was acquired by GI Partners Fund II, LLP in November 2006. Richard Magnuson, the Company’s Chairman, is also the chief executive officer of the advisor to GI Partners Fund II, LLP. Our consolidated statements of operations include rental revenues of approximately $5.8 million and $5.0 million from tel(x) for the three months ended June 30, 2010 and 2009, respectively, and $10.9 million and $9.2 million for the six months ended June 30, 2010 and 2009, respectively. In connection with the lease agreements, we entered into an operating agreement with tel(x), effective as of December 1, 2006, with respect to joint sales and marketing efforts, designation of representatives to manage the national relationship between us and tel(x) and future meet-me-room facilities. Under the operating agreement, tel(x) has a sixty-day option to enter into a meet-me-room lease for certain future meet-me-room buildings acquired by us or any buildings currently owned by us that are converted into a meet-me-room building. As of June 30, 2010, tel(x) leases 134,970 square feet from us under 28 lease agreements.

We also entered into an agreement with tel(x), effective as of December 1, 2006, with respect to percentage rent arising out of potential future lease agreements for rentable space in buildings covered by the meet-me-room lease agreements. Percentage rent earned during the three and six months ended June 30, 2010 and 2009 amounted to approximately $0.4 million and $0.2 million, respectively.

In addition, in connection with the lease agreements, we entered into a management agreement with tel(x), effective as of December 1, 2007, pursuant to which tel(x) agreed to provide us with certain management services in exchange for a management fee of one percent of rents actually collected by tel(x).

We are party to five leases with SoftLayer Technologies, Inc. (SoftLayer), of which one has commenced during the three months ended June 30, 2010 and the remaining four will commence in future periods. The initial terms of these leases expire from 2013 to 2025, and SoftLayer has options to extend them from 2023 through 2035. On August 3, 2010, GI Partners Fund III, L.P. acquired a controlling interest in SoftLayer. Richard Magnuson, the Company’s Chairman, is also a manager of the general partner to GI Partners Fund III, L.P. Our consolidated statements of operations include rental revenues of approximately $0.4 million from SoftLayer for the three and six months ended June 30, 2010. No rental revenues were earned from SoftLayer for the three and six months ended June 30, 2009.

All expenses of the General Partner relate to the business and operations of the Operating Partnership and are therefore paid directly or reimbursed by the Operating Partnership. The only transactions between the General Partner and the Operating Partnership consist of (i) contributions by the General Partner of consideration received from issuances of its capital stock in consideration of the issuance by the Operating Partnership of common or preferred units to the General Partner, (ii) distributions by the Operating Partnership to the General Partner with respect to outstanding common and preferred units held by the General Partner and (iii) reimbursements of expenses incurred by the General Partner, including legal, accounting and other professional expenses.

13. Commitments and Contingencies

As part of the acquisition of Clonshaugh Industrial Estate, we entered into an agreement with the seller whereby the seller is entitled to receive 40% of the net rental income generated by the existing building, after we have received a 9% return on all capital invested in the property. As of February 6, 2006, the date we acquired this property, we have estimated the present value of these expected payments over the 10 year lease term to be approximately $1.1 million and this value has been recorded as a component of the purchase price. Accounts payable and other liabilities include $1.1 million and $1.3 million for this liability as of June 30, 2010 and December 31, 2009, respectively. During the six months ended June 30, 2010 and 2009, we paid approximately $0.1 million and $0.2 million, respectively, to the seller.

128

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

June 30, 2010 and 2009

(unaudited)

Our properties require periodic investments of capital for tenant-related capital expenditures and for general capital improvements and from time to time in the normal course of our business, we enter into various construction contracts with third parties that may obligate us to make payments. At June 30, 2010, we had open commitments related to construction contracts of approximately $62.4 million.

14. Tenant Leases

Revenues recognized from Savvis Communications comprised approximately 9.7% and 10.0% of total operating revenues for the three months ended June 30, 2010 and 2009, respectively, and 9.4% and 10.2% for the six months ended June 30, 2010 and 2009, respectively. Other than noted here, for the three and six months ended June 30, 2010 and 2009, no single tenant accounted for more than 10% of total operating revenues.

15. Subsequent Events

On July 27, 2010, the General Partner issued 236,444 privately issued shares of its common stock, par value $0.01 per share, to the Operating Partnership, and the Operating Partnership delivered the shares and paid an incentive fee equal to $37,516 and accrued and unpaid interest equal to $138,360 in exchange for $7,500,000 in aggregate principal amount of the 2026 Debentures held by an institutional holder pursuant to an exchange agreement, dated July 27, 2010, by and among the Operating Partnership, the General Partner and such institutional holder.

On July 22, 2010, the General Partner distributed a Notice of Redemption to all holders of record of the General Partner’s outstanding 8.50% Series A Cumulative Redeemable Preferred Stock, or the Series A Preferred Stock, regarding the General Partner’s redemption of all 4,140,000 outstanding shares of the Series A Preferred Stock at a redemption price of $25.31285 per share. The redemption price was equal to the original issuance price of $25.00 per share, plus accrued and unpaid dividends. The redemption date was August 24, 2010. We funded the redemption with borrowings under our revolving credit facility, which the Operating Partnership distributed to the General Partner in connection with the Operating Partnership’s redemption of all 4,140,000 of its outstanding 8.50% Series A Cumulative Redeemable Preferred Units held by the General Partner.

On July 8, 2010, the Operating Partnership issued $375.0 million in aggregate principal amount of notes, maturing on July 15, 2015 with an interest rate of 4.50% per annum. The purchase price paid by the initial purchasers was 99.697% of the principal amount. The 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 the General Partner. Interest on the notes is payable on January 15 and July 15 of each year, beginning on January 15, 2011. The net proceeds from the offering after deducting the original issue discount, underwriting commissions and estimated expenses was approximately $370.6 million. We used the net proceeds from the offering to fund a portion of the purchase price of the Rockwood Capital/365 Main Portfolio.

129

Report of Independent Registered Public Accounting Firm

The Partners

Digital Realty Trust, L.P.:

We have audited the accompanying consolidated balance sheets of Digital Realty Trust, L.P. (the Operating Partnership) and subsidiaries as of December 31, 2009 and 2008, and the related consolidated statements of operations, capital and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2009. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedule III, properties and accumulated depreciation. These consolidated financial statements and financial statement schedule III are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule III based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above presents fairly, in all material respects, the financial position of Digital Realty Trust, L.P. and subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2009, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, properties and accumulated depreciation, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

San Francisco, California

June 25, 2010, except as to

Note 17, which is as of August 4, 2010

130

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in thousands, except unit and per unit data)


	December 31, 2009			December 31, 2008
ASSETS
Investments in real estate:
Properties:
Land	$	382,763		$	316,318
Acquired ground leases		2,767			2,733
Buildings and improvements		2,952,330			2,467,830
Tenant improvements		272,462			255,818

Total investments in properties		3,610,322			3,042,699
Accumulated depreciation and amortization		(459,521	)		(302,960	)

Net investments in properties		3,150,801			2,739,739
Investment in unconsolidated joint venture		6,392			8,481

Net investments in real estate		3,157,193			2,748,220
Cash and cash equivalents		72,320			73,334
Accounts and other receivables, net of allowance for doubtful accounts of $2,691 and $2,109 as of December 31, 2009 and December 31, 2008, respectively		46,086			39,108
Deferred rent		145,550			99,957
Acquired above market leases, net of accumulated amortization of $36,896 and $31,128 as of December 31, 2009 and December 31, 2008, respectively		25,861			31,352
Acquired in place lease value and deferred leasing costs, net of accumulated amortization of $229,852 and $188,348 as of December 31, 2009 and December 31, 2008, respectively		224,216			222,389
Deferred financing costs, net of accumulated amortization of $20,934 and $14,344 as of December 31, 2009 and December 31, 2008, respectively		21,073			16,275
Restricted cash		37,810			45,470
Other assets		14,950			4,940

Total assets	$	3,745,059		$	3,281,045

LIABILITIES AND CAPITAL
Revolving credit facility	$	205,547		$	138,579
Unsecured senior notes		83,000			58,000
Mortgage loans		1,063,663			1,026,594
4.125% exchangeable senior debentures due 2026, net of discount		165,834			161,901
5.50% exchangeable senior debentures due 2029		266,400			—
Accounts payable and other accrued liabilities		151,229			171,176
Accrued distributions		37,004			26,092
Acquired below market leases, net of accumulated amortization of $78,627 and $64,706 as of December 31, 2009 and December 31, 2008, respectively		69,311			76,660
Security deposits and prepaid rents		68,270			46,967

Total liabilities		2,110,258			1,705,969

Commitments and contingencies
Capital:
Partners’ capital:
General partner:
4,140,000 Series A Cumulative Redeemable preferred units issued and outstanding, 2,530,000 Series B Cumulative Redeemable preferred units issued and outstanding, 6,999,955 and 7,000,000 Series C Cumulative Convertible preferred units issued and outstanding, respectively, 13,795,500 and 13,800,000 Series D Cumulative Convertible preferred units issued and outstanding, respectively, all with a $25.00 liquidation preference per preferred unit (liquidation preference of $686,636,375 and $686,750,000 as of December 31, 2009 and December 31, 2008, respectively)		662,338			662,448
76,812,783 and 73,306,703 common units issued and outstanding, respectively		924,604			890,976
Limited partners, 4,360,549 common units, 842,096 profits interest units and 216,452 class C units outstanding as of December 31, 2009 and 4,530,549 common units, 853,107 profits interest units and 435,474 class C units outstanding as of December 31, 2008		60,875			71,041
Accumulated other comprehensive loss		(30,630	)		(53,747	)

Total partners’ capital		1,617,187			1,570,718
Noncontrolling interests in consolidated joint ventures		17,614			4,358

Total capital		1,634,801			1,575,076

Total liabilities and capital	$	3,745,059		$	3,281,045

See accompanying notes to the consolidated financial statements.

131

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except unit and per unit data)


	Year Ended December 31,
	2009			2008			2007
Operating Revenues:
Rental	$	510,772		$	404,559		$	319,603
Tenant reimbursements		125,308			107,503			75,003
Other		1,062			15,383			641

Total operating revenues		637,142			527,445			395,247

Operating Expenses:
Rental property operating and maintenance		176,238			151,147			109,225
Property taxes		36,004			31,102			27,181
Insurance		6,111			4,988			5,527
Depreciation and amortization		198,052			172,378			134,419
General and administrative		42,165			38,391			30,786
Other		783			1,084			431

Total operating expenses		459,353			399,090			307,569

Operating income		177,789			128,355			87,678
Other Income (Expenses):
Equity in earnings of unconsolidated joint venture		2,172			2,369			449
Interest and other income		753			2,106			2,287
Interest expense		(88,442	)		(63,621	)		(67,054	)
Tax expense		(1,038	)		(1,109	)		(814	)
Loss from early extinguishment of debt		—			(182	)		—

Income from continuing operations		91,234			67,918			22,546
Income from discontinued operations before gain on sale of assets		—			—			1,395
Gain on sale of assets		—			—			18,049

Income from discontinued operations		—			—			19,444

Net income		91,234			67,918			41,990
Net income attributable to noncontrolling interests in consolidated joint venture		(140	)		(335	)		—

Net income attributable to Digital Realty Trust, L.P.		91,094			67,583			41,990
Preferred units distributions		(40,404	)		(38,564	)		(19,330	)

Net income available to common unitholders	$	50,690		$	29,019		$	22,660

Net income per unit available to common unitholders:
Basic	$	0.62		$	0.39		$	0.33
Diluted	$	0.61		$	0.38		$	0.32

Weighted average common units outstanding:
Basic		81,715,226			75,160,263			68,754,024
Diluted		82,785,746			76,766,756			70,799,336

See accompanying notes to the consolidated financial statements.

132

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CAPITAL AND COMPREHENSIVE INCOME (LOSS)

(in thousands, except unit data)


	General Partner								Limited Partners					Accumulated Other Comprehensive Income (loss)			Noncontrolling Interests in Consolidated Joint Venture			Total Capital
	Preferred Units				Common Units				Common Units
	Units	Amount			Units	Amount			Units		Amount
Balance as of December 31, 2006	6,670,000	$	159,799		54,257,691	$	559,587		13,655,464		$	141,890		$	4,190			—		$	865,466
Conversion of limited partner common units to general partner common units	—		—		7,042,054		71,152		(7,042,054	)		(71,152	)		—			—			—
Net proceeds from issuance of common units	—		—		4,025,000		150,447		—			—			—			—			150,447
Issuance of series C preferred units, net of offering costs	7,000,000		169,068		—		—		—			—			—			—			169,068
Issuance of common units in connection with the exercise of stock options	—		—		81,495		1,036		—			—			—			—			1,036
Issuance of common units	—		—		—		—		62,384			—			—			—			—
Amortization of unearned compensation regarding share based awards	—		—		—		4,367		—			—			—			—			4,367
Distributions	—		(19,330	)	—		(72,259	)	—			(8,451	)		—			—			(100,040	)
Reallocation of interests	—		—		—		(8,316	)	—			8,316			—			—			—
Contributions from noncontrolling interests in consolidated joint venture	—		—		—		—		—			—			—			4,928			4,928
Net income	—		19,330		—		18,907		—			3,753			—			—			41,990
Other comprehensive income - foreign currency translation adjustments	—		—		—		—		—			—			(129	)		—			(129	)
Other comprehensive income - fair value of interest rate swaps	—		—		—		—		—			—			1,872			—			1,872
Other comprehensive income - reclassification of other comprehensive income to interest expense	—		—		—		—		—			—			(2,575	)		—			(2,575	)

Comprehensive income																					41,158

Balance as of December 31, 2007	13,670,000	$	328,867		65,406,240	$	724,921		6,675,794		$	74,356		$	3,358		$	4,928		$	1,136,430

Conversion of limited partner common units to general partner common units	—		—		1,825,157		20,360		(1,825,157	)		(20,360	)		—			—			—
Issuance of common units in connection with restricted stock, net of forfeitures	—		—		116,603		—		—			—			—			—			—
Net proceeds from issuance of common units	—		—		5,750,000		211,611		—			—			—			—			211,611
Issuance of series D preferred units, net of offering costs	13,800,000		333,581		—		—		—			—			—			—			333,581
Issuance of common units in connection with the exercise of stock options	—		—		208,703		4,205		—			—			—			—			4,205
Issuance of common units	—		—		—		—		968,493			—			—			—			—
Amortization of unearned compensation regarding share based awards	—		—		—		9,805		—			—			—			—			9,805
Distributions	—		(38,564	)	—		(87,447	)	—			(7,775	)		—			—			(133,786	)
Reallocation of interests	—		—		—		(22,491	)	—			22,491			—			—			—
Acquisition of consolidated joint venture noncontrolling interest	—		—		—		—		—			—			—			1,887			1,887
Contributions from noncontrolling interests in consolidated joint venture	—		—		—		—		—			—			—			16,452			16,452
Distributions to noncontrolling interests in consolidated joint venture	—		—		—		—		—			—			—			(8,276	)		(8,276	)
Adjustments due to purchase of noncontrolling interests	—		—		—		3,322		—			—			—			(10,968	)		(7,646	)
Net income	—		38,564		—		26,690		—			2,329			—			335			67,918
Other comprehensive income - foreign currency translation adjustments	—		—		—		—		—			—			(48,391	)		—			(48,391	)
Other comprehensive income - fair value of interest rate swaps	—		—		—		—		—			—			(7,904	)		—			(7,904	)
Other comprehensive income - reclassification of other comprehensive income to interest expense	—		—		—		—		—			—			(810	)		—			(810	)

Comprehensive income																					10,813

Balance as of December 31, 2008	27,470,000	$	662,448		73,306,703	$	890,976		5,819,130		$	71,041		$	(53,747	)	$	4,358		$	1,575,076

133

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CAPITAL AND COMPREHENSIVE INCOME (LOSS) (Continued)

(in thousands, except unit data)


	General Partner									Limited Partners					Accumulated Other Comprehensive Income (loss)			Noncontrolling Interests in Consolidated Joint Venture			Total Capital
	Preferred Units					Common Units				Common Units
	Units		Amount			Units	Amount			Units		Amount
Conversion of limited partner common units to general partner common units	—			—		650,511		7,632		(650,511	)		(7,632	)		—			—			—
Issuance of common units in connection with restricted stock, net of forfeitures	—			—		103,700		—		—			—			—			—			—
Net proceeds from issuance of common units	—			—		2,500,000		82,859		—			—			—			—			82,859
Issuance of common units in connection with the exercise of stock options	—			—		249,167		6,325		—			—			—			—			6,325
Issuance of common units, net of forfeitures	—			—		—		—		250,478			—			—			—			—
Amortization of unearned compensation regarding share based awards	—			—		—		9,829		—			—			—			—			9,829
Conversion of series C and D preferred units	(4,545	)		(110	)	2,702		110		—			—			—			—			—
Distributions	—			(40,404	)	—		(112,266	)	—			(8,430	)		—			—			(161,100	)
Reclassification of vested share based awards	—			—		—		(2,464	)	—			2,464			—			—			—
Contributions from noncontrolling interest in consolidated joint venture	—			—		—		—		—			—			—			33,787			33,787
Adjustments due to purchase of noncontrolling interests in consolidated joint venture	—			—		—		(5,655	)	—			—			—			(20,671	)		(26,326	)
Net income	—			40,404		—		47,258		—			3,432			—			140			91,234
Other comprehensive income - foreign currency translation adjustments	—			—		—		—		—			—			24,476			—			24,476
Other comprehensive income - fair value of interest rate swaps	—			—		—		—		—			—			(5,419	)		—			(5,419	)
Other comprehensive income - reclassification of other comprehensive income to interest expense	—			—		—		—		—			—			4,060			—			4,060

Comprehensive income																						114,351

Balance as of December 31, 2009	27,465,455		$	662,338		76,812,783	$	924,604		5,419,097		$	60,875		$	(30,630	)	$	17,614		$	1,634,801

See accompanying notes to the consolidated financial statements.

134

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)


	Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
Cash flows from operating activities:
Net income	$	91,234		$	67,918		$	41,990
Adjustments to reconcile net income to net cash provided by operating activities:
Gain on sale of assets		—			—			(18,049	)
Equity in earnings of unconsolidated joint venture		(2,172	)		(2,369	)		(449	)
Distributions from unconsolidated joint venture		4,350			3,019			1,383
Write-off of net assets due to early lease terminations		783			1,085			430
Depreciation and amortization of buildings and improvements, tenant improvements and acquired ground leases		156,828			118,364			81,305
Amortization of share-based unearned compensation		9,829			9,805			4,367
Allowance for doubtful accounts		582			(1,058	)		1,135
Amortization of deferred financing costs		7,925			5,579			5,161
Write-off of deferred financing costs, included in net loss on early extinguishment of debt		—			182			—
Amortization of debt discount/premium		3,550			2,435			2,553
Amortization of acquired in place lease value and deferred leasing costs		41,224			54,014			53,493
Amortization of acquired above market leases and acquired below market leases, net		(8,040	)		(9,689	)		(10,412	)
Changes in assets and liabilities:
Restricted cash		7,723			(1,640	)		(12,716	)
Accounts and other receivables		(16,173	)		4,878			5,134
Deferred rent		(45,342	)		(36,006	)		(23,376	)
Deferred leasing costs		(10,606	)		(10,776	)		(14,417	)
Other assets		(4,936	)		4,064			(138	)
Accounts payable and other accrued liabilities		26,229			(8,004	)		(19,129	)
Security deposits and prepaid rents		20,821			16,007			7,390

Net cash provided by operating activities		283,809			217,808			105,655

Cash flows from investing activities:
Acquisitions of properties		(137,996	)		(79,243	)		(359,849	)
Purchase of prepaid ground lease		—			—			(1,192	)
Proceeds from sale of assets, net of sales costs		—			—			78,191
Deposits paid for acquisitions of properties		—			(760	)		(459	)
Receipt of value added tax refund		14,095			20,241			6,800
Refundable value added tax paid		(5,208	)		(20,337	)		(11,059	)
Change in restricted cash		358			(2,340	)		427
Improvements to investments in real estate		(392,386	)		(545,223	)		(265,682	)
Improvement advances to tenants		(2,964	)		(20,182	)		(27,256	)
Collection of advances from tenants for improvements		4,192			21,315			25,836
Return of investment in unconsolidated joint venture		—			—			20,500
Purchase of joint venture partners’ interests		—			(21,222	)		(3,684	)

Net cash used in investing activities		(519,909	)		(647,751	)		(537,427	)

135

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(in thousands)


	Year Ended December 31, 2009			Year Ended December 31, 2008			Year Ended December 31, 2007
Cash flows from financing activities:
General partner contributions	$	89,184		$	549,210		$	320,751
Borrowings on revolving credit facility		574,563			1,142,555			612,472
Repayments on revolving credit facility		(506,732	)		(1,296,610	)		(463,980	)
Borrowings on unsecured senior notes		25,000			58,000			—
Proceeds from mortgage loans		121,994			174,900			121,288
Principal payments on mortgage loans		(163,242	)		(26,719	)		(48,238	)
Proceeds from 5.50% exchangeable senior debentures		266,400			—			—
Change in restricted cash		(421	)		(188	)		(869	)
Payment of loan fees and costs		(12,377	)		(5,423	)		(5,536	)
Capital distributions to noncontrolling interests in consolidated joint venture		—			(11,358	)		—
Capital contributions received from noncontrolling interests in consolidated joint venture		17,231			17,598			2,056
Payment of distributions to preferred unitholders		(40,404	)		(38,564	)		(19,329	)
Payment of distributions to common unitholders		(109,784	)		(91,476	)		(77,752	)
Purchase of noncontrolling interests in consolidated joint venture		(26,326	)		—			—

Net cash provided by financing activities		235,086			471,925			440,863

Net (decrease) increase in cash and cash equivalents		(1,014	)		41,982			9,091
Cash and cash equivalents at beginning of period		73,334			31,352			22,261

Cash and cash equivalents at end of period	$	72,320		$	73,334		$	31,352

Supplemental disclosure of cash flow information:
Cash paid for interest, including amounts capitalized	$	81,820		$	72,339		$	69,028
Cash paid for taxes		785			1,099			604
Supplementary disclosure of noncash investing and financing activities:
Change in net assets related to foreign currency translation adjustments	$	24,476		$	(48,391	)	$	(129	)
Accrual of distributions		37,004			26,092			22,345
(Decrease) increase in accounts payable and other accrued liabilities and other assets, respectively, related to increase in fair value of interest rate swaps		(5,419	)		(7,904	)		1,872
Non-cash allocation of investment in partnership to:
Land		17,632			2,093			6,732
Building		15,924			1,607			6,325
Accounts and other receivables		—			46			38
Other assets		—			10			—
Mortgage loans		(17,000	)		(2,836	)		(5,541	)
Accounts payable and other accrued liabilities		—			—			(998	)
Change to noncontrolling interest in consolidated joint venture		(16,556	)		(920	)		(6,556	)
Accrual for additions to investments in real estate and tenant improvement advances included in accounts payable and accrued expenses		57,292			103,277			97,512
Allocation of purchase price of properties/investment in partnership to:
Investments in real estate		180,110			78,516			329,999
Accounts and other receivables		—			—			3,486
Other assets		2			—			952
Acquired above market leases		100			440			335
Acquired below market leases		(5,859	)		(3,104	)		(22,214	)
Acquired in place lease value and deferred leasing costs		15,712			3,493			50,876
Mortgage loans assumed		(51,985	)		—			—
Accounts payable and other accrued liabilities		—			(38	)		(2,146	)
Security deposits and prepaid rents		(84	)		(64	)		(247	)

Cash paid for acquisition of properties	$	137,996		$	79,243		$	361,041

See accompanying notes to the consolidated financial statements.

136

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Description of Business

Digital Realty Trust, L.P. and its subsidiaries (collectively, we or the Operating Partnership) is engaged in the business of owning, acquiring, developing, redeveloping and managing technology-related real estate. The Operating Partnership is managed by Digital Realty Trust, Inc. (the General Partner), its sole general partner. The Operating Partnership is focused on providing Turn-Key Datacenter^® and Powered Base Building^® datacenter solutions for domestic and international tenants across a variety of industry verticals ranging from information technology and Internet enterprises, to manufacturing and financial services. As of December 31, 2009, our portfolio consisted of 81 properties, excluding one property held as an investment in an unconsolidated joint venture, of which 68 are located throughout North America and 13 are located in Europe. Our properties are diversified in major markets where corporate datacenter and technology tenants are concentrated, including the Chicago, Dallas, Los Angeles, New York/New Jersey, Northern Virginia, Phoenix, San Francisco and Silicon Valley metropolitan areas in the U.S. and the Amsterdam, Dublin, London and Paris markets in Europe. The portfolio consists of Internet gateway and corporate datacenter properties, technology manufacturing properties and regional or national headquarters of technology companies.

The Operating Partnership was formed on July 21, 2004 in anticipation of the General Partner’s initial public offering (IPO) on November 3, 2004 and commenced operations on that date. As of December 31, 2009, the General Partner owns a 93.4% common unit interest and a 100% preferred unit interest in the Operating Partnership. As general partner, it has control over the Operating Partnership. The limited partners of the Operating Partnership do not have rights to replace the general partner nor do they have participating rights, although they do have certain protective rights.

We continue to operate and expand the business of the General Partner’s predecessor (the Predecessor). The Predecessor is not a legal entity; rather it is a combination of certain of the real estate subsidiaries of Global Innovation Partners LLC, or GI Partners, contributed to us in connection with the IPO, along with an allocation of certain assets, liabilities, revenues and expenses of GI Partners related to the real estate owned by such subsidiaries.

Pursuant to a contribution agreement among GI Partners, the owner of the Predecessor, and the Operating Partnership, certain of GI Partners’ properties were contributed to the Operating Partnership in exchange for limited partnership interests (Units) in the Operating Partnership and the assumption of debt and other specified liabilities. Additionally, pursuant to contribution agreements between the Operating Partnership and third parties, which were also executed in July 2004, the Operating Partnership received contributions of interests in certain additional real estate properties in exchange for Units and the assumption of specified liabilities.

The General Partner has operated in a manner that it believes has enabled it to qualify to be treated, as a Real Estate Investment Trust (REIT) under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the Code).

The General Partner and the Operating Partnership (collectively, the Company) are an internally managed REIT with an “UPREIT” structure and, as such, the General Partner does not hold any independent assets or conduct any business operations apart from its investment in the Operating Partnership. There are no management or similar contracts between the Operating Partnership and the General Partner other than the partnership agreement, and the Company operates as a single, internally managed enterprise of which the General Partner is the holding company that manages the Operating Partnership. The General Partner has no source of revenue other than on its equity interests in the Operating Partnership. The accounts of the Operating Partnership are consolidated with those of the General Partner. The same personnel service both the General Partner and the Operating Partnership.

2. Summary of Significant Accounting Policies

(a) Principles of Consolidation and Basis of Presentation

The accompanying consolidated financial statements include all of the accounts of the Operating Partnership and its subsidiaries. Intercompany balances and transactions have been eliminated.

(b) Cash Equivalents

For the purpose of the consolidated statements of cash flows, we consider short-term investments with original maturities of 90 days or less to be cash equivalents. As of December 31, 2009 and 2008, cash equivalents consist of investments in money market instruments.

137

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(c) Investments in Real Estate

Investments in real estate are stated at cost, less accumulated depreciation and amortization. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows:


Acquired ground leases		Terms of the related lease
Buildings and improvements		5-39 years
Tenant improvements		Shorter of the estimated useful lives or the terms of the related leases

Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. Repairs and maintenance are charged to expense as incurred.

(d) Investment in Unconsolidated Joint Venture

The Operating Partnership’s investment in unconsolidated joint venture is accounted for using the equity method, whereby the investment is increased for capital contributed and our share of the joint venture’s net income and decreased by distributions we receive and our share of any losses of the joint venture.

(e) Impairment of Long-Lived Assets

We assess whether there has been impairment in the value of our long-lived assets whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount to the future net cash flows, undiscounted and without interest, expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value, less costs to sell. Management believes no impairment in the net carrying value of the investments in real estate has occurred.

(f) Purchase Accounting for Acquisition of Investments in Real Estate

Purchase accounting is applied to the assets and liabilities related to all real estate investments acquired from third parties. In accordance with current accounting guidance, the fair value of the real estate acquired is allocated to the acquired tangible assets, consisting primarily of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases, value of tenant relationships and acquired ground leases, based in each case on their fair values. Loan premiums, in the case of above market rate loans, or loan discounts, in the case of below market loans, are recorded based on the fair value of any loans assumed in connection with acquiring the real estate.

The fair values of the tangible assets of an acquired property are determined based on comparable land sales for land and replacement costs adjusted for physical and market obsolescence for the improvements. The fair values of the tangible assets of an acquired property are also determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements based on management’s determination of the relative fair values of these assets. Management determines the as-if-vacant fair value of a property using methods similar to those used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. Management also estimates costs to execute similar leases including leasing commissions, legal and other related costs.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease and, for below-market leases, over a period equal to the initial term plus any below market fixed rate renewal

138

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

periods. The leases do not currently include any below market fixed rate renewal periods. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. The capitalized below-market lease values, also referred to as acquired lease obligations, are amortized as an increase to rental income over the initial terms of the respective leases and any below market fixed rate renewal periods.

In addition to the intangible value for above market leases and the intangible negative value for below market leases, there is intangible value related to having tenants leasing space in the purchased property, which is referred to as in-place lease value and tenant relationship value. Such value results primarily from the buyer of a leased property avoiding the costs associated with leasing the property and also avoiding rent losses and unreimbursed operating expenses during the lease up period. The estimated avoided costs and avoided revenue losses are calculated and this aggregate value is allocated between in-place lease value and tenant relationships based on management’s evaluation of the specific characteristics of each tenant’s lease; however, the value of tenant relationships has not been separated from in-place lease value for our real estate because such value and its consequence to amortization expense is immaterial for these particular acquisitions. The value of in-place leases exclusive of the value of above-market in-place leases is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off.

The fair value of intangible assets and liabilities acquired during the years ended December 31, 2009 and 2008 were as follows (in thousands):


	2009			2008
Acquired in place lease value	$	15,712		$	3,493
Acquired above market lease value		100			440
Acquired below market lease value		(5,859	)		(3,104	)

The estimated future amortization of intangible assets and liabilities (assuming no early termination of leases acquired) at December 31, 2009 is as follows (in thousands):


	Acquired in place lease value		Acquired above market lease value		Acquired below market lease value
2010	$	32,987	$	5,365	$	(13,229	)
2011		26,331		4,215		(11,838	)
2012		21,999		3,665		(8,225	)
2013		21,255		3,582		(8,122	)
2014		18,438		3,482		(7,157	)
Thereafter		41,296		5,552		(20,740	)

	$	162,306	$	25,861	$	(69,311	)

On January 1, 2009, we adopted new accounting guidance for the accounting for business combinations. The accounting guidance provides for recognizing and measuring assets acquired and liabilities assumed in an acquisition at fair value. This accounting guidance also requires that transaction costs in an acquisition be expensed as incurred. The guidance applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption did not have a material impact on our consolidated financial statements for the year ended December 31, 2009. In April 2009, the Financial Accounting Standards Board, or FASB, issued revised guidance for recognizing and measuring pre-acquisition contingencies in a business combination. Under the revised guidance, pre-acquisition contingencies are recognized at their acquisition-date fair value if a fair value can be determined during the measurement period. If the acquisition-date fair value cannot be determined during the measurement period, a contingency (best estimate) is to be recognized if it is probable that an asset existed or liability had been incurred at the acquisition date and the amount can be reasonably estimated. The revised guidance does not prescribe specific accounting for subsequent measurement and accounting for contingencies. The revised guidance is effective for contingent assets and contingent liabilities acquired in business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. We expect the revised guidance will have an impact on our consolidated financial statements, but the nature and magnitude of the specific effects will depend upon the nature, term and size of the acquired contingencies.

139

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

(g) Capitalization of costs

We capitalize direct and indirect costs related to construction and development, including property taxes, insurance and financing costs relating to space under development. Interest capitalized during the years ended December 31, 2009 and 2008 was $9.2 million and $18.4 million, respectively. We capitalized amounts relating to compensation expense of employees directly engaged in construction and successful leasing activities of $13.9 million and $10.6 million for the years ended December 31, 2009 and 2008, respectively.

(h) Deferred Leasing Costs

Deferred leasing commissions and other direct and indirect costs associated with the acquisition of tenants are capitalized and amortized on a straight line basis over the terms of the related leases.

(i) Foreign Currency Translation

Assets and liabilities of the subsidiaries outside the United States with non-U.S. dollar functional currencies are translated into U.S. dollars using exchange rates as of the balance sheet dates. Income and expenses are translated using the average exchange rates for the reporting period. Translation adjustments are recorded as a component of accumulated other comprehensive income.

(j) Deferred Financing Costs

Loan fees and costs are capitalized and amortized over the life of the related loans on a straight-line basis, which approximates the effective interest method. Such amortization is included as a component of interest expense.

(k) Restricted Cash

Restricted cash consists of deposits for real estate taxes and insurance and other amounts as required by our loan agreements including funds for leasing costs and improvements related to unoccupied space.

(l) Offering Costs

Underwriting commissions and other offering costs are reflected as a reduction in partners’ capital.

(m) Share Based Compensation

We account for share based compensation using the fair value method of accounting. The estimated fair value of the stock options granted by us is being amortized on a straight-line basis over the vesting period of the stock options. The estimated fair value of the long-term incentive units and Class C Units (discussed in note 9) granted by us is being amortized on a straight-line basis over the expected service period.

(n) Accounting for Derivative Instruments and Hedging Activities

We account for our derivative instruments and hedging activities in accordance with the accounting standard for derivative and hedging activities. The accounting standard requires us to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them in the balance sheet as either an asset or liability. See disclosures below related to our adoption of the accounting standard for fair value measurements and disclosures.

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transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the years ended December 31, 2009, 2008 and 2007, respectively, there were no ineffective portions to our interest rate swaps.

We actively manage our ratio of fixed-to-floating rate debt. To manage our fixed and floating rate debt in a cost-effective manner, we, from time to time, enter into interest rate swap agreements as cash flow hedges, under which we agree to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts.

(o) Assets and Liabilities Measured at Fair Value

On January 1, 2008, we adopted new accounting guidance establishing a framework for measuring fair-value and expanding disclosures regarding fair-value measurements related to financial instruments. The guidance applies to reported balances that are required or permitted to be measured at fair-value under existing accounting pronouncements; accordingly, the guidance does not require any new fair-value measurements of reported balances. On January 1, 2009, we adopted this guidance for non-financial instruments subject to this pronouncement.

Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair-value measurement is based on inputs from different levels of the fair-value hierarchy, the level in the fair-value hierarchy within which the entire fair-value measurement falls is based on the lowest level input that is significant to the fair-value measurement in its entirety. Our assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

(p) Income Taxes

We assess our significant tax positions in accordance with U.S. GAAP for all open tax years and determine whether we have any material unrecognized liabilities from uncertain tax benefits. If a tax position is not considered “more-likely-than-not” to be sustained solely on its technical merits, no benefits of the tax position are to be recognized (for financial statement purposes). As of December 31, 2009, we have no liabilities for uncertain tax positions. We classify interest and penalties on tax liabilities from significant uncertain tax positions as interest expense and operating expense, respectively, in our consolidated statements of operations. For the years ended December 31, 2009, 2008 and 2007, we had no such interest or penalties.

See Note 7 for further discussion on income taxes.

(q) Presentation of Transactional-based Taxes

We account for transactional-based taxes, such as value added tax, or VAT, for our international properties on a net basis.

(r) Revenue Recognition

All leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the terms of the leases. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is included in deferred rent in the accompanying consolidated balance sheets and contractually due but unpaid rents are included in accounts and other receivables.

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Tenant reimbursements for real estate taxes, common area maintenance, and other recoverable costs are recognized in the period that the expenses are incurred. Lease termination fees, which are included in other income in the accompanying statements of operations, are recognized over the new remaining term of the lease, effective as of the date the lease modification is finalized, and assuming collection is probable.

A provision for loss is made if the collection of the receivable balances related to contractual rent, rent recorded on a straight-line basis, tenant reimbursements and lease termination fees are considered to be doubtful.

(s) Asset Retirement Obligations

We record accruals for estimated retirement obligations as required by current accounting guidance. The amount of asset retirement obligations relates primarily to estimated asbestos removal costs at the end of the economic life of properties that were built before 1984. As of December 31, 2009 and 2008, the amount included in accounts payable and other accrued liabilities on our consolidated balance sheets was approximately $1.3 million and $1.5 million, respectively.

(t) Discontinued Operations

Discontinued operations represent a component of an entity that has either been disposed of or is classified as held for sale if both the operations and cash flows of the component have been or will be eliminated from ongoing operations of the entity as a result of the disposal transaction and the entity will not have any significant continuing involvement in the operations of the component after the disposal transaction. Current accounting guidance provides that the assets and liabilities of the component of the entity that has been classified as discontinued operations be presented separately in the entity’s balance sheet. The results of operations of the component of the entity that has been classified as discontinued operations are also reported as discontinued operations for all periods presented. A property is classified as held for sale when certain criteria, as outlined in the current accounting guidance, are met. At such time, depreciation is no longer recognized. Assets held for sale are reported at the lower of their carrying amount or their estimated fair value less the estimated costs to sell the assets. The results of operations of assets held for sale are reported as discontinued operations. As of December 31, 2009 and 2008, no assets were held for sale. During 2007, we sold 100 Technology Center Drive and 4055 Valley View Lane and accounted for these properties as discontinued operations in the accompanying consolidated statements of operations.

(u) Management’s Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made. On an on-going basis, we evaluate our estimates, including those related to acquiring, developing and assessing the carrying values of our real estate properties, accrued liabilities, and performance-based equity compensation plans. We base our estimates on historical experience, current market conditions, and various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could vary under different assumptions or conditions.

(v) Other Newly Adopted Significant Accounting Policies

On January 1, 2009, we adopted new accounting guidance, which requires the issuer of certain convertible debt instruments that may be settled in cash (or other assets) on conversion to separately account for the liability (debt) and equity (conversion option) components of the instrument in a manner that reflects the issuer’s nonconvertible debt borrowing rate. The equity component of the convertible debt is included in partners’ capital and the value of the equity component is treated as original issue discount for purposes of accounting for the debt component of the debt security. The resulting debt discount will be accreted as additional interest expense over the non-cancellable term of the instrument. Retrospective application was required and has been reflected in all periods presented herein.

Our 2026 Debentures were impacted by the new accounting guidance. To adopt the new accounting guidance, effective January 1, 2009, the Operating Partnership estimated the fair value, as of the date of issuance, of its exchangeable senior debentures as if the instrument was issued without the exchange option. The difference between the fair value and the principal amount of the debt

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instrument was $18.9 million. This amount was retrospectively recorded as a debt discount and as a component of equity as of the issuance date in August 2006. The discount is being amortized over the expected five-year life of the debentures resulting in non-cash increase to interest expense in historical and future periods.

On January 1, 2009, we adopted new accounting guidance which clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as a separate component of equity in the consolidated financial statements. The new guidance also requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest and requires disclosure, on the face of the consolidated statement of income, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. In addition, it establishes a single method of accounting for changes in a parent’s ownership interest in a subsidiary that does not result in deconsolidation and requires that a parent recognize a gain or loss in net income when a subsidiary is deconsolidated. As a result of the issuance of the new guidance, if noncontrolling interests are determined to be redeemable, they are to be carried at their redemption value as of the balance sheet date and reported as temporary equity. The new guidance on noncontrolling interests was required to be applied prospectively after adoption, with the exception of the presentation and disclosure requirements, which were applied retrospectively for all periods presented. As a result, we classified noncontrolling interests to permanent equity in the accompanying consolidated balance sheets for all periods presented. In subsequent periods, the Operating Partnership will periodically evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling interest as permanent equity in the consolidated balance sheets. Any noncontrolling interest that fails to qualify as permanent equity will be reclassified as temporary equity and adjusted to the greater of (a) the carrying amount, or (b) its redemption value as of the end of the period in which the determination is made.

In June 2009, the FASB issued the FASB Accounting Standards Codification (Codification) which identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of its financial statements that are presented in conformity with GAAP. Effective September 30, 2009, we have adopted the Codification, which did not have a material impact on our consolidated financial statements.

(w) Segment Information

All of our properties generate similar revenues and expenses related to tenant rent and reimbursements and operating expenses. The delivery of our products is consistent across all properties and although services are provided to a wide range of customers, the types of services provided to them are limited to a few core principles. As such, the properties in our portfolio have similar economic characteristics and the nature of the products, services provided to its customers and the method to distribute such services are consistent throughout the portfolio. Consequently, our properties qualify for aggregation into one reporting segment.

3. Investment in Real Estate


	As of December 31, 2009
Property Type	Land		Ground Lease		Building and Improvements⁽¹⁾		Tenant Improvements		Accumulated Depreciation and Amortization			Net Investment in Properties
Internet Gateway Datacenters	$	84,603	$	—	$	1,007,658	$	81,981	$	(188,880	)	$	985,362
Corporate Datacenters		245,753		1,290		1,786,799		176,575		(241,818	)		1,968,599
Technology Manufacturing		24,811		1,477		70,166		5,938		(16,097	)		86,295
Technology Office		25,431		—		58,156		7,968		(12,214	)		79,341
Other		2,165		—		29,551		—		(512	)		31,204

	$	382,763	$	2,767	$	2,952,330	$	272,462	$	(459,521	)	$	3,150,801

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	As of December 31, 2008
Property Type	Land		Ground Lease		Building and Improvements⁽¹⁾		Tenant Improvements		Accumulated Depreciation and Amortization			Net Investment in Properties
Internet Gateway Datacenters	$	84,663	$	—	$	876,148	$	78,525	$	(130,737	)	$	908,599
Corporate Datacenters		186,388		1,256		1,429,808		163,387		(148,688	)		1,632,151
Technology Manufacturing		24,401		1,477		67,670		5,938		(13,599	)		85,887
Technology Office		18,701		—		51,183		7,968		(9,480	)		68,372
Other		2,165		—		43,021		—		(456	)		44,730

	$	316,318	$	2,733	$	2,467,830	$	255,818	$	(302,960	)	$	2,739,739

(1)

Balances related to construction in progress, without the proportionate acquisition cost of land and property, the construction cost amounted to $82.4 million, or $113.3 million including construction accruals and other capitalized costs, and $164.9 million, or $244.5 million including construction accruals and other capitalized costs, as of December 31, 2009 and 2008, respectively. Including the proportionate acquisition cost of land and property, the amounts are $156.5 million, or $187.5 million including construction accruals and other capitalized costs, and $327.7 million, or $407.4 million including construction accruals and other capitalized costs, as of December 31, 2009 and 2008, respectively. These amounts, without the proportionate acquisition cost of land and property, included within building and improvements, are primarily related to construction on datacenters.

We made the following acquisitions of real estate properties during the years ended December 31, 2009 and 2008:


Location	Metropolitan Area	Date Acquired	Amount (in millions)
Loudoun Exchange II⁽¹⁾	Northern Virginia	May 15, 2009		20.3
Digital Realty Trust Datacenter Park—Dallas⁽²⁾	Dallas	September 11, 2009		33.6
444 Toyama Drive	Silicon Valley	September 25, 2009		17.5
1350 Duane Avenue/3080 Raymond Street⁽³⁾	Silicon Valley	October 30, 2009		90.5
Nokes Boulevard / Beaumeade Circle⁽⁴⁾	Northern Virginia	December 17, 2009		63.3

Total Acquisitions—Year Ended December 31, 2009			$	225.2

365 South Randolphville Road	New York	February 14, 2008	$	20.2
701 & 717 Leonard Street⁽⁵⁾	Dallas	May 13, 2008		12.0
650 Randolph Road	New York	June 13, 2008		10.7
Manchester Technopark Plot C1, Birley Fields	Manchester	June 20, 2008		23.3
1201 Comstock Street⁽⁶⁾	Silicon Valley	June 30, 2008		1.9
7505 Mason King Court	Northern Virginia	November 20, 2008		10.5

Total Acquisitions—Year Ended December 31, 2008			$	78.6

(1)	Represents vacant land which is not included in our operating property count.

(2)

In September 2009, we made an initial cash contribution of $1.9 million to a joint venture formed to own and redevelop Digital Realty Trust Datacenter Park – Dallas. The other member contributed seven vacant buildings with an estimated market value of $33.6 million and a third-party non-recourse loan secured by these properties of $17.0 million. We are committed to make an additional $22.9 million of capital contributions needed to fund the redevelopment project. We have determined that the joint venture is a variable interest entity and we are the primary beneficiary. As a result, we have consolidated the joint venture and presented the member interests not owned by us of $16.6 million as noncontrolling interests in consolidated joint venture. For operating property count purposes, we consider this to be one property.

(3)	Includes the assumption of a $52.8 million loan.

(4)	A two-property data center portfolio consisting of four buildings located at 21561 and 21571 Beaumeade Circle in Ashburn, Virginia and 45901 and 45905 Nokes Boulevard in Sterling, Virginia, as well as certain vacant real property located at 21551 Beaumeade Circle in Ashburn, Virginia.

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(5)	Acquisition of a parking garage adjacent to one of our properties in Dallas, Texas. The parking garage is not included in our property count.

(6)

Represents the amount to acquire a 50% interest in a joint venture that owns this above building. Since we control the joint venture, we have consolidated the joint venture in the accompanying consolidated financial statements. Upon consolidation, we included total assets of $3.8 million and noncontrolling interests of $1.9 million.

We acquired the following real estate properties subsequent to the year ended December 31, 2009:


Location	Metropolitan Area	Date Acquired	Amount (in millions)
New England Portfolio⁽¹⁾	Various⁽¹⁾	January 22, 2010	$	375.0

(1)

The New England Portfolio consists of 55 Middlesex Turnpike, Bedford, Massachusetts and a 100% condominium interest that represents 87.5% of the square footage of 128 First Avenue, Needham, Massachusetts, both located in the Boston metropolitan area, as well as 60-80 Merritt Boulevard, Trumbull, Connecticut, located in the New York Metro area. The New England Portfolio is considered three properties for our property count.

The properties’ aggregate acquisition amounts were allocated as follows: $21.2 million to land, $323.0 million to buildings and improvements, $2.2 million to tenant improvements, $55.0 million to identified intangible assets and $26.4 million to identified intangible liabilities. There was no contingent consideration associated with the acquisition. The operating revenues and operating income of the combined entity had the acquisition date been January 1, 2008 are:


	Operating Revenues	Operating Income
	(in millions)
Supplemental pro forma January 1, 2009 through December 31, 2009 ⁽¹⁾	702.4	198.8
Supplemental pro forma January 1, 2008 through December 31, 2008 ⁽¹⁾	591.8	148.4

(1)	These unaudited pro forma results do not purport to be indicative of what operating results would have been had the acquisitions occurred on January 1, 2008 and may not be indicative of future operating results.

4. Investment in Unconsolidated Joint Venture

As of December 31, 2009, the investment in unconsolidated joint venture consists of an effective 50% interest in a joint venture that owns a datacenter property in Seattle, Washington. Cash distributions from the joint venture are allocated pro rata among the partners based on the respective ownership interests. Following is the condensed balance sheet information for the joint venture as of December 31, 2009 and 2008 (in thousands):


	December 31,
	2009			2008
Assets
Investments in real estate, net	$	36,409		$	38,824
Other assets		8,877			6,199

Total assets	$	45,286		$	45,023

Liabilities and Equity
Mortgage loans	$	110,000		$	110,000
Other liabilities		7,118			6,947
Our equity		(35,696	)		(35,275	)
Other equity		(36,136	)		(36,649	)

Total liabilities and equity	$	45,286		$	45,023

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Our investment in unconsolidated joint venture included in our consolidated balance sheet exceeds our equity presented in the joint venture’s balance sheet since our purchase accounting adjustments are not pushed down to the joint venture. The difference between our investment in unconsolidated joint venture and the owners’ equity account in the joint venture is principally due to the purchase accounting adjustments of $42.1 million not pushed down to the joint venture.

Following is the condensed statement of operations information for the joint venture for the years ended December 31, 2009, 2008 and 2007 (in thousands):


	Year Ended December 31,
	2009			2008			2007
Statements of Operations:
Revenues	$	28,841		$	23,950		$	20,396
Operating expenses		(8,700	)		(8,124	)		(7,039	)

Net operating income		20,141			15,826			13,357
Interest and other income		11			142			418
Interest expense		(7,082	)		(6,846	)		(4,786	)
Other expense		(76	)		—			—
Loss from early extinguishment of debt		—			—			(4,346	)
Depreciation and amortization		(6,301	)		(5,405	)		(3,802	)

Net income	$	6,693		$	3,717		$	841

Add: Historical depreciation and amortization		6,301			5,405			3,802
Net income before purchase accounting adjustments	$	12,994		$	9,122		$	4,643
Company share of historical net income		6,497			4,561			2,275
Debt premium writeoff related to loss from early extinguishment of debt		—			—			1,544
Purchase accounting adjustments		(4,325	)		(2,192	)		(3,370	)

Equity in earnings of unconsolidated joint venture	$	2,172		$	2,369		$	449

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5. Debt

A summary of outstanding indebtedness as of December 31, 2009 and 2008 is as follows (in thousands):


Properties	Interest Rate at December 31, 2009		Maturity Date		Principal Outstanding December 31, 2009			Principal Outstanding December 31, 2008
Mortgage loans:
Secured Term Debt ⁽¹⁾⁽²⁾	5.65	%	Nov. 11, 2014		$	144,078		$	146,486
350 East Cermak Road⁽²⁾	1-month LIBOR + 2.20	%⁽³⁾⁽⁷⁾	Jun. 9, 2009			—			96,573
3 Corporate Place⁽²⁾	6.72	%	Aug. 1, 2011	⁽⁴⁾		80,000			80,000
200 Paul Avenue 1-4⁽²⁾	5.74	%	Oct. 8, 2015			77,803			79,336
2045 & 2055 LaFayette Street ⁽²⁾	5.93	%	Feb. 6, 2017			67,271			68,000
Mundells Roundabout	3-month GBP LIBOR + 1.20	%⁽⁷⁾	Nov. 30, 2013			69,154	⁽⁹⁾		—
600 West Seventh Street	5.80	%	Mar. 15, 2016			55,524			56,814
2323 Bryan Street⁽²⁾	6.04	%	Nov. 6, 2009			—	⁽⁵⁾		55,048
34551 Ardenwood Boulevard 1-4⁽²⁾	5.95	%	Nov. 11, 2016			54,945			55,000
1100 Space Park Drive⁽²⁾	5.89	%	Dec. 11, 2016			54,944			55,000
1350 Duane Avenue/3080 Raymond Street	5.42	%	Oct. 1, 2012			52,800			—
150 South First Street⁽²⁾	6.30	%	Feb. 6, 2017			52,760			53,288
114 Rue Ambroise Croizat⁽⁶⁾	3-month EURIBOR + 1.35	%⁽⁷⁾	Jan. 18, 2012			45,067	⁽⁸⁾		44,564	⁽⁸⁾
Clonshaugh Industrial Estate II	3-month EURIBOR + 4.50	%	Sep. 4, 2014			42,993	⁽⁸⁾		—
1500 Space Park Drive⁽²⁾	6.15	%	Oct. 5, 2013			41,883			43,708
2334 Lundy Place⁽²⁾	5.96	%	Nov. 11, 2016			39,960			40,000
Unit 9, Blanchardstown Corporate Park ⁽⁶⁾	3-month EURIBOR + 1.35	%⁽⁷⁾	Jan. 18, 2012			38,746	⁽⁸⁾		38,315	⁽⁸⁾
Cressex 1⁽¹⁰⁾	5.68	%	Oct. 16, 2014			29,486	⁽⁹⁾		—
6 Braham Street	3-month GBP LIBOR + 0.90	%⁽⁷⁾	Apr. 10, 2011			20,831	⁽⁹⁾		19,239	⁽⁹⁾
1201 Comstock Street	1-month LIBOR + 3.50	%⁽⁷⁾	Jun. 24, 2012	⁽⁴⁾		17,737			—
Datacenter Park—Dallas	5.00	%	Sep. 15, 2010	⁽⁴⁾		17,000			—
Paul van Vlissingenstraat 16	3-month EURIBOR + 1.60	%⁽⁷⁾	Jul. 18, 2013			15,208	⁽⁸⁾		15,041	⁽⁸⁾
Chemin de l’Epinglier 2	3-month EURIBOR + 1.50	%⁽⁷⁾	Jul. 18, 2013			11,046	⁽⁸⁾		10,923	⁽⁸⁾
Gyroscoopweg 2E-2F⁽¹¹⁾	3-month EURIBOR + 1.50	%⁽⁷⁾	Oct. 18, 2013			9,682	⁽⁸⁾		9,575	⁽⁸⁾
1125 Energy Park Drive	7.62	% ⁽¹²⁾	Mar. 1, 2032			9,203			9,335
Manchester Technopark⁽¹⁰⁾	5.68	%	Oct. 16, 2014			8,970	⁽⁹⁾		—
731 East Trade Street	8.22	%	Jul. 1, 2020			5,315			5,520

						1,062,406			981,765
Revolving credit facility	Various	⁽¹²⁾	Aug. 31, 2010	^(4)(13)		205,547	⁽¹⁴⁾		138,579	⁽¹⁴⁾
Unsecured senior notes—Series A	7.00	%	Jul. 24, 2011			25,000			25,000
Unsecured senior notes—Series B	9.32	%	Nov. 5, 2013			33,000			33,000
Unsecured senior notes—Series C	9.68	%	Jan. 6, 2016			25,000			—
4.125% exchangeable senior debentures due 2026	4.125	%	Aug. 15, 2026	⁽¹⁵⁾		172,500			172,500
5.50% exchangeable senior debentures due 2029	5.50	%	Apr. 15, 2029	⁽¹⁶⁾		266,400			—
Mundells Roundabout construction loan	1-month GBP LIBOR + 1.75	%	Nov. 30, 2013			—			42,374	⁽⁹⁾

Total principal outstanding						1,789,853			1,393,218
Unamortized discount on 4.125% exchangeable senior debentures due 2026						(6,666	)		(10,599	)
Unamortized premium—1125 Energy Park Drive, 731 East Trade Street, 1500 Space Park Drive and 1350 Duane Avenue/3080 Raymond Street mortgages						1,257			2,455

Total indebtedness					$	1,784,444		$	1,385,074

(1)	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.

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

(3)

This is the weighted average interest rate as of December 31, 2008. The first note, in a principal amount of $77.3 million, bears interest at a rate of 1-month LIBOR + 1.375% per annum and the second note, in a principal amount of $19.3 million, bears interest at a rate of 1-month LIBOR + 5.5% per annum. These notes were repaid in full in March 2009.

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(4)	Two one-year extensions are available, which we may exercise if certain conditions are met except for 1201 Comstock Street, which has a one-year extension available.

(5)	This mortgage loan was repaid in full in August 2009.

(6)	These loans are also secured by a €4.0 million letter of credit. These loans are cross-collateralized by the two properties.

(7)	We have entered into interest rate swap or interest rate cap agreements as a cash flow hedge for interest generated by these US LIBOR, EURIBOR and GBP LIBOR based loans. See note 9 for further information.

(8)	Based on exchange rate of $1.43 to €1.00 as of December 31, 2009 and $1.40 to €1.00 as of December 31, 2008.

(9)	Based on exchange rate of $1.61 to £1.00 as of December 31, 2009 and $1.46 to £1.00 as of December 31, 2008.

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

(11)	This loan is also secured by a €1.3 million letter of credit.

(12)	If the loan is not repaid by March 1, 2012, the interest rate increases to the greater of 9.62% or the then treasury rate plus 2%.

(13)

(14)	Balances as of December 31, 2009 and 2008 are as follows (balances, in thousands):


Denomination of Draw	Balance as of December 31, 2009			Weighted-average interest rate		Balance as of December 31, 2008			Weighted-average interest rate
US ($)	$	195,500		1.34	%	$	92,000		1.79	%
Euro (€)		10,047	^(a)	1.58	%		8,701	^(a)	4.05	%
British Sterling (£)		—		—			37,878	^(b)	3.55	%

Total	$	205,547		1.35	%	$	138,579		2.41	%

(a)

Based on exchange rate of $1.43 to €1.00 as of December 31, 2009 and $1.40 to €1.00 as of December 31, 2008.

(b)

Based on exchange rate of $1.61 to £1.00 as of December 31, 2009 and $1.46 to £1.00 as of December 31, 2008.

(15)

(16)

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.

Net loss from early extinguishment of debt related to prepayment costs and unamortized deferred financing costs written off when we prepaid the related loans or terminated the related loan facility. In 2008, we terminated the construction facility related to 3 Corporate Place.

As of December 31, 2009, principal payments due for our borrowings are as follows (in thousands):


2010	$	236,875
2011		312,766
2012		163,770
2013		183,619
2014		487,247
Thereafter		405,576

Total	$	1,789,853

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As of December 31, 2009, our revolving credit facility had a total capacity of $750.0 million and matures in August 2010, subject to two one-year extension options exercisable by us. The bank group is obligated to grant extension options provided we give proper notice, we make certain representations and warranties and no default exists under the revolving credit facility. As of December 31, 2009, borrowings under the revolving credit facility bore interest at a blended rate of 1.34% (US Dollar), and 1.58% (Euro), which are based on 1-month US LIBOR and 1-month EURIBOR, respectively, plus a margin of 1.10%. The margin can range from 1.10% to 2.00%, depending on our Operating Partnership’s total overall leverage. The revolving credit facility has a $515.0 million sub-facility for multicurrency advances in British Pound, Canadian Dollars, Euros, and Swiss Francs. We intend to use available borrowings under the revolving credit facility to, among other things, finance the acquisition of additional properties, fund tenant improvements and capital expenditures, fund development and redevelopment activities and to provide for working capital and other corporate purposes. As of December 31, 2009, approximately $205.5 million was drawn under this facility, and $22.6 million of letters of credit were issued.

The 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 as well as a pool of unencumbered assets. In addition, except to enable the General Partner to maintain its status as a REIT for federal income tax purposes, the General Partner is not permitted during any four consecutive fiscal quarters to make distributions with respect to common stock or other equity interests in an aggregate amount in excess of 95% of Funds From Operations, as defined, for such period, subject to certain other adjustments. As of December 31, 2009, the Company was in compliance with all of such covenants.

Some of our mortgage loans are subject to prepayment lock-out periods. The terms of the following mortgage loans contain prepayment lock-out periods through the dates listed below:


Loan		Date
200 Paul Avenue 1-4		November 2010
1125 Energy Park Drive		December 2011

4.125% Exchangeable Senior Debentures due 2026

On August 15, 2006, the Operating Partnership issued $172.5 million of its 4.125% exchangeable senior debentures due August 15, 2026 (the 2026 Debentures). Costs incurred to issue the 2026 Debentures were approximately $5.4 million, net of the amount allocated to the equity component of the debentures. These costs are being amortized over a period of five years, which represents the estimated term of the 2026 Debentures, and are included in deferred financing costs, net in the consolidated balance sheet. The 2026 Debentures are general unsecured senior obligations of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership.

Interest is payable on August 15 and February 15 of each year beginning February 15, 2007 until the maturity date of August 15, 2026. The 2026 Debentures bear interest at 4.125% per annum and contain an exchange settlement feature, which provides that the 2026 Debentures may, under certain circumstances, be exchangeable for cash (up to the principal amount of the 2026 Debentures) and, with respect to any excess exchange value, into cash, shares of the General Partner’s common stock or a combination of cash and shares of the General Partner’s common stock at an exchange rate that was initially 30.6828 shares per $1,000 principal amount of 2026 Debentures. The exchange rate on the 2026 Debentures is subject to adjustment for certain events, including, but not limited to, certain dividends on the General Partner’s common stock in excess of $0.265 per share per quarter (the “reference dividend”). Effective March 11, 2010, the exchange rate has been adjusted to 31.411 shares per $1,000 principal amount of 2026 Debentures as a result of the aggregate dividends in excess of the reference dividend that the General Partner declared and paid on the its common stock beginning with the quarter ended December 31, 2006 and through the quarter ended March 31, 2010.

Prior to August 18, 2011, the Operating Partnership may not redeem the 2026 Debentures except to preserve the Company’s status as a REIT for U.S. federal income tax purposes. On or after August 18, 2011, at the Operating Partnership’s option, the 2026 Debentures are redeemable in cash in whole or in part at 100% of the principal amount plus unpaid interest, if any, accrued to, but excluding, the redemption date, upon at least 30 days’ but not more than 60 days’ prior written notice to holders of the 2026 Debentures.

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The holders of the 2026 Debentures have the right to require the Operating Partnership to repurchase the 2026 Debentures in cash in whole or in part on each of August 15, 2011, August 15, 2016 and August 15, 2021, and in the event of a designated event, for a repurchase price equal to 100% of the principal amount of the 2026 Debentures plus unpaid interest, if any, accrued to, but excluding, the repurchase date. Designated events include certain merger or combination transactions, non-affiliates becoming the beneficial owner of more than 50% of the total voting power of the General Partner’s capital stock, a substantial turnover of the General Partner’s directors within a 12- month period and the General Partner’s ceasing to be the general partner of the Operating Partnership. Certain events are considered “Events of Default,” which may result in the accelerated maturity of the 2026 Debentures, including a default for 30 days in payment of any installment of interest under the 2026 Debentures, a default in the payment of the principal amount or any repurchase price or redemption price due with respect to the 2026 Debentures and the Operating Partnership’s failure to deliver cash or any shares of the General Partner’s common stock within 15 days after the due date upon an exchange of the 2026 Debentures, together with any cash due in lieu of fractional shares of the General Partner’s common stock.


	4.125% Exchangeable Senior Debentures due 2026
($ and shares in thousands, except exchange price)	December 31, 2009			December 31, 2008
Carrying amount of the capital component	$	18,280		$	18,280
Principal amount of the liability component	$	172,500		$	172,500
Unamortized discount of the liability component	$	6,666		$	10,599
Net carrying amount of the liability component	$	165,834		$	161,901
Remaining amortization period of discount		19 months				^(a )
Exchange price	$	32.22				^(a )
Number of shares to be issued upon exchange^(b)		1,923				^(a )
The amount by which the if-exchanged value exceeds the principal amount^(b)	$	96,693				^(a )
Effective interest rate on liability component		6.75	%			^(a )
Non-cash interest cost recognized for the year ended	$	3,933				^(a )
Coupon rate interest cost recognized for the year ended	$	7,116				^(a )

(a)	Data not required by accounting guidance on convertible debt instruments that requires the principal amount to be settled in cash upon conversion.

(b)

In accordance with accounting guidance on convertible debt instruments that requires the principal amount to be settled in cash upon conversion, we are required to disclose the exchange price and the number of common units on which the aggregate consideration to be delivered upon exchange is determined (principal plus excess value). The Operating Partnership’s exchangeable senior debentures require the entire principal amount to be settled in cash, and at our option, any excess value above the principal amount may be settled in cash or the General Partner’s common shares (an equal amount of common units would be issued by the Operating Partnership). Based on the December 31, 2009 closing share price of the General Partner’s common shares and the conversion price in the table above, the excess value was approximately $96.7 million; accordingly, approximately 1.9 million common shares would be issued by the General Partner if these Debentures were settled on this date and the Operating Partnership elected to settle the excess value in shares of the General Partner’s common stock.

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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 are being amortized over a period of five years, which represents the estimated term of the 2029 Debentures, and are included in deferred financing costs, net in the consolidated balance sheet. The 2029 Debentures are general unsecured senior obligations of the Operating Partnership and rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership.

The General Partner has entered into a registration rights agreement whereby it must register the shares of common stock that could be issued in the future upon exchange of the 2029 Debentures. The General Partner filed the shelf registration statement with the U.S. Securities and Exchange Commission in December 2009.

Guarantee of Debt

The General Partner has guaranteed some of the Operating Partnership’s debt. The General Partner guarantees the Operating Partnership’s obligations with respect to the 2026 Debentures, the 2029 Debentures, its 5.875% Notes due 2020 and its unsecured senior notes sold to Prudential Investment Management, Inc. and certain of its affiliates pursuant to the Prudential shelf facility. The General Partner is also the guarantor of the Operating Partnership’s obligations under its revolving credit facility and guarantees the Operating Partnership’s obligations with respect to some mortgage debt.

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6. Income per Unit

The following is a summary of the elements used in calculating basic and diluted income per unit (in thousands, except unit and per unit amounts):


	Year Ended December 31,
	2009			2008			2007
Income from continuing operations	$	91,234		$	67,918		$	22,546
Income from continuing operations attributable to noncontrolling interests		(140	)		(335	)		—
Preferred unit distributions		(40,404	)		(38,564	)		(19,330	)

Income from continuing operations available to common unitholders		50,690			29,019			3,216
Income from discontinued operations		—			—			19,444

Net income available to common unitholders	$	50,690		$	29,019		$	22,660

Weighted average common units outstanding—basic		81,715,226			75,160,263			68,754,024
Potentially dilutive common units:
Stock options		138,944			219,993			317,354
Class C Units (2005 Grant)		—			673,192			903,482
Excess exchange value of 2026 Debentures		931,576			713,308			824,476

Weighted average common units outstanding—diluted		82,785,746			76,766,756			70,799,336

Income per unit - basic:
Income per unit from continuing operations available to common unitholders	$	0.62		$	0.39		$	0.05
Income per unit from discontinued operations		—			—			0.28

Net income per unit available to common unitholders	$	0.62		$	0.39		$	0.33

Income per unit - diluted:
Income per unit from continuing operations available to common unitholders	$	0.61		$	0.38		$	0.05
Income per unit from discontinued operations		—			—			0.27

Net income per unit available to common unitholders	$	0.61		$	0.38		$	0.32

On or after July 15, 2026, the 2026 Debentures may be exchanged at the then applicable exchange rate for cash (up to the principal amount of the Debentures) and, with respect to any excess exchange value, into cash, shares of the General Partner’s common stock or a combination of cash and shares of the General Partner’s common stock at an initial exchange rate of 30.6828 shares per $1,000 principal amount of 2026 Debentures. The 2026 Debentures are also exchangeable prior to July 15, 2026, but only upon the occurrence of certain specified events. For the year ended December 31, 2009, the weighted average common stock price exceeded the current strike price of $32.22 per share and for the years ended December 31, 2008 and 2007, the weighted average common stock price exceeded the strike price of $32.59 per share. Therefore, using the treasury method, 931,576 and 713,308 and 824,476 shares of common stock contingently issuable upon settlement of the excess exchange value were included as potentially dilutive common shares in determining diluted earnings per share for the years ended December 31, 2009, 2008 and 2007, respectively.

We have excluded the following potentially dilutive securities in the calculations above as they would be antidilutive or not dilutive:


	Year Ended December 31,
	2009	2008	2007
Potentially dilutive outstanding stock options	389,016	554,294	616,168
Potentially dilutive 2029 Debentures	4,345,228	—	—
Potentially dilutive outstanding Class C Units (2007 Grant)	685,036	750,724	750,724
Potentially dilutive Series C Cumulative Convertible Preferred Units	3,617,214	3,614,800	3,614,800
Potentially dilutive Series D Cumulative Convertible Preferred Units	8,215,220	7,429,882	—

	17,251,714	12,349,700	4,981,692

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

7. Income Taxes

As a partnership, we are not required to pay federal income tax. Instead, our taxable income is allocated to our partners, who include such amounts on their federal income tax returns. As such, no provision for federal income taxes has been included in the accompanying consolidated financial statements for the years ended December 31, 2009, 2008 and 2007.

We are subject to local, state and foreign taxes in certain jurisdictions where we operate. Income taxes for these jurisdictions are accrued, as necessary, for the years ended December 31, 2009, 2008 and 2007 and is included in the tax expense in the accompanying consolidated statement of operations.

Our General Partner and certain of our consolidated subsidiaries have elected to treat such subsidiaries as taxable REIT subsidiaries (TRSs) of the General Partner for federal income tax purposes. In general, a TRS may provide both customary and non-customary services to tenants of its parent REIT, and may hold assets that a REIT may not otherwise hold directly. A TRS is subject to federal income tax as a regular C corporation. Income taxes for TRS entities are accrued, as necessary, for the year ended December 31, 2009 and 2008. No tax provision is provided for the year ended December 31, 2007 due to taxable losses incurred.

8. Partners’ Capital

(a) Redeemable Preferred Units

8.50% Series A Cumulative Redeemable Preferred Units

The Operating Partnership currently has outstanding 4,140,000 of its 8.50% series A cumulative redeemable preferred units, or the series A preferred units, to the General Partner in conjunction with the General Partner’s issuance of an equivalent number of shares of its 8.50% series A cumulative preferred stock, or the series A preferred stock. Distributions are cumulative on the series A preferred units from the date of original issuance in the amount of $2.125 per unit each year, which is equivalent to 8.50% of the $25.00 liquidation preference per unit. Distributions on the series A preferred units are payable quarterly in arrears. The series A preferred units do not have a stated maturity date and are not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, the series A preferred units will rank senior to the common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series B preferred units, series C preferred units and series D preferred units. The Operating Partnership is required to redeem the series A preferred units in the event that the General Partner redeems the series A preferred stock. The General Partner is not allowed to redeem the series A preferred stock before February 9, 2010, except in limited circumstances to preserve the General Partner’s status as a REIT. On or after February 9, 2010, the General Partner may, at its option, redeem the series A preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per unit, plus all accrued and unpaid dividends on such series A preferred stock up to but excluding the redemption date. The General Partner has no voting rights with respect to the series A preferred units. The series A preferred units are not convertible into or exchangeable for any of the Operating Partnership’s other property or securities.

7.875% Series B Cumulative Redeemable Preferred Units

The Operating Partnership currently has outstanding 2,530,000 of its 7.875% series B cumulative redeemable preferred units, or the series B preferred units, to the General Partner in conjunction with the General Partner’s issuance of an equivalent number of shares of its 7.875% series B cumulative preferred stock, or the series B preferred stock. Distributions are cumulative on the series B preferred units from the date of original issuance in the amount of $1.96875 per unit each year, which is equivalent to 7.875% of the $25.00 liquidation preference per unit. Distributions on the series B preferred units are payable quarterly in arrears. The series B preferred units do not have a stated maturity date and are not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, the series B preferred units will rank senior to the common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series A preferred units, series C preferred units and series D preferred units. The Operating Partnership is required to redeem the series B preferred units in the event that the General Partner redeems the series B preferred stock. The General Partner is not allowed to redeem the series B preferred stock before July 26, 2010, except in limited circumstances to preserve the General Partner’s status as a REIT. On or after July 26, 2010, the General Partner may, at its option, redeem the series B preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per unit, plus all accrued and unpaid dividends on such series B preferred stock up to but excluding the redemption date. The General Partner has no voting rights with respect to the series B preferred units. The series B preferred units are not convertible into or exchangeable for any of the Operating Partnership’s other property or securities.

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(b) Convertible Preferred Units

4.375% Series C Cumulative Convertible Preferred Units

5.500% Series D Cumulative Convertible Preferred Units

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additional shares of common stock determined based on the common stock price at the time of such fundamental change and the effective date of such fundamental change, and an equivalent change will be made to the conversion rate of the series D preferred units.

(c) Allocations of Net Income and Net Losses to Partners

(d) Partnership Units

Limited partners have the right to require the Operating Partnership to redeem part or all of their common units for cash based on the fair market value of an equivalent number of shares of the General Partner’s common stock at the time of redemption. Alternatively, the General Partner may elect to acquire those common units in exchange for shares of the General Partner’s common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. Pursuant to authoritative accounting guidance, we evaluated whether we control the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the share settlement of the limited partners’ common units and the vested incentive units. Based on the results of this analysis, we concluded that the common and vested incentive Operating Partnership units met the criteria to be classified within capital.

The redemption value of the limited partners’ common units and the vested incentive units was approximately $249.5 million and $181.9 million based on the closing market price of the General Partner’s common stock on December 31, 2009 and 2008, respectively.

(e) Noncontrolling Interests in Consolidated Joint Ventures

In September 2009, the Operating Partnership acquired the remaining noncontrolling ownership interest in 1525 Comstock Street from its former joint venture partner for approximately $26.4 million.

In December 2008, the Operating Partnership acquired the remaining noncontrolling ownership interest in 1500 Space Park Drive and 1201 Comstock Street from its former joint venture partner for approximately $20.6 million.

(f) Distributions

The partnership agreement provides that the General Partner will determine in its discretion and distribute available cash on a quarterly basis, pro rata in accordance with the partners’ percentage interests. Available cash is the Operating Partnership’s net operating cash flow plus the reduction of any reserves and minus principal payment on debt and capital expenditures, investments in any entity, and increase in reserves or working capital accounts and any amounts paid in redemption of limited partner interests.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The General Partner declared the following distributions on the Operating Partnership’s common and preferred units for the years ended December 31, 2009, 2008 and 2007 (in thousands):


Date distribution declared	Distribution payable date	Series A Preferred Unit⁽¹⁾		Series B Preferred Unit⁽²⁾		Series C Preferred Unit⁽³⁾		Series D Preferred Unit⁽⁴⁾		Common Units
February 15, 2007	April 2, 2007		2,199		1,246		—		—		19,442	⁽⁵⁾
May 2, 2007	July 2, 2007		2,199		1,246		1,722		—		19,458	⁽⁵⁾
August 1, 2007	October 1, 2007		2,199		1,246		1,914		—		19,465	⁽⁵⁾
November 1, 2007	December 31, 2007 for Series A, B and C Preferred Units; January 14, 2008 for Common Units		2,199		1,246		1,914		—		22,345	⁽⁶⁾

Total—2007		$	8,796	$	4,984	$	5,550	$	—	$	80,710

February 25, 2008	March 31, 2008		2,199		1,246		1,914		2,899		22,418	⁽⁶⁾
May 5, 2008	June 30, 2008		2,199		1,246		1,914		4,744		22,444	⁽⁶⁾
August 4, 2008	September 30, 2008		2,199		1,246		1,914		4,744		24,258	⁽⁶⁾
November 4, 2008	December 31, 2008 for Series A, B, C and D Preferred Units; January 7, 2009 for Common Units		2,199		1,246		1,914		4,744		26,102	⁽⁷⁾

Total—2008		$	8,796	$	4,984	$	7,656	$	17,131	$	95,222

February 24, 2009	March 31, 2009		2,199		1,246		1,914		4,742		27,053	⁽⁷⁾
April 28, 2009	June 30, 2009		2,199		1,246		1,914		4,742		27,064	⁽⁷⁾
July 28, 2009	September 30, 2009		2,199		1,246		1,914		4,742		29,575	⁽⁸⁾
October 27, 2009	December 31, 2009 for Series A, B, C and D Preferred Units; January 15, 2010 for Common Units		2,199		1,246		1,914		4,742		37,004	⁽⁹⁾

Total—2009		$	8,796	$	4,984	$	7,656	$	18,968	$	120,696

(1)	$2.125 annual rate of distribution per unit.

(2)	$1.969 annual rate of distribution per unit.

(3)	$1.094 annual rate of distribution per unit.

(4)	$1.375 annual rate of distribution per unit.

(5)	$1.145 annual rate of distribution per unit.

(6)	$1.240 annual rate of distribution per unit.

(7)	$1.320 annual rate of distribution per unit.

(8)	$1.440 annual rate of distribution per unit.

(9)	$1.800 annual rate of distribution per unit.

9. Incentive Plan

Our 2004 Incentive Award Plan provides for the grant of incentive awards to employees, directors and consultants. Awards issuable under the 2004 Incentive Award Plan include stock options, restricted stock, dividend equivalents, stock appreciation rights, long-term incentive units, cash performance bonuses and other incentive awards. Only employees of the Company are eligible to receive incentive stock options under the 2004 Incentive Award Plan. Initially, the General Partner had reserved a total of 4,474,102 shares of common stock for issuance pursuant to the 2004 Incentive Award Plan, subject to certain adjustments set forth in the 2004 Incentive Award Plan. On May 2, 2007, the General Partner’s stockholders approved the First Amended and Restated Digital Realty Trust, Inc., Digital Realty Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (the Amended and Restated 2004 Incentive Award Plan). The Amended and Restated 2004 Incentive Award Plan increases the aggregate number of shares of stock which may be issued or transferred under the plan by 5,000,000 shares to a total of 9,474,102 shares, and provides that the maximum number of shares of stock with respect to awards granted to any one participant during a calendar year will be 1,500,000 and the maximum amount that may be paid in cash during any calendar year with respect to any performance-based award not denominated in stock or otherwise for which the foregoing limitation would not be an effective limitation for purposes of Section 162(m) of the Code will be $10.0 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 31, 2009, 4,070,534 shares of common stock or awards convertible into or exchangeable for common stock remained available for future issuance under the Amended and Restated 2004 Incentive Award Plan. Each long-term incentive and Class C Unit issued under the Amended and Restated 2004 Incentive Award Plan will count as one share of common stock for purposes of calculating the limit on shares that may be issued under the Amended and Restated 2004 Incentive Award Plan and the individual award limit discussed above.

(a) Long Term Incentive Units

Long-term incentive units, which are also referred to as profits interest units, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. Long-term incentive units, whether vested or not, will receive the same quarterly per unit distributions as Operating Partnership common units, which equal per share distributions on the General Partner’s common stock. Initially, long-term incentive units do not have full parity with common units with respect to liquidating distributions. If such parity is reached, vested long-term incentive units may be converted into an equal number of common units of the Operating Partnership at any time, and thereafter enjoy all the rights of common units of the Operating Partnership, including redemption rights.

In order to achieve full parity with common units, long-term incentive units must be fully vested and the holder’s capital account balance in respect of such long-term incentive units must be equal to the capital account balance of a holder of an equivalent number of common units. The capital account balance attributable to each common unit is generally expected to be the same, in part because of the amount credited to a partner’s capital account upon their contribution of property to the Operating Partnership, and in part because the partnership agreement provides, in most cases, that allocations of income, gain, loss and deduction (which will adjust the partners’ capital accounts) are to be made to the common units on a proportionate basis. As a result, with respect to a number of long-term incentive units, it is possible to determine the capital account balance of an equivalent number of common units by multiplying the number of long-term incentive units by the capital account balance with respect to a common unit.

The term “hypothetical sale” refers to circumstances that are not actual sales of the General Partner’s assets but that require certain adjustments to the value of the Operating Partnership’s assets and the partners’ capital account balances. Specifically, the partnership agreement provides that, from time to time, in accordance with applicable Treasury Regulations, the Operating Partnership will adjust the value of its assets to equal their respective fair market values, and adjust the partners’ capital accounts, in accordance with the terms of the partnership agreement, as if the Operating Partnership sold its assets for an amount equal to their value. Times for making such adjustments generally include the liquidation of the Operating Partnership, the acquisition of an additional interest in the Operating Partnership by a new or existing partner in exchange for more than a de minimis capital contribution, the distribution by the Operating Partnership to a partner of more than a de minimis amount of partnership property as consideration for an interest in the Operating Partnership, in connection with the grant of an interest in the Operating Partnership (other than a de minimis interest) as consideration for the performance of services to or for the benefit of the Operating Partnership (including the grant of a long-term incentive unit), and at such other times as may be desirable or required to comply with the Treasury Regulations.

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During the years ended December 31, 2009 and 2008, certain employees of the Company were granted an aggregate of 148,310 and 95,652 long-term incentive units, respectively, which, in addition to a service condition, are subject to a performance condition that impacts the number of units ultimately granted to the employee. The performance condition is based upon our achievement of the respective fiscal years’ Funds From Operations per share targets. Upon evaluating the results of the performance condition, the final number of units is determined and such units vest based on achievement of the service conditions. The service conditions of the awards provide for 20% vesting on each of the first and second anniversaries of the original grant date and 30% vesting on each of the third and fourth anniversaries of the original grant date provided the grantee continues employment on each anniversary date. Based on our 2008 and 2009 FFO per diluted share and unit, as adjusted by the General Partner’s compensation committee, all of the 2008 and 2009 long-term incentive units satisfied the performance condition. The grant date fair values, which equal the market price of the General Partner’s common stock, are being expensed on a straight-line basis over the vesting period of the long-term incentive units, which ranges from four to five years.

The expense recorded for the years ended December 31, 2009, 2008 and 2007 related to long-term incentive units was approximately $4.5 million, $2.7 million and $0.9 million, respectively. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of approximately $0.6 million, $0.4 million and $0.4 million for the years ended December 31, 2009, 2008 and 2007, respectively. Unearned compensation representing the unvested portion of the long-term incentive units totaled $9.3 million and $7.8 million as of December 31, 2009 and 2008, respectively. We expect to recognize this unearned compensation over the next 2.7 years on a weighted average basis.

(b) Class C Profits Interests Units

2005 Grant

During the fourth quarter of 2005, the General Partner granted to each of the General Partner’s named executive officers and certain other employees an award of Class C Units under our 2004 Incentive Award Plan (2005 Grant).

The award agreements provide that the Class C Units subject to this award will vest based on the achievement of a 10% or greater compound annual total shareholder return, as defined, for the period from the grant date through the earlier of September 30, 2008 and the date of a change of control of the General Partner (the market condition) combined with the employee’s continued service with the Company through September 30, 2010. Upon achievement of the market condition, the Class C units will receive the same quarterly per unit distribution as common units in the Operating Partnership.

The aggregate amount of the 2005 Grant award pool will be equal to 7% of the excess shareholder value, as defined, created during the applicable performance period, but in no event will the amount of the pool exceed the lesser of $40.0 million or the value of 2.5% of the total number of shares of the General Partner’s common stock and limited partnership units of the Operating Partnership at the end of the performance period.

On August 4, 2008, the General Partner’s board of directors approved amendments to the outperformance award agreements that we entered into with the executive officers in 2005. As a result of the amendment, approximately 95% of the Class C Units granted pursuant to the outperformance award agreements that satisfied the market condition (summarized above) were fully vested as of September 30, 2008 and the remainder of the units were fully vested as of October 30, 2008. Prior to the amendment, 60 percent of the Class C Units that satisfied the market condition would have vested on September 30, 2008, with the remaining 40 percent of such Class C Units vesting ratably each month for 24 months. As a result of the acceleration, we expensed the remaining $1.6 million of deferred compensation related to these Class C Units during the three months ended September 30, 2008.

2007 Grant

On May 2, 2007, the General Partner granted to each of the named executive officers and certain other officers and employees an award of Class C Units of the Operating Partnership under the First Amended and Restated 2004 Incentive Award Plan (2007 Grant).

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Class C Units subject to this award will vest based on the achievement of a total shareholder return of the General Partner (which we refer to as the market condition) as measured on November 1, 2008 (which we refer to as the first measurement date) and May 1, 2010 (which we refer to as the second measurement date). If:

•

with respect to the first measurement date, the General Partner achieves a total shareholder return equal to at least 18% over a period commencing on May 2, 2007 and ending on November 1, 2008; and

•

the aggregate amount of the 2007 Grant award pool will be equal to 8% of the excess shareholder value, as defined, created during the applicable performance period, but in no event will the amount of the pool exceed:

•

$17 million for the first measurement date; or

•

$40 million (less the amount of the award pool as of the first measurement date) for the second measurement date.

The first and second measurement dates may be accelerated as follows:

•

in the event that during any 60 consecutive days ending prior to November 1, 2008, the 2007 Grant award pool, if calculated on each day during such period, equals or exceeds $17.0 million on each such day, the first measurement date will be accelerated to the last day of the 60-day period; and

•

in the event that during any 60 consecutive days ending prior to May 1, 2010, the 2007 Grant award pool, if calculated on each day during such period, equals or exceeds $40.0 million on each such day, the second measurement date will be accelerated to the last day of the 60-day period; and

•

upon a change in control of the General Partner.

Except in the event of a change in control of the General Partner, 60% of the Class C Units that satisfy the applicable market condition will vest at the end of the three year period subsequent to grant and an additional 1/60th of such Class C Units will vest on the date of each monthly anniversary thereafter, provided that the employee’s service has not terminated prior to the applicable vesting date. As of December 31, 2009, the market condition with respect to the first measurement date was not achieved.

Common Provisions for the 2005 and 2007 Grant

If the market condition and the other service conditions, as described above, are satisfied with respect to a Class C Unit, the Class C Unit will be treated in the same manner as the existing long-term incentive units issued by the Operating Partnership.

To the extent that any Class C Units fail to satisfy the market condition on the measurement dates discussed above, such Class C Units will automatically be cancelled and forfeited by the employee. In addition, any Class C Units which are not eligible for pro rata vesting in the event of a termination of the employee’s employment due to death or disability or without cause (or for good reason, if applicable) will automatically be cancelled and forfeited upon a termination of the employee’s employment.

In the event that the value of the employee’s allocated portion of the award pool that satisfies the market condition equates to a number of Class C Units that is greater than the number of Class C Units awarded to the executive, we will make an additional payment to the executive in the form of a number of shares of the General Partner’s restricted stock equal to the difference subject to the same vesting requirements as the Class C Units.

On September 30, 2008, we accelerated the vesting of all Class C Units related to the 2005 Grant. The grant date fair value of these awards was approximately $4.0 million, with the remaining $2.2 million recognized as compensation expense during the year ended December 31, 2008. We recognized compensation expense related to these Class C Units of $2.2 million and $0.8 million for the years ended December 31, 2008 and 2007, respectively.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 31, 2009 and 2008, approximately 685,000 and 751,000 Class C Units related to the 2007 Grant had been awarded to the General Partner’s executive officers and other employees, respectively. The fair value of the 2007 Grant was measured on the grant date using a Monte Carlo simulation to estimate the probability of the multiple market conditions being satisfied. The Monte Carlo simulation uses a statistical formula underlying the Black-Scholes and binomial formulas, and such simulation was run approximately 100,000 times. For each simulation, the value of the payoff was calculated at the settlement date and was then discounted to the grant date at a risk-free interest rate. The expected value of the Class C units on the grant date was determined by multiplying the average of the values over all simulations by the number of outstanding shares of the General Partner’s common stock and Operating Partnership units. The valuation was performed in a risk-neutral framework, so no assumption was made with respect to an equity risk premium. Other significant assumptions used in the valuation included an expected term of 36 months, expected stock price volatility of 23%, a risk-free interest rate of 4.6%, and a dividend growth rate of 5.0 percent. The fixed award limit under the plan is $17 million for the first market condition and $40 million for the second market condition, and there were 69.2 million shares of the General Partner’s common stock and Operating Partnership units outstanding as of the 2007 grant date. The grant date fair value of these awards of approximately $11.8 million will be recognized as compensation expense on a straight line basis over the expected service period of five years. The unearned compensation as of December 31, 2009 and 2008 was $5.0 million and $7.8 million, respectively. As of December 31, 2009 and 2008, none of the above awards had vested. We recognized compensation expense related to these Class C Units of $1.6 million, $2.0 million and $1.1 million for the years ended December 31, 2009, 2008 and 2007, respectively. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of $0.2 million, $0.4 million and $0.5 million for the years ended December 31, 2009, 2008 and 2007, respectively.

(c) Stock Options

The fair value of each option granted under the 2004 Incentive Award Plan is estimated on the date of the grant using the Black-Scholes option-pricing model with the weighted-average assumptions listed below for grants in 2007. There were no stock options granted in 2008 and 2009. The fair values are being expensed on a straight-line basis over the vesting period of the options, which ranges from four to five years. The expense recorded for the years ended December 31, 2009, 2008 and 2007, respectively was approximately $0.9 million, $1.1 million and $0.9 million, respectively. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of approximately $0.2 million, $0.2 million and $0.1 million for the years ended December 31, 2009, 2008 and 2007, respectively. Unearned compensation representing the unvested portion of the stock options totaled $2.5 million and $3.6 million for the years ended December 31, 2009 and 2008, respectively. We expect to recognize this unearned compensation over the next 2.1 years on a weighted average basis.

The following table sets forth the weighted-average assumptions used to calculate the fair value of the stock options granted during the years ended December 31, 2009, 2008 and 2007:


	Year Ended December 31,
	2009	2008	2007
Dividend yield	—	—		2.76	%
Expected life of option	—	—		80 months
Risk-free interest rate	—	—		4.65	%
Expected stock price volatility	—	—		22.82	%

Weighted-average fair value of options granted during the period	—	—	$	9.70

The following table summarizes the 2004 Incentive Award Plan’s stock option activity for the year ended December 31, 2009:


	Year ended December 31, 2009
	Shares		Weighted average exercise price
Options outstanding, beginning of period	929,011		$	29.70
Exercised	(249,167	)		25.38
Cancelled / Forfeited	(59,568	)		38.05

Options outstanding, end of period	620,276		$	30.63

Exercisable, end of period	371,686		$	25.15

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company issued new common shares for the common stock options exercised during the years ended December 31, 2009, 2008 and 2007. The intrinsic value of options exercised in the years ended December 31, 2009, 2008 and 2007 was approximately $4.6 million, $4.5 million and $2.0 million, respectively.

The following table summarizes information about stock options outstanding and exercisable as of December 31, 2009:


Options outstanding							Options exercisable
Exercise price	Number outstanding	Weighted average remaining contractual life (years)	Weighted average exercise price		Aggregate Intrinsic Value		Number exercisable	Weighted average remaining contractual life (years)	Weighted average exercise price		Aggregate Intrinsic Value
$12.00-13.02	182,369	4.83	$	12.01	$	6,979,810	182,369	4.83	$	12.01	$	6,979,810
$20.37-28.09	45,558	6.01		23.81		1,206,140	22,720	5.98		23.64		605,267
$33.18-41.73	392,349	7.24		40.08		4,002,525	166,597	7.22		39.74		1,755,560

	620,276	6.44	$	30.63	$	12,188,475	371,686	5.97	$	25.15	$	9,340,637

(d) Restricted Stock

During the years ended December 31, 2009 and 2008, certain employees of the Company were granted an aggregate of 53,651 and 39,939 shares of our General Partner’s restricted stock, respectively. The grant date fair values, which equal the market price of the General Partner’s common stock, are being expensed on a straight-line basis over the vesting period of the restricted stock, which is four years. During the years ended December 31, 2009 and 2008, certain employees of the Company were also granted an aggregate of 53,909 and 34,822 shares of restricted stock which, in addition to a service condition, are subject to a performance condition that impacts the number of shares ultimately granted to the employee. The performance condition is based upon the Company’s achievement of the respective year’s FFO per share targets. Upon evaluating the results of the performance condition, the final number of shares is determined and such shares vest based on achievement of the service conditions. The service conditions of the awards provide for 20% vesting on each of the first and second anniversaries of the original grant date and 30% vesting on each of the third and fourth anniversaries of the original grant date provided the grantee continues employment on each anniversary date. Based on our 2008 and 2009 FFO per diluted share and unit, as adjusted by the General Partner’s compensation committee, all of the 2008 and 2009 restricted stock satisfied the performance condition.

The expense recorded for the years ended December 31, 2009 and 2008 related to grants of restricted stock was approximately $1.0 million and $0.5 million, respectively. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of approximately $0.7 million and $0.3 million for the years ended December 31, 2009 and 2008, respectively. Unearned compensation representing the unvested portion of the restricted stock totaled $3.3 million and $2.2 million as of December 31, 2009 and 2008, respectively. We expect to recognize this unearned compensation over the next 2.8 years on a weighted average basis.

(e) 401(k) Plan

We have a 401(k) plan whereby our employees may contribute a portion of their compensation to their respective retirement accounts, in an amount not to exceed the maximum allowed under the Code. The 401(k) Plan complies with Internal Revenue Service requirements as a 401(k) Safe Harbor Plan whereby discretionary contributions made by us are 100% vested. The aggregate cost of our contributions to the 401(k) Plan was approximately $0.8 million, $0.7 million, and $0.6 million for the years ended December 31, 2009, 2008 and 2007, respectively.

10. Fair Value of Financial Instruments

We disclose fair value information about all financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate fair value.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Current accounting guidance requires the Operating Partnership to disclose fair value information about all financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate fair value. The Operating Partnership’s disclosures of estimated fair value of financial instruments at December 31, 2009 and 2008, respectively, were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.

The carrying amounts for cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and other accrued liabilities, security deposits and prepaid rents approximate fair value because of the short-term nature of these instruments. As described in note 11, the interest rate cap and interest rate swaps are recorded at fair value.

As of December 31, 2009 and 2008, the aggregate estimated fair value and carrying value of our revolving credit facility, mortgage loans, unsecured senior notes and exchangeable senior debentures were as follows (in thousands):


	As of December 31, 2009				As of December 31, 2008
	Estimated Fair Value		Carrying Value		Estimated Fair Value		Carrying Value
Revolving credit facility⁽¹⁾	$	205,547	$	205,547	$	138,579	$	138,579
Unsecured senior notes⁽²⁾		94,470		83,000		58,801		58,000
Mortgage loans⁽²⁾		1,054,293		1,063,663		918,040		1,026,594
Exchangeable senior debentures⁽²⁾⁽³⁾		624,618		432,234		181,861		161,901

	$	1,978,928	$	1,784,444	$	1,297,281	$	1,385,074

(1)	The carrying value of our revolving credit facility approximates estimated fair value, due to the short-term nature of this instrument along with the variability of interest rates.

(2)	Valuations for our unsecured senior notes and mortgage loans are determined based on the expected future payments discounted at risk-adjusted rates. Exchangeable senior debentures are valued based on quoted market prices.

(3)

The carrying values are net of discount of $6,666 and $10,599 as of December 31, 2009 and December 31, 2008, respectively. The discount relates to our 2026 Debentures, which is accounted for pursuant to accounting guidance on convertible debt instruments that requires the principal amount to be settled in cash upon conversion.

11. Derivative Instruments

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Cash Flow Hedges of Interest Rate Risk

We record all our interest rate swaps and caps on the consolidated balance sheet at fair value. In determining the fair value of our interest rate swaps and caps, we consider the credit risk of our counterparties. These counterparties are generally larger financial institutions engaged in providing a variety of financial services. These institutions generally face similar risks regarding adverse changes in market and economic conditions, including, but not limited to, fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads. The current and pervasive disruptions in the financial markets have heightened the risks to these institutions.

Our agreements with some of our derivative counterparties provide either that (1) we could be declared in default on our derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to our default on the indebtedness or that (2) we could be declared in default on our derivative obligations if we default on any of our indebtedness, including a default where repayment of the underlying indebtedness has not been accelerated by the lender.

The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. During 2009, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The fair value of these derivatives was ($7.5) million and ($5.8) million at December 31, 2009 and 2008, respectively. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the years ended December 31, 2009 and 2008, respectively, there were no ineffective portions to our interest rate swaps.

Amounts reported in accumulated other comprehensive loss related to interest rate swaps will be reclassified to interest expense as interest payments are made on our debt. As of December 31, 2009, we estimate that an additional $6.2 million will be reclassified as an increase to interest expense during the twelve months ending December 31, 2010, when the hedged forecasted transactions impact earnings.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of December 31, 2009 and 2008, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands):


Notional Amount					Type of Derivative	Strike Rate	Effective Date	Expiration Date	Fair Value at Significant Other Observable Inputs (Level 2)
As of December 31, 2009		As of December 31, 2008			Type of Derivative	Strike Rate	Effective Date	Expiration Date	As of December 31, 2009			As of December 31, 2008
$20,831	⁽¹⁾	$	19,239	⁽¹⁾	Swap	4.944	Jul. 10, 2006	Apr. 10, 2011	$	(952	)	$	(986	)
69,154	⁽¹⁾		—	⁽¹⁾	Swap	2.980	April 6, 2009	Nov. 30, 2013		(299	)		—
15,208	⁽²⁾		15,041	⁽²⁾	Swap	3.981	May 17, 2006	Jul. 18, 2013		(889	)		(559	)
11,003	⁽²⁾		10,881	⁽²⁾	Swap	4.070	Jun. 23, 2006	Jul. 18, 2013		(675	)		(442	)
9,682	⁽²⁾		9,575	⁽²⁾	Swap	3.989	Jul. 27, 2006	Oct. 18, 2013		(579	)		(365	)
45,067	⁽²⁾		44,564	⁽²⁾	Swap	3.776	Dec. 5, 2006	Jan. 18, 2012		(1,887	)		(1,131	)
38,746	⁽²⁾		38,315	⁽²⁾	Swap	4.000	Dec. 20, 2006	Jan. 18, 2012		(1,794	)		(1,207	)
—			96,458		Swap	3.167	Oct. 15, 2008	June 15, 2009		—			(1,116	)
42,993			—		Swap	2.703	Dec. 3, 2009	Sep. 4, 2014		(453	)		—
17,737			—		Cap	4.000	June 24, 2009	June 25, 2012		70			—

$270,421		$	234,073						$	(7,458	)	$	(5,806	)

(1)	Translation to U.S. dollars is based on exchange rate of $1.61 to £1.00 as of December 31, 2009 and $1.46 to £1.00 as of December 31, 2008.

(2)	Translation to U.S. dollars is based on exchange rate of $1.43 to €1.00 as of December 31, 2009 and $1.40 to €1.00 as of December 31, 2008.

We do not have any fair value measurements using significant unobservable inputs (Level 3) as of December 31, 2009.

12. Tenant Leases

The future minimum lease payments to be received (excluding operating expense reimbursements) by us as of December 31, 2009, under non-cancelable operating leases are as follows (in thousands):


2010	$	509,506
2011		493,388
2012		488,669
2013		471,435
2014		416,803
Thereafter		1,499,833

Total	$	3,879,634

Included in the above amounts are minimum lease payments to be received from The tel(x) Group, Inc., or tel(x), a related party further discussed in note 13. The future minimum lease payments to be received (excluding operating expense reimbursements) by us from tel(x) as of December 31, 2009, under non-cancelable operating leases are as follows (in thousands):


2010	$	16,682
2011		17,448
2012		17,955
2013		18,477
2014		19,015
Thereafter		269,940

Total	$	359,517

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Operating revenues from properties outside the United States were $82.2 million, $52.2 million and $34.2 million for the years ended December 31, 2009, 2008 and 2007, respectively. For the years ended December 31, 2009, 2008, and 2007 no single foreign country comprised more than 10% of total revenues.

For the years ended December 31, 2009, 2008 and 2007, revenues recognized from Savvis Communications comprised approximately 9.6%, 11.0%, and 11.6% of total revenues, respectively. Other than noted here, for the years ended December 31, 2009, 2008, and 2007 no single tenant comprised more than 10% of total revenues.

13. Related Party Transactions

In December 2006, we entered into ten leases with tel(x), pursuant to which tel(x) provides enhanced meet-me-room services to our customers. tel(x) was acquired by GI Partners Fund II, LLP in November 2006. Richard Magnuson, the Company’s Chairman, is also the chief executive officer of the advisor to GI Partners Fund II, LLP. Our consolidated statements of operations include rental revenues of approximately $20.6 million, $16.1 million and $13.9 million from tel(x) for the years ended December 31, 2009, 2008 and 2007, respectively. In connection with the lease agreements, we entered into an operating agreement with tel(x), effective as of December 1, 2006, with respect to joint sales and marketing efforts, designation of representatives to manage the national relationship between us and tel(x) and future meet-me-room facilities. Under the operating agreement, tel(x) has a sixty-day option to enter into a meet-me-room lease for certain future meet-me-room buildings acquired by us or any buildings currently owned by us that are converted into a meet-me-room building. As of December 31, 2009, tel(x) leases 126,130 square feet from us under 26 lease agreements.

We also entered into a referral agreement with tel(x), effective as of December 1, 2006, with respect to referral fees arising out of potential future lease agreements for rentable space in buildings covered by the meet-me-room lease agreements. Referral fees earned during the years ended December 31, 2009, 2008 and 2007 amounted to approximately $1.5 million, $0.8 million and $0.1 million, respectively. Additionally, we had the right to purchase approximately 10% of tel(x) preferred stock. The purchase price would have been calculated as GI Partners Fund II, LLP’s initial cost plus a 12% per annum return. We had the right to purchase, at market, a pro-rata share of any follow on tel(x) equity transactions to prevent dilution to our option to acquire approximately 10%. The option to purchase the preferred stock expired in October 2008 and we did not exercise the option.

14. Commitments and Contingencies

(a) Operating Leases

We have a ground lease obligation on 2010 East Centennial Circle that expires in 2082. After February 2036, rent for the remaining term of the 2010 East Centennial Circle ground lease will be determined based on a fair market value appraisal of the property and, as result, rent after February 2036 is excluded from the minimum commitment information below.

We have ground leases on Paul van Vlissingenstraat 16 that expires in 2054, Chemin de l’Epinglier 2 that expires in July 2074, Clonshaugh Industrial Estate that expires in 2981, Gyroscoopweg 2E-2F, which has a continuous ground lease and will be adjusted on January 1, 2042 and Naritaweg 52, which has a continuous ground lease. We have an operating lease for our current headquarters, which we occupied in June 2005 and expires in May 2012 with an option to extend the lease until September 2017. We also have operating leases at 111 8th Avenue (2^nd and 6^th floors), 8100 Boone Boulevard and 111 8^th Avenue (3^rd and 7^th floors), which expire in June 2014, September 2017 and February 2022, respectively. The lease at 111 8^th Avenue (2^nd and 6^thfloors) has an option to extend the lease until June 2019 and the lease at 111 8th Avenue (3^rd and 7^th floors) has an option to extend the lease until February 2032. The lease at 8100 Boone Boulevard has no extension option.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

We have a fully prepaid ground lease on 2055 E. Technology Circle that expires in 2083. The ground lease at Naritaweg 52 has been prepaid through December 2036.

Rental expense for these leases was approximately $7.9 million, $7.9 million, and $5.9 million for the years ended December 31, 2009, 2008 and 2007 respectively.

The minimum commitment under these leases, excluding the fully prepaid ground lease, as of December 31, 2009 was as follows (in thousands):


2010	$	7,313
2011		7,019
2012		6,548
2013		6,033
2014		4,264
Thereafter		34,267

	$	65,444

(b) Contingent liabilities

We have agreed with the seller of 350 East Cermak Road to share a portion, not to exceed $135,000 per month, of rental revenue, adjusted for our costs to lease the premises, from the lease of the 192,000 square feet of space held for redevelopment. This revenue sharing agreement will terminate in May 2012. We made payments of approximately $41,000, $41,000 and $17,000 to the seller during the years ended December 31, 2009, 2008 and 2007, respectively. We have recorded approximately $2.1 million for this contingent liability on our balance sheet at December 31, 2009.

As part of the acquisition of Clonshaugh Industrial Estate, we entered into an agreement with the seller whereby the seller is entitled to receive 40% of the net rental income generated by the existing building, after we have received a 9% return on all capital invested in the property. As of February 6, 2006, the date we acquired this property, we have estimated the present value of these expected payments over the 10 year lease term to be approximately $1.1 million and this value has been recorded as a component of the purchase price. Accounts payable and other accrued liabilities include $1.3 million and $1.4 million for this liability as of December 31, 2009 and December 31, 2008, respectively. During the years ended December 31, 2009, 2008 and 2007, we paid approximately $0.2 million, $0.2 million and $0.1 million, respectively, to the seller.

Our properties require periodic investments of capital for tenant-related capital expenditures and for general capital improvements and from time to time in the normal course of our business, we enter into various construction contracts with third parties that may obligate us to make payments. At December 31, 2009, we had open commitments related to construction contracts of $41.1 million.

15. Discontinued Operations

In 2007, we sold the following properties:


Property	Date of Sale	Proceeds (in millions)		Gain on Sale (in millions)
4055 Valley View Lane	March 30, 2007	$	33.0	$	6.2
100 Technology Center Drive	March 20, 2007		45.5		11.8

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The results of operations of the properties above are reported as discontinued operations for all periods presented in the accompanying consolidated financial statements. The following table summarizes the income and expense components that comprise income (loss) from discontinued operations for the year ended December 31, 2007 (in thousands):


	Year Ended December 31, 2007
Operating Revenues:
Rental	$	1,940
Tenant reimbursements		400

Total operating revenues		2,340

Operating Expenses:
Rental property operating and maintenance		567
Property taxes		310
Insurance		27
Depreciation and amortization		379

Total operating expenses		1,283

Operating income		1,057
Other Income (Expenses):
Interest and other income		5
Interest expense		333

Income from discontinued operations before gain on sale of assets and noncontrolling interests		1,395
Gain on sale of assets		18,049

Income from discontinued operations	$	19,444

16. Quarterly Financial Information (unaudited)

The tables below reflect selected quarterly information for the years ended December 31, 2009 and 2008. Certain amounts have been reclassified to conform to the current year presentation (in thousands, except unit amounts).


	Three Months Ended
	December 31,		September 30,		June 30,		March 31,
	2009		2009		2009		2009
Total operating revenues	$	169,774	$	163,227	$	155,007	$	149,134
Net income		24,897		23,945		21,203		21,189
Net income attributable to Digital Realty Trust, L.P.		25,371		23,405		21,129		21,189
Preferred unit distributions		10,101		10,101		10,101		10,101
Net income available to common unitholders		15,270		13,304		11,028		11,088
Basic net income per unit available to common unitholders	$	0.19	$	0.16	$	0.13	$	0.14
Diluted net income per unit available to common unitholders	$	0.18	$	0.16	$	0.13	$	0.14


	Three Months Ended
	December 31,		September 30,		June 30,		March 31,
	2008		2008		2008		2008
Total operating revenues	$	147,106	$	142,016	$	123,776	$	114,547
Net income		25,133		18,419		13,550		10,816
Net income attributable to Digital Realty Trust, L.P.		25,044		18,223		13,500		10,816
Preferred unit distributions		10,102		10,102		10,102		8,258
Net income available to common unitholders		14,942		8,121		3,398		2,558
Basic net income per unit available to common unitholders	$	0.19	$	0.11	$	0.05	$	0.04
Diluted net income per unit available to common unitholders	$	0.19	$	0.10	$	0.05	$	0.03

167

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

17. Subsequent Events

On July 27, 2010, the General Partner issued 236,444 privately issued shares of its common stock, par value $0.01 per share, to the Operating Partnership, and the Operating Partnership delivered the shares and paid an incentive fee equal to $37,516 and accrued and unpaid interest equal to $138,359 in exchange for $7,500,000 in aggregate principal amount of the Operating Partnership’s 4.125% Exchangeable Senior Debentures due 2026, or the 2026 Debentures, held by an institutional holder pursuant to an exchange agreement, dated July 27, 2010, by and among the Operating Partnership, the General Partner and such institutional holder.

On July 22, 2010, the Operating Partnership distributed a Notice of Redemption to all holders of record of the General Partner’s outstanding 8.50% Series. A Cumulative Redeemable Preferred Stock, or the Series A Preferred Stock, regarding the General Partner’s redemption of all outstanding shares of the Series A Preferred Stock at a redemption price of $25.31285 per share. The redemption price is equal to the original issuance price of $25.00 per share, plus accrued and unpaid dividends. The redemption date will be August 24, 2010. We intend to fund the redemption with borrowings under our revolving credit facility.

On June 30, 2010, we completed an amendment to our Prudential shelf facility, the terms of which are substantially the same as the amendment to our revolving credit facility described below.

On June 15, 2010, we exercised the first option to extend the maturity date of our revolving credit facility. Upon effectiveness of the extension, our revolving credit facility will be scheduled to mature in August 2011. Additionally, on June 28, 2010, we completed an amendment to our revolving credit facility. The amendment to the revolving credit facility provides us with the ability to add eligible unencumbered international assets to the borrowing base in support of our outstanding unsecured debt. International assets include properties located in Canada, England, Ireland, Wales, France, Spain, the Netherlands, Singapore and Australia. Under the new amendment, international assets may comprise up to 25% of the borrowing base, with assets in Spain and Singapore limited to up to 10% of the borrowing base.

On June 14, 2010, the General Partner issued 1,160,950 privately issued shares of its common stock, par value $0.01 per share, to the Operating Partnership, and the Operating Partnership delivered the shares and paid an incentive fee equal to $184,800 and accrued and unpaid interest equal to $503,965 in exchange for $36,960,000 in aggregate principal amount of the 2026 Debentures held by an institutional holder pursuant to an exchange agreement, dated June 14, 2010, by and among the Operating Partnership, the General Partner and such institutional holder.

168

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On June 2, 2010, the General Partner entered into an underwriting agreement with Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several underwriters named therein, in connection with the offer and sale by the General Partner of 6,000,000 shares of its common stock and the grant of an over-allotment option for up to an additional 900,000 shares of the General Partner’s common stock to the underwriters, which the underwriters exercised in full. The General Partner completed the sale of 6,900,000 shares to the underwriters on June 8, 2010. The General Partner contributed the net proceeds of approximately $377.1 million after deducting estimated expenses to the Operating Partnership in exchange for 6,900,000 common units, as required by the Operating Partnership’s partnership agreement. The shares were offered and sold under a prospectus supplement and related prospectus filed with the Securities and Exchange Commission pursuant to the General Partner’s shelf registration statement on Form S-3 (File No. 333-158958).

On May 1, 2010, the General Partner determined that 613,485 of the Class C Units granted in 2007 described in Note 9(b) above satisfied the market condition on the second measurement date (May 1, 2010), with the value of these units equal to the maximum amount of the award pool payable pursuant to the 2007 Grant on the second measurement date. Of the Class C Units that satisfied the market condition on May 1, 2010, 60% vested on May 1, 2010 and the remaining 40% are scheduled to vest ratably each month thereafter for 24 months.

On April 27, 2010, the General Partner declared the following distribution per unit.


Unit Class	Series A Preferred Unit		Series B Preferred Unit		Series C Preferred Unit		Series D Preferred Unit		Common unit
Distribution amount	$	0.531250	$	0.492188	$	0.273438	$	0.343750	$	0.480000
Distribution payable date		June 30, 2010		June 30, 2010		June 30, 2010		June 30, 2010		June 30, 2010
Distribution payable to unitholders of record on		June 15, 2010		June 15, 2010		June 15, 2010		June 15, 2010		June 15, 2010
Annual equivalent rate of distribution	$	2.125	$	1.969	$	1.094	$	1.375	$	1.920

On February 23, 2010, the General Partner’s board of directors approved an amendment to the General Partner’s charter increasing the number of authorized shares of its common stock, par value $.01 per share, available for issuance from 125,000,000 to 145,000,000. No changes were made to the number of authorized shares of the General Partner’s preferred stock, par value $.01 per share, available for issuance (currently 30,000,000).

On February 23, 2010, the Operating Partnership declared the following distributions per unit.


Share Class	Series A Preferred Unit		Series B Preferred Unit		Series C Preferred Unit		Series D Preferred Unit		Common unit
Distribution amount	$	0.531250	$	0.492188	$	0.273438	$	0.343750	$	0.480000
Distribution payable date		March 31, 2010		March 31, 2010		March 31, 2010		March 31, 2010		March 31, 2010
Distribution payable to unitholders of record on		March 15, 2010		March 15, 2010		March 15, 2010		March 15, 2010		March 15, 2010
Annual equivalent rate of distribution	$	2.125	$	1.969	$	1.094	$	1.375	$	1.920

On February 3, 2010, we closed the sale of $17.0 million aggregate principal amount of our senior unsecured term notes under our Prudential shelf facility. The series F notes have an interest-only rate of 4.50% per annum and a five-year maturity. We used the proceeds of the series F to temporarily repay borrowings under our revolving credit facility, fund development and redevelopment opportunities, fund acquisitions and for working capital. The series F notes are subject to the covenants set forth in the Prudential shelf facility.

On January 28, 2010, the Operating Partnership issued $500.0 million aggregate principal amount of notes, maturing on February 1, 2020 with an interest rate of 5.875% per annum. The purchase price paid by the initial purchasers was 98.296% of the principal amount. The 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 the General Partner. Interest on the notes is payable on February 1 and August 1 of each year, beginning on August 1, 2010. The net proceeds from the offering after deducting the original issue discount, underwriting commissions and estimated expenses was approximately $487.6 million. We used the net proceeds from the offering to temporarily repay our borrowings under our revolving credit facility, fund development and redevelopment opportunities and for general corporate purposes.

169

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On January 22, 2010, we completed the acquisition of a three-property datacenter portfolio located in Massachusetts and Connecticut, which we refer to as the New England Portfolio. The purchase price was approximately $375.0 million and was funded with borrowings under our revolving credit facility. The New England Portfolio comprises a total of approximately 550,290 square feet.

On January 20, 2010, we closed the sale of $100.0 million aggregate principal amount of our senior unsecured term notes under our Prudential shelf facility. The notes were issued in two series referred to as the series D and series E notes. The series D notes have a principal amount of $50.0 million, an interest-only rate of 4.57% per annum and a five-year maturity, and the series E notes have a principal amount of $50.0 million, an interest-only rate of 5.73% per annum and a seven-year maturity. We used the proceeds of the series D and series E notes to fund acquisitions, to temporarily repay borrowings under our revolving credit facility and for working capital. The series D and series E notes are subject to the covenants set forth in the Prudential shelf facility.

In December 2009 and January 2010, the General Partner entered into equity distribution agreements, under which it could issue up to $400.0 million from time to time, at its discretion. From January 1, 2010 through May 31, 2010, the General Partner generated net proceeds of $67.5 million from the issuance of approximately 1.3 million common shares under its equity distribution agreements at an average price of $51.87 per share after payment of approximately $1.0 million of commissions. The proceeds from the issuances were contributed by the General Partner to the Operating Partnership in exchange for 1.3 million common units.

170

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

SCHEDULE III

PROPERTIES AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2009

(In thousands)


				Initial costs			Costs capitalized subsequent to acquisition	Total costs
	Metropolitan Area	Encumbrances		Land	Acquired ground lease	Buildings and improvements	Costs capitalized subsequent to acquisition	Land	Acquired ground lease	Buildings and improvements	Total	Accumulated depreciation and amortization		Date of acquisition (A) or construction (C)
PROPERTIES:
36 NE 2nd Street	Miami	16,964		1,942	—	24,184	2,540	1,942	—	26,724	28,666	(6,921	)	2002	(A)
2323 Bryan Street	Dallas	—		1,838	—	77,604	18,727	1,838	—	96,331	98,169	(26,201	)	2002	(A)
6 Braham Street	London, England	20,831		3,776	—	28,166	1,748	3,309	—	30,381	33,690	(5,833	)	2002	(A)
300 Boulevard East	New York / New Jersey	43,502		5,140	—	48,526	26,132	5,140	—	74,658	79,798	(25,334	)	2002	(A)
2334 Lundy Place	Silicon Valley	39,960		3,607	—	23,008	72	3,607	—	23,080	26,687	(5,839	)	2002	(A)
34551 Ardenwood Boulevard 1-4	Silicon Valley	54,945		15,330	—	32,419	2,201	15,330	—	34,620	49,950	(9,386	)	2003	(A)
2440 Marsh Lane	Dallas	—		1,477	—	10,330	68,822	1,477	—	79,152	80,629	(7,952	)	2003	(A)
2010 East Centennial Circle	Phoenix	—		—	1,477	16,472	34	—	1,477	16,506	17,983	(3,358	)	2003	(A)
375 Riverside Parkway	Atlanta	—		1,250	—	11,578	14,303	1,250	—	25,881	27,131	(5,354	)	2003	(A)
3300 East Birch Street	Los Angeles	7,390		3,777	—	4,611	434	3,777	—	5,045	8,822	(2,225	)	2003	(A)
47700 Kato Road & 1055 Page Avenue	Silicon Valley	—		5,272	—	20,166	20	5,272	—	20,186	25,458	(3,237	)	2003	(A)
4849 Alpha Road	Dallas	10,411		2,983	—	10,650	56	2,983	—	10,706	13,689	(2,706	)	2004	(A)
600 West Seventh Street	Los Angeles	55,524		18,478	—	50,824	32,083	18,478	—	82,907	101,385	(19,876	)	2004	(A)
2045 & 2055 LaFayette Street	Silicon Valley	67,271		6,065	—	43,817	19	6,065	—	43,836	49,901	(7,853	)	2004	(A)
100 & 200 Quannapowitt Parkway	Boston	33,742		12,416	—	26,154	2,088	12,416	—	28,242	40,658	(7,904	)	2004	(A)
11830 Webb Chapel Road	Dallas	32,069		5,881	—	34,473	883	5,881	—	35,356	41,237	(7,828	)	2004	(A)
150 South First Street	Silicon Valley	52,760		2,068	—	29,214	837	2,068	—	30,051	32,119	(4,818	)	2004	(A)
3065 Gold Camp Drive	Sacramento	—		1,886	—	10,686	134	1,886	—	10,820	12,706	(2,201	)	2004	(A)
200 Paul Avenue 1-4	San Francisco	77,803		14,427	—	75,777	28,256	14,427	—	104,033	118,460	(21,534	)	2004	(A)
1100 Space Park Drive	Silicon Valley	54,944		5,130	—	18,206	11,730	5,130	—	29,936	35,066	(8,994	)	2004	(A)
3015 Winona Avenue	Los Angeles	—		6,534	—	8,356	5	6,534	—	8,361	14,895	(2,002	)	2004	(A)
833 Chestnut Street	Philadelphia	—		5,738	—	42,249	36,855	5,738	—	79,104	84,842	(19,602	)	2005	(A)
1125 Energy Park Drive	Minneapolis/St. Paul	9,497	⁽¹⁾	2,775	—	10,761	21	2,775	—	10,782	13,557	(1,982	)	2005	(A)
350 East Cermak Road	Chicago	—		8,466	—	103,232	178,687	8,620	—	281,765	290,385	(41,186	)	2005	(A)
8534 Concord Center Drive	Denver	—		2,181	—	11,561	75	2,181	—	11,636	13,817	(2,492	)	2005	(A)
2401 Walsh Street	Silicon Valley	—		5,775	—	19,267	34	5,775	—	19,301	25,076	(2,973	)	2005	(A)
2403 Walsh Street	Silicon Valley	—		5,514	—	11,695	19	5,514	—	11,714	17,228	(1,927	)	2005	(A)
4700 Old Ironsides Drive	Silicon Valley	—		5,504	—	9,727	17	5,504	—	9,744	15,248	(1,747	)	2005	(A)
4650 Old Ironsides Drive	Silicon Valley	—		2,865	—	4,540	866	2,865	—	5,406	8,271	(1,369	)	2005	(A)
200 North Nash Street	Los Angeles	—		4,562	—	12,503	16	4,562	—	12,519	17,081	(2,223	)	2005	(A)
731 East Trade Street	Charlotte	6,301	⁽²⁾	1,748	—	5,727	201	1,748	—	5,928	7,676	(848	)	2005	(A)
113 North Myers	Charlotte	—		1,098	—	3,127	679	1,098	—	3,806	4,904	(873	)	2005	(A)
125 North Myers	Charlotte	—		1,271	—	3,738	5,963	1,271	—	9,701	10,972	(2,176	)	2005	(A)
Paul van Vlissingenstraat 16	Amsterdam, Netherlands	15,208		—	—	15,255	5,444	—	—	20,699	20,699	(2,926	)	2005	(A)
600-780 S. Federal	Chicago	—		7,801	—	27,718	2,246	7,849	—	29,916	37,765	(4,811	)	2005	(A)
115 Second Avenue	Boston	—		1,691	—	12,569	10,520	1,691	—	23,089	24,780	(5,258	)	2005	(A)

171

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SCHEDULE III

PROPERTIES AND ACCUMULATED DEPRECIATION (continued)

DECEMBER 31, 2009

(In thousands)


				Initial costs			Costs capitalized subsequent to acquisition		Total costs
	Metropolitan Area	Encumbrances		Land	Acquired ground lease	Buildings and improvements	Costs capitalized subsequent to acquisition		Land	Acquired ground lease	Buildings and improvements	Total	Accumulated depreciation and amortization		Date of acquisition (A) or construction (C)
Chemin de l’Epinglier 2	Geneva, Switzerland	11,046		—	—	20,071	4,320		—	—	24,391	24,391	(3,484	)	2005	(A)
251 Exchange Place	Northern Virginia	—		1,622	—	10,425	152		1,622	—	10,577	12,199	(1,887	)	2005	(A)
7500 Metro Center Drive	Austin	—		1,177	—	4,877	2,105		1,177	—	6,982	8,159	(1,183	)	2005	(A)
7620 Metro Center Drive	Austin	—		510	—	6,760	9		510	—	6,769	7,279	(1,150	)	2005	(A)
3 Corporate Place	New York/New Jersey	80,000		2,124	—	12,678	77,280		2,124	—	89,958	92,082	(18,219	)	2005	(A)
4025 Midway Road	Dallas	—		2,196	—	14,037	17,575		2,196	—	31,612	33,808	(7,085	)	2006	(A)
Clonshaugh Industrial Estate	Dublin	—		—	1,444	5,569	3,373		—	119	10,267	10,386	(1,335	)	2006	(A)
6800 Millcreek Drive	Toronto	—		1,657	—	11,352	2,289		1,657	—	13,641	15,298	(1,767	)	2006	(A)
101 Aquila Way	Atlanta	—		1,480	—	34,797	41		1,480	—	34,838	36,318	(5,473	)	2006	(A)
12001 North Freeway	Houston	—		6,965	—	23,492	108		6,965	—	23,600	30,565	(3,289	)	2006	(A)
14901 FAA Boulevard	Dallas	—		3,303	—	40,799	117		3,303	—	40,916	44,219	(4,634	)	2006	(A)
120 E Van Buren	Phoenix	—		4,524	—	157,822	55,403		4,524	—	213,225	217,749	(30,694	)	2006	(A)
Gyroscoopweg 2E-2F	Amsterdam, Netherlands	9,682		—	—	13,450	1,319		—	—	14,769	14,769	(1,848	)	2006	(A)
Clonshaugh Industrial Estate II	Dublin	42,993		—	—	—	86,449		—	—	86,449	86,449	(8,107	)	2006	(A)
600 Winter Street	Boston	—		1,429	—	6,228	47		1,429	—	6,275	7,704	(676	)	2006	(A)
2300 NW 89th Place	Miami	—		1,022	—	3,767	18		1,022	—	3,785	4,807	(536	)	2006	(A)
2055 East Technology Circle	Phoenix	—		—	—	8,519	26,511		—	—	35,030	35,030	(4,112	)	2006	(A)
114 Rue Ambroise Croizat	Paris, France	45,067		12,261	—	34,051	80,634		12,578	—	114,368	126,946	(6,584	)	2006	(A)
Unit 9, Blanchardstown Corporate Park	Dublin, Ireland	38,746		1,927	—	40,024	6,838		2,075	—	46,714	48,789	(5,382	)	2006	(A)
111 8th Avenue	New York / New Jersey	—		—	—	17,688	10,911		—	—	28,599	28,599	(9,848	)	2006	(A)
1807 Michael Faraday Court	Northern Virginia	—		1,499	—	4,578	1,150		1,499	—	5,728	7,227	(933	)	2006	(A)
8100 Boone Boulevard	Northern Virginia	—		—	—	158	837		—	—	995	995	(434	)	2006	(A)
21110 Ridgetop Circle	Northern Virginia	—		2,934	—	14,311	843		2,934	—	15,154	18,088	(1,528	)	2007	(A)
3011 Lafayette Street	Silicon Valley	—		3,354	—	10,305	44,829		3,354	—	55,134	58,488	(9,062	)	2007	(A)
44470 Chilum Place	Northern Virginia	—		3,351	—	37,360	184		3,531	—	37,364	40,895	(2,909	)	2007	(A)
43881 Devin Shafron Drive	Northern Virginia	—		4,653	—	23,631	87,795		4,653	—	111,426	116,079	(13,797	)	2007	(A)
43831 Devin Shafron Drive	Northern Virginia	—		3,027	—	16,247	980		3,027	—	17,227	20,254	(1,424	)	2007	(A)
43791 Devin Shafron Drive	Northern Virginia	—		3,490	—	17,444	44,997		3,490	—	62,441	65,931	(5,320	)	2007	(A)
Mundells Roundabout	London, England	69,154		31,354	—	—	59,167		25,742	—	64,779	90,521	(1,712	)	2007	(A)
210 N Tucker	St. Louis	—		2,042	—	17,223	1,544		2,042	—	18,767	20,809	(1,819	)	2007	(A)
900 Walnut Street	St. Louis	—		1,791	—	29,516	2,504		1,791	—	32,020	33,811	(2,502	)	2007	(A)
1 Savvis Parkway	St. Louis	—		3,301	—	20,639	17		3,301	—	20,656	23,957	(1,552	)	2007	(A)
1500 Space Park Drive	Silicon Valley	42,630	(3)	6,732	—	6,325	45,466		4,106	—	54,417	58,523	(8,012	)	2007	(A)
Cressex 1	London, England	29,486		3,629	—	9,036	25,923		3,104	—	35,484	38,588	(2,499	)	2007	(A)
Naritaweg 52	Amsterdam, Netherlands	—		—	1,192	23,441	(411	)	—	1,171	23,051	24,222	(1,457	)	2007	(A)
1 St. Anne’s Boulevard	London, England	—		2,732	—	5,969	(788	)	2,697	—	5,216	7,913	(279	)	2007	(A)
2 St. Anne’s Boulevard	London, England	—		5,190	—	3,193	619		4,209	—	4,793	9,002	(116	)	2007	(A)

172

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SCHEDULE III

PROPERTIES AND ACCUMULATED DEPRECIATION (continued)

DECEMBER 31, 2009

(In thousands)


				Initial costs			Costs capitalized subsequent to acquisition		Total costs
	Metropolitan Area	Encumbrances		Land	Acquired ground lease	Buildings and improvements	Costs capitalized subsequent to acquisition		Land	Acquired ground lease	Buildings and improvements	Total	Accumulated depreciation and amortization		Date of acquisition (A) or construction (C)
3 St. Anne’s Boulevard	London, England	—		16,401	—	8,844	45,300		13,302	—	57,243	70,545	(201	)	2007	(A)
365 South Randolphville Road	New York / New Jersey	—		3,019	—	17,404	59,052		3,019	—	76,456	79,475	(691	)	2008	(A)
701 & 717 Leonard Street	Dallas	—		2,165	—	9,934	68		2,165	—	10,002	12,167	(385	)	2008	(A)
650 Randolph Road	New York / New Jersey	—		3,986	—	6,883	3,539		3,986	—	10,422	14,408	(1	)	2008	(A)
Manchester Technopark	Manchester, England	8,970		—	—	23,918	(4,504	)	—	—	19,414	19,414	(840	)	2008	(A)
1201 Comstock Street	Silicon Valley	17,737		2,093	—	1,606	25,773		3,398	—	26,074	29,472	(1,953	)	2008	(A)
7505 Mason King Court	Northern Virginia	—		2,390	—	8,257	6,863		2,390	—	15,120	17,510	(659	)	2008	(A)
1550 Space Park Drive	Silicon Valley	—		2,301	—	766	528		1,926	—	1,669	3,595	(1	)	2008	(A)
1525 Comstock Street	Silicon Valley	—		2,293	—	16,216	28,899		2,061	—	45,347	47,408	(1,839	)	2008	(A)
22150 Shellhorn Road Parcel 2	Northern Virginia	—		6,927	—	—	23,395		6,927	—	23,395	30,322	(6	)	2009	(A)
22150 Shellhorn Road Parcel 4E	Northern Virginia	—		8,168	—	—	272		8,168	—	272	8,440	—		2009	(A)
22150 Shellhorn Road Parcel 4F	Northern Virginia	—		5,509	—	—	175		5,509	—	175	5,684	—		2009	(A)
1232 Alma Road	Dallas	6,464		2,267	—	3,740	6,358		2,267	—	10,098	12,365	—		2009	(A)
900 Quality Way	Dallas	655		1,446	—	1,659	5		1,446	—	1,664	3,110	—		2009	(A)
1400 N. Bowser Road	Dallas	1,366		2,041	—	3,389	7		2,041	—	3,396	5,437	—		2009	(A)
1301 International Parkway	Dallas	178		333	—	344	1		333	—	345	678	—		2009	(A)
908 Quality Way	Dallas	5,758		6,730	—	4,493	2,026		6,730	—	6,519	13,249	(53	)	2009	(A)
904 Quality Way	Dallas	407		760	—	744	1		760	—	745	1,505	—		2009	(A)
905 Security Row	Dallas	2,172		4,056	—	1,553	7		4,056	—	1,560	5,616	—		2009	(A)
444 Toyama Drive	Silicon Valley	—		6,213	—	10,954	—		6,213	—	10,954	17,167	(70	)	2009	(A)
1350 Duane	Silicon Valley	52,030	⁽⁴⁾	7,081	—	69,817	—		7,081	—	69,817	76,898	(300	)	2009	(A)
45901 & 45845 Nokes Boulevard	Northern Virginia	—		3,579	—	29,998	—		3,579	—	29,998	33,577	—		2009	(A)
21561 & 21571 Beaumeade Circle	Northern Virginia	—		4,131	—	25,218	—		4,131	—	25,218	29,349	—		2009	(A)
21551 Beaumeade Circle	Northern Virginia	—		3,132	—	—	—		3,132	—	—	3,132	—		2009	(A)
Other		—		—	—	8,298	11,252		—	—	19,550	19,550	(125	)

		1,063,663		394,563	4,113	1,858,707	1,352,939		382,763	2,767	3,224,792	3,610,322	(459,521	)

(1)	The balance shown includes an unamortized premium of $294.

(2)	The balance shown includes an unamortized premium of $986.

(3)	The balance shown includes an unamortized premium of $747.

(4)	The balance shown includes an unamortized discount of $770.

See accompanying report of independent registered public accounting firm.

173

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

NOTES TO SCHEDULE III

PROPERTIES AND ACCUMULATED DEPRECIATION

December 31, 2009

(In thousands)

(1) Tax Cost

The aggregate gross cost of the Operating Partnership’s properties for federal income tax purposes approximated $3,550.9 million (unaudited) as of December 31, 2009.

(2) Historical Cost and Accumulated Depreciation and Amortization

The following table reconciles the historical cost of the Operating Partnership’s properties for financial reporting purposes for each of the years in the three-year period ended December 31, 2009.


	Year Ended December 31,
	2009			2008			2007
Balance, beginning of year	$	3,042,699		$	2,482,104		$	1,819,503
Additions during period (acquisitions and improvements)		568,003			561,293			714,990
Deductions during period (dispositions and write-off of tenant improvements)		(380	)		(698	)		(52,389	)

Balance, end of year	$	3,610,322		$	3,042,699		$	2,482,104

The following table reconciles accumulated depreciation and amortization of the Operating Partnership’s properties for financial reporting purposes for each of the years in the three-year period ended December 31, 2009.


	Year Ended December 31,
	2009			2008			2007
Balance, beginning of year	$	302,960		$	188,125		$	112,479
Additions during period (depreciation and amortization expense)		156,786			115,256			81,344
Deductions during period (dispositions and write-off of tenant improvements)		(225	)		(421	)		(5,698	)

Balance, end of year	$	459,521		$	302,960		$	188,125

Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated financial statements or the notes thereto.

174

Independent Auditors’ Report

The Partners

Digital Realty Trust, L.P.:

We have audited the accompanying combined statement of revenue and certain expenses of the New England Portfolio (the Portfolio), for the year ended December 31, 2009. This combined statement is the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on this combined statement based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the statement. We believe that our audit provides a reasonable basis for our opinion.

The accompanying combined statement of revenue and certain expenses was prepared for the purpose of complying with the rules and regulations of the U.S. Securities and Exchange Commission and for inclusion in the general form for registration of securities on Form 10 of Digital Realty Trust, L.P., as described in note 1. The presentation is not intended to be a complete presentation of the Portfolio’s combined revenues and expenses.

In our opinion, the combined statement of revenue and certain expenses referred to above present fairly, in all material respects, the combined revenue and certain expenses described in note 1 of the New England Portfolio for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ KPMG LLP

San Francisco, California

May 20, 2010

175

New England Portfolio

Combined Statement of Revenue and Certain Expenses

For the Year Ended December 31, 2009

(in thousands)


Revenue:
Rental	$	42,695
Tenant reimbursements		20,633

		63,328

Certain expenses:
Utilities		16,291
Property operating costs		5,298
Property taxes		1,846
Insurance		418

		23,853

Revenue in excess of certain expenses	$	39,475

See accompanying notes to the combined statement of revenue and certain expenses.

176

New England Portfolio

Notes to the Combined Statement of Revenue and Certain Expenses

For the Year Ended December 31, 2009

(1) Basis of Presentation

The accompanying combined statement of revenue and certain expenses includes the revenue and certain expenses of the New England Portfolio, a three-property data center portfolio located in Massachusetts and Connecticut (the “Portfolio”). The Portfolio consists of 55 Middlesex Turnpike, Bedford, Massachusetts and a 100% condominium interest that represents 87.5% of the square footage of 128 First Avenue, Needham, Massachusetts, both located in the Boston metropolitan area, as well as 60-80 Merritt Boulevard, Trumbull, Connecticut.

The accompanying combined statement of revenue and certain expenses, the Portfolio was owned by Sentinel Portfolio, LLC (the “Seller”) for the period presented. The accompanying combined statement of revenue and certain expenses includes the accounts of the Portfolio, and all significant intercompany amounts have been eliminated.

Digital Realty Trust, Inc., through its consolidated operating partnership, Digital Realty Trust, L.P. (collectively the “Company”), acquired the Portfolio on January 22, 2010 for a purchase price of approximately $375.0 million.

The accompanying combined statement of revenue and certain expenses has been prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission for the acquisition of one or more real estate properties which in aggregate are significant and, accordingly, are not representative of the actual results of operations for the periods presented. The Portfolio is considered a group of related properties as the individual properties are under common control and management by the Seller and the acquisition of a single property in the Portfolio was conditional on the acquisition of the other properties. Therefore, a single combined statement of revenue and certain expenses is presented. The combined statement of revenue and certain expenses excludes the following expenses which may not be comparable to the proposed future operations of the Portfolio:

•

Depreciation and amortization

•

Income taxes

•

Interest expense

•

Management fees paid to related parties

•

Payroll and other costs not directly related to the proposed future operations of the Portfolio.

Management is not aware of any material factors relating to the Portfolio other than those already described above that would cause the reported financial information not to be necessarily indicative of future operating results.

(2) Summary of Significant Accounting Policies and Practices

(a) Revenue Recognition

Rental revenue is recognized on a straight-line basis over the term of the respective leases. The straight-line rent adjustment for minimum rents increased base contractual rental revenue by $3.5 million for the year ended December 31, 2009.

(b) Use of Estimates

Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenue and certain expenses during the reporting period to prepare the combined statement of revenue and certain expenses in conformity with U.S. generally accepted accounting principles. Actual results could differ from those estimates.

177

(3) Minimum Future Lease Rentals

Future minimum rentals to be received under non-cancelable agreements in effect as of December 31, 2009 are as follows:


Year ended December 31:
(in thousands)
2010	$	41,390
2011		40,408
2012		38,628
2013		35,726
2014		33,874
Thereafter		170,283

	$	360,309

(4) Tenant Concentrations

Pfizer and RBS Greenwich accounted for $12.0 million and $7.2 million or 19.0% and 11.4% , respectively, of the Portfolio’s combined revenues for the year ended December 31, 2009. No other tenant comprised more than 10% of the Portfolio’s combined revenues for the year ended December 31, 2009.

(5) Related Party Transactions

An affiliate entity of the Seller, Sentinel Critical Operations, LLC, served as the employer of employees that worked at the Portfolio properties. Employee payroll costs were charged to each property based on time worked at each property. Property operating costs in the accompanying combined statement of revenue and certain expenses include approximately $3.0 million of employee payroll costs for the year ended December 31, 2009.

(6) Subsequent Events

The Company has evaluated subsequent events related to the Portfolio for recognition or disclosure through May 20, 2010, which is the date the combined statement was available to be issued and determined that there are no other items to disclose.

178

Independent Auditors’ Report

Members

Rockwood Predecessor Data Centers

We have audited the accompanying combined statement of revenue and certain expenses (as described in Note 1) of the Rockwood Predecessor Data Centers (the “Portfolio”), for the year ended December 31, 2009. This combined statement of revenue and certain expenses is the responsibility of the Portfolio’s management. Our responsibility is to express an opinion on the combined statement of revenue and certain expenses based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the statement of revenue and certain expenses is free of material misstatement. We were not engaged to perform an audit of the Portfolio’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Portfolio’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the combined statement of revenue and certain expenses, assessing the accounting principles used, and significant estimates made by management, as well as evaluating the overall combined financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

The accompanying statement of revenue and certain expenses of the Portfolio were prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission as described in Note 1, and are not intended to be a complete presentation of the revenue and expenses of the Portfolio.

In our opinion, the statement of revenue and certain expenses referred to above presents fairly, in all material respects, the combined revenue and certain expenses, as described in Note 1 of the Rockwood Predecessor Data Centers for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP

San Francisco, California

May 26, 2010,

except for Notes 1 and 6,

as to which the date is

August 30, 2010

179

ROCKWOOD PREDECESSOR DATA CENTERS

Combined Statements of Revenue and Certain Expenses

(In Thousands)


	Six Months Ended June 30, 2010		Year Ended December 31, 2009
	(Unaudited)
Revenue:
Rental	$	46,205	$	83,848
Tenant reimbursements		14,617		33,761

		60,822		117,609

Certain expenses:
Utilities		12,602		25,019
Property operating costs		9,714		19,901
Property taxes		1,203		3,406
Insurance		353		629

		23,872		48,955

Revenue in excess of certain expenses	$	36,950	$	68,654

See accompanying notes.

180

ROCKWOOD PREDECESSOR DATA CENTERS

Notes to the Combined Statements of Revenue and Certain Expenses

For the Year Ended December 31, 2009 and for the Six Months

Ended June 30, 2010 (unaudited)

1. Basis of Presentation

The accompanying combined statements of revenue and certain expenses include the revenue and certain expenses of the Rockwood Predecessor Data Centers, a five-property data center portfolio (the Portfolio) located at 365 Main Street in San Francisco, California, 720 2^nd Street in Oakland, California, 2260 El Segundo Boulevard in El Segundo, California, 2121 South Price Road in Chandler, Arizona and 4030-4050 Lafayette Center Drive in Chantilly, Virginia.

A wholly owned subsidiary of Digital Realty Trust, Inc. (the Owner) acquired the Portfolio on July 13, 2010 for approximately $725.0 million. The accompanying combined statements of revenue and certain expenses include the accounts of the Portfolio, and all significant intercompany amounts have been eliminated.

The accompanying combined statements of revenue and certain expenses have been prepared for the purpose of complying with Rule 3-14 of Regulation S-X of the U.S. Securities and Exchange Commission for the acquisition of one or more real estate properties which in aggregate are significant and, accordingly, are not representative of the actual results of operations for the periods presented. The Portfolio is considered a group of related properties as the individual properties are under common control and management by the Owner and the acquisition of a single property in the Portfolio was conditional on the acquisition of the other properties. Therefore, a single combined statement of revenue and certain expenses is presented for each of the periods. The combined statements of revenue and certain expenses exclude the following items which may not be comparable to the proposed future operations of the Portfolio:

•

Amortization of in-place leases

•

Customer installation revenue and costs

•

Depreciation and amortization

•

Income taxes

•

Interest expense

181

ROCKWOOD PREDECESSOR DATA CENTERS

Notes to the Combined Statements of Revenue

and Certain Expenses (continued)

1. Basis of Presentation (continued)

•

Management fees paid to related parties

•

Bad debt expense related to a terminated tenant

•

Other costs not directly related to the proposed future operations of the Portfolio

Management is not aware of any material factors relating to the Portfolio, other than those already described in this report that would cause the reported financial information not to be necessarily indicative of future operating results.

2. Summary of Significant Accounting Policies and Practices

Revenue Recognition

Rental revenue is recognized on a straight-line basis over the term of the respective leases. The straight-line rent adjustment decreased base contractual rental revenue by approximately $0.8 million (unaudited) for the six months ended June 30, 2010 and increased base contractual rental revenue by approximately $6.7 million for the year ended December 31, 2009. Tenant reimbursements for real estate taxes, common area maintenance, and other recoverable costs are recognized in the period the expenses are incurred.

Use of Estimates

Management has made a number of estimates and assumptions relating to the reporting and disclosure of revenue and certain expenses during the reporting period to prepare the combined statements of revenue and certain expenses in conformity with U.S. generally accepted accounting principles. Actual results could differ from those estimates.

Unaudited Information

The combined statement of revenue and certain expenses for the six months ended June 30, 2010 is unaudited. In the opinion of management, such statement reflects all adjustments necessary for a fair presentation of the results of this period. All such adjustments are of a normal recurring nature.

182

ROCKWOOD PREDECESSOR DATA CENTERS

Notes to the Combined Statements of Revenue

and Certain Expenses (continued)

3. Minimum Future Lease Rentals

Future minimum rentals to be received under non-cancelable agreements in effect as of December 31, 2009 are as follows:


Year ended December 31 (in thousands):
2010	$	88,943
2011		75,275
2012		62,335
2013		44,735
2014		29,973
Thereafter		68,053

	$	369,314

Subsequent to December 31, 2009, management completed negotiations with a tenant of one of the data centers to terminate its long-term lease, which was originally set to expire on August 31, 2014. Management is currently working with existing and prospective tenants to re-lease this space. Total revenue included in the table above related to this tenant is $4,132,657. Total revenue included in the combined statements of revenue and certain expenses for this tenant was $1.1 million and $0.3 million, respectively, for the year ended December 31, 2009 and the six months ended June 30, 2010 (unaudited).

4. Tenant Concentrations

For the six months ended June 30, 2010 and the year ended December 31, 2009, one tenant accounted for 15% (unaudited) and 16%, respectively, of rental income.

5. Related Party Transactions

Pursuant to its operating and management agreements, the Portfolio reimbursed its affiliates, Rockwood Capital, LLC, 365 Main, Inc. (the manager of each of the data centers), and Union Property Capital for any costs incurred on behalf of the Portfolio. For the six months ended June 30, 2010 and the year ended December 31, 2009, total reimbursable expenses incurred were $2.4 million (unaudited) and $3.9 million, respectively.

183

ROCKWOOD PREDECESSOR DATA CENTERS

Notes to the Combined Statements of Revenue

and Certain Expenses (continued)

5. Related Party Transactions (continued)

Certain members of management of 365 Main, Inc. were owners and management of two vendors that provided services to the Portfolio. During the six months ended June 30, 2010 and the year ended December 31, 2009, total expenses for services provided by these vendors were $1.4 million (unaudited) and $2.4 million, respectively.

6. Subsequent Events

A wholly owned subsidiary of Digital Realty Trust, Inc. (the Owner) acquired the Portfolio on July 13, 2010 for approximately $725.0 million. We have evaluated subsequent events related to the Portfolio for recognition or disclosure through August 30, 2010, which is the date the combined statements of revenue and certain expenses were available to be issued and determined that there are no other items to disclose.

184

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Financial Statements

(Unaudited)

The following unaudited pro forma condensed consolidated financial statements give effect to the acquisitions of the New England Portfolio, a three-property data center portfolio located in Massachusetts and Connecticut that was acquired on January 22, 2010, and the Rockwood Capital/365 Main Portfolio, a five-property data center portfolio located in California, Arizona, and Virginia, that was acquired on July 13, 2010, along with the related financings.

The unaudited pro forma condensed consolidated balance sheet of Digital Realty Trust, L.P. and subsidiaries (the “Operating Partnership”) as of June 30, 2010 is presented as if the acquisition of the Rockwood Capital/365 Main Portfolio along with the related financings occurred on June 30, 2010. The acquisition closed on July 13, 2010. The related financings consisted of: $370.6 million in net proceeds from the sale by the Operating Partnership on July 8, 2010 of $375.0 million aggregate principal amount of its 4.50% notes due 2015, $25.0 million from borrowings under the Operating Partnership’s existing revolving credit facility, and cash of $329.4 million. The cash was principally generated from $329.4 million of the net proceeds from the sale by Digital Realty Trust, Inc. (the “General Partner”) on June 8, 2010 of 6.9 million shares of the General Partner’s common stock, the $377.1 million in net proceeds of which were contributed to the Operating Partnership in exchange for the issuance of 6.9 million common units. The acquisition of the New England Portfolio took place on January 22, 2010. Our related financings consisted of the issuance of $500 million aggregate principal amount of 5.875% notes due 2020 that closed on January 28, 2010 and additional borrowings under our existing revolving credit facility. Accordingly, the acquisition of the New England Portfolio and the related financings are included in the Operating Partnership’s historical condensed consolidated balance sheet as of June 30, 2010. The unaudited pro forma condensed consolidated statements of operations for the six months ended June 30, 2010 and the year ended December 31, 2009 are presented as if the acquisitions of the New England Portfolio and the Rockwood Capital/365 Main Portfolio occurred on January 1, 2009, along with the related financings.

This pro forma information should be read in conjunction with the historical consolidated financial statements of the Operating Partnership as of June 30, 2010 and December 31, 2009, and the notes thereto. The unaudited pro forma condensed consolidated financial statements are prepared for informational purposes only and are not necessarily indicative of what the actual financial position or results of operations would have been had we completed these transactions as of the beginning of the periods presented, nor is it necessarily indicative of future results. In addition, the pro forma condensed consolidated balance sheet includes pro forma allocations of the purchase price of the Rockwood Capital/365 Main Portfolio based upon preliminary estimates of the fair value of the assets and liabilities acquired in connection with the acquisition. These allocations may be adjusted in the future upon completion of the acquisition and finalization of these preliminary estimates.

185

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Balance Sheet

June 30, 2010

(unaudited in thousands)


	Company Historical			Acquisition of Rockwood Capital/365 Main Portfolio			Financing Transactions		Company Pro Forma
	(A)			(B)			(C)
Assets
Net investments in real estate	$	3,548,642		$	650,219		$	—	$	4,198,861
Cash and cash equivalents		342,623			(725,000	)		395,600		13,223
Accounts and other receivables, net		52,174			—			—		52,174
Deferred rent		164,994			—			—		164,994
Acquired above market leases, net		31,633			26,973			—		58,606
Acquired in place lease value and deferred leasing costs, net		259,548			80,418			—		339,966
Deferred financing costs, net		20,477			—			3,264		23,741
Restricted cash		35,814			—			—		35,814
Other assets		45,127			—			—		45,127

Total assets	$	4,501,032		$	32,610		$	398,864	$	4,932,506

Liabilities and Capital
Revolving credit facility	$	11,628		$	—		$	25,000	$	36,628
Unsecured senior notes		200,000			—			—		200,000
4.500% notes due 2015, net of discount		—			—			373,864		373,864
5.875% notes due 2020, net of discount		491,746			—			—		491,746
4.125% exchangeable senior debentures due 2026, net of discount		131,681			—			—		131,681
5.50% exchangeable senior debentures due 2029		266,400			—			—		266,400
Mortgage loans		1,023,255			—			—		1,023,255
Accounts payable and other accrued liabilities		196,491			—			—		196,491
Accrued dividends and distributions		—			—			—		—
Acquired below market leases, net		85,060			32,610			—		117,670
Security deposits and prepaid rents		62,882			—			—		62,882

Total liabilities		2,469,143			32,610			398,864		2,900,617

Capital:
Partners’ capital:
General partner:
Preferred		662,314			—			—		662,314
Common		1,358,543			—			—		1,358,543
Limited partners		59,512			—			—		59,512
Accumulated other comprehensive loss, net		(70,845	)		—			—		(70,845	)

Total partners’ capital		2,009,524			—			—		2,009,524

Noncontrolling interests in consolidated joint ventures		22,365			—			—		22,365

Total capital		2,031,889			—			—		2,031,889

Total liabilities and capital	$	4,501,032		$	32,610		$	398,864	$	4,932,506

See accompanying notes to pro forma condensed consolidated financial statements.

186

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Operations

For the Six Months Ended June 30, 2010

(unaudited)

(in thousands, except unit and per unit data)


	Company Historical			Acquisition of New England Portfolio		Acquisition of Rockwood Capital/365 Main Portfolio		Financing Transactions			Company Pro Forma
	(AA)			(BB)		(CC)		(DD)
Operating Revenues:
Rental	$	310,588		$	3,001	$	48,203	$	—		$	361,792
Tenant reimbursements		78,655			977		14,617		—			94,249

Total operating revenues		389,243			3,978		62,820		—			456,041


Operating Expenses:
Rental property operating and maintenance		107,648			1,393		22,316		—			131,357
Property taxes		25,469			383		4,041		—			29,893
Insurance		3,581			12		353		—			3,946
Depreciation and amortization		117,392			966		23,360		—			141,718
General and administrative		23,093			—		—		—			23,093
Transactions		2,548			—		—		—			2,548
Other		167			—		—		—			167

Total operating expenses		279,898			2,754		50,070		—			332,722

Operating income		109,345			1,224		12,750		—			123,319

Other Income (Expenses):
Equity in earnings of unconsolidated joint venture		2,933			—		—		—			2,933
Interest and other income		65			—		—		—			65
Interest expense		(64,064	)		—		—		(11,258	)		(75,322	)
Tax expense		(1,250	)		—		—		—			(1,250	)
Loss from early extinguishment of debt		(1,541	)		—		—		—			(1,541	)

Net income		45,488			1,224		12,750		(11,258	)		48,204

Net loss attributable to noncontrolling interests in consolidated joint ventures		82			—		—		—			82

Net income attributable to Digital Realty Trust, L.P.		45,570			1,224		12,750		(11,258	)		48,286
Preferred unit distributions		(20,202	)		—		—		—			(20,202	)

Net income available to common unitholders	$	25,368		$	1,224	$	12,750	$	(11,258	)	$	28,084


Pro forma net income per unit available to common unitholders:
Basic											$	0.31
Diluted											$	0.31


Pro forma weighted average common units outstanding ⁽¹⁾:
Basic												89,960,569
Diluted												91,948,787

See accompanying notes to pro forma condensed consolidated financial statements.

(1)

Includes historical basic and diluted weighted average common units outstanding for the six months ended June 30, 2010 of 84,699,431 and 86,687,649, respectively, adjusted for the additional weighted average common units assuming the 6,027,000 common units were issued on January 1, 2009 as opposed to June 8, 2010. The issuance of approximately 6,027,000 units of our common units was based on the proportion of net proceeds used to acquire the Rockwood Capital/365 Main Portfolio as compared to the total net proceeds generated from the 6,900,000 common units issued on June 8, 2010.

187

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2009

(unaudited)

(in thousands, except unit and per unit data)


	Company Historical			Acquisition of New England Portfolio		Acquisition of Rockwood Capital/ 365 Main Portfolio		Financing Transactions			Company Pro Forma
	(AA)			(BB)		(CC)		(DD)
Operating Revenues:
Rental	$	510,772		$	45,918	$	89,040	$	—		$	645,730
Tenant reimbursements		125,308			20,633		33,761		—			179,702
Other		1,062			—		—		—			1,062

Total operating revenues		637,142			66,551		122,801		—			826,494


Operating Expenses:
Rental property operating and maintenance		176,238			21,589		44,920		—			242,747
Property taxes		36,004			6,660		8,082		—			50,746
Insurance		6,111			418		629		—			7,158
Depreciation and amortization		198,052			15,579		46,720		—			260,351
General and administrative		42,165			—		—		—			42,165
Other		783			—		—		—			783

Total operating expenses		459,353			44,246		100,351		—			603,950

Operating income		177,789			22,305		22,450		—			222,544

Other Income (Expenses):
Equity in earnings of unconsolidated joint venture		2,172			—		—		—			2,172
Interest and other income		753			—		—		—			753
Interest expense		(88,442	)		—		—		(47,386	)		(135,828	)
Tax expense		(1,038	)		—		—		—			(1,038	)

Net income		91,234			22,305		22,450		(47,386	)		88,603

Net income attributable to noncontrolling interests in consolidated joint ventures		(140	)		—		—		—			(140	)

Net income attributable to Digital Realty Trust, L.P.		91,094			22,305		22,450		(47,386	)		88,463
Preferred unit distributions		(40,404	)		—		—		—			(40,404	)

Net income available to common unitholders	$	50,690		$	22,305	$	22,450	$	(47,386	)	$	48,059


Pro forma net income per unit available to common unitholders:
Basic											$	0.55
Diluted											$	0.54


Pro forma weighted average common units outstanding ^( 1):
Basic												87,742,226
Diluted												88,812,746

See accompanying notes to pro forma condensed consolidated financial statements.

(1)

Includes historical basic and diluted weighted average common units outstanding for the year ended December 31, 2009 of 81,715,226 and 82,785,746, respectively, adjusted for the additional weighted average common units assuming the 6,027,000 common units were issued on January 1, 2009 as opposed to June 8, 2010. The issuance of approximately 6,027,000 units of our common units was based on the proportion of net proceeds used to acquire the Rockwood Capital/365 Main Portfolio as compared to the total net proceeds generated from the 6,900,000 common units issued on June 8, 2010.

188

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)

(Dollar amounts in thousands)

1. Adjustments to the Pro Forma Condensed Consolidated Balance Sheet

Digital Realty Trust, L.P. and subsidiaries (the “Operating Partnership”) is the entity through which Digital Realty Trust, Inc. (the “General Partner”) conducts its business and owns its assets. Our General Partner operates as a real estate investment trust, or REIT, for federal income tax purposes. We refer to our General Partner together with its consolidated subsidiaries (including us) as “our company.” Our company is engaged in the business of owning, acquiring, developing, redeveloping and managing technology-related real estate. Our company is focused on providing Turn-Key Datacenter ^® and Powered Base Building ^® datacenter solutions for domestic and international tenants across a variety of industry verticals ranging from information technology and Internet enterprises, to manufacturing and financial services.

Our pro forma condensed consolidated balance sheet is presented as if the acquisition of the Rockwood Capital/365 Main Portfolio, which closed on July 13, 2010, occurred on June 30, 2010 along with the related financings. The related financings consisted of: $370.6 million in net proceeds from the sale by the Operating Partnership on July 8, 2010 of $375.0 million aggregate principal amount of its 4.50% notes due 2015, and $25.0 million from borrowings under the Operating Partnership’s existing revolving credit facility. The adjustments to our pro forma condensed consolidated balance sheet as of June 30, 2010 are as follows:

(A) Company Historical

Company historical reflects the Operating Partnership’s historical condensed consolidated balance sheet as of June 30, 2010.

(B) Acquisition of Rockwood Capital/365 Main Portfolio

The pro forma adjustments, based on our preliminary estimates for allocation of the purchase price, are as follows (in thousands):


Assets acquired:
Investments in real estate, net	$	650,219
Acquired above market leases		26,973
Acquired in place lease value		80,418

Liabilities acquired:
Acquired below market leases		(32,610	)

Cash paid to acquire the property	$	725,000

(C) Financing Transactions

Reflects: i) proceeds of approximately $373.9 million due to the issuance of the 4.50% notes due 2015, net of discount, ii) incurrence of deferred financing costs related to the 4.50% notes due 2015 of approximately $3.3 million, and iii) additional borrowings of $25.0 million under our existing revolving credit facility, all in connection with the acquisition of the Rockwood Capital/365 Main Portfolio.

189

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)—(Continued)

(Dollar amounts in thousands)

2. Adjustments to Pro Forma Condensed Consolidated Statements of Operations for the six months ended June 30, 2010 and year ended December 31, 2009

Our pro forma condensed consolidated statements of operations for the six months ended June 30, 2010 and the year ended December 31, 2009 are presented as if the acquisition of the New England Portfolio that closed on January 22, 2010 and the acquisition of the Rockwood Capital/365 Main Portfolio that closed on July 13, 2010, occurred on January 1, 2009, along with the related financings. Our financings consist of the issuance of $500 million aggregate principal amount of 5.875% notes due 2020 which closed on January 28, 2010 and the net pay down on the revolving credit facility with funds received from the issuance of the 5.875% notes due 2020. Our financings also consist of $370.6 million in net proceeds from the sale by the Operating Partnership on July 8, 2010 of $375.0 million aggregate principal amount of its 4.50% notes due 2015, and $25.0 million from borrowings under the Operating Partnership’s existing revolving credit facility. The pro forma adjustments to our condensed consolidated statements of operations for the six months ended June 30, 2010 and the year ended December 31, 2009 are as follows:

(AA) Company Historical

Reflects the Operating Partnership’s historical condensed consolidated statements of operations for the six months ended June 30, 2010 and for the year ended December 31, 2009.

(BB) Acquisition of the New England Portfolio

The pro forma adjustments to the condensed consolidated statement of operations for the six months ended June 30, 2010 reflect the acquisition of the New England Portfolio, which closed on January 22, 2010. The pro forma adjustments are based on actual operating results after acquisition and represent the 21 days in January 2010 that we did not own the New England Portfolio and therefore were not recorded in the Operating Partnership’s historical condensed consolidated statements of operations for the six months ended June 30, 2010.

New England Portfolio

For the period from January 1, 2010 through January 21, 2010


	Historical combined revenues and certain expenses and purchase adjustments
Operating Revenues:
Rental	$	3,001
Tenant reimbursements		977

Total operating revenues		3,978


Operating Expenses:
Rental property operating and maintenance		1,393
Property taxes		383
Insurance		12
Depreciation and amortization		966


Total operating expenses		2,754


Operating income	$	1,224

190

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)—(Continued)

(Dollar amounts in thousands)

The pro forma adjustments to the condensed consolidated statement of operations for the year ended December 31, 2009 reflect the acquisition of the New England Portfolio, which closed on January 22, 2010, as if the acquisition occurred on January 1, 2009. The pro forma adjustments are as follows (in thousands):

New England Portfolio

Year Ended December 31, 2009


	Historical combined revenues and certain expenses (1)		Adjustments resulting from purchasing the New England Portfolio			Pro Forma Adjustments
Operating Revenues:
Rental	$	42,695	$	3,223	(2)	$	45,918
Tenant reimbursements		20,633		—			20,633

Total operating revenues		63,328		3,223			66,551


Operating Expenses:
Rental property operating and maintenance		21,589		—			21,589
Property taxes		1,846		4,814	(3)		6,660
Insurance		418		—			418
Depreciation and amortization		—		15,579	(4)		15,579


Total operating expenses		23,853		20,393			44,246


Operating income	$	39,475	$	(17,170	)	$	22,305

(1)	Historical combined statement of revenues and certain expenses reported in accordance with Rule 3-14 of Regulation S-X.

(2)	Includes a $2.0 million adjustment to amortize acquired above and below market lease intangibles and a $1.2 million adjustment to reflect straight-line revenue as if the acquisition of the Portfolio had been acquired on January 1, 2009.

(3)	Pro forma property tax expense of $4.8 million was calculated based on the purchase price of the Portfolio and county property tax rates for the three buildings of the New England Portfolio in excess of the historical property tax expense as if they had been acquired on January 1, 2009.

(4)	Includes a $8.6 million adjustment to record depreciation expense on acquired tangible assets and a $7.0 million adjustment to amortize acquired in place lease value intangible assets, as if the Portfolio had been acquired on January 1, 2009.

191

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES

Notes to Pro Forma Condensed Consolidated Financial Statements (unaudited)—(Continued)

(Dollar amounts in thousands)

(CC) Acquisition of the Rockwood Capital/365 Main Portfolio

The pro forma adjustments to the condensed consolidated statement of operations for the six months ended June 30, 2010 reflect the acquisition of the Rockwood Capital/365 Main Portfolio, which closed on July 13, 2010, as if the acquisition closed on January 1, 2009. The pro forma adjustments are as follows (in thousands):

Rockwood Capital/365 Main Portfolio

Six Months Ended June 30, 2010


	Historical combined revenues and certain expenses (1)		Adjustments resulting from purchasing the Rockwood Capital/365 Main Portfolio			Pro Forma Adjustments
Operating Revenues:
Rental	$	46,205	$	1,998	(2)	$	48,203
Tenant reimbursements		14,617		—			14,617


Total operating revenues		60,822		1,998			62,820


Operating Expenses:
Rental property operating and maintenance		22,316		—			22,316
Property taxes		1,203		2,838	(3)		4,041
Insurance		353		—			353
Depreciation and amortization		—		23,360	(4)		23,360


Total operating expenses		23,872		26,198			50,070


Operating income	$	36,950	$	(24,200	)	$	12,750

(1)	Historical combined statement of revenues and certain expenses reported in accordance with Rule 3-14 of Regulation S-X.

(2)	Includes a $2.9 million adjustment to reflect straight-line revenue and a ($0.9) million adjustment to amortize acquired above and below market lease intangibles as if the Portfolio had been acquired on January 1, 2009.

(3)	Pro forma property tax expense of $2.8 million was calculated based on the purchase price and the county property tax rates for the five properties of the Rockwood Capital/365 Main Portfolio in excess of the historical property tax expense as if they had been acquired on January 1, 2009.

(4)	Includes a $15.1 million adjustment to amortize acquired in place lease value intangible assets and a $8.3 million adjustment to record depreciation expense on acquired tangible assets as if the Portfolio had been acquired on January 1, 2009.

192

The pro forma adjustments to the condensed consolidated statement of operations for the year ended December 31, 2009 reflect the acquisition of the Rockwood Capital/365 Main Portfolio, which closed on July 13, 2010, as if the acquisition closed on January 1, 2009. The pro forma adjustments are as follows (in thousands):

Rockwood Capital/365 Main Portfolio

Year Ended December 31, 2009


	Historical combined revenues and certain expenses (1)		Adjustments resulting from purchasing the Rockwood Capital/365 Main Portfolio			Pro Forma Adjustments
Operating Revenues:
Rental	$	83,848	$	5,192	(2)	$	89,040
Tenant reimbursements		33,761		—			33,761


Total operating revenues		117,609		5,192			122,801


Operating Expenses:
Rental property operating and maintenance		44,920		—			44,920
Property taxes		3,406		4,676	(3)		8,082
Insurance		629		—			629
Depreciation and amortization		—		46,720	(4)		46,720

Total operating expenses		48,955		51,396			100,351

Operating income	$	68,654	$	(46,204	)	$	22,450

(1)	Historical combined statement of revenues and certain expenses reported in accordance with Rule 3-14 of Regulation S-X.

(2)	Includes a $7.1 million adjustment to reflect straight-line revenue and a ($1.9) million adjustment to amortize acquired above and below market lease intangibles as if the Portfolio had been acquired on January 1, 2009.

(3)	Pro forma property tax expense of $4.7 million was calculated based on the purchase price and the county property tax rates for the five properties of the Rockwood Capital/365 Main Portfolio in excess of the historical property tax expense as if they had been acquired on January 1, 2009.

(4)	Includes a $30.2 million adjustment to amortize acquired in place lease value intangible assets and a $16.5 million adjustment to record depreciation expense on acquired tangible assets as if the Portfolio had been acquired on January 1, 2009.

193

(DD) Financing Transactions

Reflects the pro forma increase in interest expense for the six months ended June 30, 2010 and the year ended December 31, 2009. Our financings consist of $487.1 million in net proceeds from the issuance of $500 million aggregate principal amount of 5.875% notes due 2020, $370.6 million in net proceeds from the sale by the Operating Partnership on July 8, 2010 of $375.0 million aggregate principal amount of its 4.50% notes due 2015, and $25.0 million from borrowings under the Operating Partnership’s existing revolving credit facility. The adjustments reflect the increase in interest expense as follows (in thousands):


Financing	Principal balance used in pro forma adjustment			Interest rate	Pro forma interest expense adjustment six months ended June 30, 2010			Pro forma interest expense adjustment year ended December 31, 2009
5.875% notes due 2020	$	500,000	(1)	5.875%	$	2,203	(3)	$	29,375
Amortization of loan discount and deferred financing costs		(12,900	)(1)			97	(3)		1,290
Net decrease in principal balance of revolving credit facility related to the application of the excess proceeds from the 5.875% notes due 2020, in excess of the New England Portfolio purchase price		(101,527	)	1-month LIBOR +1.1%(2)		(127	)(3)		(1,372	)
4.50% notes due 2015		375,000	(4)	4.50%		8,438			16,875
Amortization of loan discount and deferred financing costs		(4,400	)(4)			440			880
Net increase in principal balance of revolving credit facility related to the Rockwood Capital/365 Main Portfolio		25,000		1-month LIBOR +1.1%(2)		207			338

					$	11,258		$	47,386

(1)

On January 28, 2010, the Operating Partnership closed the issuance of $500.0 million aggregate principal amount of 5.875% notes due 2020. The purchase price paid by the initial purchasers was 98.296% of the principal amount thereof, resulting in original issue discount of $8.5 million and deferred financing costs of $4.4 million.

(2)

The average 1-month LIBOR +1.10% interest rate on our revolving credit facility was 1.66% for the six months ended June 30, 2010. The average 1-month LIBOR +1.10% interest rate on our revolving credit facility was 1.35% for the year ended December 31, 2009. A ¹/8 percentage point change in the LIBOR rate would result in a combined adjustment to net income for both items above of approximately ($6,000) and $96,000 for the six months ended June 30, 2010 and the year ended December 31, 2009, respectively.

(3)	Reflects 27 days not recorded in the Operating Partnership’s historical results for the six months ended June 30, 2010, since the transaction closed on January 28, 2010.

(4)

On July 8, 2010, the Operating Partnership closed the issuance of $375.0 million aggregate principal amount of 4.50% notes due 2015. The purchase price paid by the initial purchasers was 99.697% of the principal amount thereof, resulting in original issue discount of approximately $1.1 million and deferred financing costs of $3.3 million.

194

ITEM 14.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 15.

FINANCIAL STATEMENTS AND EXHIBITS

Financial Statements

See Item 13.

Exhibits


Exhibit Number		Description
2.1		Purchase and Sale Agreement, dated as of December 24, 2009, by and among Sentinel Properties—Needham, LLC, SP—Needham I, LLC and Digital Realty Trust, L.P. (incorporated by reference to Exhibit 2.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on December 31, 2009).
2.2		Purchase and Sale Agreement, dated as of December 24, 2009, by and between Sentinel Properties—Bedford, LLC and Digital Realty Trust, L.P. (incorporated by reference to Exhibit 2.2 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on December 31, 2009).
2.3		Purchase and Sale Agreement, dated as of December 24, 2009, by and between Sentinel Properties—Trumbull, LLC and Digital Realty Trust, L.P. (incorporated by reference to Exhibit 2.3 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on December 31, 2009).
2.4		Asset Purchase Agreement, dated as of June 1, 2010, by and among MainRock II Chandler, LLC, MainRock II Chantilly, LLC, MainRock, LLC, 365 Jack London Square, LLC and Rincon 365 Borrower, LLC, collectively, as the Sellers, and Digital Realty Trust, L.P., as the Purchaser (incorporated by reference to Exhibit 2.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on June 2, 2010).
2.5		First Amendment to Asset Purchase Agreement, dated as of June 16, 2010, by and among MainRock II Chandler, LLC, MainRock II Chantilly, LLC, MainRock, LLC, 365 Jack London Square, LLC and Rincon 365 Borrower, LLC, collectively, as the Sellers, and Digital Realty Trust, L.P., as the Purchaser (previously filed).
2.6		Second Amendment to Asset Purchase Agreement, dated as of June 17, 2010, by and among MainRock II Chandler, LLC, MainRock II Chantilly, LLC, MainRock, LLC, 365 Jack London Square, LLC and Rincon 365 Borrower, LLC, collectively, as the Sellers, and Digital Realty Trust, L.P., as the Purchaser (previously filed).
2.7		Third Amendment to Asset Purchase Agreement, dated as of June 18, 2010, by and among MainRock II Chandler, LLC, MainRock II Chantilly, LLC, MainRock, LLC, 365 Jack London Square, LLC and Rincon 365 Borrower, LLC, collectively, as the Sellers, and Digital Realty Trust, L.P., as the Purchaser (previously filed).
3.1		Certificate of Limited Partnership (previously filed).
3.2		Eighth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P. (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on April 13, 2009).
3.3		Specimen Certificate for Common Units of Digital Realty Trust, L.P (previously filed).
4.1		Indenture, dated as of August 15, 2006, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 4.125% Exchangeable Senior Debentures due 2026 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on August 21, 2006).
4.2		Indenture, dated as of April 20, 2009, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 5.50% Exchangeable Senior Debentures due 2029 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on April 22, 2009).
4.3		Registration Rights Agreement, dated as of October 27, 2004, by and among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and the Unit Holders, as defined therein (incorporated by reference to Exhibit 10.2 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
4.4		Registration Rights Agreement, dated August 15, 2006, among Digital Realty Trust, L.P., Digital Realty Trust, Inc. and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on August 21, 2006).
4.5		Registration Rights Agreement, dated April 20, 2009, among Digital Realty Trust, L.P., Digital Realty Trust, Inc. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on April 22, 2009).

195


Exhibit Number		Description
4.6		Indenture, dated as of January 28, 2010, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wilmington Trust FSB, as trustee, including the form of 5.875% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on January 29, 2010).
4.7		Registration Rights Agreement, dated January 28, 2010, among Digital Realty Trust, L.P., Digital Realty Trust, Inc., Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.2 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on January 29, 2010).
4.8		Indenture, dated as of July 8, 2010, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, including the form of 4.50% Notes due 2015 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on July 12, 2010).
4.9		Registration Rights Agreement, dated July 8, 2010, among Digital Realty Trust, L.P., Digital Realty Trust, Inc., Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated (incorporated by reference to Exhibit 4.2 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on July 12, 2010).
10.1		Contribution Agreement, dated as of July 31, 2004, by and among Digital Realty Trust, L.P., San Francisco Wave eXchange, LLC, Santa Clara Wave eXchange, LLC and eXchange colocation, LLC (incorporated by reference to Exhibit 10.12 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on September 17, 2004).
10.2		Revolving Credit Agreement, dated as of August 31, 2007, among Digital Realty Trust, L.P., as borrower, Digital Realty Trust, Inc., as parent guarantor, the subsidiary guarantors named therein, Citicorp North America, Inc., as administrative agent, KeyBank National Association, as syndication agent, Citigroup Global Markets Inc. and KeyBanc Capital Markets, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein.*
10.3		Form of Profits Interest Units Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
10.4		Form of Digital Realty Trust, Inc. Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.45 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
10.5		Form of 2008 Class C Profits Interest Units Agreement (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 9, 2007).
10.6		First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Appendix A to Digital Realty Trust, Inc.’s definitive proxy statement on Schedule 14A filed on March 30, 2007).
10.7		Amendment No. 1 to the Revolving Credit Agreement, dated as of February 6, 2008, among Digital Realty Trust, L.P., Citicorp North America, Inc., as administrative agent, the financial institutions named therein, KeyBank National Association, as syndication agent, and Citigroup Global Markets Inc. and KeyBanc Capital Markets, as the arrangers (previously filed).
10.8		Form of 2008 Performance-Based Profits Interest Units Agreement (incorporated by reference to Exhibit 10.3 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2008).
10.9		First Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2008).
10.10		Amendment No. 2 to the Revolving Credit Agreement, dated as of June 13, 2008, among Digital Realty Trust, L.P., Citicorp North America, Inc., as administrative agent, the financial institutions named therein, KeyBank National Association, as syndication agent, and Citigroup Global Markets Inc. and KeyBanc Capital Markets, as the arrangers (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2008).

*	Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

196


Exhibit Number		Description

10.11		Note Purchase and Private Shelf Agreement, dated as of July 24, 2008, among Digital Realty Trust, L.P., Prudential Investment Management, Inc. and the Prudential Affiliates named therein (incorporated by reference to Exhibit 10.2 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2008).

10.12		Second Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 6, 2009).

10.13		Third Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2009).

10.14		Form of Indemnification Agreement by and between Digital Realty Trust, Inc. and its directors and officers (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on October 13, 2004).

10.15		Non-competition Agreement, dated as of October 28, 2004, by and between Digital Realty Trust, Inc. and Global Innovation Partners, LLC (incorporated by reference to Exhibit 10.10 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).

10.16		Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Richard A. Magnuson (incorporated by reference to Exhibit 10.2 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).

10.17		First Amendment to Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Richard A. Magnuson (incorporated by reference to Exhibit 10.47 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).

10.18		Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Michael F. Foust (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).

10.19		First Amendment to Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Michael F. Foust (incorporated by reference to Exhibit 10.46 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).

10.20		Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and A. William Stein (incorporated by reference to Exhibit 10.3 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).

10.21		Second Amendment to Employment Agreement dated as of June 9, 2010 by and between Digital Realty Trust, Inc. and DLR, LLC, and A. William Stein (previously filed).

10.22		Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Christopher J. Crosby (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).

10.23		Second Amendment to Employment Agreement dated as of June 9, 2010 by and between Digital Realty Trust, Inc. and DLR, LLC, and Christopher J. Crosby (previously filed).

10.24		Amended and Restated Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Scott E. Peterson (incorporated by reference to Exhibit 10.45 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).

10.25		Form of Amendment to Employment Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).

10.26		Amendment No. 3 to the Revolving Credit Agreement, dated as of June 28, 2010, among Digital Realty Trust, L.P., Citicorp North America, Inc., and the financial institutions party to the Credit Agreement (previously filed).

10.27		Amendment No. 1 to the Note Purchase and Private Shelf Agreement, dated as of June 30, 2010, between Digital Realty Trust, L.P. and Prudential Investment Management, Inc. and the other Purchasers party to the Note Agreement (previously filed).

21.1		List of Subsidiaries of Registrant.

197

SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this amended registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


DIGITAL REALTY TRUST, L.P.

By:		DIGITAL REALTY TRUST, Inc. Its general partner

By:		/s/ MICHAEL F. FOUST
		Michael F. Foust Chief Executive Officer

Date: September 3, 2010

198

EXHIBIT INDEX


Exhibit Number		Description
2.1		Purchase and Sale Agreement, dated as of December 24, 2009, by and among Sentinel Properties—Needham, LLC, SP—Needham I, LLC and Digital Realty Trust, L.P. (incorporated by reference to Exhibit 2.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on December 31, 2009).
2.2		Purchase and Sale Agreement, dated as of December 24, 2009, by and between Sentinel Properties—Bedford, LLC and Digital Realty Trust, L.P. (incorporated by reference to Exhibit 2.2 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on December 31, 2009).
2.3		Purchase and Sale Agreement, dated as of December 24, 2009, by and between Sentinel Properties—Trumbull, LLC and Digital Realty Trust, L.P. (incorporated by reference to Exhibit 2.3 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on December 31, 2009).
2.4		Asset Purchase Agreement, dated as of June 1, 2010, by and among MainRock II Chandler, LLC, MainRock II Chantilly, LLC, MainRock, LLC, 365 Jack London Square, LLC and Rincon 365 Borrower, LLC, collectively, as the Sellers, and Digital Realty Trust, L.P., as the Purchaser (incorporated by reference to Exhibit 2.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on June 2, 2010).
2.5		First Amendment to Asset Purchase Agreement, dated as of June 16, 2010, by and among MainRock II Chandler, LLC, MainRock II Chantilly, LLC, MainRock, LLC, 365 Jack London Square, LLC and Rincon 365 Borrower, LLC, collectively, as the Sellers, and Digital Realty Trust, L.P., as the Purchaser (previously filed).
2.6		Second Amendment to Asset Purchase Agreement, dated as of June 17, 2010, by and among MainRock II Chandler, LLC, MainRock II Chantilly, LLC, MainRock, LLC, 365 Jack London Square, LLC and Rincon 365 Borrower, LLC, collectively, as the Sellers, and Digital Realty Trust, L.P., as the Purchaser (previously filed).
2.7		Third Amendment to Asset Purchase Agreement, dated as of June 18, 2010, by and among MainRock II Chandler, LLC, MainRock II Chantilly, LLC, MainRock, LLC, 365 Jack London Square, LLC and Rincon 365 Borrower, LLC, collectively, as the Sellers, and Digital Realty Trust, L.P., as the Purchaser (previously filed).
3.1		Certificate of Limited Partnership (previously filed).
3.2		Eighth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P. (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on April 13, 2009).
3.3		Specimen Certificate for Common Units of Digital Realty Trust, L.P. (previously filed)
4.1		Indenture, dated as of August 15, 2006, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 4.125% Exchangeable Senior Debentures due 2026 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on August 21, 2006).
4.2		Indenture, dated as of April 20, 2009, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 5.50% Exchangeable Senior Debentures due 2029 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on April 22, 2009).
4.3		Registration Rights Agreement, dated as of October 27, 2004, by and among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and the Unit Holders, as defined therein (incorporated by reference to Exhibit 10.2 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
4.4		Registration Rights Agreement, dated August 15, 2006, among Digital Realty Trust, L.P., Digital Realty Trust, Inc. and Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on August 21, 2006).
4.5		Registration Rights Agreement, dated April 20, 2009, among Digital Realty Trust, L.P., Digital Realty Trust, Inc. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank Securities Inc. and Credit Suisse Securities (USA) LLC (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on April 22, 2009).
4.6		Indenture, dated as of January 28, 2010, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wilmington Trust FSB, as trustee, including the form of 5.875% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on January 29, 2010).
4.7		Registration Rights Agreement, dated January 28, 2010, among Digital Realty Trust, L.P., Digital Realty Trust, Inc., Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (incorporated by reference to Exhibit 4.2 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on January 29, 2010).
4.8		Indenture, dated as of July 8, 2010, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, including the form of 4.50% Notes due 2015 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on July 12, 2010).
4.9		Registration Rights Agreement, dated July 8, 2010, among Digital Realty Trust, L.P., Digital Realty Trust, Inc., Citigroup Global Markets Inc., Banc of America Securities LLC, Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. Incorporated (incorporated by reference to Exhibit 4.2 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on July 12, 2010).


Exhibit Number		Description
10.1		Contribution Agreement, dated as of July 31, 2004, by and among Digital Realty Trust, L.P., San Francisco Wave eXchange, LLC, Santa Clara Wave eXchange, LLC and eXchange colocation, LLC (incorporated by reference to Exhibit 10.12 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on September 17, 2004).
10.2		Revolving Credit Agreement, dated as of August 31, 2007, among Digital Realty Trust, L.P., as borrower, Digital Realty Trust, Inc., as parent guarantor, the subsidiary guarantors named therein, Citicorp North America, Inc., as administrative agent, KeyBank National Association, as syndication agent, Citigroup Global Markets Inc. and KeyBanc Capital Markets, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein.*
10.3		Form of Profits Interest Units Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
10.4		Form of Digital Realty Trust, Inc. Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.45 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
10.5		Form of 2008 Class C Profits Interest Units Agreement (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 9, 2007).
10.6		First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Appendix A to Digital Realty Trust, Inc.’s definitive proxy statement on Schedule 14A filed on March 30, 2007).
10.7		Amendment No. 1 to the Revolving Credit Agreement, dated as of February 6, 2008, among Digital Realty Trust, L.P., Citicorp North America, Inc., as administrative agent, the financial institutions named therein, KeyBank National Association, as syndication agent, and Citigroup Global Markets Inc. and KeyBanc Capital Markets, as the arrangers (previously filed).
10.8		Form of 2008 Performance-Based Profits Interest Units Agreement (incorporated by reference to Exhibit 10.3 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2008).
10.9		First Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2008).
10.10		Amendment No. 2 to the Revolving Credit Agreement, dated as of June 13, 2008, among Digital Realty Trust, L.P., Citicorp North America, Inc., as administrative agent, the financial institutions named therein, KeyBank National Association, as syndication agent, and Citigroup Global Markets Inc. and KeyBanc Capital Markets, as the arrangers (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2008).
10.11		Note Purchase and Private Shelf Agreement, dated as of July 24, 2008, among Digital Realty Trust, L.P., Prudential Investment Management, Inc. and the Prudential Affiliates named therein (incorporated by reference to Exhibit 10.2 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 8, 2008).
10.12		Second Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 6, 2009).
10.13		Third Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2009).
10.14		Form of Indemnification Agreement by and between Digital Realty Trust, Inc. and its directors and officers (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on October 13, 2004).
10.15		Non-competition Agreement, dated as of October 28, 2004, by and between Digital Realty Trust, Inc. and Global Innovation Partners, LLC (incorporated by reference to Exhibit 10.10 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
10.16		Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Richard A. Magnuson (incorporated by reference to Exhibit 10.2 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).
10.17		First Amendment to Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Richard A. Magnuson (incorporated by reference to Exhibit 10.47 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).
10.18		Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Michael F. Foust (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).
10.19		First Amendment to Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Michael F. Foust (incorporated by reference to Exhibit 10.46 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).

*	Portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.


Exhibit Number		Description
10.20		Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and A. William Stein (incorporated by reference to Exhibit 10.3 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).
10.21		Second Amendment to Employment Agreement dated as of June 9, 2010 by and between Digital Realty Trust, Inc. and DLR, LLC, and A. William Stein (previously filed).
10.22		Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Christopher J. Crosby (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).
10.23		Second Amendment to Employment Agreement dated as of June 9, 2010 by and between Digital Realty Trust, Inc. and DLR, LLC, and Christopher J. Crosby (previously filed).
10.24		Amended and Restated Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Scott E. Peterson (incorporated by reference to Exhibit 10.45 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).
10.25		Form of Amendment to Employment Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).
10.26		Amendment No. 3 to the Revolving Credit Agreement, dated as of June 28, 2010, among Digital Realty Trust, L.P., Citicorp North America, Inc., and the financial institutions party to the Credit Agreement (previously filed).
10.27		Amendment No. 1 to the Note Purchase and Private Shelf Agreement, dated as of June 30, 2010, between Digital Realty Trust, L.P. and Prudential Investment Management, Inc. and the other Purchasers party to the Note Agreement (previously filed).
21.1		List of Subsidiaries of Registrant.

Revolving Credit Agreement

Exhibit 10.2

REVOLVING CREDIT AGREEMENT

Dated as of August 31, 2007

among

DIGITAL REALTY TRUST, L.P.,

as Borrower,

DIGITAL REALTY TRUST, INC.,

as Parent Guarantor,

THE SUBSIDIARY GUARANTORS NAMED HEREIN,

as Subsidiary Guarantors,

THE INITIAL LENDERS, INITIAL ISSUING BANK AND

SWING LINE BANK NAMED HEREIN,

as Initial Lenders, Initial Issuing Bank and Swing Line Bank

CITICORP NORTH AMERICA, INC.,

as Administrative Agent,

KEYBANK NATIONAL ASSOCIATION,

as Syndication Agent,

and

CITIGROUP GLOBAL MARKETS INC. AND

KEYBANC CAPITAL MARKETS,

as Joint Lead Arrangers and Joint Book Running Managers

Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [*]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

T A B L E O F C O N T E N T S


Section		Page
	ARTICLE I DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01.	Certain Defined Terms	1
SECTION 1.02.	Computation of Time Periods; Other Definitional Provisions	31
SECTION 1.03.	Accounting Terms	31

ARTICLE II AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

SECTION 2.01.	The Advances and the Letters of Credit	31
SECTION 2.02.	Making the Advances	33
SECTION 2.03.	Issuance of and Drawings and Reimbursement Under Letters of Credit	35
SECTION 2.04.	Repayment of Advances	37
SECTION 2.05.	Termination or Reduction of the Commitments	38
SECTION 2.06.	Prepayments	38
SECTION 2.07.	Interest	40
SECTION 2.08.	Fees	41
SECTION 2.09.	Conversion of Advances	42
SECTION 2.10.	Increased Costs, Etc.	43
SECTION 2.11.	Payments and Computations	44
SECTION 2.12.	Taxes	47
SECTION 2.13.	Sharing of Payments, Etc.	49
SECTION 2.14.	Use of Proceeds	51
SECTION 2.15.	Evidence of Debt	51
SECTION 2.16.	Extension of Termination Date	52
SECTION 2.17.	Cash Collateral Account	52
SECTION 2.18.	Increase in the Aggregate Commitments	54

ARTICLE III CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01.	Conditions Precedent to Initial Extension of Credit	56
SECTION 3.02.	Conditions Precedent to Each Borrowing, Issuance, Renewal, Commitment Increase and Extension	60
SECTION 3.03.	Determinations Under Section 3.01	60

ARTICLE IV REPRESENTATIONS AND WARRANTIES

SECTION 4.01.	Representations and Warranties of the Loan Parties	61


ARTICLE V COVENANTS OF THE LOAN PARTIES

SECTION 5.01.	Affirmative Covenants	66
SECTION 5.02.	Negative Covenants	71
SECTION 5.03.	Reporting Requirements	78
SECTION 5.04.	Financial Covenants	81

ARTICLE VI EVENTS OF DEFAULT

SECTION 6.01.	Events of Default	82
SECTION 6.02.	Actions in Respect of the Letters of Credit upon Default	84

ARTICLE VII GUARANTY

SECTION 7.01.	Guaranty; Limitation of Liability	85
SECTION 7.02.	Guaranty Absolute	85
SECTION 7.03.	Waivers and Acknowledgments	86
SECTION 7.04.	Subrogation	87
SECTION 7.05.	Guaranty Supplements	88
SECTION 7.06.	Indemnification by Guarantors	88
SECTION 7.07.	Subordination	88
SECTION 7.08.	Continuing Guaranty	89

ARTICLE VIII THE ADMINISTRATIVE AGENT

SECTION 8.01.	Authorization and Action	89
SECTION 8.02.	Administrative Agent’s Reliance, Etc.	90
SECTION 8.03.	CNAI and Affiliates	90
SECTION 8.04.	Lender Party Credit Decision	90
SECTION 8.05.	Indemnification by Lender Parties	91
SECTION 8.06.	Successor Administrative Agents	92
SECTION 8.07.	Sub-Agent	92

ARTICLE IX MISCELLANEOUS

SECTION 9.01.	Amendments, Etc.	92
SECTION 9.02.	Notices, Etc.	93
SECTION 9.03.	No Waiver; Remedies	94
SECTION 9.04.	Costs and Expenses	95
SECTION 9.05.	Right of Set-off	96
SECTION 9.06.	Binding Effect	96
SECTION 9.07.	Assignments and Participations; Replacement Notes	97
SECTION 9.08.	Execution in Counterparts	99
SECTION 9.09.	No Liability of the Issuing Banks	100
SECTION 9.10.	Confidentiality	100
SECTION 9.11.	Patriot Act Notification	100


SECTION 9.12.	Jurisdiction, Etc.	100
SECTION 9.13.	Governing Law	101
SECTION 9.14.	Judgment Currency	101
SECTION 9.15.	Substitution of Currency	101
SECTION 9.16.	WAIVER OF JURY TRIAL	102


SCHEDULES

Schedule I	-	Commitments and Applicable Lending Offices
Schedule II	-	Unencumbered Assets
Schedule III	-	Existing Letters of Credit
Schedule 4.01(b)	-	Subsidiaries
Schedule 4.01(d)	-	Certain Approvals
Schedule 4.01(f)	-	Disclosed Litigation
Schedule 4.01(n)	-	Existing Debt
Schedule 4.01(o)	-	Surviving Debt
Schedule 4.01(p)	-	Existing Liens
Schedule 4.01(q)	-	Owned Real Property
Schedule 4.01(r)	-	Leased Real Property
Schedule 4.01(s)	-	Environmental Concerns
Schedule 4.01(y)	-	Excluded Subsidiaries and Excluded Subsidiary Agreements

EXHIBITS

Exhibit A	-	Form of Note
Exhibit B	-	Form of Notice of Borrowing
Exhibit C	-	Form of Guaranty Supplement
Exhibit D	-	Form of Assignment and Acceptance
Exhibit E	-	Form of Unencumbered Assets Certificate

iii

REVOLVING CREDIT AGREEMENT

REVOLVING CREDIT AGREEMENT dated as of August 31, 2007 (this “Agreement”) among DIGITAL REALTY TRUST, L.P., a Maryland limited partnership (the “Borrower”), DIGITAL REALTY TRUST, INC., a Maryland corporation (the “Parent Guarantor”), the entities listed on the signature pages hereof as the guarantors (together with any Additional Guarantors (as hereinafter defined) acceding hereto pursuant to Section 7.05, the “Subsidiary Guarantors” and, together with the Parent Guarantor, the “Guarantors”), the banks, financial institutions and other institutional lenders listed on the signature pages hereof as the initial lenders (the “Initial Lenders”), CITIBANK, N.A., as the initial issuer of Letters of Credit (as hereinafter defined) (the “Initial Issuing Bank”), the Swing Line Bank (as hereinafter defined), CITICORP NORTH AMERICA, INC. (“CNAI”), as administrative agent (together with any successor administrative agent appointed pursuant to Article VIII, the “Administrative Agent”) for the Lender Parties (as hereinafter defined), KEYBANK NATIONAL ASSOCIATION (“KeyBank”), as syndication agent, and CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and KEYBANC CAPITAL MARKETS, as joint lead arrangers and joint book running managers (the “Arrangers”).

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.01. Certain Defined Terms. As used in this Agreement, the following terms shall have the following meanings (such meanings to be equally applicable to both the singular and plural forms of the terms defined):

“Additional Guarantor” has the meaning specified in Section 7.05.

“Adjusted EBITDA” means an amount equal to (a) the product of four (4) times EBITDA 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, less (b) an amount equal to the Capital Expenditure Reserve for all Assets; provided, however, that for purposes of this definition, in the case of any acquisition or disposition of any direct or indirect interest in any Asset (including through the acquisition of Equity Interests) by the Parent Guarantor or any of its Subsidiaries during any fiscal quarter, Adjusted EBITDA will be adjusted (1) in the case of an acquisition, by adding thereto an amount equal to (A) four (4) times (B) the acquired Asset’s actual EBITDA (computed as if such Asset was owned by the Parent Guarantor or one of its Subsidiaries for the entire fiscal quarter) generated during the portion of such fiscal quarter that such Asset was not owned by the Parent Guarantor or such Subsidiary and (2) in the case of a disposition, by subtracting therefrom an amount equal to (A) four (4) times (B) the actual EBITDA generated by the Asset so disposed of during such fiscal quarter.

“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; provided, however, that for purposes of this definition, in the case of any acquisition or disposition of any direct or indirect interest in any Asset (including through the acquisition of Equity Interests) by the Parent Guarantor or any of its Subsidiaries during any fiscal quarter, Adjusted Net Operating Income will be adjusted (1) in the case of an acquisition, by adding thereto an amount equal to (A) four (4) times (B) the acquired Asset’s

actual Net Operating Income (computed as if such Asset was owned by the Parent Guarantor or one of its Subsidiaries for the entire fiscal quarter) generated during the portion of such fiscal quarter that such Asset was not owned by the Parent Guarantor or such Subsidiary and (2) in the case of a disposition, by subtracting therefrom an amount equal to (A) four (4) times (B) the actual Net Operating Income generated by the Asset so disposed of during such fiscal quarter.

“Administrative Agent” has the meaning specified in the recital of parties to this Agreement.

“Administrative Agent’s Account” means (a) in the case of Advances denominated in Dollars, the account of the Administrative Agent maintained by the Administrative Agent with Citibank, N.A., at its office at 2 Penns Way, Suite 200, New Castle, Delaware 19720, ABA No. 021000089, Account No. 36852248, Account Name: Agency/Medium Term Finance, Reference: Digital Realty, Attention: Global Loans/Agency, (b) in the case of Advances denominated in any Committed Foreign Currency, the account of the Sub-Agent designated in writing from time to time by the Administrative Agent to the Borrower and the Lender Parties for such purpose and (c) in any such case, such other account as the Administrative Agent shall specify in writing to the Lender Parties.

“Advance” means a U.S. Dollar Revolving Credit Advance, a Multicurrency Revolving Credit Advance, a Swing Line Advance or a Letter of Credit Advance.

“Affiliate” means, as to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person or is a director or officer of such Person. For purposes of this definition, the term “control” (including the terms “controlling”, “controlled by” and “under common control with”) of a Person means the possession, direct or indirect, of the power to vote 10% or more of the Voting Interests of such Person or to direct or cause the direction of the management and policies of such Person, whether through the ownership of Voting Interests, by contract or otherwise.

“Agreement” has the meaning specified in the recital of parties to this Agreement.

“Agreement Value” means, for each Hedge Agreement, on any date of determination, an amount determined by the Administrative Agent equal to: (a) in the case of a Hedge Agreement documented pursuant to the Master Agreement (Multicurrency-Cross Border) published by the International Swap and Derivatives Association, Inc. (the “Master Agreement”), the amount, if any, that would be payable by any Loan Party or any of its Subsidiaries to its counterparty to such Hedge Agreement, as if (i) such Hedge Agreement was being terminated early on such date of determination, (ii) such Loan Party or Subsidiary was the sole “Affected Party”, and (iii) the Administrative Agent was the sole party determining such payment amount (with the Administrative Agent making such determination pursuant to the provisions of the form of Master Agreement); or (b) in the case of a Hedge Agreement traded on an exchange, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement determined by the Administrative Agent based on the settlement price of such Hedge Agreement on such date of determination, or (c) in all other cases, the mark-to-market value of such Hedge Agreement, which will be the unrealized loss on such Hedge Agreement to the Loan Party or Subsidiary of a Loan Party party to such Hedge Agreement determined by the Administrative Agent as the amount, if any, by which (i) the present value of the future cash flows to be paid by such Loan Party or Subsidiary exceeds (ii) the present value of the future cash flows to be received by such Loan Party or Subsidiary pursuant to such Hedge Agreement; capitalized terms used and not otherwise defined in this definition shall have the respective meanings set forth in the above described Master Agreement.

“Applicable Lender” has the meaning specified in Section 2.03(c).

“Applicable Lending Office” means, with respect to each Lender Party, such Lender Party’s Domestic Lending Office in the case of a Base Rate Advance and such Lender Party’s Eurocurrency Lending Office in the case of a Eurocurrency Rate Advance.

“Applicable Margin” means, at any date of determination, a percentage per annum determined by reference to the Leverage Ratio as set forth below:


Pricing Level	Leverage Ratio	Applicable Margin for Base Rate Advances		Applicable Margin for Eurocurrency Rate Advances
I	> 65%	1.000	%	2.000	%
II	> 60% but £ 65%	0.600	%	1.600	%
III	> 55% but £ 60%	0.500	%	1.500	%
IV	> 50% but £ 55%	0.375	%	1.375	%
V	> 45% but £ 50%	0.250	%	1.250	%
VI	> 40% but £ 45%	0.200	%	1.200	%
VII	< 40%	0.100	%	1.100	%

The Applicable Margin for each Base Rate Advance shall be determined by reference to the Leverage Ratio in effect from time to time and the Applicable Margin for any Interest Period for all Eurocurrency Rate Advances comprising part of the same Borrowing shall be determined by reference to the Leverage Ratio in effect on the first day of such Interest Period; provided, however, that (a) the Applicable Margin shall initially be at Pricing Level VI on the Closing Date, (b) no change in the Applicable Margin resulting from the Leverage Ratio shall be effective until three Business Days after the date on which the Administrative Agent receives (x) the financial statements required to be delivered pursuant to Section 5.03(b) or (c), as the case may be, and (y) a certificate of the Chief Financial Officer of the Borrower demonstrating the Leverage Ratio, and (c) the Applicable Margin shall be at Pricing Level I for so long as the Borrower has not submitted to the Administrative Agent as and when required under Section 5.03(b) or (c), as applicable, the information described in clause (b) of this proviso.

“Applicable Pro Rata Share” means, (a) in the case of a U.S. Dollar Revolving Lender, such Lender’s U.S. Dollar Revolving Credit Pro Rata Share, and (b) in the case of a Multicurrency Revolving, such Lenders’ Multicurrency Revolving Credit Pro Rata Share.

“Arrangers” has the meaning specified in the recital of parties to this Agreement.

“Assets” means Office Assets, Development Assets, Redevelopment Assets and Joint Venture Assets.

“Asset Value” means, at any date of determination, (a) in the case of any Office Asset, the Capitalized Value of such Asset; provided, however, that the Asset Value of each Office

Asset (other than a former Development Asset or Redevelopment Asset) shall be limited, during the first 12 months following the date of acquisition thereof, 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 the Asset Value of any Office Asset (in the reasonable discretion of the Administrative Agent) as new Tenancy Leases are entered into in respect of such Asset, (b) in the case of any Development Asset or Redevelopment Asset, the book value of such 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 the Asset Value of such Joint Venture Asset shall be limited, during the first 12 months following the date of acquisition thereof, 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 of any Joint Venture Asset described in this clause (c) (in the reasonable discretion of the Administrative Agent) as new leases, subleases, licenses and occupancy agreements are entered into in respect of such 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.

“Assignment and Acceptance” means an assignment and acceptance entered into by a Lender Party and an Eligible Assignee, and accepted by the Administrative Agent, in accordance with Section 9.07 and in substantially the form of Exhibit D hereto.

“Assuming Lender” has the meaning specified in Section 2.18(d).

“Assumption Agreement” has the meaning specified in Section 2.18(d)(i).

“Available Amount” of any Letter of Credit means, at any time, the maximum amount available to be drawn under such Letter of Credit at such time (assuming compliance at such time with all conditions to drawing), and shall be deemed where applicable hereunder to include the Equivalent in Dollars of any such amount denominated in a Committed Foreign Currency.

“Bank Guarantees” means guaranties issued or to be issued pursuant to the Multicurrency Letter of Credit Facility by a Multicurrency Issuing Bank or Affiliate thereof in form and substance satisfactory to the issuer thereof.

“Bankruptcy Law” means any applicable law governing a proceeding of the type referred to in Section 6.01(f) or Title 11, U.S. Code, or any similar foreign, federal or state law for the relief of debtors.

“Base Rate” means a fluctuating interest rate per annum in effect from time to time, which rate per annum shall at all times be equal to the higher of (a) the rate of interest announced publicly by Citibank, N.A. in New York, New York, from time to time, as Citibank, N.A.’s base rate and (b) ¹/2 of 1% per annum above the Federal Funds Rate.

“Base Rate Advance” means an Advance denominated in Dollars that bears interest as provided in Section 2.07(a)(i).

“Borrower” has the meaning specified in the recital of parties to this Agreement.

“Borrower’s Account” means the account of the Borrower maintained by the Borrower with Bank of America NT&SA at its office at 1850 Gateway Boulevard, Concord, California

94520-3282, ABA No. 121-000-358, Account No. 1420-036-112, Reference: Digital Realty Trust, L.P., and/or such other account as the Borrower shall specify in writing to the Administrative Agent.

“Borrowing” means a borrowing consisting of simultaneous Revolving Credit Advances of the same Type made by the Lenders or a Swing Line Borrowing.

“Business Day” means a day of the year on which banks are not required or authorized by law to close in New York City and, if the applicable Business Day relates to any Eurocurrency Rate Advances, on which dealings are carried on in the London interbank market and banks are open for business in London and in the country of issue of the currency of such Eurocurrency Rate Advance (or, in the case of an Advance denominated in Euro, on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open).

“Canadian Dollars” and the “CDN$” sign each means lawful currency of Canada.

“Capital Expenditure Reserve” means, with respect to any Asset on any date of determination, the product of (A) $0.25 times (B) the total number of square feet within such Asset.

“Capitalized Leases” means all leases that have been or should be, in accordance with GAAP, recorded as capitalized leases.

“Capitalized Value” means (a) in the case of any Asset that is a Data Center, the Adjusted Net Operating Income of such Asset divided by 8.25%, and (b) in the case of any other Asset, the Adjusted Net Operating Income of such Asset divided by 7.5%.

“Cash Equivalents” means any of the following, to the extent owned by the Parent Guarantor or any of its Subsidiaries free and clear of all Liens (other than Permitted Liens) and having a maturity of not greater than 90 days from the date of issuance thereof: (a) readily marketable direct obligations of the Government of the United States or any agency or instrumentality thereof or obligations unconditionally guaranteed by the full faith and credit of the Government of the United States, (b) readily marketable direct obligations of any state of the United States or any political subdivision of any such state or any public instrumentality thereof having, at the time of acquisition, the highest rating obtainable from either Moody’s or S&P, (c) certificates of deposit of or time deposits with any commercial bank that is a Lender Party or a member of the Federal Reserve System, issues (or the parent of which issues) commercial paper rated as described in clause (d) below, is organized under the laws of the United States or any State thereof and has combined capital and surplus of at least $1,000,000,000, (d) commercial paper in an aggregate amount of not more than $50,000,000 per issuer outstanding at any time, issued by any corporation organized under the laws of any State of the United States and rated at least “Prime-1” (or the then equivalent grade) by Moody’s or “A-1” (or the then equivalent grade) by S&P, or (e) shares of any mutual fund the assets of which are primarily invested in the types of investments referred to in clauses (a) through (d) above.

“CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to time.

“CERCLIS” means the Comprehensive Environmental Response, Compensation and Liability Information System maintained by the U.S. Environmental Protection Agency.

“CGMI” has the meaning specified in the recital of parties to this Agreement.

“Change of Control” means the occurrence of any of the following: (a) any Person or two or more Persons acting in concert shall have acquired and shall continue to have following the date hereof beneficial ownership (within the meaning of Rule 13d-3 of the Securities and Exchange Commission under the Securities Exchange Act of 1934), directly or indirectly, of Voting Interests of the Parent Guarantor (or other securities convertible into such Voting Interests) representing 35% or more of the combined voting power of all Voting Interests of the Parent Guarantor; or (b) during any consecutive twenty-four month period commencing on or after the date hereof, individuals who at the beginning of such period constituted the Board of Directors of the Parent Guarantor (together with any new directors whose election by the Board of Directors or whose nomination for election by the Parent Guarantor stockholders was approved by a vote of at least a majority of the members of the Board of Directors then in office who either were members of the Board of Directors at the beginning of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute a majority of the members of the Board of Directors then in office, except for any such change resulting from (x) death or disability of any such member, (y) satisfaction of any requirement for the majority of the members of the Board of Directors of the Parent Guarantor to qualify under applicable law as independent directors, or (z) the replacement of any member of the Board of Directors who is an officer or employee of the Parent Guarantor with any other officer or employee of the Parent Guarantor or any of its Affiliates ; or (c) any Person or two or more Persons acting in concert shall have acquired and shall continue to have following the date hereof, by contract or otherwise, or shall have entered into a contract or arrangement that, upon consummation, will result in its or their acquisition of the power to direct, directly or indirectly, the management or policies of the Parent Guarantor; or (d) the Parent Guarantor ceases to be the general partner of the Borrower; or (e) the Parent Guarantor ceases to be the legal and beneficial owner of all of the general partnership interests of the Borrower; or (f) the Parent Guarantor shall create, incur, assume or suffer to exist any Lien on the Equity Interests in the Borrower owned by it.

“Closing Date” means the date of this Agreement.

“CNAI” has the meaning specified in the recital of parties to this Agreement.

“Commitment” means a U.S. Dollar Revolving Credit Commitment, a Multicurrency Revolving Credit Commitment, a Swing Line Commitment or a Letter of Credit Commitment.

“Commitment Date” has the meaning specified in Section 2.18(b).

“Commitment Increase” has the meaning specified in Section 2.18(a).

“Committed Foreign Currencies” means Sterling, Swiss Francs, Canadian Dollars and Euros.

“Communications” has the meaning specified in Section 9.02(b).

“Confidential Information” means information that any Loan Party furnishes to the Administrative Agent or any Lender Party in writing designated as confidential, but does not include any such information that is or becomes generally available to the public or that is or becomes available to such Agent or such Lender Party from a source other than the Loan Parties or the Administrative Agent or any other Lender Party.

“Consent Request Date” has the meaning specified in Section 9.01(b).

“Consolidated” refers to the consolidation of accounts in accordance with GAAP.

“Contingent Obligation” means, with respect to any Person, any Obligation or arrangement of such Person to guarantee or intended to guarantee any Debt, leases, dividends or other payment Obligations (“primary obligations”) of any other Person (the “primary obligor”) in any manner, whether directly or indirectly, including, without limitation (and without duplication), (a) the direct or indirect guarantee, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of the Obligation of a primary obligor, (b) the Obligation to make take-or-pay or similar payments, if required, regardless of nonperformance by any other party or parties to an agreement or (c) any Obligation of such Person, whether or not contingent, (i) to purchase any such primary obligation or any property constituting direct or indirect security therefor, (ii) to advance or supply funds (A) for the purchase or payment of any such primary obligation or (B) to maintain working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary obligor, (iii) to purchase property, assets, securities or services primarily for the purpose of assuring the owner of any such primary obligation of the ability of the primary obligor to make payment of such primary obligation or (iv) otherwise to assure or hold harmless the holder of such primary obligation against loss in respect thereof. The amount of any Contingent Obligation shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Contingent Obligation is made (or, if less, the maximum amount of such primary obligation for which such Person may be liable pursuant to the terms of the instrument evidencing such Contingent Obligation) or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof (assuming such Person is required to perform thereunder), as determined by such Person in good faith, all as recorded on the balance sheet or on the footnotes to the most recent financial statements of such Person in accordance with GAAP.

“Conversion”, “Convert” and “Converted” each refer to a conversion of Advances of one Type into Advances of the other Type pursuant to Section 2.07(d), 2.09 or 2.10.

“Customary Carve-Out Agreement” has the meaning specified in the definition of Non-Recourse Debt.

“Data Center” means any Office Asset that operates as a telecommunications infrastructure building or an information technology infrastructure building.

“Debt” of any Person means, without duplication for purposes of calculating financial ratios, (a) all Debt for Borrowed Money of such Person, (b) all Obligations of such Person for the deferred purchase price of property or services other than trade payables incurred in the ordinary course of business and not overdue by more than 60 days, (c) all Obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all Obligations of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all Obligations of such Person as lessee under Capitalized Leases, (f) all Obligations of such Person under acceptance, letter of credit or similar facilities, (g) all Obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment (but excluding for the avoidance of doubt (i) regular quarterly dividends and (ii) special year-end dividends made in connection with maintaining the Parent Guarantor’s status as a REIT) in respect of any Equity

Interests in such Person or any other Person (other than Preferred Interests that are issued by any Loan Party or Subsidiary thereof and classified as either equity or minority interests pursuant to GAAP) or any warrants, rights or options to acquire such Equity Interests, (h) all Obligations of such Person in respect of Hedge Agreements, valued at the Agreement Value thereof, (i) all Contingent Obligations of such Person and (j) all indebtedness and other payment Obligations referred to in clauses (a) through (i) above of another Person secured by (or for which the holder of such Debt has an existing right, contingent or otherwise, to be secured by) any Lien on property (including, without limitation, accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness or other payment Obligations; provided, however, that (A) in the case of the Parent Guarantor and its Subsidiaries “Debt” shall also include, without duplication, the JV Pro Rata Share of Debt for each Joint Venture and (B) for purposes of computing the Leverage Ratio, “Debt” shall be deemed to exclude redeemable Preferred Interests issued as trust preferred securities by the Parent Guarantor and the Borrower to the extent the same are by their terms subordinated to the Facilities and not redeemable until after the Termination Date.

“Debt for Borrowed Money” of any Person means all items that, in accordance with GAAP, would be classified as indebtedness on a Consolidated balance sheet of such Person; provided, however, that in the case of the Parent Guarantor and its Subsidiaries “Debt for Borrowed Money” shall also include, without duplication, the JV Pro Rata Share of Debt for Borrowed Money for each Joint Venture; and provided further, however, that as used in the definition of “Fixed Charge Coverage Ratio”, in the case of any acquisition or disposition of any direct or indirect interest in any Asset (including through the acquisition of Equity Interests) by the Parent Guarantor or any of its Subsidiaries during 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, the term “Debt for Borrowed Money” (a) shall include, in the case of an acquisition, an amount equal to the Debt for Borrowed Money directly relating to such Asset existing immediately following such acquisition (computed as if such indebtedness in respect of such Asset was in existence for the Parent Guarantor or such Subsidiary for the entire fiscal quarter), and (b) shall exclude, in the case of a disposition, an amount equal to the actual Debt for Borrowed Money to which such Asset was subject to the extent such Debt for Borrowed Money was repaid or otherwise terminated upon the disposition of such Asset during such fiscal quarter.

“Debt Rating” means, as of any date, the lowest rating that has been most recently assigned by either S&P or Moody’s, as the case may be, to the long-term senior unsecured non-credit enhanced debt of the Parent Guarantor or, if applicable, to the “implied rating” of the Parent Guarantor’s long-term senior unsecured credit enhanced debt. For purposes of the foregoing, (a) if any rating established by S&P or Moody’s shall be changed, such change shall be effective as of the date on which such change is first announced publicly by the rating agency making such change; and (b) if S&P or Moody’s shall change the basis on which ratings are established, each reference to the Parent Guarantor’s Debt Rating announced by S&P or Moody’s, as the case may be, shall refer to the then equivalent rating by S&P or Moody’s, as the case may be.

“Default” means any Event of Default or any event that would constitute an Event of Default but for the requirement that notice be given or time elapse or both.

“Default Termination Notice” has the meaning specified in Section 2.01(b).

“Development Asset” means Real Property acquired for development into an Office Asset that, in accordance with GAAP, would be classified as a development property on a Consolidated balance sheet of the Parent Guarantor and its Subsidiaries. For the avoidance of any doubt, Development Assets shall not constitute Office Assets.

“Disclosed Litigation” has the meaning specified in Section 3.01(f).

“Dollars” and the “$” sign each means lawful currency of the United States of America.

“Domestic Lending Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Domestic Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance or Assumption Agreement pursuant to which it became a Lender Party, as the case may be, or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent.

“EBITDA” means, for any period, (a) the sum of (i) net income (or net loss) (excluding gains (or losses) from extraordinary and unusual items and the non-cash component of non-recurring items), (ii) interest expense, (iii) income tax expense, (iv) depreciation expense and (v) amortization expense, in each case of the Parent Guarantor and its Subsidiaries determined on a Consolidated basis and in accordance with GAAP for such period, plus (b) with respect to each Joint Venture, the JV Pro Rata Share of the sum of (i) net income (or net loss) (excluding gains (or losses) from extraordinary and unusual items), (ii) interest expense, (iii) income tax expense, (iv) depreciation expense and (v) amortization expense of such Joint Venture, in each case determined on a Consolidated basis and in accordance with GAAP for such period, provided that there shall be no rent leveling adjustments made (and only actual cash rents will be used) when computing EBITDA.

“Effective Date” means the first date on which the conditions set forth in Article III shall be satisfied.

“Eligible Assignee” means (a) with respect to the Revolving Credit Facility, (i) a Lender; (ii) an Affiliate or Fund Affiliate of a Lender and (iii) any other Person approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected pursuant to Section 9.07, the Borrower, each such approval not to be unreasonably withheld or delayed, and (b) with respect to the Letter of Credit Facility, a Person that is approved by the Administrative Agent and, unless an Event of Default has occurred and is continuing at the time any assignment is effected pursuant to Section 9.07, the Borrower, such approval not to be unreasonably withheld or delayed; provided, however, that neither any Loan Party nor any Affiliate of a Loan Party shall qualify as an Eligible Assignee under this definition.

“EMU Legislation” means legislative measures of the European Union for the introduction of, changeover to or operation of the Euro in one or more member states.

“Environmental Action” means any action, suit, demand, demand letter, claim, notice of non-compliance or violation, notice of liability or potential liability, investigation, proceeding, consent order or consent agreement relating in any way to any Environmental Law, any Environmental Permit or Hazardous Material or arising from alleged injury or threat to health, safety or the environment, including, without limitation, (a) by any governmental or regulatory authority for enforcement, cleanup, removal, response, remedial or other actions or damages and (b) by any governmental or regulatory authority or third party for damages, contribution, indemnification, cost recovery, compensation or injunctive relief.

“Environmental Law” means any Federal, state, local or foreign statute, law, ordinance, rule, regulation, code, order, writ, judgment, injunction, decree or judicial or agency interpretation, policy or guidance relating to pollution or protection of the environment, health, safety or natural resources, including, without limitation, those relating to the use, handling, transportation, treatment, storage, disposal, release or discharge of Hazardous Materials.

“Environmental Permit” means any permit, approval, identification number, license or other authorization required under any Environmental Law.

“Equity Interests” means, with respect to any Person, shares of capital stock of (or other ownership or profit interests in) such Person, warrants, options or other rights for the purchase or other acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or other acquisition from such Person of such shares (or such other interests), and other ownership or profit interests in such Person (including, without limitation, partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are authorized or otherwise existing on any date of determination.

“Equivalent” in Dollars of any Committed Foreign Currency or other foreign currency on any date means the equivalent in Dollars of such Committed Foreign Currency or other foreign currency determined by using the quoted spot rate at which the Sub-Agent’s principal office in London offers to exchange Dollars for such Committed Foreign Currency or other foreign currency in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement, and the “Equivalent” in any Committed Foreign Currency or other foreign currency of Dollars means the equivalent in such Committed Foreign Currency or other foreign currency of Dollars determined by using the quoted spot rate at which the Sub-Agent’s principal office in London offers to exchange such Committed Foreign Currency or other foreign currency for Dollars in London prior to 4:00 P.M. (London time) (unless otherwise indicated by the terms of this Agreement) on such date as is required pursuant to the terms of this Agreement.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“ERISA Affiliate” means any Person that for purposes of Title IV of ERISA is a member of the controlled group of any Loan Party, or under common control with any Loan Party, within the meaning of Section 414 of the Internal Revenue Code.

“ERISA Event” means (a)(i) the occurrence of a reportable event, within the meaning of Section 4043 of ERISA, with respect to any Plan unless the 30-day notice requirement with respect to such event has been waived by the PBGC or (ii) the requirements of Section 4043(b) of ERISA apply with respect to a contributing sponsor, as defined in Section 4001(a)(13) of ERISA, of a Plan, and an event described in paragraph (9), (10), (11), (12) or (13) of Section 4043(c) of ERISA is reasonably expected to occur with respect to such Plan within the following 30 days; (b) the application for a minimum funding waiver with respect to a Plan; (c) the provision by the administrator of any Plan of a notice of intent to terminate such Plan, pursuant to Section 4041(a)(2) of ERISA (including any such notice with respect to a plan amendment referred to in Section 4041(e) of ERISA); (d) with respect to any Plan, the cessation of operations at a facility of any Loan Party or any ERISA Affiliate in the circumstances described in Section 4062(e) of ERISA; (e) the withdrawal by any Loan Party or any ERISA Affiliate from a

Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA; (f) the conditions for imposition of a lien under Section 302(f) of ERISA shall have been met with respect to any Plan; (g) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA; or (h) the institution by the PBGC of proceedings to terminate a Plan pursuant to Section 4042 of ERISA, or the occurrence of any event or condition described in Section 4042 of ERISA that constitutes grounds for the termination of, or the appointment of a trustee to administer, such Plan.

“EURIBO Rate” means, for any Interest Period, the rate appearing on Reuters Screen EURLIBOR Page (or on any successor or substitute page of such service, or any successor to or substitute for such service, in each case providing rate quotations comparable to those currently provided on such page of such service, as determined by the Administrative Agent from time to time for purposes of providing quotations of interest rates applicable to deposits in Euro by reference to the Banking Federation of the European Union Settlement Rates for deposits in Euro) at 11:00 a.m., London time, two Business Days before the commencement of such Interest Period, as the rate for deposits in Euro with a maturity comparable to such Interest Period or, if for any reason such rate is not available, the average (rounded upward, if necessary, to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the respective rates per annum at which deposits in Euro are offered by the principal office of each of the Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Borrowing in Euros to be outstanding during such Interest Period and for a period equal to such Interest Period (subject, however, to the provisions of Section 2.07).

“Euro” and “€” each means the lawful currency of the European Union as constituted by the Treaty of Rome which established the European Community, as such treaty may be amended from time to time and as referred to in the EMU Legislation.

“Eurocurrency Liabilities” has the meaning specified in Regulation D of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“Eurocurrency Lending Office” means, with respect to any Lender Party, the office of such Lender Party specified as its “Eurocurrency Lending Office” opposite its name on Schedule I hereto or in the Assignment and Acceptance or Assumption Agreement pursuant to which it became a Lender Party (or, if no such office is specified, its Domestic Lending Office), or such other office of such Lender Party as such Lender Party may from time to time specify to the Borrower and the Administrative Agent.

“Eurocurrency Rate” means, for any Interest Period for all Eurocurrency Rate Advances comprising part of the same Borrowing, an interest rate per annum equal to the rate per annum obtained by dividing (a)(i) in the case of any Revolving Credit Advance denominated in Dollars or any Committed Foreign Currency other than Euro, the rate per annum (rounded upward, if necessary, to the nearest whole multiple of 1/100 of 1% per annum) appearing on Reuters Screen LIBOR01 Page (or any successor page) as the London interbank offered rate for deposits in Dollars or the applicable Committed Foreign Currency at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period for a period equal to such Interest Period or, if for any reason such rate is not available, and subject to the provisions of Section 2.07, the average (rounded upward, if necessary, to the nearest whole multiple of 1/100 of 1% per annum, if such average is not such a multiple) of the rate per annum at which deposits in Dollars or the applicable Committed Foreign Currency is offered by the principal office of each of the

Reference Banks in London, England to prime banks in the London interbank market at 11:00 A.M. (London time) two Business Days before the first day of such Interest Period in an amount substantially equal to such Reference Bank’s Eurocurrency Rate Advance comprising part of such Borrowing to be outstanding during such Interest Period (or, if such Reference Bank shall not have such a Eurocurrency Rate Advance, U.S. $1,000,000) and for a period equal to such Interest Period or (ii) in the case of any Revolving Credit Advance denominated in Euro, the EURIBO Rate by (b) a percentage equal to 100% minus the Eurocurrency Rate Reserve Percentage for such Interest Period.

“Eurocurrency Rate Advance” means an Advance denominated in Dollars or a Committed Foreign Currency that bears interest as provided in Section 2.07(a)(ii).

“Eurocurrency Rate Reserve Percentage” means, for any Interest Period for all Eurocurrency Rate Advances comprising part of the same Borrowing, the reserve percentage applicable two Business Days before the first day of such Interest Period under regulations issued from time to time by the Board of Governors of the Federal Reserve System (or any successor) for determining the maximum reserve requirement (including, without limitation, any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in New York City with respect to liabilities or assets consisting of or including Eurocurrency Liabilities (or with respect to any other category of liabilities that includes deposits by reference to which the interest rate on Eurocurrency Rate Advances is determined) having a term equal to such Interest Period.

“Events of Default” has the meaning specified in Section 6.01.

“Excess Canada Value” shall have the meaning specified in the definition of “Total Unencumbered Asset Value”.

“Excess Redevelopment and Development Value” shall have the meaning specified in the definition of “Total Unencumbered Asset Value”.

“Excluded Subsidiary” at any time means (a) any direct or indirect Subsidiary of the Borrower that is unable to guaranty the Obligations of the Loan Parties under the Loan Documents at such time because (i) it is party to one or more Excluded Subsidiary Agreements that prohibit such Excluded Subsidiary from entering into the Guaranty set forth in Article VII or a Guaranty Supplement or (ii) entering into the Guaranty set forth in Article VII or a Guaranty Supplement would cause a default under an Excluded Subsidiary Agreement, (b) any direct or indirect Subsidiary of the Borrower listed on Part B of Schedule 4.01(y) on the Effective Date or hereafter designated as an “Excluded Subsidiary” by Borrower and approved by the Administrative Agent and the Required Lenders, in their sole discretion, and (c) any Foreign Subsidiary.

“Excluded Subsidiary Agreement” for each Excluded Subsidiary means any agreement set forth opposite the name of such Excluded Subsidiary on Schedule 4.01(y) hereto (as such Schedule may be supplemented from time to time pursuant to Sections 5.01(j)(i) and 5.01(j)(ii)) and any agreement pursuant to which such Excluded Subsidiary (or a Subsidiary related thereto) incurs Refinancing Debt with regard to the Debt, if any, incurred pursuant to such Excluded Subsidiary Agreement.

“Existing Credit Agreement” means that certain Revolving Credit Agreement, dated as of November 3, 2004, by and among the Borrower, CNAI, as administrative agent, the financial

institutions party thereto, Merrill Lynch, Pierce, Fenner & Smith Incorporated, as syndication agent, Bank of America, N.A., KeyBank and Royal Bank of Canada, as the co-documentation agents, and CGMI and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as the arrangers, as amended.

“Existing Debt” means Debt of each Loan Party and its Subsidiaries outstanding immediately before the Effective Date.

“Existing Letters of Credit” means the letters of credit and bank guarantees listed on Schedule III hereto issued under the Existing Credit Agreement.

“Facility” means the U.S. Dollar Revolving Credit Facility, the Multicurrency Revolving Credit Facility, the Swing Line Facility or the Letter of Credit Facility.

“Facility Exposure” means, at any date of determination, the sum of the aggregate principal amount of all outstanding Advances and the Available Amount under all outstanding Letters of Credit.

“Federal Funds Rate” means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published for such day (or, if such day is not a Business Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means the fee letter dated August 31, 2007 between the Borrower and CGMI, as the same may be amended from time to time.

“First Extension Date” has the meaning specified in Section 2.16.

“Fiscal Year” means a fiscal year of the Parent Guarantor and its Consolidated Subsidiaries ending on December 31 in any calendar year.

“Fixed Charge Coverage Ratio” means, at any date of determination, the ratio of (a) (i) Adjusted EBITDA, to (b) the product of (i) four times (ii) the sum of (A) interest (including capitalized interest) payable in cash on, and amortization of debt discount in respect of, all Debt for Borrowed Money plus (B) scheduled amortization of principal amounts of all Debt for Borrowed Money payable (not including balloon maturity amounts) plus (C) all cash dividends payable on any Preferred Interests (which, for the avoidance of doubt, shall include Preferred Interests structured as trust preferred securities), in each case, of or by the Parent Guarantor and its Subsidiaries 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, determined on a Consolidated basis for such period.

“Foreign Lender” has the meaning specified in Section 2.12(e).

“Foreign Subsidiary” means any Subsidiary of the Borrower (a) that is not incorporated or organized under the laws of any State of the United States or the District of Columbia, and (b) the principal assets, if any, of which are not located in the United States.

“Fund Affiliate” means, with respect to any Lender that is a fund that invests in bank loans, any other fund that invests in bank loans and is administered or managed by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Funds From Operations” means net income (or loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of property and extraordinary and unusual items, plus depreciation and amortization, and after adjustments for unconsolidated Joint Ventures. Adjustments for unconsolidated Joint Ventures will be calculated to reflect funds from operations on the same basis.

“Fusepoint Asset” means the Asset commonly known as the Fusepoint Data Center, located at 6800 Millcreek Drive, Mississauga, Ontario, Canada.

“Fusepoint Owner” means the Subsidiary of the Borrower that holds fee title to the Fusepoint Asset.

“GAAP” has the meaning specified in Section 1.03.

“Good Faith Contest” means the contest of an item as to which: (a) such item is contested in good faith, by appropriate proceedings, (b) reserves that are adequate are established with respect to such contested item in accordance with GAAP and (c) the failure to pay or comply with such contested item during the period of such contest is not reasonably likely to result in a Material Adverse Effect.

“Guaranteed Hedge Agreement” means any Hedge Agreement required or not prohibited under Article V that is entered into by and between any Loan Party and any Hedge Bank.

“Guaranteed Obligations” has the meaning specified in Section 7.01.

“Guarantors” means the Parent Guarantor and the Subsidiary Guarantors.

“Guaranty” means the Guaranty by the Guarantors pursuant to Article VII, together with any and all Guaranty Supplements required to be delivered pursuant to Section 5.01(j).

“Guaranty Supplement” means a supplement entered into by an Additional Guarantor in substantially the form of Exhibit C hereto.

“Hazardous Materials” means (a) petroleum or petroleum products, by-products or breakdown products, radioactive materials, friable or damaged asbestos-containing materials, polychlorinated biphenyls, radon gas and toxic mold and (b) any other chemicals, materials or substances designated, classified or regulated as hazardous or toxic or as a pollutant or contaminant under any Environmental Law.

“Hedge Agreements” means interest rate swap, cap or collar agreements, interest rate future or option contracts, currency swap agreements, currency future or option contracts and other hedging agreements.

“Hedge Bank” means any Lender Party or an Affiliate of a Lender Party in its capacity as a party to a Guaranteed Hedge Agreement.

“Increase Date” has the meaning specified in Section 2.18(a).

“Increased Multicurrency Commitment Amount” has the meaning specified in Section 2.18(b).

“Increased U.S. Dollar Commitment Amount” has the meaning specified in Section 2.18(b).

“Increasing Lender” has the meaning specified in Section 2.18(b).

“Indemnified Costs” has the meaning specified in Section 8.05(a).

“Indemnified Party” has the meaning specified in Section 7.06(a).

“Information Memorandum” means the information memorandum dated July, 2007 used by the Arrangers in connection with the syndication of the Commitments.

“Initial Extension of Credit” means the earlier to occur of the initial Borrowing and the initial issuance of a Letter of Credit hereunder.

“Initial Issuing Bank” has the meaning specified in the recital of parties to this Agreement.

“Initial Lenders” has the meaning specified in the recital of parties to this Agreement.

“Insufficiency” means, with respect to any Plan, the amount, if any, of its unfunded benefit liabilities, as defined in Section 4001(a)(18) of ERISA, but utilizing the actuarial assumptions used in such Plan’s most recent valuation report.

“Interest Period” means, for each Eurocurrency Rate Advance comprising part of the same Borrowing, the period commencing on the date of such Eurocurrency Rate Advance or the date of the Conversion of any Base Rate Advance into such Eurocurrency Rate Advance, and ending on the last day of the period selected by the Borrower pursuant to the provisions below and, thereafter, each subsequent period commencing on the last day of the immediately preceding Interest Period and ending on the last day of the period selected by the Borrower pursuant to the provisions below. The duration of each such Interest Period shall be one, two, three or six months, as the Borrower may, upon notice received by the Administrative Agent not later than 12:00 Noon (New York City time) on the third Business Day prior to the first day of such Interest Period, select; provided, however, that:

(a) the Borrower may not select any Interest Period with respect to any Eurocurrency Rate Advance that ends after the Termination Date;

(b) Interest Periods commencing on the same date for Eurocurrency Rate Advances comprising part of the same Borrowing shall be of the same duration;

(c) whenever the last day of any Interest Period would otherwise occur on a day other than a Business Day, the last day of such Interest Period shall be extended to occur on the next succeeding Business Day; provided, however, that if such extension would cause the last day of such Interest Period to occur in the next following calendar month, the last day of such Interest Period shall occur on the next preceding Business Day; and

(d) whenever the first day of any Interest Period occurs on a day of an initial calendar month for which there is no numerically corresponding day in the calendar month that succeeds such initial calendar month by the number of months equal to the number of months in such Interest Period, such Interest Period shall end on the last Business Day of such succeeding calendar month.

“Internal Revenue Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder.

“Investment” in any Person means any loan or advance to such Person, any purchase or other acquisition of any Equity Interests or Debt or the assets comprising a division or business unit or a substantial part or all of the business of such Person, any capital contribution to such Person or any other direct or indirect investment in such Person, including, without limitation, any acquisition by way of a merger or consolidation and any arrangement pursuant to which the investor incurs Debt of the types referred to in clause (i) or (j) of the definition of “Debt” in respect of such Person.

“Issuing Bank” means a U.S. Dollar Issuing Bank or a Multicurrency Issuing Bank, as applicable.

“Joint Venture” means any joint venture (a) in which the Parent Guarantor or any of its Subsidiaries holds any Equity Interest, (b) that is not a Subsidiary of the Parent Guarantor or any of its Subsidiaries and (c) the accounts of which would not appear on the Consolidated financial statements of the Parent Guarantor.

“Joint Venture Assets” means, with respect to any Joint Venture at any time, the assets owned by such Joint Venture at such time.

“JV Pro Rata Share” means, with respect to any Joint Venture at any time, the fraction, expressed as a percentage, obtained by dividing (a) the total book value of all Equity Interests in such Joint Venture held by the Parent Guarantor and any of its Subsidiaries by (b) the total book value of all outstanding Equity Interests in such Joint Venture at such time.

“KeyBank” has the meaning specified in the recital of parties to this Agreement.

“L/C Account Collateral” has the meaning specified in Section 2.17(a).

“L/C Cash Collateral Account” means the account of the Borrower to be maintained with the Administrative Agent, in the name of the Administrative Agent and under the sole control and dominion of the Administrative Agent and subject to the terms of this Agreement.

“L/C Related Documents” has the meaning specified in Section 2.04(c)(ii)(A).

“Lender Party” means any Lender, the Swing Line Bank or any Issuing Bank.

“Lenders” means the Initial Lenders, each Assuming Lender that shall become a party hereto pursuant to Section 2.18 and each Person that shall become a Lender hereunder pursuant to Section 9.07 for so long as such Initial Lender or Person, as the case may be, shall be a party to this Agreement.

“Letter of Credit Advance” means an advance made by any Issuing Bank or any Lender pursuant to Section 2.03(c).

“Letter of Credit Agreement” has the meaning specified in Section 2.03(a).

“Letter of Credit Commitment” means, with respect to any Issuing Bank at any time, the amount set forth opposite such Issuing Bank’s name on Schedule I hereto under the caption “Letter of Credit Commitment” or, if such Issuing Bank has entered into one or more Assignment and Acceptances, set forth for such Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Issuing Bank’s “Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Letter of Credit Facility” means, collectively, the U.S. Dollar Letter of Credit Facility and the Multicurrency Letter of Credit Facility.

“Letters of Credit” means the U.S. Dollar Letters of Credit and the Multicurrency Letters of Credit.

“Leverage Ratio” means, at any date of determination, the ratio, expressed as a percentage, of (a) Consolidated Debt of the Parent Guarantor and its Subsidiaries to (b) Total Asset Value, in each case as at the end of the most recently ended fiscal quarter of the Parent Guarantor 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.

“Lien” means any lien, security interest or other charge or encumbrance of any kind, or any other type of preferential arrangement, including, without limitation, the lien or retained security title of a conditional vendor and any easement, right of way or other encumbrance on title to real property.

“Limited Subsidiary” has the meaning specified in Section 5.01(j)(ii).

“Loan Documents” means (a) this Agreement, (b) the Notes, (c) the Fee Letter, (d) each Letter of Credit Agreement, (e) each Guaranty Supplement and (f) each Guaranteed Hedge Agreement, in each case, as amended.

“Loan Parties” means the Borrower and the Guarantors.

“Margin Stock” has the meaning specified in Regulation U.

“Material Adverse Change” means any material adverse change in the business, condition (financial or otherwise), results of operations or prospects of the Borrower or the Borrower and its Subsidiaries, taken as a whole.

“Material Adverse Effect” means a material adverse effect on (a) the business, condition (financial or otherwise), operations or prospects of the Borrower and its Subsidiaries, taken as a whole, (b) the rights and remedies of the Administrative Agent or any Lender Party under any Loan Document or (c) the ability of any Loan Party to perform its Obligations under any Loan Document to which it is or is to be a party.

“Material Contract” means each contract to which the Borrower or any of its Subsidiaries is a party involving aggregate consideration payable to or by the Borrower or such Subsidiary in an amount of $20,000,000 or more per annum or otherwise material to the business, condition (financial or otherwise), operations or prospects of the Borrower and its Subsidiaries, taken as a whole; provided, however, that none of the loan documents pertaining to the Debt identified on Schedule 4.01(d) shall constitute a Material Contract until 60 days after the Closing Date.

“Material Debt” means Debt of any Loan Party or any Subsidiary of a Loan Party that is outstanding in a principal amount (or, in the case of any Hedge Agreement, an Agreement Value) of $30,000,000 (or the Equivalent thereof in any foreign currency) or more, either individually or in the aggregate; in each case (a) whether the primary obligation of one or more of the Loan Parties or their respective Subsidiaries, (b) whether the subject of one or more separate debt instruments or agreements, and (c) exclusive of Debt outstanding under this Agreement; provided, however, that the Debt identified on Schedule 4.01(d) shall not constitute Material Debt until 60 days after the Closing Date.

“Moody’s” means Moody’s Investors Services, Inc. and any successor thereto.

“Multicurrency Commitment Increase” has the meaning specified in Section 2.18(a).

“Multicurrency Issuing Bank” means the Initial Issuing Bank (or any Affiliate thereof) and any other Lender approved as a Multicurrency Issuing Bank by the Administrative Agent and the Borrower and any Eligible Assignee to which a Multicurrency Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 so long as each such Lender or each such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Multicurrency Issuing Bank and notifies the Administrative Agent of its Applicable Lending Office and the amount of its Multicurrency Letter of Credit Commitment (which information shall be recorded by the Administrative Agent in the Register) for so long as such Initial Issuing Bank, Lender or Eligible Assignee, as the case may be, shall have a Multicurrency Letter of Credit Commitment.

“Multicurrency Letter of Credit Commitment” means, with respect to any Multicurrency Issuing Bank at any time, the amount set forth opposite such Multicurrency Issuing Bank’s name on Schedule I hereto under the caption “Multicurrency Letter of Credit Commitment” or, if such Multicurrency Issuing Bank has entered into one or more Assignment and Acceptances, set forth for such Multicurrency Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Multicurrency Issuing Bank’s “Multicurrency Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Multicurrency Letter of Credit Facility” means, at any time, an amount equal to the lesser of (a) the aggregate amount of the Multicurrency Issuing Banks’ Letter of Credit Commitments at such time, and (b) $100,000,000 (or the Equivalent thereof in any Committed Foreign Currency), as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Multicurrency Letters of Credit” has the meaning specified in Section 2.01(b).

“Multicurrency Purchasing Lender” has the meaning specified in Section 2.18(f).

“Multicurrency Revolving Credit Advance” has the meaning specified in Section 2.01(a)(ii).

“Multicurrency Revolving Credit Commitment” means, (a) with respect to any Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “Multicurrency Revolving Credit Commitment” or (b) if such Lender has entered into one or more Assignment and Acceptances or Assumption Agreements, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Lender’s “Multicurrency Revolving Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05 or increased pursuant to Section 2.18.

“Multicurrency Revolving Credit Facility” means, at any time, the aggregate amount of the Lenders’ Multicurrency Revolving Credit Commitments at such time.

“Multicurrency Revolving Credit Pro Rata Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Multicurrency Revolving Credit Commitment at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s Multicurrency Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator of which is the Multicurrency Revolving Credit Facility at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the Multicurrency Revolving Credit Facility as in effect immediately prior to such termination).

“Multicurrency Revolving Lender” means any Person that is a Lender hereunder in respect of the Multicurrency Revolving Credit Facility in its capacity as a Lender in respect of such Facility.

“Multicurrency Selling Lender” has the meaning specified in Section 2.18(f).

“Multiemployer Plan” means a multiemployer plan, as defined in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA Affiliate is making or accruing an obligation to make contributions, or has within any of the preceding five plan years made or accrued an obligation to make contributions.

“Multiple Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, in which (a) any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates are contributing sponsors or (b) any Loan Party or any ERISA Affiliate and at least one Person other than the Loan Parties and the ERISA Affiliates were previously contributing sponsors if such Loan Party or ERISA Affiliate could reasonably be expected to have liability under Section 4064 or 4069 of ERISA in the event such plan has been or were to be terminated.

“Negative Pledge” means, with respect to any asset, any provision of a document, instrument or agreement (other than a Loan Document) which prohibits or purports to prohibit the creation or assumption of any Lien on such asset as security for Obligations under or in respect of the Loan Documents.

“Net Asset Sale Proceeds” has the meaning specified in Section 5.02(e).

“Net Operating Income” means (a) with respect to any Asset other than a Joint Venture Asset, (i) 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 (ii) all expenses and other proper charges incurred by the applicable Loan Party or Subsidiary 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, and (b) with respect to any Joint Venture Asset, (i) the JV Pro Rata Share of 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 (ii) the JV Pro Rata Share of all expenses and other proper charges incurred by the applicable Joint Venture 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 in each case there shall be no rent leveling adjustments made (and only actual cash rents will be used) when computing Net Operating Income.

“Non-Consenting Lender” has the meaning specified in Section 9.01(b).

“Non-Recourse Debt” means Debt for Borrowed Money with respect to which recourse for payment is limited to (a) any building(s) or parcel(s) of real property or any related assets encumbered by a Lien securing such Debt for Borrowed Money and/or (b) the general credit of the Property-Level Subsidiary that has incurred or guaranteed such Debt for Borrowed Money and/or the Equity Interests therein and/or the general credit of the immediate parent entity of such Property-Level Subsidiary provided that such parent entity’s assets consist solely of Equity Interests in one or more Property-Level Subsidiaries or immediate parent entities thereof, it being understood that the instruments governing such Debt may include customary carve-outs to such limited recourse (any such customary carve-outs or agreements limited to such customary carve-outs, being a “Customary Carve-Out Agreement”) such as, for example, personal recourse to the Parent Guarantor or any Subsidiary of the Parent Guarantor for fraud, willful misrepresentation, misapplication or misappropriation of cash, waste, environmental claims, damage to properties, non-payment of taxes or other liens despite the existence of sufficient cash flow, interference with the enforcement of loan documents upon maturity or acceleration, violation of loan document prohibitions against voluntary or involuntary bankruptcy filings, transfer of properties or ownership interests therein and liabilities and other circumstances customarily excluded at the time of the incurrence of such Debt by lenders from exculpation provisions and/or included in separate indemnification agreements in non-recourse financings of real estate. Any Debt for Borrowed Money that would otherwise qualify as Non-Recourse Debt under this definition shall not fail to qualify as Non-Recourse Debt solely by reason of any recourse guaranty of such Debt by the Parent Guarantor or any of its Subsidiaries, so long as such recourse guaranty is permitted pursuant to Section 5.02(b)(iii)(C) (including the proviso therein).

“Note” means a promissory note of the Borrower payable to the order of any Lender, in substantially the form of Exhibit A hereto, evidencing the aggregate indebtedness of the Borrower to such Lender resulting from the Revolving Credit Advances, Swing Line Advances and Letter of Credit Advances made by such Lender.

“Notice” has the meaning specified in Section 9.02(c).

“Notice of Borrowing” has the meaning specified in Section 2.02(a).

“Notice of Issuance” has the meaning specified in Section 2.03(a).

“Notice of Renewal” has the meaning specified in Section 2.01(b).

“Notice of Swing Line Borrowing” has the meaning specified in Section 2.02(b).

“Notice of Termination” has the meaning specified in Section 2.01(b).

“NPL” means the National Priorities List under CERCLA.

“Obligation” means, with respect to any Person, any payment, performance or other obligation of such Person of any kind, including, without limitation, any liability of such Person on any claim, whether or not the right of any creditor to payment in respect of such claim is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, disputed, undisputed, legal, equitable, secured or unsecured, and whether or not such claim is discharged, stayed or otherwise affected by any proceeding referred to in Section 6.01(f). Without limiting the generality of the foregoing, the Obligations of any Loan Party under the Loan Documents include (a) the obligation to pay principal, interest, Letter of Credit commissions, charges, expenses, fees, attorneys’ fees and disbursements, indemnities and other amounts payable by such Loan Party under any Loan Document and (b) the obligation of such Loan Party to reimburse any amount in respect of any of the foregoing that any Lender Party, in its sole discretion, may elect to pay or advance on behalf of such Loan Party.

“OECD” means the Organization for Economic Cooperation and Development.

“Office Asset” means Real Property (other than any Joint Venture Asset) that operates or is intended to operate as a telecommunications infrastructure building, information technology infrastructure building, technology manufacturing building or technology office/corporate headquarter building, in each case, as more particularly described in the Information Memorandum.

“Other Taxes” has the meaning specified in Section 2.12(b).

“Parent Guarantor” has the meaning specified in the recital of parties to this Agreement.

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

“PBGC” means the Pension Benefit Guaranty Corporation (or any successor).

“Permitted Liens” means such of the following as to which no enforcement, collection, execution, levy or foreclosure proceeding shall have been commenced: (a) Liens for taxes, assessments and governmental charges or levies not yet delinquent or which are the subject of a Good Faith Contest; (b) Liens imposed by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s Liens and other similar Liens arising in the ordinary course of business securing obligations that (i) are not overdue for a period of more than 30 days and (ii) individually or together with all other Permitted Liens outstanding on any date of determination do not materially adversely affect the use of the property to which they relate unless, in the case of (i) or (ii) above, such liens are the subject of a Good Faith Contest; (c) pledges or deposits to secure obligations under workers’ compensation laws or similar legislation or to secure public or

statutory obligations; (d) covenants, conditions and restrictions, easements, zoning restrictions, rights of way and other encumbrances on title to real property that do not render title to the property encumbered thereby unmarketable or materially adversely affect the use or value of such property for its present purposes; (e) Tenancy Leases and other interests of lessees and lessors under leases or real or personal property made in the ordinary course of business that do not materially and adversely affect the use of the Real Property encumbered thereby for its intended purpose or the value thereof; (f) any attachment or judgment Liens not resulting in an Event of Default under Section 6.01(g); and (g) Liens in favor of any Secured Party pursuant to any Loan Document.

“Person” means an individual, partnership, corporation (including a business trust), limited liability company, joint stock company, trust, unincorporated association, joint venture or other entity, or a government or any political subdivision or agency thereof.

“Plan” means a Single Employer Plan or a Multiple Employer Plan.

“Platform” has the meaning specified in Section 9.02(b).

“Post Petition Interest” has the meaning specified in Section 7.07(c).

“Preferred Interests” means, with respect to any Person, Equity Interests issued by such Person that are entitled to a preference or priority over any other Equity Interests issued by such Person upon any distribution of such Person’s property and assets, whether by dividend or upon liquidation.

“Primary Currency” has the meaning specified in Section 9.14(c).

“Property-Level Subsidiary” means any Subsidiary of the Borrower or any Joint Venture that holds a direct fee or leasehold interest in any single building (or group of related buildings, including, without limitation, buildings pooled for purposes of a Non-Recourse Debt financing) or parcel (or group of related parcels, including, without limitation, parcels pooled for purposes of a Non-Recourse Debt financing) of real property and related assets and not in any other building or parcel of real property.

“Proposed Unencumbered Asset” has the meaning specified in Section 5.01(j)(iii).

“Pro Rata Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s Revolving Credit Commitment at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator of which is the Revolving Credit Facility at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the Revolving Credit Facility as in effect immediately prior to such termination).

“Qualifying Ground Lease” means a lease of Real Property containing the following terms and conditions: (a) a remaining term (including any unexercised extension options as to which there are no conditions precedent to exercise thereof other than the giving of a notice of exercise) of 30 years or more from the Closing Date; (b) the right of the lessee to mortgage and encumber its interest in the leased property without the consent of the lessor; (c) the obligation of the lessor to give the holder of any mortgage Lien on such leased property written notice of any defaults on the part of the lessee and agreement of such lessor that such lease will not be

terminated until such holder has had a reasonable opportunity to cure or complete foreclosures, and fails to do so; (d) reasonable transferability of the lessee’s interest under such lease, including ability to sublease; and (e) such other rights customarily required by mortgagees making a loan secured by the interest of the holder of a leasehold estate demised pursuant to a ground lease.

“Real Property” means all right, title and interest of the Borrower and each of its Subsidiaries in and to any land and any improvements located thereon, together with all equipment, furniture, materials, supplies and personal property in which such Person has an interest now or hereafter located on or used in connection with such land and improvements, and all appurtenances, additions, improvements, renewals, substitutions and replacements thereof now or hereafter acquired by such Person, in each case to the extent of such Person’s interest therein.

“Reclassification Date” means, with respect to any Redevelopment Asset, the date on which each of the following shall have occurred: (a) the Borrower shall have given notice to the Administrative Agent that it desires to reclassify such Asset as an Office Asset for purposes of this Agreement; (b) the Borrower shall have re-satisfied the conditions set forth in clauses (2) and (3) of Section 5.01(j)(iii)(A) with respect to such Asset and (c) the Administrative Agent or the Required Lenders shall have approved such reclassification (which approval shall not be unreasonably withheld).

“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.

“Redeemable” means, with respect to any Equity Interest, any Debt or any other right or Obligation, any such Equity Interest, Debt, right or Obligation that (a) the issuer has undertaken to redeem at a fixed or determinable date or dates, whether by operation of a sinking fund or otherwise, or upon the occurrence of a condition not solely within the control of the issuer or (b) is redeemable at the option of the holder.

“Redevelopment Asset” means an Office Asset (a) designated by the Borrower in a notice to the Administrative Agent as a “Redevelopment Asset”, (b) which either (i) has been acquired by the Borrower or any of its Subsidiaries with a view toward renovating or rehabilitating such Asset at an aggregate anticipated cost in excess of 10% of the acquisition cost thereof, or (ii) the Borrower or a Subsidiary thereof intends to renovate or rehabilitate at an aggregate anticipated cost in excess of 10% of the Capitalized Value of such Asset, and (c) that does not qualify as a “Development Asset” by reason of, among other things, the redevelopment plan for such Asset not including a total demolition of the existing building(s) and improvements. Each Redevelopment Asset shall continue to be classified as a Redevelopment Asset hereunder until the applicable Reclassification Date for such Asset, upon and after which such Asset shall be classified as an Office Asset hereunder.

“Reference Banks” means Citibank, N.A., Bank of America, N.A. and KeyBank National Association.

“Refinancing Debt” means, with respect to any Debt, any Debt extending the maturity of, or refunding or refinancing, in whole or in part, such Debt, provided that (a) the terms of any Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, do not provide for any Lien on any Unencumbered Assets and are otherwise not

prohibited by the Loan Documents, (b) the principal (or committed) amount of such Debt shall not be increased above the principal (or committed) amount thereof outstanding immediately prior to such extension, refunding or refinancing plus the amount of any applicable premium and all fees and expenses, and the direct and contingent obligors therefor shall not be changed (other than to include new and/or additional Excluded Subsidiaries as obligors), as a result of or in connection with such extension, refunding or refinancing and (c) the provisions relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material provisions taken as a whole, of any such Refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are on then current market terms, and (d) the interest rate applicable to any such Refinancing Debt does not exceed the then applicable market interest rate.

“Register” has the meaning specified in Section 9.07(d).

“Regulation U” means Regulation U of the Board of Governors of the Federal Reserve System, as in effect from time to time.

“REIT” means a Person that is qualified to be treated for tax purposes as a real estate investment trust under Sections 856-860 of the Internal Revenue Code.

“Replacement Lender” has the meaning specified in Section 9.01(b).

“Required Lenders” means, at any time, Lenders owed or holding greater than 50% of the sum of (a) the aggregate principal amount (expressed in Dollars and including the Equivalent in Dollars at such time of any amounts denominated in a Committed Foreign Currency) of the Advances outstanding at such time, (b) the aggregate Available Amount of all Letters of Credit outstanding at such time and (c) the aggregate Unused Revolving Credit Commitments at such time. For purposes of this definition, the aggregate principal amount of Swing Line Advances owing to the Swing Line Bank and of Letter of Credit Advances owing to any Issuing Bank and the Available Amount of each Letter of Credit shall be considered to be owed to the U.S. Dollar Revolving Lenders ratably in accordance with their respective U.S. Dollar Revolving Credit Commitments.

“Responsible Officer” means any executive officer (including a vice president) of, or any executive officer (including a vice president) of any general partner or managing member or manager of, any Loan Party or any of its Subsidiaries.

“Revolving Credit Advance” means a U.S. Dollar Revolving Credit Advance or a Multicurrency Revolving Credit Advance.

“Revolving Credit Borrowing Minimum” means, in respect of Revolving Credit Advances denominated in Dollars, $2,500,000, in respect of Revolving Credit Advances denominated in Sterling, £500,000, in respect of Revolving Credit Advances denominated in Euros, €500,000, in respect of Revolving Credit Advances denominated in Canadian Dollars, CDN$500,000 and, in respect of Revolving Credit Advances denominated in Swiss Francs, CHF500,000.

“Revolving Credit Borrowing Multiple” means, in respect of Revolving Credit Advances denominated in Dollars, $500,000, in respect of Revolving Credit Advances denominated in Sterling, £250,000, in respect of Revolving Credit Advances denominated in Euros, €250,000, in respect of Revolving Credit Advances denominated in Canadian Dollars, CDN$250,000 and, in respect of Revolving Credit Advances denominated in Swiss Francs, CHF250,000.

“Revolving Credit Commitment” means, with respect to any Lender, the sum of such Lender’s Multicurrency Revolving Credit Commitment and such Lender’s U.S. Dollar Revolving Credit Commitment and “Revolving Credit Commitments” means the aggregate principal amount of the Revolving Credit Commitments of all the Lenders, the maximum amount of which shall be $650,000,000, as increased from time to time pursuant to Section 2.18 or as reduced from time to time pursuant to Section 2.05.

“Revolving Credit Facility” means, at any time, the aggregate amount of the Lenders’ Revolving Credit Commitments at such time.

“Revolving Credit Reduction Minimum” means, in respect of Revolving Credit Advances denominated in Dollars, $1,000,000, in respect of Revolving Credit Advances denominated in Sterling, £500,000, in respect of Revolving Credit Advances denominated in Euros, €500,000, in respect of Revolving Credit Advances denominated in Canadian Dollars, CDN$500,000 and, in respect of Revolving Credit Advances denominated in Swiss Francs, CHF500,000.

“Revolving Credit Reduction Multiple” means, in respect of Revolving Credit Advances denominated in Dollars, $250,000, in respect of Revolving Credit Advances denominated in Sterling, £250,000 and, in respect of Revolving Credit Advances denominated in Euros, €250,000, in respect of Revolving Credit Advances denominated in Canadian Dollars, CDN$250,000 and, in respect of Revolving Credit Advances denominated in Swiss Francs, CHF250,000.

“S&P” means Standard & Poor’s Ratings Group, a division of The McGraw-Hill Companies, Inc. and any successor thereto.

“Sarbanes-Oxley” means the Sarbanes-Oxley Act of 2002, as amended.

“Second Extension Date” has the meaning specified in Section 2.16.

“Secured Debt Leverage Ratio” means, at any date of determination, the ratio, expressed as a percentage, of (a) Consolidated secured Debt of the Parent Guarantor and its Subsidiaries to (b) Total Asset Value, in each case as at the end of the most recently ended fiscal quarter of the Parent Guarantor 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.

“Secured Parties” means the Administrative Agent, the Lender Parties and the Hedge Banks.

“Securities Act” means the Securities Act of 1933, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Securities Exchange Act” means the Securities Exchange Act of 1934, as amended to the date hereof and from time to time hereafter, and any successor statute.

“Single Employer Plan” means a single employer plan, as defined in Section 4001(a)(15) of ERISA, in which (a) any Loan Party or any ERISA Affiliate and no Person other than the Loan

Parties and the ERISA Affiliates is a contributing sponsor or (b) any Loan Party or any ERISA Affiliate, and no Person other than the Loan Parties and the ERISA Affiliates, is a contributing sponsor if such Loan Party or ERISA Affiliate could reasonably be expected to have liability under Section 4069 of ERISA in the event such plan has been or were to be terminated.

“Sub-Agent” means Citibank International plc.

“Solvent” means, with respect to any Person on a particular date, that on such date (a) the fair value of the property of such Person, on a going-concern basis, is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Person, (b) the present fair salable value of the assets of such Person, on a going-concern basis, is not less than the amount that will be required to pay the probable liability of such Person on its debts as they become absolute and matured, (c) such Person does not intend to, and does not believe that it will, incur debts or liabilities beyond such Person’s ability to pay such debts and liabilities as they mature and (d) such Person is not engaged in business or a transaction, and is not about to engage in business or a transaction, for which such Person’s property would constitute an unreasonably small capital. The amount of contingent liabilities at any time shall be computed as the amount that, in the light of all the facts and circumstances existing at such time (including, without limitation, after taking into account appropriate discount factors for the present value of future contingent liabilities), represents the amount that can reasonably be expected to become an actual or matured liability.

“Standby Letter of Credit” means any Letter of Credit issued under the Letter of Credit Facility, other than a Trade Letter of Credit or a Bank Guarantee.

“Sterling” and “£” each means lawful currency of the United Kingdom of Great Britain and Northern Ireland.

“Subordinated Obligations” has the meaning specified in Section 7.07(a).

“Subsidiary” of any Person means any corporation, partnership, joint venture, limited liability company, trust or estate (i) of which (or in which) more than 50% of (a) the issued and outstanding capital stock having ordinary voting power to elect a majority of the Board of Directors of such corporation (irrespective of whether at the time capital stock of any other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency), (b) the interest in the capital or profits of such partnership, joint venture or limited liability company or (c) the beneficial interest in such trust or estate, in each case, is at the time directly or indirectly owned or controlled by such Person, by such Person and one or more of its other Subsidiaries or by one or more of such Person’s other Subsidiaries, or (ii) the accounts of which would appear on the Consolidated financial statements of such Person in accordance with GAAP.

“Subsidiary Guarantor” has the meaning specified in the recital of parties to this Agreement.

“Surviving Debt” means Debt of each Loan Party and its Subsidiaries outstanding immediately after the Effective Date.

“Swing Line Advance” means an advance made by (a) the Swing Line Bank pursuant to Section 2.01(c) or (b) any Lender pursuant to Section 2.02(b).

“Swing Line Bank” means CNAI, in its capacity as the Lender of Swing Line Advances, and its successors and permitted assigns in such capacity.

“Swing Line Borrowing” means a borrowing consisting of a Swing Line Advance made by the Swing Line Bank pursuant to Section 2.01(c) or the Lenders pursuant to Section 2.02(b).

“Swing Line Commitment” means, with respect to the Swing Line Bank, the amount of the Swing Line Facility set forth in Section 2.01(b), as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“Swing Line Facility” has the meaning specified in Section 2.01(c).

“Swiss Francs” and “CHF” each means lawful currency of the Swiss Federation.

“Taxes” has the meaning specified in Section 2.12(a).

“Tenancy Leases” means operating leases, subleases, licenses, occupancy agreements and rights-of-use entered into by the Borrower or any of its Subsidiaries in its capacity as a lessor or a similar capacity in the ordinary course of business that do not materially and adversely affect the use of the Real Property encumbered thereby for its intended purpose.

“Termination Date” means the earlier of (a) August 31, 2010, subject to any extension thereof pursuant to Section 2.16, and (b) the date of termination in whole of the Revolving Credit Commitments, the Letter of Credit Commitments and the Swing Line Commitment pursuant to Section 2.05 or 6.01.

“Total Asset Value” means, on any date of determination, (a) the sum of the Asset Values for all Assets at such date, plus (b) all unrestricted cash and Cash Equivalents on hand of the Parent Guarantor and its Subsidiaries.

“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 (other than Development Assets and Redevelopment Assets) shall not be greater than or equal to 80%, 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; and provided still further that if the sum of the Asset Values of all Unencumbered Assets comprised of Redevelopment Assets and Development Assets (provided that the portion of such combined total sum arising from Unencumbered Assets comprised of Development Assets shall not exceed 10% of the Total Unencumbered Asset Value) shall exceed 33% of the Total Unencumbered Asset Value, then Total Unencumbered Asset Value shall be reduced by the amount of such excess (“Excess Redevelopment and Development Value”).

“Trade Letter of Credit” means any Letter of Credit that is issued under the Letter of Credit Facility for the benefit of a supplier of inventory to the Borrower or any of its Subsidiaries to effect payment for such Inventory.

“Transfer” has the meaning specified in Section 5.02(e).

“Type” refers to the distinction between Advances bearing interest at the Base Rate and Advances bearing interest at the Eurocurrency Rate.

“UCC” means the Uniform Commercial Code as in effect, from time to time, in the State of New York, provided that, if perfection or the effect of perfection or non-perfection or the priority of any security interest under any Loan Document is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, “UCC” means the Uniform Commercial Code as in effect from time to time in such other jurisdiction for purposes of the provisions hereof relating to such perfection, effect of perfection or non-perfection or priority.

“Unencumbered Asset Conditions” means, with respect to any Proposed Unencumbered Asset, that such Proposed Unencumbered Asset (a) is an Office Asset, Redevelopment Asset or Development Asset located in the United States of America or Canada, (b) is owned in fee simple absolute or subject to a Qualifying Ground Lease, (c) except in the case of a Redevelopment Asset or a Development Asset, is income-producing, (d) is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (e) except in the case of any non-income producing Redevelopment Asset or Development Asset, is operated by a property manager reasonably acceptable to the Administrative Agent, (f) is not subject to mezzanine Debt financing, (g) is not subject to any Lien (other than Permitted Liens) or any Negative Pledge, (h) to the extent owned by a Loan Party that is a Subsidiary of the Borrower, none of the Borrower’s direct or indirect Equity Interests in such Subsidiary owner is subject to any Lien (other than Permitted Liens) or any Negative Pledge, (i) is an Asset with respect to which the Borrower directly, or indirectly through such Subsidiary owner, has the right to take the following actions without the need to obtain the consent of any Person: (i) to create Liens on such Asset as security for the Obligations of the Loan Parties under or in respect of the Loan Documents, and (ii) to sell, transfer or otherwise dispose of such Asset and (j) is owned directly by the Borrower or a Guarantor.

“Unencumbered Assets” means only those Office Assets, Redevelopment Assets and Development Assets (a) for which the applicable conditions (as may be determined by the Administrative Agent in its sole discretion) in Section 3.01 and, if applicable, 5.01(j)(iii) have been satisfied and as the Administrative Agent or the Required Lenders, in their sole discretion, shall from time to time elect to consider Unencumbered Assets for purposes of this Agreement, and (b) listed on Schedule II hereto (as supplemented from time to time pursuant to Section 5.01(j)(iii)). Without limitation of the foregoing, no Redevelopment Asset or Development Asset shall qualify as an Unencumbered Asset without the prior approval of the Administrative Agent (which approval shall not be unreasonably withheld).

“Unencumbered Assets Certificate” means a certificate in substantially the form of Exhibit E hereto, duly certified by the Chief Financial Officer or other Responsible Officer of the Parent Guarantor.

“Unencumbered Assets Debt Service Coverage Ratio” means, at any date of determination, the ratio of (a) the aggregate Adjusted Net Operating Income for all Unencumbered Assets to (b) four times the actual interest expense of the Parent Guarantor and its Subsidiaries on all Unsecured Debt for the fiscal quarter of the Parent Guarantor most recently ended for which financial statements are required to be delivered pursuant to Section 5.03(b) or (c), as the case may be.

“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), but exclusive of (a) Debt secured by any Lien, (b) guarantee obligations in respect of Debt secured by any Lien, and (c) guaranties by parent entities of the Recourse Debt of one or more of their respective Subsidiaries in an aggregate amount not greater than 5.0% of Total Asset Value.

“Unused Fee” has the meaning specified in Section 2.08(a).

“Unused Multicurrency Revolving Credit Commitment” means, with respect to any Lender with a Multicurrency Revolving Credit Commitment at any time, (a) such Lender’s Multicurrency Revolving Credit Commitment at such time minus (b) the aggregate principal amount (denominated in Dollars (including, if applicable, the Equivalent in Dollars of any amounts that are not Dollar denominated)) of all Multicurrency Revolving Credit Advances made by such Lender and outstanding at such time.

“Unused Revolving Credit Commitment” means, with respect to any Lender at any time, the sum of (a) such Lender’s Unused U.S. Dollar Revolving Credit Commitment at such time and (b) such Lender’s Unused Multicurrency Revolving Credit Commitment at such time.

“Unused U.S. Dollar Revolving Credit Commitment” means, with respect to any Lender with a U.S. Dollar Revolving Credit Commitment at any time, (a) such Lender’s U.S. Dollar Revolving Credit Commitment at such time minus (b) the sum of (i) the aggregate principal amount of all U.S. Dollar Revolving Credit Advances, Swing Line Advances and Letter of Credit Advances made by such Lender (in its capacity as a Lender) and outstanding at such time plus (ii) such Lender’s U.S. Dollar Revolving Credit Pro Rata Share of (A) the aggregate Available Amount of all Letters of Credit outstanding at such time, (B) the aggregate principal amount of all Letter of Credit Advances made by the Issuing Banks pursuant to Section 2.03(c) and outstanding at such time and (C) the aggregate principal amount of all Swing Line Advances made by the Swing Line Bank pursuant to Section 2.01(c) and outstanding at such time.

“U.S. Dollar Commitment Increase” has the meaning specified in Section 2.18(a).

“U.S. Dollar Issuing Bank” means the Initial Issuing Bank and any other Lender approved as a U.S. Dollar Issuing Bank by the Administrative Agent and the Borrower and any Eligible Assignee to which a U.S. Dollar Letter of Credit Commitment hereunder has been assigned pursuant to Section 9.07 so long as each such Lender or each such Eligible Assignee expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a U.S. Dollar Issuing Bank and notifies the Administrative Agent of its Applicable Lending Office and the amount of its U.S. Dollar Letter of Credit Commitment (which information shall be recorded by the Administrative Agent in the Register) for so long as such Initial Issuing Bank, Lender or Eligible Assignee, as the case may be, shall have a U.S. Dollar Letter of Credit Commitment.

“U.S. Dollar Lender Party” means any U.S. Dollar Revolving Lender, the Swing Line Bank or any Issuing Bank.

“U.S. Dollar Letter of Credit Commitment” means, with respect to any U.S. Dollar Issuing Bank at any time, the amount set forth opposite such U.S. Dollar Issuing Bank’s name on Schedule I hereto under the caption “U.S. Dollar Letter of Credit Commitment” or, if such U.S. Dollar Issuing Bank has entered into one or more Assignment and Acceptances, set forth for such U.S. Dollar Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such U.S. Dollar Issuing Bank’s “U.S. Dollar Letter of Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“U.S. Dollar Letter of Credit Facility” means, at any time, an amount equal to the lesser of (a) the aggregate amount of the U.S. Dollar Issuing Banks’ Letter of Credit Commitments at such time, and (b) $100,000,000, as such amount may be reduced at or prior to such time pursuant to Section 2.05.

“U.S. Dollar Letters of Credit” has the meaning specified in Section 2.01(b).

“U.S. Dollar Purchasing Lender” has the meaning specified in Section 2.18(e).

“U.S. Dollar Revolving Credit Advance” has the meaning specified in Section 2.01(a)(i).

“U.S. Dollar Revolving Credit Commitment” means, (a) with respect to any Lender at any time, the amount set forth opposite such Lender’s name on Schedule I hereto under the caption “U.S. Dollar Revolving Credit Commitment” or (b) if such Lender has entered into one or more Assignment and Acceptances or Assumption Agreements, set forth for such Lender in the Register maintained by the Administrative Agent pursuant to Section 9.07(d) as such Lender’s “U.S. Dollar Revolving Credit Commitment”, as such amount may be reduced at or prior to such time pursuant to Section 2.05 or increased pursuant to Section 2.18.

“U.S. Dollar Revolving Credit Facility” means, at any time, the aggregate amount of the Lenders’ U.S. Dollar Revolving Credit Commitments at such time.

“U.S. Dollar Revolving Lender” means any Person that is a Lender hereunder in respect of the U.S. Dollar Revolving Credit Facility in its capacity as a Lender in respect of such Facility.

“U.S. Dollar Revolving Credit Pro Rata Share” of any amount means, with respect to any Lender at any time, the product of such amount times a fraction the numerator of which is the amount of such Lender’s U.S. Dollar Revolving Credit Commitment at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, such Lender’s U.S. Dollar Revolving Credit Commitment as in effect immediately prior to such termination) and the denominator of which is the U.S. Dollar Revolving Credit Facility at such time (or, if the Commitments shall have been terminated pursuant to Section 2.05 or 6.01, the U.S. Dollar Revolving Credit Facility as in effect immediately prior to such termination).

“U.S. Dollar Selling Lender” has the meaning specified in Section 2.18(e).

“Voting Interests” means shares of capital stock issued by a corporation, or equivalent Equity Interests in any other Person, the holders of which are ordinarily, in the absence of contingencies, entitled to vote for the election of directors (or persons performing similar functions) of such Person, even if the right so to vote has been suspended by the happening of such a contingency.

“Withdrawal Liability” has the meaning specified in Part I of Subtitle E of Title IV of ERISA.

SECTION 1.02. Computation of Time Periods; Other Definitional Provisions. In this Agreement and the other Loan Documents in the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. References in the Loan Documents to any agreement or contract “as amended” shall mean and be a reference to such agreement or contract as amended, amended and restated, supplemented or otherwise modified from time to time in accordance with its terms.

SECTION 1.03. Accounting Terms. All accounting terms not specifically defined herein shall be construed in accordance with generally accepted accounting principles consistent with those applied in the preparation of the financial statements of the Parent Guarantor referred to in Section 4.01(g) (“GAAP”).

ARTICLE II

AMOUNTS AND TERMS OF THE ADVANCES AND THE LETTERS OF CREDIT

SECTION 2.01. The Advances and the Letters of Credit. (a) (i) The U.S. Revolving Credit Advances. Each Lender with a U.S. Dollar Revolving Credit Commitment severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a “U.S. Dollar Revolving Credit Advance”) in Dollars to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date in an amount for each such U.S. Dollar Revolving Credit Advance not to exceed such Lender’s Unused U.S. Dollar Revolving Credit Commitment at such time. Each Borrowing shall be in an aggregate amount not less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof and shall consist of U.S. Dollar Revolving Credit Advances in Dollars of the same Type made simultaneously by the Lenders with U.S. Dollar Revolving Credit Commitments ratably according to their U.S. Dollar Revolving Credit Commitments. Within the limits of each Lender’s Unused U.S. Dollar Revolving Credit Commitment in effect from time to time and prior to the Termination Date, the Borrower may borrow under this Section 2.01(a)(i), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(a)(i).

(ii) The Multicurrency Revolving Credit Advances. Each Lender with a Multicurrency Revolving Credit Commitment severally agrees, on the terms and conditions hereinafter set forth, to make advances (each a “Multicurrency Revolving Credit Advance”) in Dollars or in a Committed Foreign Currency to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date (A) in an amount for each such Multicurrency Revolving Credit Advance not to exceed such Lender’s Unused Multicurrency Revolving Credit Commitment at such time, (B) the Equivalent in Dollars of the portion of the Facility Exposure denominated in Swiss Francs and Canadian Dollars shall not at any time exceed $50,000,000 in the aggregate and (C) the Equivalent in Dollars of the portion of the Facility Exposure denominated in Committed Foreign Currencies shall not at any time exceed 50% of the aggregate Commitments. Each Borrowing shall be in an aggregate amount not less than the Revolving Credit Borrowing Minimum or a Revolving Credit Borrowing Multiple in excess thereof and shall consist of Multicurrency Revolving Credit Advances of the same Type and in the same currency made simultaneously by the Lenders with Multicurrency Revolving Credit Commitments ratably according to their Multicurrency Revolving Credit Commitments. Within the limits of each Lender’s Unused Multicurrency Revolving Credit Commitment in effect from time to time and prior to the Termination Date, the Borrower may borrow under this Section 2.01(a)(ii), prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(a)(ii).

(b) Letters of Credit. Each U.S. Dollar Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in Dollars and to continue any Existing Letters of Credit denominated in Dollars (set forth on Schedule III hereto) (the “U.S. Dollar Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Termination Date in an aggregate Available Amount (i) for all U.S. Dollar Letters of Credit not to exceed at any time the U.S. Dollar Letter of Credit Facility at such time, (ii) for all U.S. Dollar Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s U.S. Dollar Letter of Credit Commitment at such time, and (iii) for each such U.S. Dollar Letter of Credit not to exceed the Unused U.S. Dollar Revolving Credit Commitments of the Lenders at such time. Each Multicurrency Issuing Bank severally agrees, on the terms and conditions hereinafter set forth, to issue (or cause its Affiliate that is a commercial bank to issue on its behalf) letters of credit denominated in Dollars or in a Committed Foreign Currency and Bank Guarantees denominated in Swiss Francs, Euros or Sterling and to continue any Existing Letters of Credit and Bank Guarantees denominated in such currencies (set forth on Schedule III hereto) (such letters of credit and Bank Guarantees, collectively, the “Multicurrency Letters of Credit”), for the account of the Borrower from time to time on any Business Day during the period from the date hereof until 30 days before the Termination Date in an aggregate Available Amount (X) for all Multicurrency Letters of Credit not to exceed at any time the Multicurrency Letter of Credit Facility at such time, (Y) for all Multicurrency Letters of Credit issued by such Issuing Bank not to exceed such Issuing Bank’s Multicurrency Letter of Credit Commitment at such time, and (Z) for each such Multicurrency Letter of Credit not to exceed the Unused Multicurrency Revolving Credit Commitments of the Lenders at such time. No Letter of Credit shall have an expiration date (including all rights of the Borrower or the beneficiary to require renewal) later than (A) in the case of a Standby Letter of Credit, the earlier of (1) 30 days before the Termination Date and (2) one year after the date of issuance thereof, but may by its terms be renewable annually upon notice (a “Notice of Renewal”) given to the Issuing Bank that issued such Standby Letter of Credit and the Administrative Agent on or prior to any date for notice of renewal set forth in such Letter of Credit but in any event at least three Business Days prior to the date of the proposed renewal of such Standby Letter of Credit and upon fulfillment of the applicable conditions set forth in Article III unless such Issuing Bank has notified the Borrower (with a copy to the Administrative Agent) on or prior to the date for notice of termination set forth in such Letter of Credit but in any event at least 30 Business Days prior to the date of automatic renewal of its election not to renew such Standby Letter of Credit (a “Notice of Termination”), (B) in the case of a Trade Letter of Credit, the earlier of (1) 30 days before the Termination Date, and (2) 30 days after the date of issuance thereof, and (C) in the case of a Bank Guarantee, 30 days before the Termination Date; provided, however, that the terms of each Standby Letter of Credit that is automatically renewable annually shall (x) require the Issuing Bank that issued such Standby Letter of Credit to give the beneficiary named in such Standby Letter of Credit notice of any Notice of Termination, (y) permit such beneficiary, upon receipt of such notice, to draw under such Standby Letter of Credit prior to the date such Standby Letter of Credit otherwise would have been automatically renewed and (z) not permit the expiration date (after giving effect to any renewal) of such Standby Letter of Credit in any event to be extended to a date later than 30 days before the Termination Date. If either a Notice of Renewal is not given by the Borrower or a Notice of Termination is given by the relevant Issuing Bank pursuant to the immediately preceding sentence, such Standby Letter of Credit shall expire on the date on which it otherwise would have been automatically renewed; provided, however, that even in the absence of receipt of a Notice of Renewal the relevant Issuing Bank may in its discretion, unless instructed to the contrary by the Administrative Agent or the Borrower, deem that a Notice of Renewal had been timely delivered and in such case, a Notice of Renewal shall be deemed to have been so delivered for all purposes under this Agreement. Each Standby Letter of Credit and Bank Guarantee shall contain a provision authorizing the Issuing Bank that issued such Letter of Credit to deliver to the beneficiary of such Letter of Credit, upon the occurrence and during the continuance of an Event of Default, a notice (a “Default Termination Notice”) terminating such Letter of Credit and giving such beneficiary 15 days to draw such Letter of Credit. Within the limits of

the Letter of Credit Facility, and subject to the limits referred to above, the Borrower may request the issuance of Letters of Credit under this Section 2.01(b), repay any Letter of Credit Advances resulting from drawings thereunder pursuant to Section 2.03(c) and request the issuance of additional Letters of Credit under this Section 2.01(b). Notwithstanding the foregoing, from and after the date on which the Borrower gives notice of its election to extend the Termination Date pursuant to Section 2.16, all references in this Section 2.01(b) to “30 days before the Termination Date” shall be deemed to refer to 30 days before the Termination Date that will apply following the effectiveness of such extension.

(c) The Swing Line Advances. The Borrower may request the Swing Line Bank to make, and the Swing Line Bank agrees to make, on the terms and conditions hereinafter set forth, Swing Line Advances denominated in Dollars to the Borrower from time to time on any Business Day during the period from the date hereof until the Termination Date (i) in an aggregate amount not to exceed at any time outstanding $75,000,000 (the “Swing Line Facility”) and (ii) in an amount for each such Swing Line Borrowing not to exceed the aggregate of the Unused U.S. Dollar Revolving Credit Commitments of the Lenders at such time. No Swing Line Advance shall be used for the purpose of funding the payment of principal of any other Swing Line Advance. Each Swing Line Borrowing shall be in an amount of $250,000 or an integral multiple of $250,000 in excess thereof and shall be made as a Base Rate Advance. Within the limits of the Swing Line Facility and within the limits referred to in clause (ii) above, the Borrower may borrow under this Section 2.01(c), repay pursuant to Section 2.04(b) or prepay pursuant to Section 2.06(a) and reborrow under this Section 2.01(c).

SECTION 2.02. Making the Advances. (a) Except as otherwise provided in Section 2.03, each Borrowing shall be made on notice, given not later than (x) 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in Dollars, (y) 3:00 P.M. (London time) on the third Business Day prior to the date of the proposed Borrowing in the case of a Revolving Credit Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Foreign Currency, or (z) 12:00 P.M. (New York City time) on the date of the proposed Borrowing in the case of a Borrowing consisting of Base Rate Advances, by the Borrower to the Administrative Agent (and, in the case of a Borrowing consisting of Eurocurrency Rate Advances denominated in any Committed Foreign Currency, simultaneously to the Sub-Agent), which shall give to each relevant Lender prompt notice thereof by telex or telecopier. Each such notice of a Borrowing (a “Notice of Borrowing”) shall be by telephone, confirmed immediately in writing, or telex or telecopier or e-mail, in each case in substantially the form of Exhibit B hereto, specifying therein the requested (i) date of such Borrowing, (ii) Facility under which such Borrowing is requested, (iii) Type of Advances comprising such Borrowing, (iv) aggregate amount of such Borrowing (v) in the case of a Borrowing consisting of Eurocurrency Rate Advances, initial Interest Period for each such Advance, and (vi) in the case of a Borrowing consisting of Multicurrency Revolving Credit Advances, currency of such Advances. Each Lender with a Commitment in respect of the applicable Facility shall, before 2:00 P.M. (New York City time) on the date of such Borrowing in the case of a Borrowing consisting of Advances denominated in Dollars, and before 3:00 P.M. (London time) on the date of such Borrowing in the case of a Borrowing consisting of Eurocurrency Advances denominated in any Committed Foreign Currency, make available for the account of its Applicable Lending Office to the Administrative Agent at the applicable Administrative Agent’s Account, in same day funds, such Lender’s ratable portion of such Borrowing in accordance with the respective Commitments of such Lender and the other Lenders in respect of the applicable Facility. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account; provided, however, that in the case of any Borrowing under the U.S. Dollar Revolving Credit Facility, the Administrative Agent shall first make a portion of such funds equal to the aggregate principal amount of any Swing Line Advances and Letter of Credit Advances made by the Swing Line Bank or any Issuing Bank, as the case may be, and by any other Lender and outstanding on

the date of such Borrowing, plus interest accrued and unpaid thereon to and as of such date, available to the Swing Line Bank or such Issuing Bank, as the case may be, and such other Lenders for repayment of such Swing Line Advances and Letter of Credit Advances.

(b) Each Swing Line Borrowing shall be made on notice, given not later than 1:00 P.M. (New York City time) on the date of the proposed Swing Line Borrowing, by the Borrower to the Swing Line Bank and the Administrative Agent. Each such notice of a Swing Line Borrowing (a “Notice of Swing Line Borrowing”) shall be by telephone, confirmed immediately in writing or by telecopier or e-mail, in each case specifying therein the requested (i) date of such Borrowing, (ii) amount of such Borrowing and (iii) maturity of such Borrowing (which maturity shall be no later than the earlier of (A) the seventh day after the requested date of such Borrowing and (B) the Termination Date). The Swing Line Bank shall, before 2:00 P.M. (New York City time) on the date of such Swing Line Borrowing, make the amount thereof available to the Administrative Agent at the Administrative Agent’s Account, in same day funds. After the Administrative Agent’s receipt of such funds and upon fulfillment of the applicable conditions set forth in Article III, the Administrative Agent will make such funds available to the Borrower by crediting the Borrower’s Account. Upon written demand by the Swing Line Bank, with a copy of such demand to the Administrative Agent, each other U.S. Dollar Revolving Lender shall purchase from the Swing Line Bank, and the Swing Line Bank shall sell and assign to each such other U.S. Dollar Revolving Lender, such other U.S. Dollar Revolving Lender’s U.S. Dollar Revolving Credit Pro Rata Share of such outstanding Swing Line Advance as of the date of such demand, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of the Swing Line Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Swing Line Advance to be purchased by such U.S. Dollar Revolving Lender. The Borrower hereby agrees to each such sale and assignment. Each U.S. Dollar Revolving Lender agrees to purchase its U.S. Dollar Revolving Credit Pro Rata Share of an outstanding Swing Line Advance on (i) the Business Day on which demand therefor is made by the Swing Line Bank, provided that notice of such demand is given not later than 1:00 P.M. (New York City time) on such Business Day or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by the Swing Line Bank to any other U.S. Dollar Revolving Lender of a portion of a Swing Line Advance, the Swing Line Bank represents and warrants to such other U.S. Dollar Revolving Lender that the Swing Line Bank is the legal and beneficial owner of such interest being assigned by it, but makes no other representation or warranty and assumes no responsibility with respect to such Swing Line Advance, the Loan Documents or any Loan Party. If and to the extent that any U.S. Dollar Revolving Lender shall not have so made the amount of such Swing Line Advance available to the Administrative Agent, such U.S. Dollar Revolving Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by the Swing Line Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate. If such U.S. Dollar Revolving Lender shall pay to the Administrative Agent such amount for the account of the Swing Line Bank on any Business Day, such amount so paid in respect of principal shall constitute a Swing Line Advance made by such U.S. Dollar Revolving Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Swing Line Advance made by the Swing Line Bank shall be reduced by such amount on such Business Day.

(c) Anything in subsection (a) above to the contrary notwithstanding, (i) the Borrower may not select Eurocurrency Rate Advances for the initial Borrowing hereunder or for any Borrowing if the aggregate amount of such Borrowing is less than the Revolving Credit Borrowing Minimum or if the obligation of the Lenders to make Eurocurrency Rate Advances shall then be suspended pursuant to Section 2.07(d)(ii), 2.09 or 2.10 and (ii) there may not be more than twenty (20) separate Interest Periods outstanding at any time.

(d) Each Notice of Borrowing and Notice of Swing Line Borrowing shall be irrevocable and binding on the Borrower. In the case of any Borrowing that the related Notice of Borrowing specifies is to be comprised of Eurocurrency Rate Advances, the Borrower shall indemnify each Lender against any loss, cost or expense incurred by such Lender as a result of any failure to fulfill on or before the date specified in such Notice of Borrowing for such Borrowing the applicable conditions set forth in Article III, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by such Lender to fund the Advance to be made by such Lender as part of such Borrowing when such Advance, as a result of such failure, is not made on such date.

(e) Unless the Administrative Agent shall have received notice from a Lender prior to (x) the date of any Borrowing consisting of Eurocurrency Rate Advances or (y) 2:00 P.M.(New York City time) on the date of any Borrowing consisting of Base Rate Advances that such Lender will not make available to the Administrative Agent such Lender’s ratable portion of such Borrowing, the Administrative Agent may assume that such Lender has made such portion available to the Administrative Agent on the date of such Borrowing in accordance with subsection (a) of this Section 2.02 and the Administrative Agent may, in reliance upon such assumption, make available to the Borrower on such date a corresponding amount. If and to the extent that such Lender shall not have so made such ratable portion available to the Administrative Agent, such Lender and the Borrower severally agree to repay or pay to the Administrative Agent forthwith on demand such corresponding amount and to pay interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid or paid to the Administrative Agent, at (i) in the case of the Borrower, the higher of (A) the interest rate applicable at such time under Section 2.07 to Advances comprising such Borrowing and (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Committed Foreign Currencies and (ii) in the case of such Lender, (A) the Federal Funds Rate in the case of Advances denominated in Dollars or (B) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in Committed Foreign Currencies. If such Lender shall pay to the Administrative Agent such corresponding amount, such amount so paid shall constitute such Lender’s Advance as part of such Borrowing for all purposes.

(f) The failure of any Lender to make the Advance to be made by it as part of any Borrowing shall not relieve any other Lender of its obligation, if any, hereunder to make its Advance on the date of such Borrowing, but no Lender shall be responsible for the failure of any other Lender to make the Advance to be made by such other Lender on the date of any Borrowing.

SECTION 2.03. Issuance of and Drawings and Reimbursement Under Letters of Credit. (a) Request for Issuance. Each Letter of Credit shall be issued upon notice, given not later than 12:00 Noon (New York City time) on the third Business Day (in respect of any proposed Letter of Credit to be denominated in Dollars or Canadian Dollars) or the fifth Business Day (in respect of any proposed Letter of Credit to be denominated in any Committed Foreign Currency other than Canadian Dollars), as applicable, prior to the date of the proposed issuance of such Letter of Credit, by the Borrower to any Issuing Bank, which shall give to the Administrative Agent and each Lender prompt notice thereof by telex, telecopier or e-mail or by means of the Platform. Each such notice of issuance of a Letter of Credit (a “Notice of Issuance”) shall be by telephone, confirmed immediately in writing, telex, telecopier or e-mail, in each case specifying therein the requested (i) date of such issuance (which shall be a Business Day), (ii) currency of such Letter of Credit and the Letter of Credit Facility pursuant to which such Letter of Credit shall be issued, (iii) Available Amount of such Letter of Credit, (iv) expiration date of such Letter of Credit, (v) name and address of the beneficiary of such Letter of Credit and (vi) form of such Letter of Credit, and shall be accompanied by such application and agreement for letter of credit as such Issuing Bank may specify to the Borrower for use in connection with such requested Letter of Credit (a

“Letter of Credit Agreement”). If (y) the requested form of such Letter of Credit is acceptable to such Issuing Bank in its sole discretion and (z) it has not received notice of objection to such issuance from the Required Lenders, such Issuing Bank will, upon fulfillment of the applicable conditions set forth in Article III, make such Letter of Credit available to the Borrower at its office referred to in Section 9.02 or as otherwise agreed with the Borrower in connection with such issuance. In the event and to the extent that the provisions of any Letter of Credit Agreement shall conflict with this Agreement, the provisions of this Agreement shall govern. All Existing Letters of Credit shall be deemed to have been issued pursuant to this Section 2.03(a).

(b) Letter of Credit Reports. Each Issuing Bank shall furnish (i) to each Lender on the first Business Day of each month a written report summarizing issuance and expiration dates of Letters of Credit issued by such Issuing Bank during the preceding month and drawings during such month under all Letters of Credit issued by such Issuing Bank and (ii) to the Administrative Agent and each Lender on the first Business Day of each calendar quarter a written report setting forth the average daily aggregate Available Amount during the preceding calendar quarter of all Letters of Credit issued by such Issuing Bank.

(c) Drawing and Reimbursement. The payment by any Issuing Bank of a draft drawn under any Letter of Credit shall constitute for all purposes of this Agreement the making by such Issuing Bank of a Letter of Credit Advance, which shall be a Base Rate Advance, in the amount of such draft. Upon written demand by any Issuing Bank with an outstanding Letter of Credit Advance, with a copy of such demand to the Administrative Agent, each U.S. Dollar Revolving Lender (in the case of an Advance pursuant to a U.S. Dollar Letter of Credit only) and each Multicurrency Revolving Lender (in the case of an Advance pursuant to a Multicurrency Letter of Credit only) (in each case, an “Applicable Lender”) shall purchase from such Issuing Bank, and such Issuing Bank shall sell and assign to each such Applicable Lender, such Lender’s Applicable Pro Rata Share of such outstanding Letter of Credit Advance as of the date of such purchase, by making available for the account of its Applicable Lending Office to the Administrative Agent for the account of such Issuing Bank, by deposit to the Administrative Agent’s Account, in same day funds, an amount equal to the portion of the outstanding principal amount of such Letter of Credit Advance to be purchased by such Applicable Lender. Promptly after receipt thereof, the Administrative Agent shall transfer such funds to such Issuing Bank. The Borrower hereby agrees to each such sale and assignment. Each Applicable Lender agrees to purchase its Applicable Pro Rata Share of an outstanding Letter of Credit Advance on (i) the Business Day on which demand therefor is made by the Issuing Bank which made such Advance, provided that notice of such demand is given not later than 11:00 A.M. (New York City time) on such Business Day, or (ii) the first Business Day next succeeding such demand if notice of such demand is given after such time. Upon any such assignment by an Issuing Bank to any Applicable Lender of a portion of a Letter of Credit Advance, such Issuing Bank represents and warrants to such Applicable Lender that such Issuing Bank is the legal and beneficial owner of such interest being assigned by it, free and clear of any liens, but makes no other representation or warranty and assumes no responsibility with respect to such Letter of Credit Advance, the Loan Documents or any Loan Party. If and to the extent that any Applicable Lender shall not have so made the amount of such Letter of Credit Advance available to the Administrative Agent, such Applicable Lender agrees to pay to the Administrative Agent forthwith on demand such amount together with interest thereon, for each day from the date of demand by such Issuing Bank until the date such amount is paid to the Administrative Agent, at the Federal Funds Rate for its account or the account of such Issuing Bank, as applicable. If such Applicable Lender shall pay to the Administrative Agent such amount for the account of such Issuing Bank on any Business Day, such amount so paid in respect of principal shall constitute a Letter of Credit Advance made by such Applicable Lender on such Business Day for purposes of this Agreement, and the outstanding principal amount of the Letter of Credit Advance made by such Issuing Bank shall be reduced by such amount on such Business Day.

(d) Failure to Make Letter of Credit Advances. The failure of any Lender to make the Letter of Credit Advance to be made by it on the date specified in Section 2.03(c) shall not relieve any other Lender of its obligation hereunder to make its Letter of Credit Advance on such date, but no Lender shall be responsible for the failure of any other Lender to make the Letter of Credit Advance to be made by such other Lender on such date.

SECTION 2.04. Repayment of Advances. (a) Revolving Credit Advances. The Borrower shall repay to the Administrative Agent for the ratable account of the Lenders on the Termination Date the aggregate outstanding principal amount of the Revolving Credit Advances then outstanding.

(b) Swing Line Advances. The Borrower shall repay to the Administrative Agent for the account of (i) the Swing Line Bank and (ii) each other Lender that has made a Swing Line Advance by purchase from the Swing Line Bank pursuant to Section 2.02(b), the outstanding principal amount of each Swing Line Advance made by each of them on the earlier of the maturity date specified in the applicable Notice of Swing Line Borrowing (which maturity shall be no later than the seventh day after the requested date of such Swing Line Borrowing) and the Termination Date.

(c) Letter of Credit Advances. (i) The Borrower shall repay to the Administrative Agent for the account of each Issuing Bank and each other Lender that has made a Letter of Credit Advance on the same day on which such Advance was made the outstanding principal amount of each Letter of Credit Advance made by each of them.

(ii) The Obligations of the Borrower under this Agreement, any Letter of Credit Agreement and any other agreement or instrument relating to any Letter of Credit (and the obligations of each Lender to reimburse the Issuing Bank with respect thereto) shall be unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement, such Letter of Credit Agreement and such other agreement or instrument under all circumstances, including, without limitation, the following circumstances:

(A) any lack of validity or enforceability of any Loan Document, any Letter of Credit Agreement, any Letter of Credit or any other agreement or instrument relating thereto (all of the foregoing being, collectively, the “L/C Related Documents”);

(B) any change in the time, manner or place of payment of, or in any other term of, all or any of the Obligations of the Borrower in respect of any L/C Related Document or any other amendment or waiver of or any consent to departure from all or any of the L/C Related Documents;

(C) the existence of any claim, set-off, defense or other right that the Borrower may have at any time against any beneficiary or any transferee of a Letter of Credit (or any Persons for which any such beneficiary or any such transferee may be acting), any Issuing Bank or any other Person, whether in connection with the transactions contemplated by the L/C Related Documents or any unrelated transaction;

(D) any statement or any other document presented under a Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue or inaccurate in any respect;

(E) payment by any Issuing Bank under a Letter of Credit against presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit;

(F) any exchange, release or non-perfection of any collateral, or any release or amendment or waiver of or consent to departure from the Guaranties or any other guarantee, for all or any of the Obligations of the Borrower in respect of the L/C Related Documents; or

(G) any other circumstance or happening whatsoever, whether or not similar to any of the foregoing, including, without limitation, any other circumstance that might otherwise constitute a defense available to, or a discharge of, the Borrower or a guarantor.

SECTION 2.05. Termination or Reduction of the Commitments. (a) Optional. The Borrower may, upon at least three Business Days’ notice to the Administrative Agent, terminate in whole or reduce in part the unused portions of the Swing Line Facility, the Letter of Credit Facility and the Unused Revolving Credit Commitments; provided, however, that each partial reduction of a Facility (i) shall be in an aggregate amount of the Revolving Credit Reduction Minimum (or in the case of the Swing Line Facility, $250,000) or a Revolving Credit Reduction Multiple in excess thereof and (ii) shall be made ratably among the Lenders in accordance with their Commitments with respect to such Facility.

(b) Mandatory. (i) The U.S. Dollar Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the U.S. Dollar Revolving Credit Facility by the amount, if any, by which the amount of the U.S. Dollar Letter of Credit Facility exceeds the U.S. Dollar Revolving Credit Facility after giving effect to such reduction of the U.S. Dollar Revolving Credit Facility. The Multicurrency Letter of Credit Facility shall be permanently reduced from time to time on the date of each reduction in the Multicurrency Revolving Credit Facility by the amount, if any, by which the amount of the Multicurrency Letter of Credit Facility exceeds the Multicurrency Revolving Credit Facility after giving effect to such reduction of the Multicurrency Revolving Credit Facility.

(ii) The Swing Line Facility shall be permanently reduced from time to time on the date of each reduction in the U.S. Dollar Revolving Credit Facility by the amount, if any, by which the amount of the Swing Line Facility exceeds the U.S. Dollar Revolving Credit Facility after giving effect to such reduction of the U.S. Dollar Revolving Credit Facility.

SECTION 2.06. Prepayments. (a) Optional. The Borrower may, upon same day notice in the case of Base Rate Advances and two Business Days’ notice in the case of Eurocurrency Rate Advances, in each case to the Administrative Agent stating the proposed date and aggregate principal amount of the prepayment, and if such notice is given the Borrower shall, prepay the outstanding aggregate principal amount of the Advances comprising part of the same Borrowing in whole or ratably in part, together with accrued interest to the date of such prepayment on the aggregate principal amount prepaid; provided, however, that (i) each partial prepayment shall be in an aggregate principal amount not less than the Revolving Credit Reduction Minimum or a Revolving Credit Reduction Multiple in excess thereof or, if less, the amount of the Advances outstanding and (ii) if any prepayment of a Eurocurrency Rate Advance is made on a date other than the last day of an Interest Period for such Advance, the Borrower shall also pay any amounts owing pursuant to Section 9.04(c).

(b) Mandatory. (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, (B) after taking into account any payments made pursuant to clause (A), the amount by which Unsecured Debt exceeds 70% of the Total Unencumbered Asset Value on such Business Day, and (C) after taking into account any payments made pursuant to the foregoing clauses (A) and (B), an amount denominated in Swiss Francs or Canadian Dollars to the extent the portion of the Facility Exposure denominated in such currencies exceeds the limitation thereon set forth in Section 2.01(a)(ii),

provided that any deposit in the L/C Cash Collateral Account made pursuant to this Section 2.06(b)(i) shall only be required to be maintained so long as the applicable circumstances giving rise to the requirement to make such deposit shall continue to exist or would again exist in the absence of such deposit.

(ii) The Borrower shall, on each Business Day, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account to equal the amount by which the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on such Business Day, provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the Letter of Credit Facility.

(iii) In the event the aggregate Available Amount under all outstanding U.S. Dollar Letters of Credit shall exceed the aggregate U.S. Dollar Letter of Credit Commitments of the Lenders, the Borrower shall, within five Business Days after written demand by the Administrative Agent, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account in respect of U.S. Dollar Letters of Credit (e.g., without reference to any amounts on deposit therein in respect of Multicurrency Letters of Credit) to equal the amount by which the aggregate Available Amount of all U.S. Dollar Letters of Credit then outstanding exceeds the U.S. Dollar Letter of Credit Facility on such Business Day, provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the U.S. Dollar Letter of Credit Facility. In the event the aggregate Available Amount under all outstanding Multicurrency Letters of Credit shall exceed the aggregate Multicurrency Letter of Credit Commitments of the Lenders, the Borrower shall, within five Business Days after written demand by the Administrative Agent, pay to the Administrative Agent for deposit in the L/C Cash Collateral Account an amount in Dollars sufficient to cause the aggregate amount on deposit in the L/C Cash Collateral Account in respect of Multicurrency Letters of Credit (e.g., without reference to any amounts on deposit therein in respect of U.S. Dollar Letters of Credit) to equal the amount by which the aggregate Available Amount of all Multicurrency Letters of Credit then outstanding exceeds the Multicurrency Letter of Credit Facility on such Business Day, provided that such deposit shall only be required to be maintained therein for so long as such aggregate Available Amount exceeds the Multicurrency Letter of Credit Facility.

(iv) In accordance with Section 5.02(e), the Borrower shall, within 12 months following the date of receipt of any Net Asset Sales Proceeds by the Borrower or any of its Subsidiaries, prepay an aggregate principal amount of the Advances comprising part of the same Borrowings and deposit an amount in the L/C Cash Collateral Account, in an aggregate amount equal to the amount of such Net Asset Sales Proceeds that have not been reinvested as permitted under Section 5.02(e), provided that such deposit shall only be required to be maintained therein for so long as the aggregate Available Amount of all Letters of Credit then outstanding exceeds the Letter of Credit Facility on the date of such prepayment.

(v) Prepayments of the Revolving Credit Facility made pursuant to clauses (i), (ii), (iii) and (iv) above shall be applied first to prepay Letter of Credit Advances then outstanding until such Advances are paid in full, second to prepay Swing Line Advances then outstanding until such Advances are paid in full, third to prepay Revolving Credit Advances then outstanding (on a pro rata basis in respect of all Lenders) until such Advances are paid in full and fourth deposited in the L/C Cash Collateral Account to cash collateralize 100% of the Available Amount of the Letters of Credit then outstanding to the extent required under the foregoing clauses. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Lenders, as applicable. On the earlier to occur of the (A)

Termination Date, (B) the date on which funds are no longer required to be maintained in the L/C Cash Collateral Account pursuant to Section 2.06(b)(ii), (b)(iii) or (b)(iv), as applicable, and (C) the expiration or other termination of any Letters of Credit for which funds are on deposit in the L/C Cash Collateral Account without any drawings thereon, then, in each case, so long as no Default shall have occurred and be continuing, any remaining funds on deposit in the L/C Cash Collateral Account (together with any interest earned thereon) shall be returned to the Borrower.

(vi) All prepayments under this subsection (b) shall be made together with accrued interest to the date of such prepayment on the principal amount prepaid.

SECTION 2.07. Interest. (a) Scheduled Interest. The Borrower shall pay interest on the unpaid principal amount of each Advance owing to each Lender from the date of such Advance until such principal amount shall be paid in full, at the following rates per annum:

(i) Base Rate Advances. During such periods as such Advance is a Base Rate Advance, a rate per annum equal at all times to the sum of (A) the Base Rate in effect from time to time plus (B) the Applicable Margin in effect from time to time, payable in arrears quarterly on the last day of each December, March, June and September during such periods and on the date such Base Rate Advance shall be Converted or paid in full.

(ii) Eurocurrency Rate Advances. During such periods as such Advance is a Eurocurrency Rate Advance, a rate per annum equal at all times during each Interest Period for such Advance to the sum of (A) the Eurocurrency Rate for such Interest Period for such Advance plus (B) the Applicable Margin in effect on the first day of such Interest Period, payable in arrears on the last day of such Interest Period and, if such Interest Period has a duration of more than three months, on each day that occurs during such Interest Period every three months from the first day of such Interest Period and on the date such Eurocurrency Rate Advance shall be Converted or paid in full.

(b) Default Interest. Upon the occurrence and during the continuance of an Event of Default of the type described in Section 6.01(a) or (f) or, at the election of the Administrative Agent and the Required Lenders, upon the occurrence and during the continuance of any other Event of Default, the Borrower shall pay interest on (i) the unpaid principal amount of each Advance owing to each Lender, payable in arrears on the dates referred to in clause (a)(i) or (a)(ii) above and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid on such Advance pursuant to clause (a)(i) or (a)(ii) above and (ii) to the fullest extent permitted by law, the amount of any interest, fee or other amount payable under the Loan Documents that is not paid when due, from the date such amount shall be due until such amount shall be paid in full, payable in arrears on the date such amount shall be paid in full and on demand, at a rate per annum equal at all times to 2% per annum above the rate per annum required to be paid, in the case of interest, on the Type of Advance on which such interest has accrued pursuant to clause (a)(i) or (a)(ii) above and, in all other cases, on Base Rate Advances pursuant to clause (a)(i) above.

(c) Notice of Interest Period and Interest Rate. Promptly after receipt of a Notice of Borrowing pursuant to Section 2.02(a), a notice of Conversion pursuant to Section 2.09 or a notice of selection of an Interest Period pursuant to the terms of the definition of “Interest Period”, the Administrative Agent shall give notice to the Borrower and each Lender of the applicable Interest Period and the applicable interest rate determined by the Administrative Agent for purposes of clause (a)(i) or (a)(ii) above, and the applicable rate, if any, furnished by each Reference Bank for the purpose of determining the applicable interest rate under clause (a)(ii) above.

(d) Interest Rate Determination. (i) Each Reference Bank agrees to furnish to the Administrative Agent timely information for the purpose of determining each Eurocurrency Rate. If any one or more of the Reference Banks shall not furnish such timely information to the Administrative Agent for the purpose of determining any such interest rate, the Administrative Agent shall determine such interest rate on the basis of timely information furnished by the remaining Reference Banks.

(ii) If Reuters Screen LIBOR01 Page (or, with respect to Eurocurrency Rate Advances denominated in Euros, Reuters Screen EURLIBOR Page) is unavailable and fewer than two Reference Banks are able to furnish timely information to the Administrative Agent for determining the Eurocurrency Rate for any Eurocurrency Rate Advances,

(A) the Administrative Agent shall forthwith notify the Borrower and the Lenders that the interest rate cannot be determined for such Eurocurrency Rate Advances,

(B) each such Advance will automatically, on the last day of the then existing Interest Period therefor, (i) if such Advance is a Eurocurrency Rate Advance that is denominated in Dollars, Convert into Base Rate Advances and (ii) if such Advance is a Eurocurrency Rate Advance that is denominated in a Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and Convert into a Base Rate Advance (or if such Advance is then a Base Rate Advance, will continue as a Base Rate Advance), and

(C) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist with respect to such Eurocurrency Rate Advances.

SECTION 2.08. Fees. (a) Unused Fee. The Borrower shall pay to the Administrative Agent for the account of the Lenders an unused commitment fee (the “Unused Fee”), from the date hereof in the case of each Initial Lender and from the effective date specified in the Assignment and Acceptance or the Assumption Agreement, as the case may be, pursuant to which it became a Lender in the case of each other Lender until the Termination Date, payable in arrears quarterly on the last day of each December, March, June and September, commencing September 30, 2007, and on the Termination Date. The Unused Fee payable for the account of each Lender shall be calculated for each period for which the Unused Fee is payable on the average daily Unused Revolving Credit Commitment of such Lender during such period at the rate per annum equal to, (a) for any period in which the average daily Facility Exposure for such period is equal to or exceeds 50% of the aggregate Revolving Credit Commitments, 0.125% per annum, and (b) in all other cases, 0.20% per annum.

(b) Letter of Credit Fees, Etc. (i) The Borrower shall pay to the Administrative Agent for the account of each Lender a commission, payable in arrears, (a) quarterly on the last day of each December, March, June and September, commencing September 30, 2007, and (b) on the earliest to occur of the full drawing, expiration, termination or cancellation of any Letter of Credit, and (c) on the Termination Date, on such Lender’s Pro Rata Share of the average daily aggregate Available Amount during such quarter of all Letters of Credit outstanding from time to time at the rate per annum equal to the Applicable Margin for Eurocurrency Rate Advances in effect from time to time.

(ii) The Borrower shall pay to each Issuing Bank, for its own account, (A) a fronting fee for each Letter of Credit issued by such Issuing Bank in an amount equal to 0.125% of the Available Amount of such Letter of Credit on the date of issuance of such Letter of Credit, payable on such date and (B) such other customary commissions, issuance fees, transfer fees and other fees and charges in connection with the issuance or administration of each Letter of Credit as the Borrower and such Issuing Bank shall agree.

(c) Administrative Agent’s Fees. The Borrower shall pay to the Administrative Agent for its own account the fees, in the amounts and on the dates, set forth in the Fee Letter and such other fees as may from time to time be agreed between the Borrower and the Administrative Agent.

(d) Extension Fees. The Borrower shall pay to the Administrative Agent (i) on the First Extension Date, for the account of each Lender, a Facility extension fee, in an amount equal to 0.25% of each Lender’s Revolving Credit Commitment then outstanding and (ii) on the Second Extension Date, for the account of each Lender, a Facility extension fee, in an amount equal to 0.25% of each Lender’s Revolving Credit Commitment then outstanding.

SECTION 2.09. Conversion of Advances. (a) Optional. The Borrower may on any Business Day, upon notice given to the Administrative Agent not later than 1:00 P.M. (New York City time) on the third Business Day prior to the date of the proposed Conversion and subject to the provisions of Sections 2.07 and 2.10, Convert all or any portion of the Advances denominated in Dollars of one Type comprising the same Borrowing into Advances denominated in Dollars of the other Type; provided, however, that any Conversion of Eurocurrency Rate Advances into Base Rate Advances shall be made only on the last day of an Interest Period for such Eurocurrency Rate Advances, any Conversion of Base Rate Advances into Eurocurrency Rate Advances shall be in an amount not less than the minimum amount specified in Section 2.02(c), no Conversion of any Advances shall result in more separate Borrowings than permitted under Section 2.02(c) and each Conversion of Advances comprising part of the same Borrowing under any Facility shall be made ratably among the Lenders in accordance with their Commitments under such Facility. Each such notice of Conversion shall, within the restrictions specified above, specify (i) the date of such Conversion, (ii) the Dollar denominated Advances to be Converted and (iii) if such Conversion is into Eurocurrency Rate Advances, the duration of the initial Interest Period for such Advances. Each notice of Conversion shall be irrevocable and binding on the Borrower.

(b) Mandatory. (i) On the date on which the aggregate unpaid principal amount of Eurocurrency Rate Advances comprising any Borrowing (including, if applicable, the Equivalent in Dollars of any such Advances that are not Dollar denominated) shall be reduced, by payment or prepayment or otherwise, to less than $5,000,000 (or the Equivalent in any Committed Foreign Currency), such Advances shall automatically as of the last day of the then applicable Interest Period Convert into Base Rate Advances.

(ii) If the Borrower shall fail to select the duration of any Interest Period for any Eurocurrency Rate Advances in accordance with the provisions contained in the definition of “Interest Period” in Section 1.01, the Administrative Agent will forthwith so notify the Borrower and the Lenders, whereupon each such Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (i) if such Eurocurrency Rate Advance is denominated in Dollars, Convert into a Base Rate Advance and (ii) if such Eurocurrency Rate Advance is denominated in a Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and Convert into a Base Rate Advance.

(iii) Upon the occurrence and during the continuance of any Event of Default, (x) each Base Rate Advance denominated in any Committed Foreign Currency will automatically, on the date of such Event of Default, be exchanged for an Equivalent amount of Dollars, (y) each Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (1) if such Eurocurrency Rate Advance is denominated in Dollars, be Converted into a Base Rate Advance and (2) if such Eurocurrency Rate Advance is denominated in any Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and be Converted into a Base Rate Advance and (z) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended.

SECTION 2.10. Increased Costs, Etc. (a) If, due to either (i) the introduction of or any change in or in the interpretation of any law or regulation or (ii) the compliance with any guideline or request from any central bank or other governmental authority, including, without limitation, any agency of the European Union or similar monetary or multinational authority (whether or not having the force of law), there shall be any increase in the cost to any Lender Party of agreeing to make or of making, funding or maintaining Eurocurrency Rate Advances or of agreeing to issue or of issuing or maintaining or participating in Letters of Credit or of agreeing to make or of making or maintaining Letter of Credit Advances (excluding, for purposes of this Section 2.10, any such increased costs resulting from (y) Taxes or Other Taxes (as to which Section 2.12 shall govern) and (z) changes in the basis of taxation of overall net income or overall gross income by the United States or by the foreign jurisdiction or state under the laws of which such Lender Party is organized or has its Applicable Lending Office or any political subdivision thereof), then the Borrower shall from time to time, within 2 Business Days after demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party additional amounts sufficient to compensate such Lender Party for such increased cost; provided, however, that a Lender Party claiming additional amounts under this Section 2.10(a) agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Applicable Lending Office if the making of such a designation would avoid the need for, or reduce the amount of, such increased cost that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party. A certificate as to the amount of such increased cost, submitted to the Borrower by such Lender Party, shall be conclusive and binding for all purposes, absent manifest error.

(b) If any Lender Party determines that compliance with any law or regulation or any guideline or request from any central bank or other governmental authority (whether or not having the force of law) affects or would affect the amount of capital required or expected to be maintained by such Lender Party or any corporation controlling such Lender Party and that the amount of such capital is increased by or based upon the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder and other commitments of such type or the issuance or maintenance of or participation in the Letters of Credit (or similar contingent obligations), then, within 2 Business Days after demand by such Lender Party or such corporation (with a copy of such demand to the Administrative Agent), the Borrower shall pay to the Administrative Agent for the account of such Lender Party, from time to time as specified by such Lender Party, additional amounts sufficient to compensate such Lender Party in the light of such circumstances, to the extent that such Lender Party reasonably determines such increase in capital to be allocable to the existence of such Lender Party’s commitment to lend or to issue or participate in Letters of Credit hereunder or to the issuance or maintenance of or participation in any Letters of Credit. A certificate as to such amounts submitted to the Borrower by such Lender Party shall be conclusive and binding for all purposes, absent manifest error.

(c) If, with respect to any Eurocurrency Rate Advances, the Required Lenders notify the Administrative Agent that the Eurocurrency Rate for any Interest Period for such Advances will not adequately reflect the cost to such Lenders of making, funding or maintaining their Eurocurrency Rate Advances for such Interest Period, the Administrative Agent shall forthwith so notify the Borrower and the Lenders, whereupon (i) each such Eurocurrency Rate Advance will automatically, on the last day of the then existing Interest Period therefor, (x) if such Eurocurrency Advance is denominated in Dollars, Convert into a Base Rate Advance, and (y) if such Eurocurrency Advance is denominated in any Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lenders have determined that the circumstances causing such suspension no longer exist.

(d) Notwithstanding any other provision of this Agreement, if the introduction of or any change in or in the interpretation of any law or regulation shall make it unlawful, or any central bank or other governmental authority shall assert that it is unlawful, for any Lender or its Eurocurrency Lending Office to perform its obligations hereunder to make Eurocurrency Rate Advances in Dollars or any Committed Foreign Currency or to fund or continue to fund or maintain Eurocurrency Rate Advances in Dollars or any Committed Foreign Currency hereunder, then, on notice thereof and demand therefor by such Lender to the Borrower through the Administrative Agent, (i) each Eurocurrency Rate Advance will automatically, upon such demand, (x) if such Eurocurrency Advance is denominated in Dollars, Convert into a Base Rate Advance, and (y) if such Eurocurrency Advance is denominated in any Committed Foreign Currency, be exchanged for an Equivalent amount of Dollars and Convert into a Base Rate Advance and (ii) the obligation of the Lenders to make, or to Convert Advances into, Eurocurrency Rate Advances shall be suspended until the Administrative Agent shall notify the Borrower that such Lender has determined that the circumstances causing such suspension no longer exist; provided, however, that, before making any such demand, such Lender agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to designate a different Eurocurrency Lending Office if the making of such a designation would allow such Lender or its Eurocurrency Lending Office to continue to perform its obligations to make Eurocurrency Rate Advances or to continue to fund or maintain Eurocurrency Rate Advances and would not, in the judgment of such Lender, be otherwise disadvantageous to such Lender.

SECTION 2.11. Payments and Computations. (a) The Borrower shall make each payment hereunder (except with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Foreign Currency), irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 2:00 P.M. (New York City time) on the day when due in Dollars to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Borrower shall make each payment hereunder with respect to principal of, interest on, and other amounts relating to, Advances denominated in a Committed Foreign Currency, irrespective of any right of counterclaim or set-off (except as otherwise provided in Section 2.13), not later than 11:00 A.M. (local time) on the day when due in such Committed Foreign Currency to the Administrative Agent at the applicable Administrative Agent’s Account in same day funds, with payments being received by the Administrative Agent after such time being deemed to have been received on the next succeeding Business Day. The Administrative Agent will promptly thereafter cause like funds to be distributed (i) if such payment by the Borrower is in respect of principal, interest, commitment fees or any other Obligation then payable hereunder and under the Notes to more than one Lender Party, to such Lender Parties for the account of their respective Applicable Lending Offices ratably in accordance with the amounts of such respective Obligations then payable to such Lender Parties and (ii) if such payment by the Borrower is in respect of any Obligation then payable hereunder to one Lender Party, to such Lender Party for the account of its Applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon any Assuming Lender becoming a Lender hereunder as a result of a Commitment Increase pursuant to Section 2.18 and upon the Administrative Agent’s receipt of such Lender’s Assumption Agreement and recording of the information contained therein in the Register, from and after the applicable Increase Date, the Administrative Agent shall make all payments hereunder and under any Notes issued in connection therewith in respect of the interest assumed thereby to such Assuming Lender. Upon its acceptance of an Assignment and Acceptance and recording of the information contained therein in the Register pursuant to Section 9.07(d), from and after the effective date of such Assignment and Acceptance, the Administrative Agent shall make all payments hereunder and under the Notes in respect of the interest

assigned thereby to the Lender Party assignee thereunder, and the parties to such Assignment and Acceptance shall make all appropriate adjustments in such payments for periods prior to such effective date directly between themselves.

(b) The Borrower hereby authorizes each Lender Party and each of its Affiliates, if and to the extent payment owed to such Lender Party is not made when due hereunder or, in the case of a Lender, under the Note held by such Lender, to charge from time to time, to the fullest extent permitted by law, against any or all of the Borrower’s accounts with such Lender Party any amount so due.

(c) All computations of interest based on the Base Rate shall be made by the Administrative Agent on the basis of a year of 365 or 366 days, as the case may be, and all computations of interest based on the Eurocurrency Rate or the Federal Funds Rate and of fees and Letter of Credit commissions shall be made by the Administrative Agent on the basis of a year of 360 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest, fees or commissions are payable. Each determination by the Administrative Agent of an interest rate, fee or commission hereunder shall be conclusive and binding for all purposes, absent manifest error.

(d) Whenever any payment hereunder or under the Notes shall be stated to be due on a day other than a Business Day, such payment shall be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of payment of interest or commitment fee, as the case may be; provided, however, that if such extension would cause payment of interest on or principal of Eurocurrency Rate Advances to be made in the next following calendar month, such payment shall be made on the next preceding Business Day.

(e) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to any Lender Party hereunder that the Borrower will not make such payment in full, the Administrative Agent may assume that the Borrower has made such payment in full to the Administrative Agent on such date and the Administrative Agent may, in reliance upon such assumption, cause to be distributed to each such Lender Party on such due date an amount equal to the amount then due such Lender Party. If and to the extent the Borrower shall not have so made such payment in full to the Administrative Agent, each such Lender Party shall repay to the Administrative Agent forthwith on demand such amount distributed to such Lender Party together with interest thereon, for each day from the date such amount is distributed to such Lender Party until the date such Lender Party repays such amount to the Administrative Agent, at (i) the Federal Funds Rate in the case of Advances denominated in Dollars or (ii) the cost of funds incurred by the Administrative Agent in respect of such amount in the case of Advances denominated in any Committed Foreign Currency.

(f) To the extent that the Administrative Agent receives funds for application to the amounts owing by the Borrower under or in respect of this Agreement or any Note in currencies other than the currency or currencies required to enable the Administrative Agent to distribute funds to the Lenders in accordance with the terms of this Section 2.11, the Administrative Agent shall be entitled to convert or exchange such funds into Dollars or into a Committed Foreign Currency or from Dollars to a Committed Foreign Currency or from a Committed Foreign Currency to Dollars, as the case may be, to the extent necessary to enable the Administrative Agent to distribute such funds in accordance with the terms of this Section 2.11, provided that the Borrower and each of the Lenders hereby agree that the Administrative Agent shall not be liable or responsible for any loss, cost or expense suffered by the Borrower or such Lender as a result of any conversion or exchange of currencies effected pursuant to this Section 2.11(f) or as a result of the failure of the Administrative Agent to effect any such conversion or exchange; and provided further that the Borrower agrees to indemnify the Administrative Agent and each Lender, and hold the Administrative Agent and each Lender harmless, for any and all losses, costs and expenses incurred by the Administrative Agent or any Lender for any conversion or exchange of currencies (or the failure to convert or exchange any currencies) in accordance with this Section 2.11(f).

(g) Whenever any payment received by the Administrative Agent under this Agreement or any of the other Loan Documents is insufficient to pay in full all amounts due and payable to the Administrative Agent and the Lender Parties under or in respect of this Agreement and the other Loan Documents on any date, such payment shall be distributed by the Administrative Agent and applied by the Administrative Agent and the Lender Parties in the following order of priority:

(i) first, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Administrative Agent (solely in its capacity as Administrative Agent) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Administrative Agent on such date;

(ii) second, to the payment of all of the fees, indemnification payments, costs and expenses that are due and payable to the Issuing Banks (solely in their respective capacities as such) under or in respect of this Agreement and the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such fees, indemnification payments, costs and expenses owing to the Issuing Banks on such date;

(iii) third, to the payment of all of the indemnification payments, costs and expenses that are due and payable to the Lenders under Section 9.04 and any similar section of any of the other Loan Documents on such date, ratably based upon the respective aggregate amounts of all such indemnification payments, costs and expenses owing to the Lenders on such date;

(iv) fourth, to the payment of all of the amounts that are due and payable to the Administrative Agent and the Lender Parties under Sections 2.10 and 2.12 on such date, ratably based upon the respective aggregate amounts thereof owing to the Administrative Agent and the Lender Parties on such date;

(v) fifth, to the payment of all of the fees that are due and payable to the Lenders under Section 2.08(a), (b)(i) and (d) on such date, ratably based upon the respective aggregate Commitments of the Lenders under the Facilities on such date;

(vi) sixth, to the payment of all of the accrued and unpaid interest on the Obligations of the Borrower under or in respect of the Loan Documents that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(b) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date;

(vii) seventh, to the payment of all of the accrued and unpaid interest on the Advances that is due and payable to the Administrative Agent and the Lender Parties under Section 2.07(a) on such date, ratably based upon the respective aggregate amounts of all such interest owing to the Administrative Agent and the Lender Parties on such date;

(viii) eighth, to the payment of the principal amount of all of the outstanding Advances and any reimbursement obligations that are due and payable to the Administrative Agent and the Lender Parties on such date, ratably based upon the respective aggregate amounts of all such principal and reimbursement obligations owing to the Administrative Agent and the Lender Parties on such date, and to deposit into the L/C Cash Collateral Account any contingent reimbursement obligations in respect of outstanding Letters of Credit to the extent required by Section 6.02; and

(ix) ninth, to the payment of all other Obligations of the Loan Parties owing under or in respect of the Loan Documents that are due and payable to the Administrative Agent and the other Secured Parties on such date, ratably based upon the respective aggregate amounts of all such Obligations owing to the Administrative Agent and the other Secured Parties on such date.

SECTION 2.12. Taxes. (a) Any and all payments by the Borrower hereunder or under the Notes shall be made, in accordance with Section 2.11, free and clear of and without deduction for any and all present or future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding, in the case of each Lender Party and the Administrative Agent, taxes that are imposed on its overall net income by the United States (including branch profits taxes or alternative minimum tax) and taxes that are imposed on its overall net income (and franchise or other similar taxes imposed in lieu thereof) by the state or foreign jurisdiction under the laws of which such Lender Party or the Administrative Agent, as the case may be, is organized or any political subdivision thereof and, in the case of each Lender Party, taxes that are imposed on its overall net income (and franchise or other similar taxes imposed in lieu thereof) by the state or foreign jurisdiction of such Lender Party’s Applicable Lending Office or any political subdivision thereof (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings and liabilities in respect of payments hereunder or under the Notes being hereinafter referred to as “Taxes”). If the Borrower shall be required by law to deduct any Taxes from or in respect of any sum payable hereunder or under any Note to any Lender Party or the Administrative Agent, (i) the sum payable by the Borrower shall be increased as may be necessary so that after the Borrower and the Administrative Agent have made all required deductions (including deductions applicable to additional sums payable under this Section 2.12) such Lender Party or the Administrative Agent, as the case may be, receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make all such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant taxation authority or other authority in accordance with applicable law.

(b) In addition, the Borrower shall pay any present or future stamp, documentary, excise, property, intangible, mortgage recording or similar taxes, charges or levies that arise from any payment made hereunder or under the Notes or from the execution, delivery or registration of, performance under, or otherwise with respect to, this Agreement, or any other Loan Document (hereinafter referred to as “Other Taxes”).

(c) The Borrower shall indemnify each Lender Party and the Administrative Agent for and hold them harmless against the full amount of Taxes and Other Taxes, and for the full amount of taxes of any kind imposed by any jurisdiction (taking into account any available credits, as determined in the reasonable judgment of the Lender Party or the Administrative Agent, as the case may be, arising from the imposition of the underlying Taxes or Other Taxes) on amounts payable under this Section 2.12, imposed on or paid by such Lender Party or the Administrative Agent (as the case may be) and any liability (including penalties, additions to tax, interest and expenses) arising therefrom or with respect thereto. This indemnification shall be made within 30 days from the date such Lender Party or the Administrative Agent (as the case may be) makes written demand therefor; provided, however, that the Borrower shall not be obligated to make payment to any Lender Party or the Administrative Agent, as the case may be, pursuant to this Section 2.12 in respect of any penalties, interest and other liabilities attributable to Taxes or Other Taxes to the extent such penalties, interest and other liabilities are attributable to the gross negligence or willful misconduct (as found in a final, non-appealable judgment by a court of competent jurisdiction) of such Lender Party or the Administrative Agent, as the case may be.

(d) Within 60 days after the date of any payment of Taxes, the Borrower shall furnish to the Administrative Agent, at its address referred to in Section 9.02, the original or a certified copy of a receipt evidencing such payment or, if such receipts are not obtainable, other evidence of such payments by the Borrower reasonably satisfactory to the Administrative Agent. For purposes of subsections (d) and (e) of this Section 2.12, the terms “United States” and “United States person” shall have the meanings specified in Section 7701 of the Internal Revenue Code.

(e) Each Lender Party organized under the laws of a jurisdiction outside the United States (each, a “Foreign Lender”) shall, on or prior to the date of its execution and delivery of this Agreement in the case of each Initial Lender Party, and on the date of the Assumption Agreement or the Assignment and Acceptance pursuant to which it becomes a Lender Party in the case of each other Lender Party, and from time to time thereafter as requested in writing by the Borrower (but only so long thereafter as such Lender Party remains lawfully able to do so), provide each of the Administrative Agent and the Borrower (i) two duly completed and signed copies of either Internal Revenue Service Form W-8BEN (claiming an exemption from or a reduction in United States withholding tax under an applicable treaty) or its successor form or Form W-8ECI (claiming an exemption from United States withholding tax as effectively connected income) or its successor from and related applicable forms, as the case may be; or (ii) in the case of a Foreign Lender that is not a “bank” within the meaning of Section 881(c)(3)(A) of the Internal Revenue Code and that cannot comply with the requirements of clause (i) hereof, (x) a statement to the effect that such Lender is eligible for a complete exemption from withholding of United States Taxes under Code Section 871(h) or 881(c), and (y) two duly completed and signed copies of Internal Revenue Service Form W-8BEN or successor and related applicable form. If the forms provided by a Lender Party at the time such Lender Party first becomes a party to this Agreement indicate a United States interest withholding tax rate in excess of zero, withholding tax at such rate shall be considered excluded from Taxes unless and until such Lender Party provides the appropriate forms certifying that a lesser rate applies, whereupon withholding tax at such lesser rate only shall be considered excluded from Taxes for periods governed by such forms; provided, however, that if, at the effective date of the Assumption Agreement or the Assignment and Acceptance pursuant to which a Lender Party becomes a party to this Agreement, the Lender Party assignor was entitled to payments under subsection (a) of this Section 2.12 in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to the Lender Party assignee on such date. If any form or document referred to in this subsection (e) requires the disclosure of information, other than information necessary to compute the tax payable and information required on the date hereof by Internal Revenue Service form W8-ECI or W8-BEN or the statement set forth in (ii)(x) above, that the applicable Lender Party reasonably considers to be confidential, such Lender Party shall give notice thereof to the Borrower and shall not be obligated to include in such form or document such confidential information. Upon the request of the Borrower, any Lender that is a United States person and is not an exempt recipient for United States backup withholding purposes shall deliver to the Borrower two copies of Internal Revenue Service form W-9 (or any successor form).

(f) For any period with respect to which a Lender Party has failed to provide the Borrower with the appropriate form described in subsection (e) above (other than if such failure is due to a change in law occurring after the date on which a form originally was required to be provided or if such form otherwise is not required under subsection (e) above), such Lender Party shall not be entitled to indemnification under subsection (a) or (c) of this Section 2.12 with respect to Taxes imposed by the United States by reason of such failure; provided, however, that should a Lender Party become subject to Taxes because of its failure to deliver a form required hereunder, the Borrower shall take such reasonable steps as such Lender Party shall reasonably request to assist such Lender Party to recover such Taxes.

(g) Any Lender Party claiming any additional amounts payable pursuant to this Section 2.12 agrees to use reasonable efforts (consistent with its internal policy and legal and regulatory restrictions) to change the jurisdiction of its Eurocurrency Lending Office if the making of such a change would avoid the need for, or reduce the amount of, any such additional amounts that may thereafter accrue and would not, in the reasonable judgment of such Lender Party, be otherwise disadvantageous to such Lender Party.

(h) If any Lender Party or the Administrative Agent receives a refund of Taxes or Other Taxes paid by the Borrower or for which the Borrower has indemnified any Lender Party or the Administrative Agent, as the case may be, pursuant to this Section 2.12, then such Lender Party or the Administrative Agent, as applicable, shall pay such amount, net of any expenses incurred by such Lender Party or the Administrative Agent, to the Borrower within 30 days of the receipt of such Taxes or Other Taxes. Notwithstanding the foregoing, (i) the Borrower shall not be entitled to review the tax records or financial information of any Lender Party or the Administrative Agent and (ii) neither the Administrative Agent nor any Lender Party shall have any obligation to pursue (and no Loan Party shall have any right to assert) any refund of Taxes or Other Taxes that may be paid by the Borrower.

SECTION 2.13. Sharing of Payments, Etc. (a) Sharing Within U.S. Dollar Revolving Credit Facility. If any U.S. Dollar Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such U.S. Dollar Lender Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such U.S. Dollar Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all U.S. Dollar Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations due and payable to all U.S. Dollar Lender Parties hereunder and under the Notes at such time obtained by all the U.S. Dollar Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such U.S. Dollar Lender Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such U.S. Dollar Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all U.S. Dollar Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all U.S. Dollar Lender Parties hereunder and under the Notes at such time obtained by all of the U.S. Dollar Lender Parties at such time, such U.S. Dollar Lender Party shall forthwith purchase from the other U.S. Dollar Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing U.S. Dollar Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing U.S. Dollar Lender Party, such purchase from each other U.S. Dollar Lender Party shall be rescinded and such other U.S. Dollar Lender Party shall repay to the purchasing U.S. Dollar Lender Party the purchase price to the extent of such U.S. Dollar Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such U.S. Dollar Lender Party to (ii) the aggregate purchase price paid to all U.S. Dollar Lender Parties) of such recovery together with an amount equal to such U.S. Dollar Lender Party’s ratable share (according to the proportion of (i) the amount of such other U.S. Dollar Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing U.S. Dollar Lender Party) of any interest or other amount paid or payable by the purchasing U.S. Dollar Lender Party in respect of the total amount so recovered. The Borrower agrees that any U.S. Dollar Lender Party so purchasing an interest or participating interest from another U.S. Dollar Lender Party pursuant to this Section 2.13(a) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such U.S. Dollar Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may be.

(b) Sharing Within Multicurrency Revolving Credit Facility. If any Multicurrency Revolving Lender shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Multicurrency Revolving Lender hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Multicurrency Revolving Lender at such time to (ii) the aggregate amount of the Obligations due and payable to all U.S. Dollar Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations due and payable to all U.S. Dollar Lender Parties hereunder and under the Notes at such time obtained by all the U.S. Dollar Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Multicurrency Revolving Lender hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Multicurrency Revolving Lender at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all U.S. Dollar Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations owing (but not due and payable) to all U.S. Dollar Lender Parties hereunder and under the Notes at such time obtained by all of the U.S. Dollar Lender Parties at such time, such Multicurrency Revolving Lender shall forthwith purchase from the other U.S. Dollar Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Multicurrency Revolving Lender to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Multicurrency Revolving Lender, such purchase from each other Multicurrency Revolving Lender shall be rescinded and such other Multicurrency Revolving Lender shall repay to the purchasing Multicurrency Revolving Lender the purchase price to the extent of such Multicurrency Revolving Lender’s ratable share (according to the proportion of (i) the purchase price paid to such Multicurrency Revolving Lender to (ii) the aggregate purchase price paid to all U.S. Dollar Lender Parties) of such recovery together with an amount equal to such Multicurrency Revolving Lender’s ratable share (according to the proportion of (i) the amount of such other Multicurrency Revolving Lender’s required repayment to (ii) the total amount so recovered from the purchasing Multicurrency Revolving Lender) of any interest or other amount paid or payable by the purchasing Multicurrency Revolving Lender in respect of the total amount so recovered. The Borrower agrees that any Multicurrency Revolving Lender so purchasing an interest or participating interest from another Multicurrency Revolving Lender pursuant to this Section 2.13(b) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Multicurrency Revolving Lender were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may be.

(c) Pro Rata Sharing Following Event of Default. Notwithstanding the foregoing provisions of this Section 2.13, following the occurrence and during the continuance of any Event of Default and the conversion of all Advances denominated in any Committed Foreign Currency into Dollars pursuant to Section 2.09(b)(iii), if any Lender Party shall obtain at any time any payment (whether voluntary, involuntary, through the exercise of any right of set-off, or otherwise, other than as a result of an assignment pursuant to Section 9.07) (a) on account of Obligations due and payable to such Lender Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations due and payable to such Lender Party at such time to (ii) the aggregate amount of the Obligations due and payable to all Lender Parties hereunder and under the Notes at such time) of payments on account of the Obligations due and payable to all Lender Parties hereunder and under the Notes at such time obtained by all the Lender Parties at such time or (b) on account of Obligations owing (but not due and payable) to such Lender Party hereunder and under the Notes at such time in excess of its ratable share (according to the proportion of (i) the amount of such Obligations owing to such Lender Party at such time to (ii) the aggregate amount of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes at such time) of

payments on account of the Obligations owing (but not due and payable) to all Lender Parties hereunder and under the Notes at such time obtained by all of the Lender Parties at such time, such Lender Party shall forthwith purchase from the other Lender Parties such interests or participating interests in the Obligations due and payable or owing to them, as the case may be, as shall be necessary to cause such purchasing Lender Party to share the excess payment ratably with each of them; provided, however, that if all or any portion of such excess payment is thereafter recovered from such purchasing Lender Party, such purchase from each other Lender Party shall be rescinded and such other Lender Party shall repay to the purchasing Lender Party the purchase price to the extent of such Lender Party’s ratable share (according to the proportion of (i) the purchase price paid to such Lender Party to (ii) the aggregate purchase price paid to all Lender Parties) of such recovery together with an amount equal to such Lender Party’s ratable share (according to the proportion of (i) the amount of such other Lender Party’s required repayment to (ii) the total amount so recovered from the purchasing Lender Party) of any interest or other amount paid or payable by the purchasing Lender Party in respect of the total amount so recovered. The Borrower agrees that any Lender Party so purchasing an interest or participating interest from another Lender Party pursuant to this Section 2.13(c) may, to the fullest extent permitted by law, exercise all its rights of payment (including the right of set-off) with respect to such interest or participating interest, as the case may be, as fully as if such Lender Party were the direct creditor of the Borrower in the amount of such interest or participating interest, as the case may be.

SECTION 2.14. Use of Proceeds. The proceeds of the Advances and issuances of Letters of Credit shall be available (and the Borrower agrees that it shall use such proceeds and Letters of Credit) solely for the acquisition and development of Assets, for repayment of Debt, for working capital and for other general corporate purposes of the Parent Guarantor, the Borrower and its Subsidiaries.

SECTION 2.15. Evidence of Debt. (a) Each Lender Party shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrower to such Lender Party resulting from each Advance owing to such Lender Party from time to time, including the amounts of principal and interest payable and paid to such Lender Party from time to time hereunder. The Borrower agrees that upon notice by any Lender Party to the Borrower (with a copy of such notice to the Administrative Agent) to the effect that a promissory note or other evidence of indebtedness is required or appropriate in order for such Lender Party to evidence (whether for purposes of pledge, enforcement or otherwise) the Advances owing to, or to be made by, such Lender Party, the Borrower shall promptly execute and deliver to such Lender Party, with a copy to the Administrative Agent, a Note, in substantially the form of Exhibit A hereto, payable to the order of such Lender Party in a principal amount equal to the Revolving Credit Commitment of such Lender Party. All references to Notes in the Loan Documents shall mean Notes, if any, to the extent issued hereunder.

(b) The Register maintained by the Administrative Agent pursuant to Section 9.07(d) shall include a control account, and a subsidiary account for each Lender Party, in which accounts (taken together) shall be recorded (i) the date and amount of each Borrowing made hereunder, the Type of Advances comprising such Borrowing and, if appropriate, the Interest Period applicable thereto, (ii) the terms of each Assignment and Acceptance and Assumption Agreement delivered to and accepted by it, (iii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender Party hereunder, and (iv) the amount of any sum received by the Administrative Agent from the Borrower hereunder and each Lender Party’s share thereof.

(c) Entries made in good faith by the Administrative Agent in the Register pursuant to subsection (b) above, and by each Lender Party in its account or accounts pursuant to subsection (a) above, shall be prima facie evidence of the amount of principal and interest due and payable or to become due and payable from the Borrower to, in the case of the Register, each Lender Party and, in the case of such account or accounts, such Lender Party, under this Agreement, absent manifest error; provided,

however, that the failure of the Administrative Agent or such Lender Party to make an entry, or any finding that an entry is incorrect, in the Register or such account or accounts shall not limit or otherwise affect the obligations of the Borrower under this Agreement.

SECTION 2.16. Extensions of Termination Date. (a) First Extension. At least 30 days but not more than 90 days prior to the Termination Date, the Borrower, by written notice to the Administrative Agent, may request, with respect to the Commitments then outstanding, a single one-year extension of the Termination Date. The Administrative Agent shall promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as at the Termination Date (the “First Extension Date”), be extended for an additional one year period, provided that, on the First Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Borrower, dated the First Extension Date, stating that: (x) the representations and warranties contained in Section 4.01 are true and correct on and as of the First Extension Date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date)), and (y) no Default has occurred and is continuing or would result from such extension. In the event that an extension is effected pursuant to this Section 2.16(a), the aggregate principal amount of all Advances shall be repaid in full ratably to the Lenders on the Termination Date as so extended. As of the First Extension Date, any and all references in this Agreement, the Notes, if any, or any of the other Loan Documents to the “Termination Date” shall refer to the Termination Date as so extended.

(b) Second Extension. Provided that the Borrower has extended the Termination Date in accordance with Section 2.16(a), then at least 30 days but not more than 90 days prior to the Termination Date as so extended, the Borrower, by written notice to the Administrative Agent, may request, with respect to the Commitments then outstanding, a single one-year extension of the Termination Date. The Administrative Agent shall promptly notify each Lender of such request and the Termination Date in effect at such time shall, effective as at the Termination Date (the “Second Extension Date”), be extended for an additional one year period, provided that, on the Second Extension Date the following statements shall be true and the Administrative Agent shall have received for the account of each Lender Party a certificate signed by a duly authorized officer of the Borrower, dated the Second Extension Date, stating that: (x) the representations and warranties contained in Section 4.01 are true and correct on and as of the Second Extension Date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate on and as of such earlier date)), and (y) no Default has occurred and is continuing or would result from such extension. In the event that an extension is effected pursuant to this Section 2.16(b), the aggregate principal amount of all Advances shall be repaid in full ratably to the Lenders on the Termination Date as so extended. As of the Second Extension Date, any and all references in this Agreement, the Notes, if any, or any of the other Loan Documents to the “Termination Date” shall refer to the Termination Date as so extended.

SECTION 2.17. Cash Collateral Account. (a) Grant of Security. The Borrower hereby pledges to the Administrative Agent, as collateral agent for the ratable benefit of the Secured Parties, and hereby grants to the Administrative Agent, as collateral agent for the ratable benefit of the Secured Parties, a security interest in, the Borrower’s right, title and interest in and to the L/C Cash Collateral Account and all (i) funds and financial assets from time to time credited thereto (including, without limitation, all Cash Equivalents), all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of such funds and financial assets, and all certificates and instruments, if any, from time to time representing or evidencing the L/C Cash Collateral Account, (ii) and all promissory notes, certificates of deposit, deposit accounts, checks and other instruments from time to time delivered to or otherwise

possessed by the Administrative Agent, as collateral agent for or on behalf of the Borrower, in substitution for or in addition to any or all of the then existing L/C Account Collateral and (iii) all interest, dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the then existing L/C Account Collateral, in each of the cases set forth in clauses (i), (ii) and (iii) above, whether now owned or hereafter acquired by the Borrower, wherever located, and whether now or hereafter existing or arising (all of the foregoing, collectively, the “L/C Account Collateral”).

(b) Maintaining the L/C Account Collateral. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding, any Guaranteed Hedge Agreement shall be in effect or any Lender Party shall have any Commitment:

(i) the Borrower will maintain all L/C Account Collateral only with the Administrative Agent, as collateral agent; and

(ii) the Administrative Agent shall have the sole right to direct the disposition of funds with respect to the L/C Cash Collateral Account subject to the provisions of this Agreement, and it shall be a term and condition of such L/C Cash Collateral Account that, except as otherwise provided herein, notwithstanding any term or condition to the contrary in any other agreement relating to the L/C Cash Collateral Account, as the case may be, that no amount (including, without limitation, interest on Cash Equivalents credited thereto) will be paid or released to or for the account of, or withdrawn by or for the account of, the Borrower or any other Person from the L/C Cash Collateral Account; and

(iii) the Administrative Agent may (with the consent of the Required Lenders and shall at the request of the Required Lenders), at any time and without notice to, or consent from, the Borrower, transfer, or direct the transfer of, funds from the L/C Account Collateral to satisfy the Borrower’s Obligations under the Loan Documents if an Event of Default shall have occurred and be continuing.

(c) Investing of Amounts in the L/C Cash Collateral Account. The Administrative Agent will, from time to time invest (i)(A) amounts received with respect to the L/C Cash Collateral Account in such Cash Equivalents credited to the L/C Cash Collateral Account as the Borrower may select and the Administrative Agent, as collateral agent, may approve in its reasonable discretion, and (B) interest paid on the Cash Equivalents referred to in clause (i)(A) above, and (ii) reinvest other proceeds of any such Cash Equivalents that may mature or be sold, in each case in such Cash Equivalents credited in the same manner. Interest and proceeds that are not invested or reinvested in Cash Equivalents as provided above shall be deposited and held in the L/C Cash Collateral Account. In addition, the Administrative Agent shall have the right at any time to exchange such Cash Equivalents for similar Cash Equivalents of smaller or larger determinations, or for other Cash Equivalents, credited to the L/C Cash Collateral Account.

(d) Release of Amounts. So long as no Event of Default under the Credit Agreement shall have occurred and be continuing, the Administrative Agent will pay and release to the Borrower or at its order or, at the request of the Borrower, to the Administrative Agent to be applied to the Obligations of the Borrower under the Loan Documents such amount, if any, as is then on deposit in the L/C Cash Collateral Account.

(e) Remedies. Upon the occurrence and during the continuance of any Event of Default, in addition to the rights and remedies available pursuant to Article VI hereof and under the other

Loan Documents, (i) the Administrative Agent may exercise in respect of the L/C Account Collateral all the rights and remedies of a secured party upon default under the UCC (whether or not the UCC applies to the affected L/C Account Collateral), and (ii) the Administrative Agent may, without notice to the Borrower, except as required by law and at any time or from time to time, charge, set-off and otherwise apply all or any part of the Obligations of the Borrower under the Loan Documents against any funds held with respect to the L/C Account Collateral or in any other deposit account.

SECTION 2.18. Increase in the Aggregate Commitments. (a) The Borrower may, at any time by written notice to the Administrative Agent, request an increase in the aggregate amount of the Revolving Credit Commitments by not less than $5,000,000 in the aggregate (each such proposed increase, a “Commitment Increase”) to be effective as of a date that is at least 90 days prior to the scheduled Termination Date then in effect (the “Increase Date”) as specified in the related notice to the Administrative Agent; provided, however, that (i) in no event shall the aggregate amount of the Commitments at any time exceed $750,000,000, (ii) on the date of any request by the Borrower for a Commitment Increase and on the related Increase Date, the conditions set forth in Sections 3.01(a)(i) and 3.02 shall be satisfied and (iii) each such Commitment Increase shall be allocated 50% to the U.S. Dollar Revolving Credit Commitments (the “U.S. Dollar Commitment Increase”) and 50% to the Multicurrency Revolving Credit Commitments (the “Multicurrency Commitment Increase”).

(b) The Administrative Agent shall promptly notify the Lenders of each request by the Borrower for a Commitment Increase, which notice shall include (i) the proposed amounts of the U.S. Dollar Commitment Increase and the Multicurrency Commitment Increase, (ii) the proposed Increase Date and (iii) the date by which Lenders wishing to participate in the Commitment Increase must commit to an increase in the amount of their respective Revolving Credit Commitments (the “Commitment Date”). Each Lender that is willing to participate in such requested Commitment Increase (each, an “Increasing Lender”) shall, in its sole discretion, give written notice to the Administrative Agent on or prior to the Commitment Date of the amount by which it is willing to increase its U.S. Dollar Revolving Credit Commitment (an “Increased U.S. Dollar Commitment Amount”) and/or Multicurrency Revolving Credit Commitment (an “Increased Multicurrency Commitment Amount”). If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective U.S. Dollar Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested U.S. Dollar Commitment Increase, the requested U.S. Dollar Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the U.S. Dollar Commitment Increase multiplied by the ratio of each Lender’s Increased U.S. Dollar Commitment Amount to the aggregate amount of all Increased U.S. Dollar Commitment Amounts. If the Lenders notify the Administrative Agent that they are willing to increase the amount of their respective Multicurrency Revolving Credit Commitments by an aggregate amount that exceeds the amount of the requested Multicurrency Commitment Increase, the requested Multicurrency Commitment Increase shall be allocated to each Lender willing to participate therein in an amount equal to the Multicurrency Commitment Increase multiplied by the ratio of each Lender’s Increased Multicurrency Commitment Amount to the aggregate amount of all Increased Multicurrency Commitment Amounts.

(c) Promptly following each Commitment Date, the Administrative Agent shall notify the Borrower as to the amount, if any, by which the Lenders are willing to participate in the requested Commitment Increase. If (i) the aggregate amount by which the Lenders are willing to participate in any requested U.S. Dollar Commitment Increase on any such Commitment Date is less than the requested U.S. Dollar Commitment Increase or (ii) the aggregate amount by which the Lenders are willing to participate in any requested Multicurrency Commitment Increase on any such Commitment Date is less than the requested Multicurrency Commitment Increase, then, in either case, the Borrower may extend offers to one or more Eligible Assignees to participate in any portion of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date; provided,

however, that the Commitment of each such Eligible Assignee shall be in an amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof, or, if less than $5,000,000, the amount of the requested Commitment Increase that has not been committed to by the Lenders as of the applicable Commitment Date.

(d) On each Increase Date, each Eligible Assignee that accepts an offer to participate in a requested Commitment Increase in accordance with Section 2.18(c) (an “Assuming Lender”) shall become a Lender party to this Agreement as of such Increase Date and the U.S. Dollar Revolving Credit Commitment and/or Multicurrency Revolving Credit Commitment, as the case may be, of each Increasing Lender for such requested Commitment Increase shall be so increased by such amount (or by the amount allocated to such Lender pursuant to the last sentence of Section 2.18(b)) as of such Increase Date; provided, however, that the Administrative Agent shall have received on or before such Increase Date the following, each dated such date:

(i) an assumption agreement from each Assuming Lender, if any, in form and substance satisfactory to the Borrower and the Administrative Agent (each, an “Assumption Agreement”), duly executed by such Assuming Lender, the Administrative Agent and the Borrower; and

(ii) confirmation from each Increasing Lender of the increase in the amount of its Revolving Credit Commitment (and the allocation thereof between its U.S. Dollar Revolving Credit Commitment and its Multicurrency Revolving Credit Commitment) in a writing satisfactory to the Borrower and the Administrative Agent.

On each Increase Date, upon fulfillment of the conditions set forth in the immediately preceding sentence of this Section 2.18(d), the Administrative Agent shall notify the Lenders (including, without limitation, each Assuming Lender) and the Borrower, on or before 1:00 P.M. (New York City time), by telecopier or telex, of the occurrence of the Commitment Increase to be effected on such Increase Date and shall record in the Register the relevant information with respect to each Increasing Lender and each Assuming Lender on such date.

(e) On the Increase Date, to the extent the Advances then outstanding and owed to any U.S. Dollar Revolving Lender immediately prior to the effectiveness of the U.S. Dollar Commitment Increase shall be less than such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of such U.S. Dollar Commitment Increase) of all Advances then outstanding that are owed to U.S. Dollar Revolving Lenders (each such Lender, including any Assuming Lender, a “U.S. Dollar Purchasing Lender”), then such U.S. Dollar 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 U.S. Dollar Revolving Lender that is not a U.S. Dollar Purchasing Lender (a “U.S. Dollar Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each U.S. Dollar Revolving Lender shall equal such Lender’s U.S. Dollar Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of such U.S. Dollar Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all U.S. Dollar Revolving Lenders. The Administrative Agent shall calculate the net amount to be paid by each U.S. Dollar Purchasing Lender and received by each U.S. Dollar Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each U.S. Dollar 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 Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the U.S. Dollar Selling Lenders entitled to receive such payments at its Applicable Lending Office.

(f) On the Increase Date, to the extent the Advances then outstanding and owed to any Multicurrency Revolving Lender immediately prior to the effectiveness of the Multicurrency Commitment Increase shall be less than such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of such Multicurrency Commitment Increase) of all Advances then outstanding that are owed to Multicurrency Revolving Lenders (each such Lender, including any Assuming Lender, a “Multicurrency Purchasing Lender”), then such Multicurrency 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 Multicurrency Revolving Lender that is not a Multicurrency Purchasing Lender (a “Multicurrency Selling Lender”) in an amount sufficient such that following the effectiveness of all such assignments the Advances outstanding and owed to each Multicurrency Revolving Lender shall equal such Lender’s Multicurrency Revolving Credit Pro Rata Share (calculated immediately following the effectiveness of such Multicurrency Commitment Increase on the Increase Date) of all Advances then outstanding and owed to all Multicurrency Revolving Lenders. The Administrative Agent shall calculate the net amount to be paid by each Multicurrency Purchasing Lender and received by each Multicurrency Selling Lender in connection with the assignments effected hereunder on the Increase Date. Each Multicurrency 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 Increase Date. The Administrative Agent shall distribute on the Increase Date the proceeds of such amount to each of the Multicurrency Selling Lenders entitled to receive such payments at its Applicable Lending Office.

(g) If in connection with the transactions described in this Section 2.18 any Lender shall incur any losses, costs or expenses of the type described in Section 9.04(c), 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.

ARTICLE III

CONDITIONS OF LENDING AND ISSUANCES OF LETTERS OF CREDIT

SECTION 3.01. Conditions Precedent to Initial Extension of Credit. The obligation of each Lender to make an Advance or of any Issuing Bank to issue a Letter of Credit on the occasion of the Initial Extension of Credit hereunder is subject to the satisfaction of the following conditions precedent before or concurrently with the Initial Extension of Credit:

(a) The Administrative Agent shall have received on or before the day of the Initial Extension of Credit the following, each dated such day (unless otherwise specified), in form and substance satisfactory to the Administrative Agent (unless otherwise specified) and (except for the items specified in clauses (i) and (ii) below) in sufficient copies for each Lender Party:

(i) A Note payable to the order of each Lender requesting the same.

(ii) Completed requests for information, dated on or before the date of the Initial Extension of Credit, listing all effective financing statements filed in the jurisdictions that the Administrative Agent may deem necessary or desirable that name any Loan Party as debtor, together with copies of such other financing statements, and evidence that all other actions that the Administrative Agent may deem reasonably necessary or desirable have been taken (including, without limitation, receipt of duly executed payoff letters and UCC termination statements).

(iii) With respect to the Unencumbered Assets set forth on Schedule II on the Closing Date, the Administrative Agent hereby acknowledges the receipt of the documentation and deliveries delivered to it previously in its capacity as the administrative agent under the Existing Credit Agreement (pursuant to Sections 3.01 and 5.01(j) of the Existing Credit Agreement) and the Loan Parties irrevocably agree that all such deliveries shall be deemed to have been made to the Administrative Agent hereunder and that the Administrative Agent and Lender Parties may rely on the same; provided, however, that notwithstanding the foregoing, the Fusepoint Asset shall be treated as an Unencumbered Asset, provided that if the Fusepoint Owner shall at any time (x) fail to be a direct Subsidiary of the Borrower or a Guarantor or (y) fail to hold title to the Fusepoint Asset for the sole use, benefit and advantage of the Borrower or a Guarantor, all as set forth in the Fusepoint Owner’s Declaration of Trust, then, in either such case, the Asset Value attributable to the Fusepoint Asset shall be zero.

(iv) Certified copies of the resolutions of the Board of Directors, general partner or managing member, as applicable, of each Loan Party and of each general partner or managing member (if any) of each Loan Party approving the transactions contemplated by the Loan Documents and each Loan Document to which it is or is to be a party, and of all documents evidencing other necessary corporate action and governmental and other third party approvals and consents, if any, with respect to the transactions under the Loan Documents and each Loan Document to which it is or is to be a party.

(v) A copy of a certificate of the Secretary of State (or equivalent authority) of the jurisdiction of incorporation, organization or formation of each Loan Party and of each general partner or managing member (if any) of each Loan Party, dated reasonably near the Closing Date, certifying, if and to the extent such certification is generally available for entities of the type of such Loan Party, (A) as to a true and correct copy of the charter, certificate of limited partnership, limited liability company agreement or other organizational document of such Loan Party, general partner or managing member, as the case may be, and each amendment thereto on file in such Secretary’s office and (B) that (1) such amendments are the only amendments to the charter, certificate of limited partnership, limited liability company agreement or other organizational document, as applicable, of such Loan Party, general partner or managing member, as the case may be, on file in such Secretary’s office and (2) to the extent available, such Loan Party, general partner or managing member, as the case may be, has paid all franchise taxes to the date of such certificate and (C) such Loan Party, general partner or managing member, as the case may be, is duly incorporated, organized or formed and in good standing or presently subsisting under the laws of the jurisdiction of its incorporation, organization or formation.

(vi) A copy of a certificate of the Secretary of State (or equivalent authority) of each jurisdiction in which any Loan Party or any general partner or managing member of a Loan Party owns or leases property or in which the conduct of its business requires it to qualify or be licensed as a foreign corporation except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect, dated reasonably near (but prior to) the Closing Date, stating, with respect to each such Loan Party, general partner or managing member, that such Loan Party, general partner or managing member, as the case may be, is duly qualified and in good standing as a foreign corporation, limited partnership or limited liability company in such State and has filed all annual reports required to be filed to the date of such certificate.

(vii) A certificate of each Loan Party and of each general partner or managing member (if any) of each Loan Party, signed on behalf of such Loan Party, general partner or managing member, as applicable, by its President or a Vice President and its Secretary or any Assistant Secretary (or those of its general partner or managing member, if applicable), dated the Closing Date (the statements made in which certificate shall be true on and as of the date of the Initial Extension of Credit), certifying as to (A) the absence of any amendments to the constitutive documents of such Loan Party, general partner or managing member, as applicable, since the date of the certificate referred to in Section 3.01(a)(vi), (B) a true and correct copy of the bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, as applicable, as in effect on the date on which the resolutions referred to in Section 3.01(a)(v) were adopted and on the date of the Initial Extension of Credit, (C) the due incorporation, organization or formation and good standing or valid existence of such Loan Party, general partner or managing member, as applicable, as a corporation, limited liability company or partnership organized under the laws of the jurisdiction of its incorporation, organization or formation and the absence of any proceeding for the dissolution or liquidation of such Loan Party, general partner or managing member, as applicable, (D) the truth of the representations and warranties contained in the Loan Documents as though made on and as of the date of the Initial Extension of Credit and (E) the absence of any event occurring and continuing, or resulting from the Initial Extension of Credit, that constitutes a Default.

(viii) A certificate of the Secretary or an Assistant Secretary of each Loan Party (or Responsible Officer of the general partner or managing member of any Loan Party) and of each general partner or managing member (if any) of each Loan Party certifying the names and true signatures of the officers of such Loan Party, or of the general partner or managing member of such Loan Party, authorized to sign each Loan Document to which it is or is to be a party and the other documents to be delivered hereunder and thereunder.

(ix) Such financial, business and other information regarding each Loan Party and its Subsidiaries as the Lender Parties shall have reasonably requested, including, without limitation, information as to possible contingent liabilities, tax matters, environmental matters, obligations under Plans, Multiemployer Plans and Welfare Plans, collective bargaining agreements and other arrangements with employees, audited Consolidated annual financial statements for the year ending December 31, 2006 of the Parent Guarantor, interim financial statements dated the end of the most recent fiscal quarter for which financial statements are available (or, in the event the Lender Parties’ due diligence review reveals material changes since such financial statements, as of a later date within 45 days of the day of the Initial Extension of Credit).

(x) Evidence of insurance (which may consist of binders or certificates of insurance with respect to the blanket policies of insurance maintained by the Loan Parties with respect to property, commercial general liability and terrorism risks) with such responsible and reputable insurance companies or associations, and in such amounts and covering such risks, as is reasonably satisfactory to the Lender Parties.

(xi) An opinion of Latham & Watkins LLP, counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent.

(xii) An opinion of Venable LLP, Maryland counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent.

(xiii) An opinion of Haynes and Boone, LLP, Texas counsel for the Loan Parties, in form and substance satisfactory to the Administrative Agent.

(xiv) An opinion of Shearman & Sterling LLP, counsel for the Administrative Agent, in form and substance satisfactory to the Administrative Agent.

(xv) A breakage indemnity letter agreement executed by the Borrower in form and substance satisfactory to the Administrative Agent.

(xvi) A Notice of Borrowing or Notice of Issuance, as applicable, and an Unencumbered Assets Certificate relating to the Initial Extension of Credit.

(b) The Lender Parties shall be satisfied with the corporate and legal structure and capitalization of each Loan Party and its Subsidiaries, including the terms and conditions of the charter and bylaws, operating agreement, partnership agreement or other governing document of each of them.

(c) The Lender Parties shall be satisfied that all Existing Debt (including, without limitation, all Debt under the Existing Credit Agreement other than the Existing Letters of Credit), other than Surviving Debt, has been prepaid, redeemed or defeased in full or otherwise satisfied and extinguished and that all Surviving Debt shall be on terms and conditions satisfactory to the Lender Parties.

(d) Before and after giving effect to the transactions contemplated by the Loan Documents, there shall have occurred no material adverse change in the business, condition (financial or otherwise) results of operations or prospects of the Parent Guarantor, the Borrower or the Borrower and its Subsidiaries taken as a whole since December 31, 2006.

(e) There shall exist no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries pending or threatened before any court, governmental agency or arbitrator that (i) would be reasonably likely to have a Material Adverse Effect other than the matters described on Schedule 4.01(f) hereto (the “Disclosed Litigation”) or (ii) purports to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, and there shall have been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto.

(f) All material governmental and third party consents and approvals necessary in connection with the transactions contemplated by the Loan Documents shall have been obtained (without the imposition of any conditions that are not acceptable to the Lender Parties) and shall remain in effect, and no law or regulation shall be applicable in the reasonable judgment of the Lender Parties that restrains, prevents or imposes materially adverse conditions upon the transactions contemplated by the Loan Documents.

(g) The Borrower shall have paid all accrued fees of the Administrative Agent and the Lender Parties and all reasonable, out-of-pocket expenses of the Administrative Agent (including the reasonable fees and expenses of counsel to the Administrative Agent, subject to the terms of the Fee Letter).

SECTION 3.02. Conditions Precedent to Each Borrowing, Issuance, Renewal, Commitment Increase and Extension. (a) The obligation of each Lender to make an Advance (other than a Letter of Credit Advance made by an Issuing Bank or a Lender pursuant to Section 2.03(c) and a Swing Line Advance made by a Lender pursuant to Section 2.02(b)) on the occasion of each Borrowing (including the initial Borrowing), the obligation of each Issuing Bank to issue a Letter of Credit (including the initial issuance) or renew a Letter of Credit, the extension of Commitments pursuant to Section 2.16, a Commitment Increase pursuant to Section 2.18 and the right of the Borrower to request a Swing Line Borrowing shall be subject to the further conditions precedent that on the date of such Borrowing, issuance, renewal, extension or increase the following statements shall be true and the Administrative Agent shall have received for the account of such Lender, the Swing Line Bank or such Issuing Bank (x) an Unencumbered Assets Certificate dated the date of such Borrowing, issuance, renewal, extension or increase and (y) a certificate signed by a duly authorized officer of the Borrower, dated the date of such Borrowing, issuance, renewal, extension or increase, stating that:

(i) the representations and warranties contained in each Loan Document are true and correct on and as of such date, before and after giving effect to (A) such Borrowing, issuance, renewal, extension or increase and (B) in the case of any Borrowing, issuance or renewal, the application of the proceeds therefrom, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date (in which case such representations and warranties shall have been true and correct on and as of such earlier date));

(ii) no Default or Event of Default has occurred and is continuing, or would result from (A) such Borrowing, issuance, renewal, extension or increase or (B) in the case of any Borrowing or issuance or renewal, from the application of the proceeds therefrom; and

(iii) for each Revolving Credit Advance or Swing Line Advance made by the Swing Line Bank or issuance or renewal of any Letter of Credit, (A) 70% of the Total Unencumbered Asset Value equals or exceeds the Unsecured Debt that will be outstanding after giving effect to such Advance, issuance or renewal, respectively, and (B) before and after giving effect to such Advance, issuance or renewal, the Parent Guarantor shall be in compliance with the covenants contained in Section 5.04, together with supporting information in form satisfactory to the Administrative Agent showing the computations used in determining compliance with such covenants;

and (b) the Administrative Agent shall have received such other approvals, opinions or documents as any Lender Party through the Administrative Agent may reasonably request in order to confirm (i) the accuracy of the Loan Parties’ representations and warranties contained in the Loan Documents, (ii) the Loan Parties’ timely compliance with the terms, covenants and agreements set forth in the Loan Documents, (iii) the absence of any Default and (iv) the rights and remedies of the Secured Parties or the ability of the Loan Parties to perform their Obligations.

SECTION 3.03. Determinations Under Section 3.01. For purposes of determining compliance with the conditions specified in Section 3.01, each Lender Party shall be deemed to have consented to, approved or accepted or to be satisfied with each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender Parties unless an officer of the Administrative Agent responsible for the transactions contemplated by the Loan Documents shall have received notice from such Lender Party prior to the Initial Extension of Credit specifying its objection thereto and, if the Initial Extension of Credit consists of a Borrowing, such Lender Party shall not have made available to the Administrative Agent such Lender Party’s ratable portion of such Borrowing.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

SECTION 4.01. Representations and Warranties of the Loan Parties. Each Loan Party represents and warrants as follows:

(a) Each Loan Party and each general partner or managing member, if any, of each Loan Party (i) is a corporation, limited liability company or partnership duly incorporated, organized or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation, organization or formation, (ii) is duly qualified and in good standing as a foreign corporation, limited liability company or partnership in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed except where the failure to so qualify or be licensed would not be reasonably likely to have a Material Adverse Effect and (iii) has all requisite corporate, limited liability company or partnership power and authority (including, without limitation, all governmental licenses, permits and other approvals) to own or lease and operate its properties and to carry on its business as now conducted and as proposed to be conducted. The Parent Guarantor is organized in conformity with the requirements for qualification as a REIT under the Internal Revenue Code, and its method of operation enables it to meet the requirements for qualification and taxation as a REIT under the Internal Revenue Code. All of the outstanding Equity Interests in the Parent Guarantor have been validly issued, are fully paid and non-assessable, all of the general partner Equity Interests in the Borrower are owned by the Parent Guarantor, and all such general partner Equity Interests are owned by the Parent Guarantor free and clear of all Liens.

(b) Set forth on Schedule 4.01(b) hereto is a complete and accurate list of all Subsidiaries of each Loan Party, showing as of the date hereof (as to each such Subsidiary) the jurisdiction of its incorporation, organization or formation, the number of shares (or the equivalent thereof) of each class of its Equity Interests authorized, and the number outstanding, on the date hereof and the percentage of each such class of its Equity Interests owned (directly or indirectly) by such Loan Party and the number of shares (or the equivalent thereof) covered by all outstanding options, warrants, rights of conversion or purchase and similar rights at the date hereof. All of the outstanding Equity Interests in each Loan Party’s Subsidiaries have been validly issued, are fully paid and non-assessable and, to the extent owned by such Loan Party or one or more of its Subsidiaries, are owned by such Loan Party or Subsidiaries free and clear of all Liens (other than Liens on Equity Interests in Property-Level Subsidiaries securing Non-Recourse Debt permitted under Section 5.02(b)(ii)(G)).

(c) The execution and delivery by each Loan Party and of each general partner or managing member (if any) of each Loan Party of each Loan Document to which it is or is to be a party, and the performance of its obligations thereunder, and the consummation of the transactions contemplated by the Loan Documents, are within the corporate, limited liability company or partnership powers of such Loan Party, general partner or managing member, have been duly authorized by all necessary corporate, limited liability company or partnership action, and do not (i) contravene the charter or bylaws, operating agreement, partnership agreement or other governing document of such Loan Party, general partner or managing member, (ii) violate any law, rule, regulation (including, without limitation, Regulation X of the Board of Governors of the Federal Reserve System), order, writ, judgment, injunction, decree, determination or award, (iii) conflict with or result in the breach of, or constitute a default or require any payment to be made under, any Material Contract binding on or affecting any Loan Party or any of its Subsidiaries or any of their properties, or any general partner or managing member of any Loan Party or (iv) result in or require the creation or imposition of any Lien upon or with respect to any

of the properties of any Loan Party or any of its Subsidiaries. No Loan Party or any of its Subsidiaries is in violation of any such law, rule, regulation, order, writ, judgment, injunction, decree, determination or award or in breach of any such Material Contract, the violation or breach of which would be reasonably likely to have a Material Adverse Effect.

(d) Except as otherwise set forth on Schedule 4.01(d), no authorization or approval or other action by, and no notice to or filing with, any governmental authority or regulatory body or any other third party is required for the due execution, delivery, recordation, filing or performance by any Loan Party or any general partner or managing member of any Loan Party of any Loan Document to which it is or is to be a party or for the consummation of the transactions contemplated by the Loan Documents and the exercise by the Administrative Agent or any Lender Party of its rights under the Loan Documents, except for authorizations, approvals, actions, notices and filings which have been duly obtained, taken, given or made and are in full force and effect.

(e) This Agreement has been, and each other Loan Document when delivered hereunder will have been, duly executed and delivered by each Loan Party and general partner or managing member (if any) of each Loan Party party thereto. This Agreement is, and each other Loan Document when delivered hereunder will be, the legal, valid and binding obligation of each Loan Party and general partner or managing member (if any) of each Loan Party party thereto, enforceable against such Loan Party, general partner or managing member, as the case may be, in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

(f) There is no action, suit, investigation, litigation or proceeding affecting any Loan Party or any of its Subsidiaries or any general partner or managing member (if any) of any Loan Party, including any Environmental Action, pending or, to any Loan Party’s knowledge, threatened before any court, governmental agency or arbitrator that (i) could reasonably be expected to have a Material Adverse Effect (other than the Disclosed Litigation) or (ii) could reasonably be expected to affect the legality, validity or enforceability of any Loan Document or the consummation of the transactions contemplated by the Loan Documents, and there has been no material adverse change in the status, or financial effect on any Loan Party or any of its Subsidiaries or any general partner or managing member (if any) of any Loan Party, of the Disclosed Litigation from that described on Schedule 4.01(f) hereto.

(g) The Consolidated balance sheet of the Parent Guarantor and its Subsidiaries as at December 31, 2006 and the related Consolidated statement of income and Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an unqualified opinion of KPMG LLP, independent public accountants, and the Consolidated balance sheet of the Parent Guarantor as at June 30, 2007, and the related Consolidated statement of income and Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the six months then ended, copies of which have been furnished to each Lender Party, fairly present, subject, in the case of such balance sheet as at June 30, 2007, and such statements of income and cash flows for the six months then ended, to year-end audit adjustments, the Consolidated financial condition of the Parent Guarantor and its Subsidiaries as at such dates and the Consolidated results of operations of the Parent Guarantor and its Subsidiaries for the periods ended on such dates, all in accordance with generally accepted accounting principles applied on a consistent basis, and since December 31, 2006, there has been no Material Adverse Change.

(h) The Consolidated forecasted balance sheets, statements of income and statements of cash flows of the Parent Guarantor and its Subsidiaries most recently delivered to the Lender Parties pursuant to Section 5.03 were prepared in good faith on the basis of the assumptions stated therein, which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, the Parent Guarantor’s best estimate of its future financial performance.

(i) Neither the Information Memorandum nor any other information, exhibit or report furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender Party in connection with the negotiation and syndication of the Loan Documents or pursuant to the terms of the Loan Documents contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements made therein not misleading.

(j) No Loan Party is engaged in the business of extending credit for the purpose of purchasing or carrying Margin Stock, and no proceeds of any Advance or drawings under any Letter of Credit will be used to purchase or carry any Margin Stock or to extend credit to others for the purpose of purchasing or carrying any Margin Stock.

(k) Neither any Loan Party nor any of its Subsidiaries nor any general partner or managing member of any Loan Party, as applicable, is an “investment company”, or an “affiliated person” of, or “promoter” or “principal underwriter” for, an “investment company”, as such terms are defined in the Investment Company Act of 1940, as amended. Without limiting the generality of the foregoing, each Loan Party and each of its Subsidiaries and each general partner or managing member of any Loan Party, as applicable: (i) is primarily engaged, directly or through a wholly-owned subsidiary or subsidiaries, in a business or businesses other than that of (A) investing, reinvesting, owning, holding or trading in securities or (B) issuing face-amount certificates of the installment type; (ii) is not engaged in, does not propose to engage in and does not hold itself out as being engaged in the business of (A) investing, reinvesting, owning, holding or trading in securities or (B) issuing face-amount certificates of the installment type; (iii) does not own or propose to acquire investment securities (as defined in the Investment Company Act of 1940, as amended) having a value exceeding forty percent (40%) of the value of such company’s total assets (exclusive of government securities and cash items) on an unconsolidated basis; (iv) has not in the past been engaged in the business of issuing face-amount certificates of the installment type; and (v) does not have any outstanding face-amount certificates of the installment type. Neither the making of any Advances, nor the issuance of any Letters of Credit, nor the application of the proceeds or repayment thereof by the Borrower, nor the consummation of the other transactions contemplated by the Loan Documents, will violate any provision of any such Act or any rule, regulation or order of the Securities and Exchange Commission thereunder.

(l) Neither any Loan Party nor any of its Subsidiaries is a party to any indenture, loan or credit agreement or any lease or other agreement or instrument or subject to any charter, corporate, partnership, membership or other governing restriction that would be reasonably likely to have a Material Adverse Effect (absent a material default under a Material Contract).

(m) Each of the Assets listed on Schedule II hereto satisfies all Unencumbered Asset Conditions, except to the extent as otherwise set forth herein or waived in writing by the Required 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.

(n) Set forth on Schedule 4.01(n) hereto is a complete and accurate list of all Existing Debt (other than Surviving Debt) having a principal amount of at least $1,000,000, showing as of the date hereof the obligor and the principal amount outstanding thereunder.

(o) Set forth on Schedule 4.01(o) hereto is a complete and accurate list of all Surviving Debt of each Loan Party and its Subsidiaries having a principal amount of at least $1,000,000 and showing as of such date the obligor and the principal amount outstanding thereunder, the maturity date thereof and the amortization schedule therefor.

(p) Set forth on Schedule 4.01(p) hereto is a complete and accurate list of all Liens on the property or assets of any Loan Party or, with respect to Debt for Borrowed Money, any of its Subsidiaries, showing as of the date hereof the lienholder thereof, the principal amount of the obligations secured thereby and the property or assets of such Loan Party or such Subsidiary subject thereto.

(q) Set forth on Schedule 4.01(q) hereto is a complete and accurate list of all material Real Property owned by any Loan Party or any of its Subsidiaries, showing as of the date hereof, and as of each other date such Schedule 4.01(q) is required to be supplemented pursuant to Section 5.03(i), the street address, county or other relevant jurisdiction, state, record owner and book value thereof. Each Loan Party or such Subsidiary has good, marketable and insurable fee simple title to such Real Property, free and clear of all Liens, other than Liens created or permitted by the Loan Documents.

(r) Set forth on Schedule 4.01(r) hereto is a complete and accurate list of all leases of material Real Property under which any Loan Party or any of its Subsidiaries is the lessee, showing as of the date hereof, and as of each other date such Schedule 4.01(r) is required to be supplemented pursuant to Section 5.03(i), the street address, county or other relevant jurisdiction, state, lessor, lessee, expiration date and annual rental cost thereof. To the best of each Loan Party’s knowledge, each such lease is the legal, valid and binding obligation of the lessor thereof, enforceable in accordance with its terms.

(s)(i) Except as otherwise set forth on Part I of Schedule 4.01(s) hereto, the operations and properties of each Loan Party and each of its Subsidiaries comply in all material respects with all applicable Environmental Laws and Environmental Permits, there is no past non-compliance with such Environmental Laws and Environmental Permits that has resulted in any ongoing material costs or obligations or that is reasonably expected to result in any future material costs or obligations, and no circumstances exist that could be reasonably likely to (A) form the basis of an Environmental Action against any Loan Party or any of its Subsidiaries or any of their properties that could reasonably be expected to have a Material Adverse Effect or (B) cause any such property to be subject to any restrictions on ownership, occupancy, use or transferability under any Environmental Law.

(ii) Except as otherwise set forth on Part II of Schedule 4.01(s) hereto, none of the properties currently or formerly owned or operated by any Loan Party or any of its Subsidiaries is listed or proposed for listing on the NPL or any analogous foreign, state or local list or is adjacent to any such property; there are no and never have been any underground or above ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials are being or have been treated, stored or disposed on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries that is reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries; there is no asbestos or asbestos-containing material on any property currently owned or operated by any Loan Party or

any of its Subsidiaries; and Hazardous Materials have not been released, discharged or disposed of on any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries.

(iii) Except as otherwise set forth on Part III of Schedule 4.01(s) hereto, neither any Loan Party nor any of its Subsidiaries is undertaking, and has not completed, either individually or together with other potentially responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened release, discharge or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any governmental or regulatory authority or the requirements of any Environmental Law; and all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly owned or operated by any Loan Party or any of its Subsidiaries have been disposed of in a manner not reasonably expected to result in material liability to any Loan Party or any of its Subsidiaries.

(t) Each Loan Party and each Subsidiary is in compliance with the requirements of all Laws (including, without limitation, the Securities Act and the Securities Exchange Act, and the applicable rules and regulations thereunder, state securities law and “Blue Sky” laws) applicable to it and its business, where the failure to so comply could reasonably be expected to have a Material Adverse Effect.

(u) Neither the business nor the properties of any Loan Party or any of its Subsidiaries are affected by any fire, explosion, accident, strike, lockout or other labor dispute, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected to have a Material Adverse Effect.

(v) Each Loan Party has, independently and without reliance upon the Administrative Agent or any other Lender Party and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement (and in the case of the Guarantors, to give the guaranty under this Agreement) and each other Loan Document to which it is or is to be a party, and each Loan Party has established adequate means of obtaining from each other Loan Party on a continuing basis information pertaining to, and is now and on a continuing basis will be completely familiar with, the business, condition (financial or otherwise), operations, performance, properties and prospects of such other Loan Party.

(w) Each Loan Party is, individually and together with its Subsidiaries, Solvent.

(x) No Loan Party has made any extension of credit to any of its directors or executive officers in contravention of any applicable restrictions set forth in Section 402(a) of Sarbanes-Oxley that has resulted in or could reasonably be expected to result in a Material Adverse Effect.

(y) Set forth on Part A of Schedule 4.01(y) hereto is a complete and accurate list of all Excluded Subsidiaries and their respective Excluded Subsidiary Agreements (if any) existing on the date hereof.

(z)(i) No ERISA Event has occurred or is reasonably expected to occur with respect to any Plan that has resulted in or could reasonably be expected to result in a Material Adverse Effect.

(ii) Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) for each Plan, copies of which have been filed with the Internal Revenue Service, is

complete and accurate in all material respects and fairly presents the funding status of such Plan, and since the date of such Schedule B there has been no change in such funding status that has result in or could reasonably be expected to result in a Material Adverse Effect.

(iii) Neither any Loan Party nor any ERISA Affiliate has incurred or is reasonably expected to incur any Withdrawal Liability to any Multiemployer Plan, except as would not reasonably be expected to result in a Material Adverse Effect.

(iv) Neither any Loan Party nor any ERISA Affiliate has been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or has been terminated, within the meaning of Title IV of ERISA, and no such Multiemployer Plan is reasonably expected to be in reorganization or to be terminated, within the meaning of Title IV of ERISA, in each case, except as would not reasonably be expected to result in a Material Adverse Effect.

ARTICLE V

COVENANTS OF THE LOAN PARTIES

SECTION 5.01. Affirmative Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, each Loan Party will:

(a) Compliance with Laws, Etc. Comply, and cause each of its Subsidiaries to comply, in all material respects, with all applicable laws, rules, regulations and orders, such compliance to include, without limitation, compliance with ERISA and the Racketeer Influenced and Corrupt Organizations Chapter of the Organized Crime Control Act of 1970; provided, however, that the failure to comply with the provisions of this Section 5.01(a) shall not constitute a default hereunder so long as such non-compliance is the subject of a Good Faith Contest.

(b) Payment of Taxes, Etc. Pay and discharge, and cause each of its Subsidiaries to pay and discharge, before the same shall become delinquent, (i) all taxes, assessments and governmental charges or levies imposed upon it or upon its property and (ii) all lawful claims that, if unpaid, might by law become a Lien upon its property; provided, however, that neither the Loan Parties nor any of their Subsidiaries shall be required to pay or discharge any such tax, assessment, charge or claim that is the subject of a Good Faith Contest, unless and until any Lien resulting therefrom attaches to its property and becomes enforceable against its other creditors.

(c) Compliance with Environmental Laws. Comply, and cause each of its Subsidiaries to comply, and to take commercially reasonably steps to ensure that all lessees and other Persons operating or occupying its properties to comply, in all material respects, with all applicable Environmental Laws and Environmental Permits, except where such non-compliance could not reasonably expected to result in a Material Adverse Effect; obtain and renew and cause each of its Subsidiaries to obtain and renew all Environmental Permits necessary for its operations and properties, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect; and conduct, and cause each of its Subsidiaries to conduct, any investigation, study, sampling and testing, and undertake any cleanup, removal, remedial or other action necessary to remove and clean up all Hazardous Materials from any of its properties, in accordance with the requirements of all Environmental Laws, except where failure to do the same could not reasonably be expected to result in a Material Adverse Effect; provided, however, that neither the Loan Parties nor any of their Subsidiaries shall be required to undertake any such cleanup, removal, remedial or other action to the extent that its obligation to do so is the subject of a Good Faith Contest.

(d) Maintenance of Insurance. Maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by companies engaged in similar businesses and owning similar properties in the same general areas in which such Loan Party or such Subsidiaries operate.

(e) Preservation of Partnership or Corporate Existence, Etc. Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its existence (corporate or otherwise), legal structure, legal name, rights (charter and statutory), permits, licenses, approvals, privileges and franchises, except, in the case of Subsidiaries of the Borrower only, if in the reasonable business judgment of such Subsidiary it is in its best economic interest not to preserve and maintain such rights or franchises and such failure to preserve such rights or franchises is not reasonably likely to result in a Material Adverse Effect (it being understood that the foregoing shall not prohibit, or be violated as a result of, any transactions by or involving any Loan Party or Subsidiary thereof otherwise permitted under Section 5.02(d) or (e) below).

(f) Visitation Rights. At any reasonable time and from time to time, permit the Administrative Agent, or any agent or representatives thereof, to examine and make copies of and abstracts from the records and books of account of, and visit the properties of, any Loan Party and any of its Subsidiaries, and to discuss the affairs, finances and accounts of any Loan Party and any of its Subsidiaries with any of their general partners, managing members, officers or directors.

(g) Keeping of Books. Keep, and cause each of its Subsidiaries to keep, proper books of record and account, in which full and correct entries shall be made of all financial transactions and the assets and business of such Loan Party and each such Subsidiary in accordance with GAAP.

(h) Maintenance of Properties, Etc. Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted and will from time to time make or cause to be made all appropriate repairs, renewals and replacement thereof except where failure to do so would not have a Material Adverse Effect.

(i) Transactions with Affiliates and Excluded Subsidiaries. Conduct, and cause each of its Subsidiaries to conduct, all transactions otherwise permitted under the Loan Documents with any of their Affiliates (other than transactions exclusively among or between the Loan Parties) or with any Excluded Subsidiary on terms that are fair and reasonable and no less favorable to such Loan Party or such Subsidiary than it would obtain at the time in a comparable arm’s-length transaction with a Person not an Affiliate.

(j) Covenant to Guarantee Obligations. Each applicable Loan Party shall, in each case at its expense:

(i) Within 15 days after any Excluded Subsidiary Agreement terminates or otherwise becomes ineffective as to the Excluded Subsidiary party to such agreement, cause such Excluded Subsidiary (other than a Foreign Subsidiary) to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of

Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the Obligations of the other Loan Parties under the Loan Documents, unless such Excluded Subsidiary (or a related Excluded Subsidiary) shall incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) within 60 days after the termination of such Excluded Subsidiary Agreement, and in such case the agreement in respect of such Non-Recourse Debt shall be deemed to be an Excluded Subsidiary Agreement and the Borrower shall, or cause such Excluded Subsidiary to, promptly deliver to the Administrative Agent (x) a copy of such agreement in respect of such Non-Recourse Debt and (y) an amended Schedule 4.01(y) that sets forth such agreement in respect of such Non-Recourse Debt opposite the name of such Excluded Subsidiary.

(ii) Within 15 days after the formation or acquisition of any new direct or indirect Subsidiary (other than a Foreign Subsidiary) by any Loan Party, cause each such Subsidiary (other than a Subsidiary (x) that is prohibited by the terms of any loan agreement or indenture or other agreement to which it or a related Excluded Subsidiary is a party (or a default under any such agreement would result therefrom) from providing guarantees of the Obligations of the Loan Parties under the Loan Documents, (y) that is being formed with the intent to incur Non-Recourse Debt permitted under Section 5.02(b)(ii)(G) in respect of Assets that are not Unencumbered Assets, or (z) that is inactive or holds de minimis assets (any Subsidiary described in clauses (x), (y) or (z) of this parenthetical, a “Limited Subsidiary”)), and cause each direct and indirect parent of such Subsidiary that is not a Limited Subsidiary (if it has not already done so), to duly execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, provided that upon the formation or acquisition of any Limited Subsidiary, each such Limited Subsidiary shall be deemed to be an Excluded Subsidiary and each such loan agreement or indenture or other material agreement (if any) that restricts such Limited Subsidiary from providing guarantees of the Obligations of the Loan Parties under the Loan Documents shall be deemed to be an Excluded Subsidiary Agreement, and the Borrower shall, or cause such Limited Subsidiary to, promptly deliver to the Administrative Agent (1) copies of such agreements or indentures in respect of such Non-Recourse Debt and (2) an amended Schedule 4.01(y) that sets forth such agreements or indentures in respect of such Non-Recourse Debt opposite the name of such Limited Subsidiary.

(iii) Upon the request by the Borrower that any Asset (a “Proposed Unencumbered Asset”) be added as an Unencumbered Asset, in each case at the Borrower’s expense:

(A) within 10 days after such request, furnish to the Administrative Agent the following items:

(1) a description, in detail reasonably satisfactory to the Administrative Agent, of the Proposed Unencumbered Asset,

(2) a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower confirming that (u) such Asset is free of all structural defects or material architectural deficiencies, title defects, environmental conditions or other matters (including a casualty

event or condemnation) that could reasonably be expected to have a material adverse affect on the value, use or ability to sell or refinance such Asset, (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,

(3) confirmation that the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro forma basis immediately after the addition of such Proposed Unencumbered Asset as an Unencumbered Asset), evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower delivered to the Administrative Agent prior to such addition demonstrating such compliance,

(4) a current record owner and lien search performed by a title insurer reasonably 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,

(5) a revised Schedule II hereto reflecting the addition of such Proposed Unencumbered Asset, provided that for purposes of the definition of the term Unencumbered Assets (and subject to the proviso immediately following below), such revised Schedule II shall become effective only upon satisfaction of each of the conditions set forth in this Section 5.01(j)(iii), and

(6) in the case of any Proposed Unencumbered Asset that is a Redevelopment Asset or Development Asset, a certificate of the Chief Financial Officer (or other Responsible Officer) of the Borrower stating that set forth on schedules attached to such certificate are a capital expenditures budget and projected operating statements for such Redevelopment Asset or Development Asset, as applicable;

provided, however, that, notwithstanding the foregoing, the failure to comply with one or more of the Unencumbered Asset Conditions or clauses (2), (4) or (6) 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; and

(B) as promptly as possible, furnish to the Administrative Agent such other approvals or documents as any Lender Party through the Administration Agent may reasonably request.

(k) Further Assurances. Promptly upon request by the Administrative Agent, or any Lender Party through the Administrative Agent, correct any material defect or error that may be discovered in any Loan Document or in the execution, acknowledgment, filing or recordation thereof.

(l) Performance of Material Contracts. Perform and observe in all material respects all the terms and provisions of each Material Contract to be performed or observed by it, maintain each such Material Contract in full force and effect, enforce in all material respects each such Material Contract in accordance with its terms, take all such action to such end as may be from time to time reasonably requested by the Administrative Agent and, upon request of the Administrative Agent, make to each other party to each such Material Contract such demands and requests for information and reports or for action as any Loan Party or any of its Subsidiaries is entitled to make under such Material Contract, and cause each of its Subsidiaries to do so.

(m) Compliance with Terms of Leaseholds. Make all payments and otherwise perform all obligations in respect of all leases of real property to which the Borrower or any of its Subsidiaries is a party, keep such leases in full force and effect and not allow such leases to lapse or be terminated or any rights to renew such leases to be forfeited or cancelled, except, in the case of Subsidiaries of the Borrower only, if in the reasonably business judgment of such Subsidiary it is in its best economic interest not to maintain such lease or prevent such lapse, termination, forfeiture or cancellation and such failure to maintain such lease or prevent such lapse, termination, forfeiture or cancellation is not in respect of a Qualifying Ground Lease for an Unencumbered Asset and is not otherwise reasonably likely to result in a Material Adverse Effect, notify the Administrative Agent of any default by any party with respect to such leases and cooperate with the Administrative Agent in all respects to cure any such default, and cause each of its Subsidiaries to do so.

(n) Interest Rate Hedging. Enter into within 30 days after the Closing Date, and maintain at all times thereafter, interest rate Hedge Agreements (i) with Persons reasonably acceptable to the Administrative Agent, (ii) providing either an interest-rate swap for a fixed rate of interest reasonably acceptable to the Administrative Agent or an interest-rate cap at an interest rate reasonably acceptable to the Administrative Agent, (iii) covering a notional amount equal to the amount, if any, by which (A) 66 ²/3% of Consolidated Debt for Borrowed Money of the Parent and its Subsidiaries exceeds (B) all Consolidated Debt for Borrowed Money of the Parent and its Subsidiaries then accruing interest at a fixed rate acceptable to the Administrative Agent and (iv) otherwise on terms and conditions reasonably acceptable to the Administrative Agent.

(o) Maintenance of REIT Status. In the case of the Parent Guarantor, at all times, conduct its affairs and the affairs of its Subsidiaries in a manner so as to continue to qualify as a REIT and elect to be treated as a REIT under all applicable laws, rules and regulations.

(p) NYSE Listing. In the case of the Parent Guarantor, at all times cause its common shares to be duly listed on the New York Stock Exchange or other national stock exchange.

(q) Sarbanes-Oxley. Comply at all times with all applicable provisions of Section 402(a) of Sarbanes-Oxley, except where the failure to so comply could not reasonably be expected to result in a Material Adverse Effect.

(r) Certain Excluded Subsidiaries. After the Closing Date, (i) use best efforts to obtain such consents of lenders as may be required to permit those Subsidiaries (other than a Foreign Subsidiary) presently designated as Excluded Subsidiaries solely on the basis of restrictive provisions in their charters to become Guarantors hereunder, and (ii) within 10 days after obtaining any such required consents, (x) cause the applicable Subsidiary to execute and deliver to the Administrative Agent a Guaranty Supplement in substantially the form of Exhibit C hereto, or such other guaranty supplement in form and substance satisfactory to the Administrative Agent, guaranteeing the other Loan Parties’ Obligations under the Loan Documents, and (y) deliver or cause the applicable Subsidiary to deliver an amended Schedule 4.01(y) that no longer lists such Subsidiary as an Excluded Subsidiary.

SECTION 5.02. Negative Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, no Loan Party will, at any time:

(a) Liens, Etc. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Lien on or with respect to any of its properties of any character (including, without limitation, accounts) whether now owned or hereafter acquired, or sign or file or suffer to exist, or permit any of its Subsidiaries to sign or file or suffer to exist, under the Uniform Commercial Code of any jurisdiction, a financing statement (other than such financing statements filed solely as a precaution in respect of true leases entered in the ordinary course of business) that names such Loan Party or any of its Subsidiaries as debtor, or sign or suffer to exist, or permit any of its Subsidiaries to sign or suffer to exist, any security agreement authorizing any secured party thereunder to file such financing statement, or assign, or permit any of its Subsidiaries to assign, any accounts or other right to receive income, except, in the case of the Loan Parties (other than the Parent Guarantor) and their respective Subsidiaries:

(i) Permitted Liens;

(ii) Liens described on Schedule 4.01(p) hereto;

(iii) purchase money Liens upon or in equipment acquired or held by such Loan Party or any of its Subsidiaries in the ordinary course of business to secure the purchase price of such equipment or to secure Debt incurred solely for the purpose of financing the acquisition of any such equipment to be subject to such Liens, or Liens existing on any such equipment at the time of acquisition (other than any such Liens created in contemplation of such acquisition that do not secure the purchase price), or extensions, renewals or replacements of any of the foregoing for the same or a lesser amount; provided, however, that no such Lien shall extend to or cover any property other than the equipment being acquired, and no such extension, renewal or replacement shall extend to or cover any property not theretofore subject to the Lien being extended, renewed or replaced; and provided further that the aggregate principal amount of the Debt secured by Liens permitted by this clause (iii) shall not exceed the amount permitted under Section 5.02(b)(ii)(B) at any time outstanding;

(iv) Liens arising in connection with Capitalized Leases permitted under Section 5.02(b)(ii)(C), provided that no such Lien shall extend to or cover any assets other than the assets subject to such Capitalized Leases;

(v) Liens on property of a Person existing at the time such Person is acquired by, merged into or consolidated with any Loan Party or any Subsidiary of any Loan Party

or becomes a Subsidiary of any Loan Party, provided that such Liens were not created in contemplation of such merger, consolidation or acquisition and do not extend to any assets other than those of the Person so merged into or consolidated with such Loan Party or such Subsidiary or acquired by such Loan Party or such Subsidiary;

(vi) other Liens securing Non-Recourse Debt permitted under Section 5.02(b)(ii)(G);

(vii) the replacement, extension or renewal of any Lien permitted by clause (iii) or (v) above upon or in the same property theretofore subject thereto or the replacement, extension or renewal of the Debt secured thereby; and

(viii) other Liens incurred in the ordinary course of business with respect to obligations in an amount not to exceed $3,000,000 in the aggregate at any time.

(b) Debt. Create, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except:

(i)(y) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that, in each case, such Debt (1) shall be on terms acceptable to the Administrative Agent and (2) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents, and (z) in the case of any Excluded Subsidiary, Debt owed to any other Excluded Subsidiary;

(ii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries,

(A) Debt under the Loan Documents,

(B) Debt secured by Liens permitted by Section 5.02(a)(iii) not to exceed in the aggregate $7,500,000 at any time outstanding,

(C)(1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $25,000,000 at any time outstanding, and (2) in the case of Capitalized Leases (other than with respect to Real Property) to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases,

(D) [intentionally omitted],

(E) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice,

(F) Unsecured Debt incurred in the ordinary course of business for borrowed money, maturing within one year from the date created, and aggregating, on a Consolidated basis, not more than $25,000,000 at any one time outstanding, and

(G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Unencumbered Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement;

(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 (1) 20% of Total Asset Value plus (2) the Facility amount; provided, however, that any recourse guaranties of Non-Recourse Debt (exclusive of Customary Carve-Out Agreements) otherwise permitted under this clause (C) shall not exceed in the aggregate 5% of Total Asset Value; provided further that during any period in which the Parent Guarantor shall maintain a Debt Rating of BBB-/Baa3 or better, then the Parent Guarantor and its Subsidiaries shall be permitted to incur Recourse Debt in any amount that would not result in a failure by the Borrower or the Parent Guarantor to comply with any of the financial covenants applicable to it contained in Section 5.04;

(iv) in the case of the Parent Guarantor, Debt under the Loan Documents; and

(v) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business.

(c) Change in Nature of Business. Engage in, or permit any of its Subsidiaries to engage in, any material new line of business different from those lines of business conducted by the Borrower or any of its Subsidiaries on the Effective Date (after giving effect to the transactions contemplated by the Loan Documents), including the ownership, acquisition, development, construction, rental and management of Real Property (including all Assets), and activities substantially related, necessary or incidental thereto

(d) Mergers, Etc. Merge or consolidate with or into, or convey, transfer, lease or otherwise dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to, any Person, or permit any of its Subsidiaries to do so; provided, however, that (i) any Subsidiary of a Loan Party may merge or consolidate with or into, or dispose of assets to, any other Subsidiary of a Loan Party (provided that if one or more of such Subsidiaries is also a Loan Party, a Loan Party shall be the surviving entity) or any other Loan Party (provided that such Loan Party or, in the case of any Loan Party other than the Borrower, another Loan Party shall be the surviving entity), and (ii) any Loan Party may merge with any Person that is not a Loan Party so long as such Loan Party or another Loan Party is the surviving entity, provided, in each case, that no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom. Notwithstanding any other provision of this Agreement, (y) any Subsidiary of a Loan Party (other than the Borrower and any Subsidiary that is the direct owner of an Unencumbered Asset) may liquidate

or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and the assets or proceeds from the liquidation or dissolution of such Subsidiary are transferred to the Borrower or any Subsidiary thereof, which Subsidiary shall be a Loan Party if the Subsidiary being liquidated or dissolved is a Loan Party, provided that no Default or Event of Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, and (z) any Loan Party or Subsidiary of a Loan Party shall be permitted to effect any Transfer of Unencumbered Assets through the sale or transfer of the direct or indirect Equity Interests in the Subsidiary of such Loan Party that owns such Unencumbered Assets so long as Section 5.02(e) would otherwise permit the Transfer of all Unencumbered Assets owned by such Subsidiary at the time of such sale or transfer of such Equity Interests. Upon the sale or transfer of Equity Interests in any Subsidiary or Subsidiaries of a Loan Party permitted under clause (z) above, the Administrative Agent shall, upon the request of the Borrower, release such Subsidiary or Subsidiaries from the Guaranty.

(e) Sales, Etc. of Assets. (i) In the case of the Parent Guarantor, sell, lease, transfer or otherwise dispose of, or grant any option or other right to purchase, lease or otherwise acquire any assets and (ii) in the case of the Loan Parties (other than the Parent Guarantor), sell, lease (other than enter into Tenancy Leases), transfer or otherwise dispose of, or grant any option or other right to purchase, lease (other than any option or other right to enter into Tenancy Leases) or otherwise acquire, or permit any of its Subsidiaries to sell, lease (other than pursuant to a Tenancy Lease), transfer or otherwise dispose of, or grant any option or other right to purchase, lease (other than an option or other right to enter into a Tenancy Lease) or otherwise acquire (each action described in clause (ii) of this subsection (e) being a “Transfer”), any Unencumbered Asset or Unencumbered Assets (or any direct or indirect Equity Interests in the owner thereof) other than the following Transfers, which shall be permitted hereunder only so long as no Default or Event of Default shall exist or would result therefrom:

(A) the Transfer of any Unencumbered Asset or Unencumbered Assets from any Loan Party to another Loan Party or from a Subsidiary of a Loan Party to another Subsidiary of such Loan Party or any other Loan Party, and

(B) the Transfer of any Unencumbered Asset or Unencumbered Assets to any Person, or the designation of an Unencumbered Asset or Unencumbered Assets as a non-Unencumbered Asset or non-Unencumbered Assets, in each case with the intention that such Unencumbered Asset or Unencumbered Assets, upon consummation of such Transfer or upon such designation, shall no longer constitute an Unencumbered Asset or Unencumbered Assets for purposes of this Agreement, provided that (x) the remaining Unencumbered Assets continue to satisfy all Unencumbered Asset Conditions and (y) the Loan Parties shall be in compliance with the covenants contained in Section 5.04 both immediately before and on a pro forma basis immediately after giving effect to such Transfer, provided further that compliance with the foregoing proviso shall be evidenced by a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Borrower delivered to the Administrative Agent prior to the date of such Transfer demonstrating such compliance, together with supporting information in detail reasonably satisfactory to the Administrative Agent.

If, at any time after the designation in accordance with the foregoing clause (B) of all Unencumbered Assets of any Property-Level Subsidiary as non-Unencumbered Assets, such Subsidiary shall incur any Debt not prohibited by Section 5.02(b) pursuant to an agreement that

could qualify as an Excluded Subsidiary Agreement hereunder, (i) the Administrative Agent shall, upon the request of the Borrower, release such Subsidiary (and any other Subsidiary related thereto to the extent reasonably requested by the Borrower) from the Guaranty, (ii) such Subsidiary or Subsidiaries shall constitute Excluded Subsidiaries hereunder and such agreement shall constitute an Excluded Subsidiary Agreement hereunder, and (iii) the Borrower shall, or cause such Excluded Subsidiaries to, promptly deliver to the Administrative Agent (x) a copy of such Excluded Subsidiary Agreement in respect of such Debt and (y) an amended Schedule 4.01(y) that sets forth such Excluded Subsidiary Agreement opposite the name of such Excluded Subsidiaries.

(f) Investments in Other Persons. Make or hold, or permit any of its Subsidiaries to make or hold, any Investment in any Person other than:

(i) Investments by the Loan Parties and their Subsidiaries in their Subsidiaries outstanding on the date hereof and additional Investments in Subsidiaries (including, without limitation, Investments comprised of loans or equity contributions to Excluded Subsidiaries or loans or equity contributions by one Excluded Subsidiary to another Excluded Subsidiary) and, in the case of the Loan Parties (other than the Parent Guarantor) and their Subsidiaries, Investments in Assets (including by asset or Equity Interest acquisitions), in each case subject, where applicable, to the limitations set forth in Section 5.02(f)(iv);

(ii) Investments in Cash Equivalents;

(iii) Investments consisting of intercompany Debt permitted under Section 5.02(b)(i);

(iv) Investments consisting of the following items so long as (y) the aggregate amount outstanding, without duplication, of all Investments described in this subsection does not exceed, at any time, 35% of Total Asset Value at such time, and (z) the aggregate amount of each of the following items of Investments does not exceed the specified percentage of Total Asset Value set forth below:

(A) Investments in Redevelopment Assets and Development Assets (including such assets that such Person has contracted to purchase for development with or without options to terminate the purchase agreement), so long as the aggregate amount of all such Investments in Redevelopment Assets and Development Assets, calculated on the basis of actual cost, does not at any time exceed 25.0% of Total Asset Value at such time; provided, however, that the limitations set forth in this clause (A) shall not apply to any Redevelopment Asset or Development Asset that is 85% pre-leased pursuant to duly executed Tenancy Leases and all completion and performance guarantees pertaining to such Asset are reasonably satisfactory to the Administrative Agent,

(B) Investments in undeveloped land (including undeveloped land that such Person has contracted to purchase with or without options to terminate the purchase agreement), so long as the aggregate amount of all such Investments in undeveloped land, calculated on the basis of actual cost, does not at any time exceed 10.0% of Total Asset Value at such time, and

(C) Investments in Joint Ventures of any Loan Party or its Subsidiaries so long as the aggregate amount of such Investments outstanding does not at any time exceed 25% of Total Asset Value of the Parent Guarantor and its Subsidiaries, as determined in accordance with GAAP, at such time;

(v) Investments by the Borrower in Hedge Agreements permitted under Section 5.02(b)(ii)(E);

(vi) To the extent permitted by applicable law, advances to officers, directors and employees of any Loan Party or any Subsidiary of any Loan Party in the ordinary course of business, for travel, entertainment, relocation and analogous ordinary business purposes;

(vii) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable arising from the grant of trade credit extended in the ordinary course of business in an aggregate amount not to exceed $10,000,000; and

(viii) Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or limit loss.

(g) Restricted Payments. In the case of the Parent Guarantor, declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such; provided, however, that the Parent Guarantor may declare and pay dividends or make other distributions of common stock or cash or purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests, in each case only (i) so long as no Event of Default under Sections 6.01(a), (c) or (e) shall have occurred and be continuing, (y) in an aggregate amount not to exceed during any four consecutive fiscal quarters of the Parent Guarantor 95% of Funds From Operations for such four fiscal quarter period, or (z) as may otherwise be required to avoid the imposition of income or excise taxes on the Parent Guarantor, and (ii) as may be required to comply with Section 5.01(o).

(h) Amendments of Constitutive Documents. Amend, in each case in any material respect, its limited liability company agreement, certificate of incorporation or bylaws or other constitutive documents, provided that any amendment to any such constitutive document that would be adverse to any of the Lender Parties shall be deemed “material” for purposes of this Section; and provided further that any amendment to any such constitutive document that would designate such Loan Party as a “special purpose entity” or otherwise confirm such Loan Party’s status as a “special purpose entity” shall be deemed “not material” for purposes of this Section.

(i) Accounting Changes. Make or permit, or permit any of its Subsidiaries to make or permit, any change in (i) accounting policies or reporting practices, except as required or permitted by generally accepted accounting principles, or (ii) Fiscal Year.

(j) Speculative Transactions. Engage, or permit any of its Subsidiaries to engage, in any transaction involving commodity options or futures contracts or any similar speculative transactions.

(k) Payment Restrictions Affecting Subsidiaries. Directly or indirectly, enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement or arrangement limiting the ability of any of its Subsidiaries to declare or pay dividends or other distributions in respect of its Equity Interests or repay or prepay any Debt owed to, make loans or advances to, or otherwise transfer assets to or invest in, the Borrower or any Subsidiary of the Borrower (whether through a covenant restricting dividends, loans, asset transfers or investments, a financial covenant or otherwise), except (i) the Loan Documents, (ii) any agreement or instrument evidencing Surviving Debt or Refinancing Debt, (iii) any agreement evidencing any Non-Recourse Debt permitted under this Agreement so long as any such limiting agreement or arrangement in such agreement may be triggered only by a default or event of default under the terms of such agreement or is on customary terms otherwise satisfactory to the Administrative Agent; (iv) any agreement in effect at the time such Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Person becoming a Subsidiary of the Borrower, (v) any Excluded Subsidiary Agreement, and (vi) any restrictions with respect to any Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the Equity Interests in or assets of such Subsidiary to an unaffiliated Person that is not prohibited by Section 5.02(e).

(l) Amendment, Etc. of Material Contracts. Cancel or terminate any Material Contract or consent to or accept any cancellation or termination thereof, amend or otherwise modify any Material Contract or give any consent, waiver or approval thereunder, waive any default under or breach of any Material Contract, agree in any manner to any other amendment, modification or change of any term or condition of any Material Contract or take any other action in connection with any Material Contract that would materially impair the value of the interest or rights of any Loan Party thereunder or that would impair or otherwise materially adversely affect the interest or rights of the Administrative Agent or any Lender Party, or permit any of its Subsidiaries to do any of the foregoing.

(m) Negative Pledge. Enter into or suffer to exist, or permit any of its Subsidiaries to enter into or suffer to exist, any agreement prohibiting or conditioning the creation or assumption of any Lien upon any of its property or assets (including, without limitation, any Unencumbered Assets), except (i) pursuant to the Loan Documents, (ii) pursuant to any Excluded Subsidiary Agreement, (iii) as set forth in Article 11 of the Fifth Amended and Restated Agreement of Limited Partnership of the Borrower, as in effect on the date hereof (or any substantially similar provisions in any subsequent amendment thereof, to the extent such amendment is permitted under the Loan Documents), or (iv) in connection with (A) any Surviving Debt and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, (B) any purchase money Debt permitted by Section 5.02(b)(ii)(B) solely to the extent that the agreement or instrument governing such Debt prohibits a Lien on the property acquired with the proceeds of such Debt, (C) any Capitalized Lease permitted by Section 5.02(b)(ii)(C) solely to the extent that such Capitalized Lease prohibits a Lien on the property subject thereto, (D) any Debt outstanding on the date any Subsidiary of the Borrower becomes such a Subsidiary (so long as such agreement was not entered into solely in contemplation of such Subsidiary becoming a Subsidiary of the Borrower), or (E) any Debt permitted under Section 5.02(b)(iii)(C).

(n) Parent Guarantor as Holding Company. In the case of the Parent Guarantor, not enter into or conduct any business, or engage in any activity (including, without limitation, any action or transaction that is required or restricted with respect to the Borrower and its Subsidiaries under Sections 5.01 and 5.02 without regard to any of the enumerated exceptions to such covenants), other than (i) the holding of the Equity Interests of the Borrower; (ii) the performance of its duties

as general partner of the Borrower; (iii) the performance of its Obligations (subject to the limitations set forth in the Loan Documents) under each Loan Document to which it is a party; (iv) the making of equity Investments in the Borrower and its Subsidiaries, provided each such Investment (A) shall be on terms acceptable to the Administrative Agent and (B) shall be evidenced by stock certificates, promissory notes or instruments in form and substance satisfactory to the Administrative Agent; (v) maintenance of any deposit accounts required in connection with the conduct by the Parent Guarantor of business activities otherwise permitted under the Loan Documents; (vi) engaging in any activity necessary or desirable to continue to qualify as a REIT and (vii) activities incidental to each of the foregoing.

(o) Excluded Subsidiaries. Enter into or suffer to exist, or permit any Excluded Subsidiary (other than a Foreign Subsidiary) to enter into or suffer to exist, any agreement prohibiting or conditioning (i) the guaranty by such Excluded Subsidiary of the Obligations of the Loan Parties under the Loan Documents or (ii) the creation or assumption of any Lien upon any of such Excluded Subsidiary’s property or assets, except (x) as would be permitted under Section 5.02(m) or 5.01(e), (y) pursuant to an Excluded Subsidiary Agreement in effect on the later of the Effective Date and the date on which such Excluded Subsidiary becomes a Subsidiary of such Loan Party or (z) in connection with the incurrence by such Excluded Subsidiary (or Subsidiary of the Borrower directly related Subsidiary thereto) of Debt permitted under Section 5.02(b)(ii)(G) or 5.02(b)(iii)(C).

SECTION 5.03. Reporting Requirements. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have any Commitment hereunder, the Borrower will furnish to the Administrative Agent for transmission to the Lender Parties in accordance with Section 9.02(b):

(a) Default Notice. As soon as possible and in any event within three days after a Responsible Officer obtains knowledge of the occurrence of each Default or any event, development or occurrence reasonably likely to have a Material Adverse Effect, in each case, if continuing on the date of such statement, a statement of the Chief Financial Officer (or other Responsible Officer) of the Parent Guarantor setting forth details of such Default or such event, development or occurrence and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

(b) Annual Financials. As soon as available and in any event within 90 days after the end of each Fiscal Year, a copy of the annual audit report for such year for the Parent Guarantor and its Subsidiaries, including therein Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such Fiscal Year and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for such Fiscal Year (it being acknowledged that a copy of the annual audit report filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), in each case accompanied by an opinion reasonably acceptable to the Administrative Agent of KPMG LLP or other independent public accountants of recognized standing reasonably acceptable to the Administrative Agent, together with (i) a certificate of such accounting firm to the Lender Parties stating that in the course of the regular audit of the business of the Parent Guarantor and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default with respect to Section 5.04 has occurred and is continuing, or if, in the opinion of such accounting firm, a Default with respect to Section 5.04 has occurred and is continuing, a statement as to the nature thereof, (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by such accountants in determining, as of the end of such Fiscal Year,

compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP and (iii) a certificate of the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Parent Guarantor stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto.

(c) Quarterly Financials. As soon as available and in any event within 45 days after the end of each of the first three quarters of each Fiscal Year, Consolidated balance sheets of the Parent Guarantor and its Subsidiaries as of the end of such quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous fiscal quarter and ending with the end of such fiscal quarter and Consolidated statements of income and a Consolidated statement of cash flows of the Parent Guarantor and its Subsidiaries for the period commencing at the end of the previous Fiscal Year and ending with the end of such quarter, setting forth in each case in comparative form the corresponding figures for the corresponding date or period of the preceding Fiscal Year, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Parent Guarantor as having been prepared in accordance with GAAP (it being acknowledged that a copy of the quarterly financials filed by the Parent Guarantor with the Securities and Exchange Commission shall satisfy the foregoing requirements), together with (i) a certificate of said officer stating that no Default has occurred and is continuing or, if a Default has occurred and is continuing, a statement as to the nature thereof and the action that the Parent Guarantor has taken and proposes to take with respect thereto and (ii) a schedule in form reasonably satisfactory to the Administrative Agent of the computations used by the Parent Guarantor in determining compliance with the covenants contained in Section 5.04, provided that in the event of any change in GAAP used in the preparation of such financial statements, the Parent Guarantor shall also provide, if necessary for the determination of compliance with Section 5.04, a statement of reconciliation conforming such financial statements to GAAP, provided further, that items that would otherwise be required to be furnished pursuant to this Section 5.03(c) prior to the 45^th day after the Closing Date shall be furnished on or before the 45^th day after the Closing Date.

(d) Unencumbered Assets Certificate. As soon as available and in any event within (i) 45 days after the end of each of the first three quarters of each Fiscal Year and (ii) 70 days after the end of the fourth quarter of each Fiscal Year, an Unencumbered Assets Certificate, as at the end of such quarter, certified by the Chief Financial Officer (or other Responsible Officer performing similar functions) of the Parent Guarantor.

(e) Unencumbered Assets Financials. As soon as available and in any event within (i) 45 days after the end of each of the first three quarters of each Fiscal Year and (ii) 70 days after the end of the fourth quarter of each Fiscal Year, financial information in respect of all Unencumbered Assets, in form and detail satisfactory to the Administrative Agent.

(f) Annual Budgets. As soon as available and in any event no later than 90 days after the end of each Fiscal Year, forecasts prepared by management of the Parent Guarantor, in form satisfactory to the Administrative Agent, of balance sheets, income statements and cash flow statements on a monthly basis for the then current Fiscal Year and on an annual basis for each Fiscal Year thereafter until the Termination Date.

(g) Material Litigation. Promptly after the commencement thereof, notice of all actions, suits, investigations, litigation and proceedings before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, affecting any Loan Party or any of its Subsidiaries of the type described in Section 4.01(f), and promptly after the occurrence thereof, notice of any material adverse change in the status or the financial effect on any Loan Party or any of its Subsidiaries of the Disclosed Litigation from that described on Schedule 4.01(f) hereto.

(h) Securities Reports. Promptly after the sending or filing thereof, copies of all proxy statements, financial statements and reports that any Loan Party or any of its Subsidiaries sends to the holders of its Equity Interests, and copies of all regular, periodic and special reports, and all registration statements, that any Loan Party or any of its Subsidiaries files with the Securities and Exchange Commission or any governmental authority that may be substituted therefor, or with any national securities exchange.

(i) Real Property. As soon as available and in any event within 90 days after the end of each Fiscal Year, a report supplementing Schedules 4.01(q) and 4.01(r) hereto, including an identification of all owned and leased real property disposed of by any Loan Party or any of its Subsidiaries during such Fiscal Year, a list and description (including the street address, county or other relevant jurisdiction, state, record owner, book value thereof and, in the case of leases of property, lessor, lessee, expiration date and annual rental cost thereof) of all Real Property acquired or leased by any Loan Party or any of its Subsidiaries during such Fiscal Year and a description of such other changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete.

(j) Assets Report. As soon as available and in any event within 90 days after the end of each quarter of each Fiscal Year, a report listing all Assets of the Parent Guarantor and its Subsidiaries as of the end of such quarter in form and substance reasonably satisfactory to the Administrative Agent.

(k) Environmental Conditions. Give notice in writing to the Administrative Agent (i) promptly upon a Responsible Officer of a Loan Party obtaining knowledge of any material violation of any Environmental Law affecting any Asset or the operations thereof or the operations of any of its Subsidiaries, (ii) promptly upon obtaining knowledge of any known release, discharge or disposal of any Hazardous Materials at, from, or into any Asset which it reports in writing or is reportable by it in writing to any governmental authority and which is material in amount or nature or which could reasonably be expected to materially adversely affect the value of such Asset, (iii) promptly upon a Loan Party’s receipt of any notice of material violation of any Environmental Laws or of any material release, discharge or disposal of Hazardous Materials in violation of any Environmental Laws or any matter that may result in an Environmental Action, including a notice or claim of liability or potential responsibility from any third party (including without limitation any federal, state or local governmental officials) and including notice of any formal inquiry, proceeding, demand, investigation or other action with regard to (A) such Loan Party’s or any other Person’s operation of any Asset, (B) contamination on, from or into any Asset, or (C) investigation or remediation of off-site locations at which such Loan Party or any of its predecessors are alleged to have directly or indirectly disposed of Hazardous Materials, or (iv) upon a Responsible Officer of such Loan Party obtaining knowledge that any expense or loss has been incurred by such governmental authority in connection with the assessment, containment, removal or remediation of any Hazardous Materials with respect to which such Loan Party or any Joint Venture may be liable or for which a Lien may be imposed on any Asset, provided that any of the events described in clauses (i) through (iv) above would have a Material Adverse Effect or could reasonably be expected to result in an Environmental Action with respect to any Unencumbered Asset.

(l) Unencumbered Asset Conditions. Promptly after discovery by a Responsible Officer of a Loan Party of any condition or event which causes any of the Assets listed as Unencumbered Assets on Schedule II hereto to no longer comply with the requirements set forth in the definition of Unencumbered Asset Conditions, provide the Administrative Agent with notice thereof.

(m) Other Information. Promptly, such other information respecting the business, condition (financial or otherwise), operations, performance, properties or prospects of any Loan Party or any of its Subsidiaries as the Administrative Agent, or any Lender Party through the Administrative Agent, may from time to time reasonably request.

SECTION 5.04. Financial Covenants. So long as any Advance or any other Obligation of any Loan Party under any Loan Document shall remain unpaid, any Letter of Credit shall be outstanding or any Lender Party shall have, at any time after the Initial Extension of Credit, any Commitment hereunder, the Parent Guarantor will:

(a) Parent Guarantor Financial Covenants.

(i) Maximum Total Leverage Ratio: Maintain (A) at the end of each fiscal quarter of the Parent Guarantor and (B) on the date of each Advance and the issuance or renewal of any Letter of Credit (both before and after giving effect to such Advance), a Leverage Ratio not greater than 65.0%, provided that the Parent Guarantor shall have a one-time right to maintain a Leverage Ratio of greater than 65.0% but less than 70.0% for up to two consecutive fiscal quarters of the Parent Guarantor during the term of the Facilities.

(ii) Minimum Fixed Charge Coverage Ratio. Maintain (A) at the end of each fiscal quarter of the Parent Guarantor and (B) on the date of each Advance (both before and after giving effect to such Advance), a Fixed Charge Coverage Ratio of not less than 1.40:1.00.

(iii) Maximum Secured Debt Leverage Ratio: Maintain (A) at the end of each fiscal quarter of the Parent Guarantor and (B) on the date of each Advance and the issuance or renewal of any Letter of Credit (both before and after giving effect to such Advance), a Secured Debt Leverage Ratio not greater than 60.0%.

(iv) Minimum Tangible Net Worth: Maintain at all times an excess of Total Asset Value minus Consolidated Debt, in each case, of the Parent Guarantor and its Subsidiaries, of not less than the sum of $1,000,000,000 plus an amount equal to 75% of the proceeds of all primary issuances or primary sales of Equity Interests of the Parent Guarantor or the Borrower consummated after May 31, 2007.

(b) Unencumbered Assets Financial Covenants.

(i) Maximum Unsecured Debt to Total Unencumbered Asset Value: Not permit at any time Unsecured Debt to be greater than 70% of the Total Unencumbered Asset Value at such time.

(ii) Minimum Unencumbered Assets Debt Service Coverage Ratio: Maintain (A) at the end of each fiscal quarter of the Parent Guarantor and (B) at the time of each Advance (both before and after giving effect to such Advance) an Unencumbered Assets Debt Service Coverage Ratio of not less than 1.50:1.00.

To the extent any calculations described in Sections 5.04(a) or 5.04(b) are required to be made on any date of determination other than the last day of a fiscal quarter of the Parent Guarantor, such calculations shall be made on a pro forma basis to account for any acquisitions or dispositions of Assets, and the incurrence or repayment of any Debt for Borrowed Money relating to such Assets, that have occurred since the last day of the fiscal quarter of the Parent Guarantor most recently ended. All such calculations shall be reasonably acceptable to the Administrative Agent.

ARTICLE VI

EVENTS OF DEFAULT

SECTION 6.01. Events of Default. If any of the following events (“Events of Default”) shall occur and be continuing:

(a)(i) the Borrower shall fail to pay any principal of any Advance when the same shall become due and payable or (ii) the Borrower shall fail to pay any interest on any Advance, or any Loan Party shall fail to make any other payment under any Loan Document when due and payable, in each case under this clause (ii) within three Business Days after the same becomes due and payable; or

(b) any representation or warranty made by any Loan Party (or any of its officers or the officers of its general partner or managing member, as applicable) under or in connection with any Loan Document shall prove to have been incorrect in any material respect when made; or

(c) the Borrower shall fail to perform or observe any term, covenant or agreement contained in Section 2.14, 5.01(d), (e), (f), (i), (j), (o), (p) or (q), 5.02, 5.03 or 5.04; or

(d) any Loan Party shall fail to perform or observe any other term, covenant or agreement contained in any Loan Document on its part to be performed or observed if such failure shall remain unremedied for 30 days after the earlier of the date on which (i) a Responsible Officer becomes aware of such failure or (ii) written notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender Party; or

(e)(i) any Loan Party or any of its Subsidiaries shall fail to pay any principal of, premium or interest on or any other amount payable in respect of any Material Debt when the same becomes due and payable (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise), and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Material Debt; or (ii) any other event shall occur or condition shall exist under any agreement or instrument relating to any such Material Debt, if (A) the effect of such event or condition is to permit the acceleration of the maturity of such Material Debt or otherwise permit the holders thereof to cause such Material Debt to mature, and (B) such event or condition shall remain unremedied or otherwise uncured for a period of 30 days; or (iii) the maturity of any such Material Debt shall be accelerated or any such Material Debt shall be declared to be due and payable or required to be prepaid or redeemed (other than by a regularly scheduled required prepayment or redemption), purchased or defeased, or an offer to prepay, redeem, purchase or defease such Material Debt shall be required to be made, in each case prior to the stated maturity thereof; or

(f) any Loan Party shall generally not pay its debts as such debts become due, or shall admit in writing its inability to pay its debts generally, or shall make a general assignment for the benefit of creditors; or any proceeding shall be instituted by or against any Loan Party seeking to adjudicate it a bankrupt or insolvent, or seeking liquidation, winding up, reorganization, arrangement, adjustment, protection, relief, or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors, or seeking the entry of an order for relief or the appointment of a receiver, trustee, or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against it (but not instituted by it) that is being diligently contested by it in good faith, either such proceeding shall remain undismissed or unstayed for a period of 30 days or any of the actions sought in such proceeding (including, without limitation, the entry of an order for relief against, or the appointment of a receiver, trustee, custodian or other similar official for, it or any substantial part of its property) shall occur; or any Loan Party shall take any corporate action to authorize any of the actions set forth above in this subsection (f); or

(g) any judgments or orders, either individually or in the aggregate, for the payment of money in excess of $30,000,000 (or the Equivalent thereof in any foreign currency) shall be rendered against any Loan Party or any of its Subsidiaries and either (i) enforcement proceedings shall have been commenced by any creditor upon such judgment or order or (ii) there shall be any period of 45 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; provided, however, that any such judgment or order shall not give rise to an Event of Default under this Section 6.01(g) if and so long as (A) the amount of such judgment or order which remains unsatisfied is covered by a valid and binding policy of insurance between the respective Loan Party and the insurer covering full payment of such unsatisfied amount (subject to customary deductibles) and (B) such insurer, which shall be rated at least “A” by A.M. Best Company, has been notified, and has not disputed the claim made for payment, of the amount of such judgment or order; or

(h) any non-monetary judgment or order shall be rendered against any Loan Party or any of its Subsidiaries that could reasonably be expected to have a Material Adverse Effect, and there shall be any period of 30 consecutive days during which a stay of enforcement of such judgment or order, by reason of a pending appeal or otherwise, shall not be in effect; or

(i) any provision of any Loan Document after delivery thereof pursuant to Section 3.01 or 5.01(j) shall for any reason (other than pursuant to the terms thereof) cease to be valid and binding on or enforceable in any material respect against any Loan Party party to it, or any such Loan Party shall so state in writing; or

(j) a Change of Control shall occur;

(k) any ERISA Event shall have occurred with respect to a Plan and the sum (determined as of the date of occurrence of such ERISA Event) of the Insufficiency of such Plan and the Insufficiency of any and all other Plans with respect to which an ERISA Event shall have occurred and then exist (or the liability of the Loan Parties and the ERISA Affiliates related to such ERISA Event) exceeds $20,000,000;

(l) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that it has incurred Withdrawal Liability to such Multiemployer Plan in an amount that, when aggregated with all other amounts required to be paid to Multiemployer Plans by the Loan Parties and the ERISA Affiliates as Withdrawal Liability (determined as of the date of such notification), exceeds $20,000,000 or requires payments exceeding $5,000,000 per annum; or

(m) any Loan Party or any ERISA Affiliate shall have been notified by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization or is being terminated, within the meaning of Title IV of ERISA, and as a result of such reorganization or termination the aggregate annual contributions of the Loan Parties and the ERISA Affiliates to all Multiemployer Plans that are then in reorganization or being terminated have been or will be increased over the amounts contributed to such Multiemployer Plans for the plan years of such Multiemployer Plans immediately preceding the plan year in which such reorganization or termination occurs by an amount exceeding $5,000,000;

then, and in any such event, the Administrative Agent (i) shall at the request, or may with the consent, of the Required Lenders, by notice to the Borrower, declare the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit to be terminated, whereupon the same shall forthwith terminate, and (ii) shall at the request, or may with the consent, of the Required Lenders, (A) by notice to the Borrower, declare the Notes, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents to be forthwith due and payable, whereupon the Notes, all such interest and all such amounts shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any kind, all of which are hereby expressly waived by the Borrower, (B) by notice to each party required under the terms of any agreement in support of which a Letter of Credit is issued, request that all Obligations under such agreement be declared to be due and payable and (C) by notice to each Issuing Bank, direct such Issuing Bank to deliver a Default Termination Notice to the beneficiary of each Letter of Credit issued by it, and each Issuing Bank shall deliver such Default Termination Notices; provided, however, that in the event of an actual or deemed entry of an order for relief with respect to the Borrower under any Bankruptcy Law, (y) the Commitments of each Lender Party and the obligation of each Lender Party to make Advances (other than Letter of Credit Advances by an Issuing Bank or a Lender pursuant to Section 2.03(c) and Swing Line Advances by a Lender pursuant to Section 2.02(b)) and of each Issuing Bank to issue Letters of Credit shall automatically be terminated and (z) the Notes, all such interest and all such amounts shall automatically become and be due and payable, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower.

SECTION 6.02. Actions in Respect of the Letters of Credit upon Default. If any Event of Default shall have occurred and be continuing, the Administrative Agent may, or shall at the request of the Required Lenders, irrespective of whether it is taking any of the actions described in Section 6.01 or 2.17(e) or otherwise, make demand upon the Borrower to, and forthwith upon such demand the Borrower will, pay to the Administrative Agent on behalf of the Lender Parties in same day funds at the Administrative Agent’s office designated in such demand, for deposit in the L/C Cash Collateral Account, an amount equal to the aggregate Available Amount of all Letters of Credit then outstanding. If at any time the Administrative Agent or the Issuing Bank determines that any funds held in the L/C Cash Collateral Account are subject to any right or claim of any Person other than the Administrative Agent and the Lender Parties with respect to the Obligations of the Loan Parties under the Loan Documents, or that the total amount of such funds is less than the aggregate Available Amount of all Letters of Credit, the Borrower will, forthwith upon demand by the Administrative Agent, pay to the Administrative Agent, as additional funds to be deposited and held in the L/C Cash Collateral Account, an amount equal to the excess of (a) such aggregate Available Amount over (b) the total amount of funds, if any, then held in the L/C Cash Collateral Account that the Administrative Agent, as the case may be, determines to be free and clear of any such right and claim. Upon the drawing of any Letter of Credit for which funds are on deposit in the L/C Cash Collateral Account, such funds shall be applied to reimburse the relevant Issuing Bank or Lenders, as applicable, to the extent permitted by applicable law.

ARTICLE VII

GUARANTY

SECTION 7.01. Guaranty; Limitation of Liability. (a) Each Guarantor hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Agreement or any other Loan Document. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party. This Guaranty is a guaranty of payment and not merely of collection.

(b) Each Guarantor, the Administrative Agent and each other Lender Party and, by its acceptance of the benefits of this Guaranty, each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty and the Obligations of each Guarantor hereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty and the Obligations of each Guarantor hereunder. To effectuate the foregoing intention, the Guarantors, the Administrative Agent, the other Lender Parties and, by their acceptance of the benefits of this Guaranty, the other Secured Parties hereby irrevocably agree that the Obligations of each Guarantor under this Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of such Guarantor under this Guaranty not constituting a fraudulent transfer or conveyance.

(c) Each Guarantor hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty or any other guaranty, such Guarantor will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

SECTION 7.02. Guaranty Absolute. Each Guarantor guarantees that the Guaranteed Obligations will be paid strictly in accordance with the terms of this Agreement and the other Loan Documents, regardless of any law, regulation or order now or hereafter in effect in any jurisdiction affecting any of such terms or the rights of the Administrative Agent or any other Secured Party with respect thereto. The Obligations of each Guarantor under or in respect of this Guaranty are independent of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of this Agreement or the other the Loan Documents, and a separate action or actions may be brought and prosecuted against each Guarantor to enforce this Guaranty, irrespective of whether any action is brought against the Borrower or any other Loan Party or whether the Borrower or any other Loan Party is joined in any such action or actions. The liability of each Guarantor under this Guaranty shall be irrevocable,

absolute and unconditional irrespective of, and each Guarantor hereby irrevocably waives any defenses it may now have or hereafter acquire in any way relating to, any or all of the following:

(a) any lack of validity or enforceability of any Loan Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment of, or in any other term of, all or any of the Guaranteed Obligations or any other Obligations of any other Loan Party under or in respect of the Loan Documents, or any other amendment or waiver of or any consent to departure from any Loan Document, including, without limitation, any increase in the Guaranteed Obligations resulting from the extension of additional credit to the Borrower, any other Loan Party or any of their Subsidiaries or otherwise;

(c) any taking, release or amendment or waiver of, or consent to departure from, any other guaranty, for all or any of the Guaranteed Obligations;

(d) any manner of application of any assets of any Loan Party or any of its Subsidiaries, or proceeds thereof, to all or any of the Guaranteed Obligations, or any manner of sale or other disposition of any assets of any Loan Party or any of its Subsidiaries for all or any of the Guaranteed Obligations or any other Obligations of any Loan Party under the Loan Documents;

(e) any change, restructuring or termination of the corporate structure or existence of any Loan Party or any of its Subsidiaries;

(f) any failure of the Administrative Agent or any other Secured Party to disclose to any Loan Party any information relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of any other Loan Party now or hereafter known to the Administrative Agent or such other Secured Party (each Guarantor waiving any duty on the part of the Administrative Agent and each other Secured Party to disclose such information);

(g) the failure of any other Person to execute or deliver this Agreement, any other Loan Document, any Guaranty Supplement (as hereinafter defined) or any other guaranty or agreement or the release or reduction of liability of any Guarantor or other guarantor or surety with respect to the Guaranteed Obligations; or

(h) any other circumstance (including, without limitation, any statute of limitations) or any existence of or reliance on any representation by the Administrative Agent or any other Secured Party that might otherwise constitute a defense available to, or a discharge of, any Loan Party or any other guarantor or surety.

This Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time any payment of any of the Guaranteed Obligations is rescinded or must otherwise be returned by any Secured Party upon the insolvency, bankruptcy or reorganization of the Borrower or any other Loan Party or otherwise, all as though such payment had not been made.

SECTION 7.03. Waivers and Acknowledgments. (a) Each Guarantor hereby unconditionally and irrevocably waives promptness, diligence, notice of acceptance, presentment, demand for performance, notice of nonperformance, default, acceleration, protest or dishonor and any other notice (except as expressly provided under the Loan Documents) with respect to any of the Guaranteed Obligations and this Guaranty and any requirement that the Administrative Agent or any other Secured Party protect, secure, perfect or insure any Lien or any property subject thereto or exhaust any right or take any action against any Loan Party or any other Person.

(b) Each Guarantor hereby unconditionally and irrevocably waives any right to revoke this Guaranty and acknowledges that this Guaranty is continuing in nature and applies to all Guaranteed Obligations, whether existing now or in the future.

(c) Each Guarantor hereby unconditionally and irrevocably waives (i) any defense arising by reason of any claim or defense based upon an election of remedies by the Administrative Agent or any other Secured Party that in any manner impairs, reduces, releases or otherwise adversely affects the subrogation, reimbursement, exoneration, contribution or indemnification rights of such Guarantor or other rights of such Guarantor to proceed against any of the other Loan Parties, any other guarantor or any other Person and (ii) any defense based on any right of set-off or counterclaim against or in respect of the Obligations of such Guarantor hereunder.

(d) Each Guarantor acknowledges that the Administrative Agent may, without notice to or demand upon such Guarantor and without affecting the liability of such Guarantor under this Guaranty, foreclose under any mortgage by nonjudicial sale, and each Guarantor hereby waives any defense to the recovery by the Administrative Agent and the other Secured Parties against such Guarantor of any deficiency after such nonjudicial sale and any defense or benefits that may be afforded by applicable law.

(e) Each Guarantor hereby unconditionally and irrevocably waives any duty on the part of the Administrative Agent or any other Secured Party to disclose to such Guarantor any matter, fact or thing relating to the business, condition (financial or otherwise), operations, performance, properties or prospects of the Borrower, any other Loan Party or any of their Subsidiaries now or hereafter known by the Administrative Agent or such other Secured Party.

(f) Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from the financing arrangements contemplated by this Agreement and the other Loan Documents and that the waivers set forth in Section 7.02 and this Section 7.03 are knowingly made in contemplation of such benefits.

SECTION 7.04. Subrogation. Each Guarantor hereby unconditionally and irrevocably agrees not to exercise any rights that it may now have or hereafter acquire against the Borrower, any other Loan Party or any other insider guarantor that arise from the existence, payment, performance or enforcement of such Guarantor’s Obligations under or in respect of this Guaranty, this Agreement or any other Loan Document, including, without limitation, any right of subrogation, reimbursement, exoneration, contribution or indemnification and any right to participate in any claim or remedy of any Secured Party against the Borrower, any other Loan Party or any other insider guarantor, whether or not such claim, remedy or right arises in equity or under contract, statute or common law, including, without limitation, the right to take or receive from the Borrower, any other Loan Party or any other insider guarantor, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim, remedy or right, unless and until all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, all Letters of Credit shall have expired or been terminated, all Guaranteed Hedge Agreements shall have expired or been terminated and the Commitments shall have expired or been terminated. If any amount shall be paid to any Guarantor in violation of the immediately preceding sentence at any time prior to the latest of (a) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (b) the Termination Date and (c) the latest date of expiration or termination of all Letters of Credit and all Guaranteed Hedge Agreements, such amount shall be received and held in trust for the benefit of the Secured Parties, shall be segregated from other property and funds of such

Guarantor and shall forthwith be paid or delivered to the Administrative Agent in the same form as so received (with any necessary endorsement or assignment) to be credited and applied to the Guaranteed Obligations and all other amounts payable under this Guaranty, whether matured or unmatured, in accordance with the terms of the Loan Documents. If (i) any Guarantor shall make payment to any Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the Guaranteed Obligations and all other amounts payable under this Guaranty shall have been paid in full in cash, (iii) the Termination Date shall have occurred and (iv) all Letters of Credit and all Guaranteed Hedge Agreements shall have expired or been terminated, the Administrative Agent and the other Secured Parties will, at such Guarantor’s request and expense, execute and deliver to such Guarantor appropriate documents, without recourse and without representation or warranty, necessary to evidence the transfer by subrogation to such Guarantor of an interest in the Guaranteed Obligations resulting from such payment made by such Guarantor pursuant to this Guaranty.

SECTION 7.05. Guaranty Supplements. Upon the execution and delivery by any Person of a Guaranty Supplement, (i) such Person shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Agreement to a “Guarantor” or a “Loan Party” shall also mean and be a reference to such Additional Guarantor, and each reference in any other Loan Document to a “Guarantor” shall also mean and be a reference to such Additional Guarantor, and (ii) each reference herein to “this Agreement”, “this Guaranty”, “hereunder”, “hereof” or words of like import referring to this Agreement and this Guaranty, and each reference in any other Loan Document to the “Loan Agreement”, “Guaranty”, “thereunder”, “thereof” or words of like import referring to this Agreement and this Guaranty, shall mean and be a reference to this Agreement and this Guaranty as supplemented by such Guaranty Supplement.

SECTION 7.06. Indemnification by Guarantors. (a) Without limitation on any other Obligations of any Guarantor or remedies of the Administrative Agent or the Secured Parties under this Agreement, this Guaranty or the other Loan Documents, each Guarantor shall, to the fullest extent permitted by law, indemnify, defend and save and hold harmless the Administrative Agent, each other Secured Party and each of their Affiliates and their respective officers, directors, employees, agents and advisors (each, an “Indemnified Party”) from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party in connection with or as a result of any failure of any Guaranteed Obligations to be the legal, valid and binding obligations of any Loan Party enforceable against such Loan Party in accordance with their terms.

(b) Each Guarantor hereby also agrees that none of the Indemnified Parties shall have any liability (whether direct or indirect, in contract, tort or otherwise) to any of the Guarantors or any of their respective officers, directors, employees, agents and advisors, and each Guarantor hereby agrees not to assert any claim against any Indemnified Party on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents.

SECTION 7.07. Subordination. (a) Each Guarantor hereby subordinates any and all debts, liabilities and other Obligations owed to such Guarantor by each other Loan Party (the “Subordinated Obligations”) to the Guaranteed Obligations to the extent and in the manner hereinafter set forth in this Section 7.07.

(b) Prohibited Payments, Etc. Except during the continuance of an Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Loan Party), each Guarantor may receive payments in the ordinary course of business from any

other Loan Party on account of the Subordinated Obligations. After the occurrence and during the continuance of an Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Loan Party), however, unless the Administrative Agent otherwise agrees, no Guarantor shall demand, accept or take any action to collect any payment on account of the Subordinated Obligations.

(c) Prior Payment of Guaranteed Obligations. In any proceeding under any Bankruptcy Law relating to any other Loan Party, each Guarantor agrees that the Secured Parties shall be entitled to receive payment in full in cash of all Guaranteed Obligations (including all interest and expenses accruing after the commencement of a proceeding under any Bankruptcy Law, whether or not constituting an allowed claim in such proceeding (“Post Petition Interest”)) before such Guarantor receives payment of any Subordinated Obligations.

(d) Turn-Over. After the occurrence and during the continuance of an Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Loan Party), each Guarantor shall, if the Administrative Agent so requests, collect, enforce and receive payments on account of the Subordinated Obligations as trustee for the Secured Parties and deliver such payments to the Administrative Agent on account of the Guaranteed Obligations (including all Post Petition Interest), together with any necessary endorsements or other instruments of transfer, but without reducing or affecting in any manner the liability of such Guarantor under the other provisions of this Guaranty.

(e) Administrative Agent Authorization. After the occurrence and during the continuance of an Event of Default (including the commencement and continuation of any proceeding under any Bankruptcy Law relating to any other Loan Party), the Administrative Agent is authorized and empowered (but without any obligation to so do), in its discretion, (i) in the name of each Guarantor, to collect and enforce, and to submit claims in respect of, Subordinated Obligations and to apply any amounts received thereon to the Guaranteed Obligations (including any and all Post Petition Interest), and (ii) to require each Guarantor (A) to collect and enforce, and to submit claims in respect of, Subordinated Obligations and (B) to pay any amounts received on such obligations to the Administrative Agent for application to the Guaranteed Obligations (including any and all Post Petition Interest).

SECTION 7.08. Continuing Guaranty. This Guaranty is a continuing guaranty and shall (a) remain in full force and effect until the latest of (i) the payment in full in cash of the Guaranteed Obligations and all other amounts payable under this Guaranty, (ii) the Termination Date and (iii) the latest date of expiration or termination of all Letters of Credit and all Guaranteed Hedge Agreements, (b) be binding upon the Guarantors, their successors and assigns and (c) inure to the benefit of and be enforceable by the Administrative Agent and the other Secured Parties and their successors, transferees and assigns.

ARTICLE VIII

THE ADMINISTRATIVE AGENT

SECTION 8.01. Authorization and Action. Each Lender Party (in its capacities as a Lender, the Swing Line Bank (if applicable), and as an Issuing Bank (if applicable) and on behalf of itself and its Affiliates as potential Hedge Banks) hereby appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion under this Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto. As to any matters not expressly provided for by the Loan Documents (including, without limitation, enforcement or collection of the Notes), the Administrative Agent shall not be required to exercise any discretion or take

any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining from acting) upon the instructions of the Required Lenders, and such instructions shall be binding upon all Lender Parties and all holders of Notes; provided, however, that the Administrative Agent shall not be required to take any action that exposes it to personal liability or that is contrary to this Agreement or applicable law. The Administrative Agent agrees to give to each Lender Party prompt notice of each notice given to it by the Borrower pursuant to the terms of this Agreement. Notwithstanding anything to the contrary in any Loan Document, no Person identified as a syndication agent, documentation agent, senior manager, joint lead arranger or joint book running manager, in such Person’s capacity as such, shall have any obligations or duties to any Loan Party, the Administrative Agent or any other Secured Party under any of such Loan Documents.

SECTION 8.02. Administrative Agent’s Reliance, Etc. Neither the Administrative Agent nor any of its directors, officers, agents or employees shall be liable for any action taken or omitted to be taken by it or them under or in connection with the Loan Documents, except for its or their own gross negligence or willful misconduct. Without limitation of the generality of the foregoing, the Administrative Agent: (a) in the case of the Administrative Agent, may treat the payee of any Note as the holder thereof until the Administrative Agent receives and accepts an Assumption Agreement entered into by an Assuming Lender as provided in Section 2.18 or an Assignment and Acceptance entered into by the Lender that is the payee of such Note, as assignor, and an Eligible Assignee, as assignee, or, in the case of any other Agent, such Agent has received notice from the Administrative Agent that it has received and accepted such Assumption Agreement or Assignment and Acceptance, as the case may be, in each case as provided in Section 9.07; (b) may consult with legal counsel (including counsel for any Loan Party), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such counsel, accountants or experts; (c) makes no warranty or representation to any Lender Party and shall not be responsible to any Lender Party for any statements, warranties or representations (whether written or oral) made in or in connection with the Loan Documents; (d) shall not have any duty to ascertain or to inquire as to the performance, observance or satisfaction of any of the terms, covenants or conditions of any Loan Document on the part of any Loan Party or the existence at any time of any Default under the Loan Documents or to inspect the property (including the books and records) of any Loan Party; (e) shall not be responsible to any Lender Party for the due execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; and (f) shall incur no liability under or in respect of any Loan Document by acting upon any notice, consent, certificate or other instrument or writing (which may be by telegram, telecopy or telex or other electronic communication) believed by it to be genuine and signed or sent by the proper party or parties.

SECTION 8.03. CNAI and Affiliates. With respect to its Commitments, the Advances made by it and the Notes issued to it, CNAI shall have the same rights and powers under the Loan Documents as any other Lender Party and may exercise the same as though it were not the Administrative Agent; and the term “Lender Party” or “Lender Parties” shall, unless otherwise expressly indicated, include CNAI in its individual capacity. CNAI and its Affiliates may accept deposits from, lend money to, act as trustee under indentures of, accept investment banking engagements from and generally engage in any kind of business with, any Loan Party, any Subsidiary of any Loan Party and any Person that may do business with or own securities of any Loan Party or any such Subsidiary, all as if CNAI were not the Administrative Agent and without any duty to account therefor to the Lender Parties.

SECTION 8.04. Lender Party Credit Decision. Each Lender Party acknowledges that it has, independently and without reliance upon the Administrative Agent or any other Lender Party and based on the financial statements referred to in Section 4.01 and such other documents and information as

it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender Party also acknowledges 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 this Agreement.

SECTION 8.05. Indemnification by Lender Parties. (a) Each Lender Party severally agrees to indemnify the Administrative Agent (to the extent not promptly reimbursed by the Borrower) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Agent in any way relating to or arising out of the Loan Documents or any action taken or omitted by such Agent under the Loan Documents (collectively, the “Indemnified Costs”); provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender Party agrees to reimburse the Administrative Agent promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that such Agent is not promptly reimbursed for such costs and expenses by the Borrower. In the case of any investigation, litigation or proceeding giving rise to any Indemnified Costs, this Section 8.05 applies whether any such investigation, litigation or proceeding is brought by any Lender Party or any other Person.

(b) Each Lender Party severally agrees to indemnify each Issuing Bank (to the extent not promptly reimbursed by the Borrower) from and against such Lender Party’s ratable share (determined as provided below) of any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever that may be imposed on, incurred by, or asserted against such Issuing Bank in any way relating to or arising out of the Loan Documents or any action taken or omitted by such Issuing Bank under the Loan Documents; provided, however, that no Lender Party shall be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from such Issuing Bank’s gross negligence or willful misconduct as found in a final, non-appealable judgment by a court of competent jurisdiction. Without limitation of the foregoing, each Lender Party agrees to reimburse such Issuing Bank promptly upon demand for its ratable share of any costs and expenses (including, without limitation, fees and expenses of counsel) payable by the Borrower under Section 9.04, to the extent that such Issuing Bank is not promptly reimbursed for such costs and expenses by the Borrower.

(c) For purposes of this Section 8.05, the Lender Parties’ respective ratable shares of any amount shall be determined, at any time, according to their respective Revolving Credit Commitments at such time. The failure of any Lender Party to reimburse the Administrative Agent or any Issuing Bank, as the case may be, promptly upon demand for its ratable share of any amount required to be paid by the Lender Parties to such Agent or such Issuing Bank, as the case may be, as provided herein shall not relieve any other Lender Party of its obligation hereunder to reimburse such Agent or such Issuing Bank, as the case may be, for its ratable share of such amount, but no Lender Party shall be responsible for the failure of any other Lender Party to reimburse such Agent or such Issuing Bank, as the case may be, for such other Lender Party’s ratable share of such amount. Without prejudice to the survival of any other agreement of any Lender Party hereunder, the agreement and obligations of each Lender Party contained in this Section 8.05 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under the other Loan Documents.

SECTION 8.06. Successor Administrative Agents. The Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lender Parties and the Borrower and may be removed at any time with or without cause by the Required Lenders; provided, however, that any removal of the Administrative Agent will not be effective until it (or its Affiliate) has been replaced as an Issuing Bank and released from all obligations in respect thereof. Upon any such resignation or removal, the Required Lenders shall have the right to appoint a successor Agent, which appointment shall, provided that no Default has occurred and is continuing, be subject to the consent of the Borrower, such consent not to be unreasonably withheld or delayed. If no successor Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within 30 days after the retiring Agent’s giving of notice of resignation or the Required Lenders’ removal of the retiring Agent, then the retiring Agent may, on behalf of the Lender Parties, appoint a successor Agent, which shall be a commercial bank organized under the laws of the United States or of any State thereof and having a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as an Agent hereunder by a successor Agent, such successor Agent shall succeed to and become vested with all the rights, powers, discretion, privileges and duties of the retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under the Loan Documents. If within 45 days after written notice is given of the retiring Agent’s resignation or removal under this Section 8.06 no successor Agent shall have been appointed and shall have accepted such appointment, then on such 45th day (i) the retiring Agent’s resignation or removal shall become effective, (ii) the retiring Agent shall thereupon be discharged from its duties and obligations under the Loan Documents and (iii) the Required Lenders shall thereafter perform all duties of the retiring Agent under the Loan Documents until such time, if any, as the Required Lenders appoint a successor Agent as provided above. After any retiring Agent’s resignation or removal hereunder as an Agent shall have become effective, the provisions of this Article VIII shall inure to its benefit as to any actions taken or omitted to be taken by it while it was an Agent under this Agreement.

SECTION 8.07. Sub-Agent. The Sub-Agent has been designated under this Agreement to carry out duties of the Administrative Agent with respect to Advances denominated in a Committed Foreign Currency. The Sub-Agent shall be subject to each of the obligations in this Agreement to be performed by the Sub-Agent, and each of the Borrower and the Lender Parties agrees that the Sub-Agent shall be entitled to exercise each of the rights and shall be entitled to each of the benefits of the Administrative Agent under this Agreement as relate to the performance of its obligations hereunder.

ARTICLE IX

MISCELLANEOUS

SECTION 9.01. Amendments, Etc. (a) No amendment or waiver of any provision of this Agreement or the Notes or any other Loan Document, nor consent to any departure by any Loan Party therefrom, shall in any event be effective unless the same shall be in writing and signed by the Required Lenders, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no amendment, waiver or consent shall, unless in writing and signed by all of the Lenders, do any of the following at any time: (i) change the number of Lenders or the percentage of (x) the Commitments, (y) the aggregate unpaid principal amount of the Advances or (z) the aggregate Available Amount of outstanding Letters of Credit that, in each case, shall be required for the Lenders or any of them to take any action hereunder, (ii) release the Borrower with respect to the Obligations or reduce or limit the obligations of any Guarantor under Article VII or release such Guarantor or otherwise limit such Guarantor’s liability with respect to the Guaranteed Obligations (except as otherwise permitted under the Loan Documents), (iii) amend this Section 9.01, (iv) increase the Commitments of the Lenders or subject the Lenders to any additional obligations (except, in each case, to the extent contemplated in Section 2.18), (v) reduce the principal of, or interest

on, the Notes, or any fees or other amounts payable hereunder, (vi) postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder or (vii) extend the Termination Date, other than as provided by Section 2.16; provided further that no amendment, waiver or consent shall, unless in writing and signed by the Swing Line Bank, or each Issuing Bank, as the case may be, in addition to the Lenders required above to take such action, affect the rights or obligations of the Swing Line Bank, or of the Issuing Banks, as the case may be, under this Agreement; and provided further that no amendment, waiver or consent shall, unless in writing and signed by the Administrative Agent in addition to the Lenders required above to take such action, affect the rights or duties of the Administrative Agent under this Agreement or the other Loan Documents.

(b) In the event that any Lender (a “Non-Consenting Lender”) shall refuse to consent to a waiver or amendment to, or a departure from, the provisions of this Agreement which requires the consent of all Lenders and that has been consented to by the Required Lenders, then the Borrower shall have the right, upon written demand to such Non-Consenting Lender and the Administrative Agent given within 30 days after the first date on which such consent was solicited in writing from the Lenders by the Administrative Agent (a “Consent Request Date”), to cause such Non-Consenting Lender to assign its rights and obligations under this Agreement (including, without limitation, its Commitment or Commitments, the Advances owing to it and the Note or Notes, if any, held by it) to an Eligible Assignee designated by the Borrower and approved by the Administrative Agent (such approval not to be unreasonably withheld) (a “Replacement Lender”), provided that (i) as of such Consent Request Date, no Default or Event of Default shall have occurred and be continuing, and (ii) as of the date of the Borrower’s written demand to replace such Non-Consenting Lender, no Default or Event of Default shall have occurred and be continuing other than a Default or Event of Default that resulted solely from the subject matter of the waiver or amendment for which such consent was being solicited from the Lenders by the Administrative Agent. The Replacement Lender shall purchase such interests of the Non-Consenting Lender at par and shall assume the rights and obligations of the Non-Consenting Lender under this Agreement upon execution by the Replacement Lender of an Assignment and Acceptance delivered pursuant to Section 9.07, however the Non-Consenting Lender shall be entitled to indemnification as otherwise provided in this Agreement with respect to any events occurring prior to such assignment. Any Lender that becomes a Non-Consenting Lender agrees that, upon receipt of notice from the Borrower given in accordance with this Section 9.01(b) it shall promptly execute and deliver an Assignment and Acceptance with a Replacement Lender as contemplated by this Section. The execution and delivery of any such Assignment and Acceptance shall not be deemed to comprise a waiver of claims against any Non-Consenting Lender by the Borrower or the Administrative Agent or a waiver of any claims against the Borrower or the Administrative Agent by the Non-Consenting Lender.

SECTION 9.02. Notices, Etc. (a) All notices and other communications provided for hereunder shall be either (x) in writing (including telecopier or telegraphic communication) and mailed, telecopied, telegraphed or delivered, (y) as and to the extent set forth in Section 9.02(b) and in the proviso to this Section 9.02(a), in an electronic medium and delivered as set forth in Section 9.02(b) or (z) as and to the extent expressly permitted in this Agreement, transmitted by e-mail, provided that such e-mail shall in all cases include an attachment (in PDF format or similar format) containing a legible signature of the person providing such notice, if to the Borrower, at its address at 560 Mission Street, Suite 2900, San Francisco, CA 94105, Attention: Wendy Will (and in the case of transmission by e-mail, with a copy by e-mail to wwill@digitalrealtytrust.com) and a courtesy copy by U.S. mail to the attention of Jennifer Saunders at Latham & Watkins LLP, 633 West Fifth Street, Suite 4000, Los Angeles, CA 90071; if to any Initial Lender, at its Domestic Lending Office or, if applicable, at the e-mail address specified opposite its name on Schedule I hereto (and in the case of a transmission by e-mail, with a copy by U.S. mail to its Domestic Lending Office); if to any other Lender Party, at its Domestic Lending Office or, if applicable, at the e-mail address specified in the Assignment and Acceptance pursuant to which it became a Lender Party (and in the case of a transmission by e-mail, with a copy by U.S. mail to its Domestic Lending

Office); if to the Initial Issuing Bank, at its addresses at Two Penns Way, New Castle, Delaware 19720, Attention: Valerie Burrows, Citigroup Global Loans, and 390 Greenwich Street, New York, NY 10013, Attention: Niraj R. Shah, Bank Loan Syndications Department, or, if applicable, by e-mail to valerie.r.burrows@citigroup.com and niraj.r.shah@citigroup.com (and in the case of a transmission by e-mail, with a copy by U.S. mail to each of the aforementioned addresses); and if to the Administrative Agent or the Swing Line Bank, at its address at Two Penns Way, New Castle, Delaware 19720, Attention: Valerie Burrows, Citigroup Global Loans, or, if applicable, by e-mail to valerie.r.burrows@citigroup.com (and in the case of a transmission by e-mail, with a copy by U.S. mail to the aforementioned address) or, as to the Borrower or the Administrative Agent, at such other address as shall be designated by such party in a written notice to the other parties and, as to each other party, at such other address as shall be designated by such party in a written notice to the Borrower and the Administrative Agent. All such notices and communications shall, when mailed, be effective on the third (3^rd) Business Day after being deposited in the mails, and, when telecopied, telegraphed or e-mailed, be effective on the date of being telecopied, delivered to the telegraph company or confirmed by e-mail, respectively, except that notices and communications to the Administrative Agent pursuant to Article II, III or VIII shall not be effective until received by the Administrative Agent. Delivery by telecopier of an executed counterpart of any amendment or waiver of any provision of this Agreement or the Notes or of any Exhibit hereto to be executed and delivered hereunder shall be effective as delivery of an original executed counterpart thereof.

(b) So long as CNAI is the Administrative Agent, materials required to be delivered pursuant to Section 5.03(a), (b), (c) and (g) shall be delivered to the Administrative Agent in an electronic medium in a format acceptable to the Administrative Agent and the Lender Parties by e-mail at oploanswebadmin@citigroup.com. The Borrower agrees that the Administrative Agent may make such materials, as well as any other written information, documents, instruments and other material relating to the Borrower, any Loan Party, any of their Subsidiaries or any other materials or matters relating to this Agreement, the Notes or any of the transactions contemplated hereby (collectively, the “Communications”) available to the Lender Parties by posting such notices on Intralinks or a substantially similar electronic transmission system (the “Platform”). The Borrower acknowledges that (i) the distribution of material through an electronic medium is not necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Platform is provided “as is” and “as available” and (iii) neither the Administrative Agent nor any of its Affiliates warrants the accuracy, adequacy or completeness of the Communications or the Platform and each expressly disclaims liability for errors or omissions in the Communications or the Platform. No warranty of any kind, express, implied or statutory, including, without limitation, any warranty of merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by the Administrative Agent or any of its Affiliates in connection with the Platform.

(c) Each Lender Party agrees that notice to it (as provided in the next sentence) (a “Notice”) specifying that any Communications have been posted to the Platform shall constitute effective delivery of such information, documents or other materials to such Lender Party for purposes of this Agreement, provided that if requested by any Lender Party, the Administrative Agent shall deliver a copy of the Communications to such Lender Party by e-mail or telecopier. Each Lender Party agrees (i) to notify the Administrative Agent in writing of such Lender Party’s e-mail address to which a Notice may be sent by electronic transmission (including by electronic communication) on or before the date such Lender Party becomes a party to this Agreement (and from time to time thereafter to ensure that the Administrative Agent has on record an effective e-mail address for such Lender Party) and (ii) that any Notice may be sent to such e-mail address.

SECTION 9.03. No Waiver; Remedies. No failure on the part of any Lender Party or the Administrative Agent to exercise, and no delay in exercising, any right hereunder or under any Note

shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.

SECTION 9.04. Costs and Expenses. (a) Each Loan Party agrees jointly and severally to pay on demand (i) all reasonable out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution, delivery, administration, modification and amendment of the Loan Documents (including, without limitation, (A) all due diligence, collateral review, syndication, transportation, computer, duplication, appraisal, audit, insurance, consultant, search, filing and recording fees and expenses, (B) the reasonable fees and expenses of counsel for such Agent with respect thereto (subject to the terms of the Fee Letter with respect to counsel fees incurred by the Administrative Agent through the Closing Date) with respect to advising such Agent as to its rights and responsibilities (including, without limitation, with respect to reviewing and advising on any matters required to be completed by the Loan Parties on a post-closing basis), or the perfection, protection or preservation of rights or interests, under the Loan Documents, with respect to negotiations with any Loan Party or with other creditors of any Loan Party or any of its Subsidiaries arising out of any Default or any events or circumstances that may give rise to a Default and with respect to presenting claims in or otherwise participating in or monitoring any bankruptcy, insolvency or other similar proceeding involving creditors’ rights generally and any proceeding ancillary thereto and (C) the reasonable fees and expenses of counsel for such Agent with respect to the preparation, execution, delivery and review of any documents and instruments at any time delivered pursuant to Section 5.01(j)) and (ii) all reasonable out-of-pocket costs and expenses of the Administrative Agent and each Lender Party in connection with the enforcement (whether through negotiations, legal proceedings or otherwise) of the Loan Documents, whether in any action, suit or litigation, or any bankruptcy, insolvency or other similar proceeding affecting creditors’ rights generally (including, without limitation, the reasonable fees and expenses of counsel for such Agent and each Lender Party with respect thereto).

(b) Each Loan Party agrees to indemnify, defend and save and hold harmless each Indemnified Party from and against, and shall pay on demand, any and all claims, damages, losses, liabilities and expenses (including, without limitation, reasonable fees and expenses of counsel) that may be incurred by or asserted or awarded against any Indemnified Party, in each case arising out of or in connection with or by reason of (including, without limitation, in connection with any investigation, litigation or proceeding or preparation of a defense in connection therewith) (i) the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated thereby or (ii) the actual or alleged presence of Hazardous Materials on any property of any Loan Party or any of its Subsidiaries or any Environmental Action relating in any way to any Loan Party or any of its Subsidiaries, except to the extent such claim, damage, loss, liability or expense is found in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Party’s gross negligence or willful misconduct. In the case of an investigation, litigation or other proceeding to which the indemnity in this Section 9.04(b) applies, such indemnity shall be effective whether or not such investigation, litigation or proceeding is brought by any Loan Party, its directors, shareholders or creditors or an Indemnified Party, whether or not any Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated by the Loan Documents are consummated. Each Loan Party also agrees not to assert any claim against the Administrative Agent, any Lender Party or any of their Affiliates, or any of their respective officers, directors, employees, agents and advisors, on any theory of liability, for special, indirect, consequential or punitive damages arising out of or otherwise relating to the Facilities, the actual or proposed use of the proceeds of the Advances or the Letters of Credit, the Loan Documents or any of the transactions contemplated by the Loan Documents.

(c) If any payment of principal of, or Conversion of, any Eurocurrency Rate Advance is made by the Borrower to or for the account of a Lender Party other than on the last day of the Interest

Period for such Advance, as a result of a payment or Conversion pursuant to Section 2.06, 2.09(b)(i), 2.10(d) or 2.18(e), acceleration of the maturity of the Notes pursuant to Section 6.01 or for any other reason, or if the Borrower fails to make any payment or prepayment of an Advance for which a notice of prepayment has been given or that is otherwise required to be made, whether pursuant to Section 2.04, 2.06 or 6.01 or otherwise, the Borrower shall, upon demand by such Lender Party (with a copy of such demand to the Administrative Agent), pay to the Administrative Agent for the account of such Lender Party any amounts required to compensate such Lender Party for any additional losses, costs or expenses that it may reasonably incur as a result of such payment or Conversion or such failure to pay or prepay, as the case may be, including, without limitation, any loss, cost or expense incurred by reason of the liquidation or reemployment of deposits or other funds acquired by any Lender Party to fund or maintain such Advance.

(d) If any Loan Party fails to pay when due any costs, expenses or other amounts payable by it under any Loan Document, including, without limitation, fees and expenses of counsel and indemnities, such amount may be paid on behalf of such Loan Party by the Administrative Agent or any Lender Party, in its sole discretion.

(e) Without prejudice to the survival of any other agreement of any Loan Party hereunder or under any other Loan Document, the agreements and obligations of the Borrower and the other Loan Parties contained in Sections 2.10 and 2.12, Section 7.06 and this Section 9.04 shall survive the payment in full of principal, interest and all other amounts payable hereunder and under any of the other Loan Documents.

SECTION 9.05. Right of Set-off. Upon (a) the occurrence and during the continuance of any Event of Default and (b) the making of the request or the granting of the consent specified by Section 6.01 to authorize the Administrative Agent to declare the Notes due and payable pursuant to the provisions of Section 6.01, the Administrative Agent and each Lender Party and each of their respective Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted by law, to set off and otherwise apply any and all deposits (general or special, time or demand, provisional or final) at any time held and other indebtedness at any time owing by such Agent, such Lender Party or such Affiliate to or for the credit or the account of the Borrower or any other Loan Party against any and all of the Obligations of the Borrower or such Loan Party now or hereafter existing under the Loan Documents, irrespective of whether such Agent or such Lender Party shall have made any demand under this Agreement or such Note or Notes and although such obligations may be unmatured. The Administrative Agent and each Lender Party agrees promptly to notify the Borrower or such Loan Party after any such set-off and application; provided, however, that the failure to give such notice shall not affect the validity of such set-off and application. The rights of the Administrative Agent and each Lender Party and their respective Affiliates under this Section 9.05 are in addition to other rights and remedies (including, without limitation, other rights of set-off) that such Agent, such Lender Party and their respective Affiliates may have.

SECTION 9.06. Binding Effect. This Agreement shall become effective when it shall have been executed by the Borrower, each Guarantor named on the signature pages hereto and the Administrative Agent shall have been notified by each Initial Lender and each Initial Issuing Bank that such Initial Lender or such Initial Issuing Bank, as the case may be, has executed it and thereafter shall be binding upon and inure to the benefit of the Borrower, the Guarantors named on the signature pages hereto and the Administrative Agent and each Lender Party and their respective successors and assigns, except that neither the Borrower nor any other Loan Party shall have the right to assign its rights hereunder or any interest herein without the prior written consent of the Lender Parties.

SECTION 9.07. Assignments and Participations; Replacement Notes. (a) Each Lender may (and, if demanded by the Borrower in accordance with Section 9.01(b) will) assign to one or more Eligible Assignees all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitment or Commitments, the Advances owing to it and the Note or Notes held by it); provided, however, that (i) each such assignment shall be of a uniform, and not a varying, percentage of all rights and obligations under and in respect of one or more of the Facilities (and any assignment of a Multicurrency Revolving Credit Commitment (or Multicurrency Revolving Credit Advance) must be made to an Eligible Assignee that is capable of lending in both Dollars and Committed Foreign Currencies), (ii) except in the case of an assignment to a Person that, immediately prior to such assignment, was a Lender, an Affiliate of any Lender or a Fund Affiliate of any Lender or an assignment of all of a Lender’s rights and obligations under this Agreement, the aggregate amount of the Commitments being assigned to such Eligible Assignee pursuant to such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $5,000,000 under each Facility or an integral multiple of $1,000,000 in excess thereof (or such lesser amount as shall be approved by the Administrative Agent and, so long as no Event of Default shall have occurred and be continuing at the time of effectiveness of such assignment, the Borrower), (iii) each such assignment shall be to an Eligible Assignee, (iv) no such assignments shall be permitted (A) until the Administrative Agent shall have notified the Lender Parties that syndication of the Commitments hereunder has been completed, without the consent of the Administrative Agent, and (B) at any other time without the consent of the Administrative Agent (which consent shall not be unreasonably withheld), (v) each such assignment made as a result of a demand by the Borrower pursuant to Section 9.01(b) shall be an assignment of all rights and obligations of the assigning Lender under this Agreement and (vi) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with any Note or Notes subject to such assignment and, except if such assignment is being made by a Lender to an Affiliate or Fund Affiliate of such Lender, a processing and recordation fee of $3,500; provided, however, that for each such assignment made as a result of a demand by the Borrower pursuant to Section 9.01(b), the Borrower shall pay to the Administrative Agent the applicable processing and recordation fee.

(b) Upon such execution, delivery, acceptance and recording, from and after the effective date specified in such Assignment and Acceptance, (i) the assignee thereunder shall be a party hereto and, to the extent that rights and obligations hereunder have been assigned to it pursuant to such Assignment and Acceptance, have the rights and obligations of a Lender or Issuing Bank, as the case may be, hereunder and (ii) the Lender or Issuing Bank assignor thereunder shall, to the extent that rights and obligations hereunder have been assigned by it pursuant to such Assignment and Acceptance, relinquish its rights (other than its rights under Sections 2.10, 2.12, 7.06, 8.05 and 9.04 to the extent any claim thereunder relates to an event arising prior to such assignment) and be released from its obligations under this Agreement (and, in the case of an Assignment and Acceptance covering all of the remaining portion of an assigning Lender’s or Issuing Bank’s rights and obligations under this Agreement, such Lender or Issuing Bank shall cease to be a party hereto).

(c) By executing and delivering an Assignment and Acceptance, each Lender Party assignor thereunder and each assignee thereunder confirm to and agree with each other and the other parties thereto and hereto as follows: (i) other than as provided in such Assignment and Acceptance, such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (ii) such assigning Lender Party makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its

obligations under any Loan Document or any other instrument or document furnished pursuant thereto; (iii) such assignee confirms that it has received a copy of this Agreement, together with copies of the financial statements referred to in Section 4.01 and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment and Acceptance; (iv) such assignee will, independently and without reliance upon the Administrative Agent, such assigning Lender Party 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 this Agreement; (v) such assignee confirms that it is an Eligible Assignee; (vi) such assignee appoints and authorizes 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 to the Administrative Agent by the terms hereof and thereof, together with such powers and discretion as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as a Lender or Issuing Bank, as the case may be.

(d) The Administrative Agent on behalf of Borrower shall maintain at its address referred to in Section 9.02 a copy of each Assignment and Acceptance delivered to and accepted by it and a register for the recordation of the names and addresses of the Lender Parties and the Commitment under each Facility of, and principal amount of the Advances owing under each Facility to, each Lender Party from time to time (the “Register”). The entries in the Register shall be conclusive and binding for all purposes, absent manifest error, and the Borrower, the Administrative Agent and the Lender Parties may treat each Person whose name is recorded in the Register as a Lender Party hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower or the Administrative Agent or any Lender Party at any reasonable time and from time to time upon reasonable prior notice.

(e) Upon its receipt of an Assignment and Acceptance executed by an assigning Lender Party and an assignee, together with any Note or Notes subject to such assignment, the Administrative Agent shall, if such Assignment and Acceptance has been completed and is in substantially the form of Exhibit D hereto, (i) accept such Assignment and Acceptance, (ii) record the information contained therein in the Register and (iii) give prompt notice thereof to the Borrower and each other Agent. In the case of any assignment by a Lender, within five Business Days after its receipt of such notice, the Borrower, at its own expense, shall, if requested by the applicable Lender, execute and deliver to the Administrative Agent in exchange for the surrendered Note or Notes a new Note to the order of such Eligible Assignee in an amount equal to the Commitment assumed by it under each Facility pursuant to such Assignment and Acceptance and, if any assigning Lender has retained a Commitment hereunder under such Facility, a new Note to the order of such assigning Lender in an amount equal to the Commitment retained by it hereunder. Such new Note or Notes, if any, shall be in an aggregate principal amount equal to the aggregate principal amount of such surrendered Note or Notes, shall be dated the effective date of such Assignment and Acceptance and shall otherwise be in substantially the form of Exhibit A hereto.

(f) Each Issuing Bank may assign to one or more Eligible Assignees all or a portion of its rights and obligations under the undrawn portion of its Letter of Credit Commitment at any time; provided, however, that (i) except in the case of an assignment to a Person that immediately prior to such assignment was an Issuing Bank or an assignment of all of an Issuing Bank’s rights and obligations under this Agreement, the amount of the Letter of Credit Commitment of the assigning Issuing Bank being assigned pursuant to each such assignment (determined as of the date of the Assignment and Acceptance with respect to such assignment) shall in no event be less than $10,000,000 and shall be in an integral multiple of $1,000,000 in excess thereof, (ii) each such assignment shall be to an Eligible Assignee and (iii) the parties to each such assignment shall execute and deliver to the Administrative Agent, for its acceptance and recording in the Register, an Assignment and Acceptance, together with a processing and

recordation fee of $3,500, provided that such fee shall not be payable if the assigning Issuing Bank is making such assignment simultaneously with the assignment in its capacity as a Lender of all or a portion of its Revolving Credit Commitment to the same Eligible Assignee.

(g) Each Lender Party may sell participations to one or more Persons (other than any Loan Party or any of its Affiliates) in or to all or a portion of its rights and obligations under this Agreement (including, without limitation, all or a portion of its Commitments, the Advances owing to it and the Note or Notes (if any) held by it); provided, however, that (i) such Lender Party’s obligations under this Agreement (including, without limitation, its Commitments) shall remain unchanged, (ii) such Lender Party shall remain solely responsible to the other parties hereto for the performance of such obligations, (iii) such Lender Party shall remain the holder of any such Note for all purposes of this Agreement, (iv) the Borrower, the Administrative Agent and the other Lender Parties shall continue to deal solely and directly with such Lender Party in connection with such Lender Party’s rights and obligations under this Agreement, (v) no participant under any such participation shall have any right to approve any amendment or waiver of any provision of any Loan Document, or any consent to any departure by any Loan Party therefrom, except to the extent that such amendment, waiver or consent would reduce the principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, or postpone any date fixed for any payment of principal of, or interest on, the Notes or any fees or other amounts payable hereunder, in each case to the extent subject to such participation, and (vi) if, at the time of such sale, such Lender Party was entitled to payments under Section 2.12(a) in respect of United States withholding tax with respect to interest paid at such date, then, to such extent, the term Taxes shall include (in addition to withholding taxes that may be imposed in the future or other amounts otherwise includable in Taxes) United States withholding tax, if any, applicable with respect to such participant on such date, provided that such participant complies with the requirements of Section 2.12(e) as if it were a Lender.

(h) Any Lender Party may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.07, disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrower furnished to such Lender Party by or on behalf of the Borrower; provided, however, that, prior to any such disclosure, the assignee or participant or proposed assignee or participant shall agree to preserve the confidentiality of any Confidential Information received by it from such Lender Party.

(i) Notwithstanding any other provision set forth in this Agreement, any Lender Party may at any time create a security interest in all or any portion of its rights under this Agreement (including, without limitation, the Advances owing to it and the Note or Notes held by it) in favor of any Federal Reserve Bank in accordance with Regulation A of the Board of Governors of the Federal Reserve System.

(j) Upon notice to the Borrower from the Administrative Agent or any Lender of the loss, theft, destruction or mutilation of any Lender’s Note, the Borrower will execute and deliver, in lieu of such original Note, a replacement promissory note, identical in form and substance to, and dated as of the same date as, the Note so lost, stolen or mutilated, subject to delivery by such Lender to the Borrower of an affidavit of lost note and indemnity in customary form. Upon the execution and delivery of the replacement Note, all references herein or in any of the other Loan Documents to the lost, stolen or mutilated Note shall be deemed references to the replacement Note.

SECTION 9.08. Execution in Counterparts. This Agreement 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 one and the same agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier shall be effective as delivery of an original executed counterpart of this Agreement.

SECTION 9.09. No Liability of the Issuing Banks. The Borrower assumes all risks of the acts or omissions of any beneficiary or transferee of any Letter of Credit with respect to its use of such Letter of Credit. Neither any Issuing Bank nor any of its officers or directors shall be liable or responsible for: (a) the use that may be made of any Letter of Credit or any acts or omissions of any beneficiary or transferee in connection therewith; (b) the validity, sufficiency or genuineness of documents, or of any endorsement thereon, even if such documents should prove to be in any or all respects invalid, insufficient, fraudulent or forged; (c) payment by such Issuing Bank against presentation of documents that do not comply with the terms of a Letter of Credit, including failure of any documents to bear any reference or adequate reference to the Letter of Credit; or (d) any other circumstances whatsoever in making or failing to make payment under any Letter of Credit, except that the Borrower shall have a claim against such Issuing Bank, and such Issuing Bank shall be liable to the Borrower, to the extent of any direct, but not consequential, damages suffered by the Borrower that the Borrower proves were caused by (i) such Issuing Bank’s willful misconduct or gross negligence as determined in a final, non-appealable judgment by a court of competent jurisdiction in determining whether documents presented under any Letter of Credit comply with the terms of the Letter of Credit or (ii) such Issuing Bank’s willful failure to make lawful payment under a Letter of Credit after the presentation to it of a draft and certificates strictly complying with the terms and conditions of the Letter of Credit. In furtherance and not in limitation of the foregoing, such Issuing Bank may accept documents that appear on their face to be in order, without responsibility for further investigation, regardless of any notice or information to the contrary.

SECTION 9.10. Confidentiality. Neither the Administrative Agent nor any Lender Party shall disclose any Confidential Information to any Person without the consent of the Borrower, other than (a) to such Administrative Agent’s or such Lender Party’s Affiliates and their officers, directors, employees, agents and advisors and to actual or prospective Eligible Assignees and participants, and then only on a confidential basis, (b) as required by any law, rule or regulation or judicial process, (c) as requested or required by any state, Federal or foreign authority or examiner regulating such Lender Party and (d) to any rating agency when required by it, provided that, prior to any such disclosure, such rating agency shall undertake to preserve the confidentiality of any Confidential Information relating to the Loan Parties received by it from such Lender Party.

SECTION 9.11. Patriot Act Notification. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the Loan Parties that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and record information that identifies each Loan Party, which information includes the name and address of such Loan Party and other information that will allow such Lender or the Administrative Agent, as applicable, to identify such Loan Party in accordance with the Patriot Act. The Parent Guarantor and the Borrower shall, and shall cause each of their Subsidiaries to, provide, to the extent commercially reasonable, such information and take such actions as are reasonably requested by the Administrative Agent or any Lenders in order to assist the Administrative Agent and the Lenders in maintaining compliance with the Patriot Act.

SECTION 9.12. Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any

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such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Agreement or any of the other Loan Documents in the courts of any jurisdiction.

(b) Each of the parties hereto irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any of the other Loan Documents to which it is a party in any New York State or Federal court. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

SECTION 9.13. Governing Law. This Agreement and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 9.14. Judgment Currency. (a) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in Dollars into another currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase Dollars with such other currency at Citibank N.A.’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.

(b) If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder in a Committed Foreign Currency into Dollars, the parties agree to the fullest extent that they may effectively do so, that the rate of exchange used shall be that at which in accordance with normal banking procedures the Administrative Agent could purchase such Committed Foreign Currency with Dollars at Citibank N.A.’s principal office in London at 11:00 A.M. (London time) on the Business Day preceding that on which final judgment is given.

(c) The obligation of the Borrower in respect of any sum due from it in any currency (the “Primary Currency”) to any Lender or the Administrative Agent hereunder shall, notwithstanding any judgment in any other currency, be discharged only to the extent that on the Business Day following receipt by such Lender or the Administrative Agent (including by the Administrative Agent on behalf of such Lender, as the case may be), of any sum adjudged to be so due in such other currency, such Lender or the Administrative Agent (as the case may be) may in accordance with normal banking procedures purchase the applicable Primary Currency with such other currency. If the amount of the applicable Primary Currency so purchased is less than such sum due to such Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, the Borrower agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Lender or the Administrative Agent (as the case may be) against such loss, and if the amount of the applicable Primary Currency so purchased exceeds such sum due to any Lender or the Administrative Agent (as the case may be) in the applicable Primary Currency, such Lender or the Administrative Agent (as the case may be) agrees to promptly remit to the Borrower such excess.

SECTION 9.15. Substitution of Currency. If a change in any Committed Foreign Currency occurs pursuant to any applicable law, rule or regulation of any governmental, monetary or multi-national authority, this Agreement (including, without limitation, the definition of Eurocurrency Rate) will be amended to the extent determined by the Administrative Agent (acting reasonably and in consultation with the Borrower) to be necessary to reflect the change in currency and to put the Lender Parties and the Borrower in the same position, so far as possible, that they would have been in if no change in such Committed Foreign Currency had occurred.

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SECTION 9.16. WAIVER OF JURY TRIAL. EACH OF THE BORROWER, THE OTHER LOAN PARTIES, THE ADMINISTRATIVE AGENT AND THE LENDER PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES, THE LETTERS OF CREDIT OR THE ACTIONS OF THE ADMINISTRATIVE AGENT OR ANY LENDER PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement 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/ A. William Stein
			Name:	A. William Stein
			Title:	Chief Financial Officer and Chief Investment Officer


GUARANTORS:

	DIGITAL REALTY TRUST, INC.

	By:	/s/ A. William Stein
			Name:	A. William Stein
			Title:	Chief Financial Officer and Chief Investment Officer



DIGITAL SERVICES, INC.

By:	/s/ A. William Stein
		Name:	A. William Stein
		Title:	Chief Financial Officer and Treasurer


GLOBAL ASML, LLC

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

		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

Signature Page

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/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial Officer and Chief Investment 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/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial Officer
and Chief Investment Officer

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/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial Officer and Chief Investment Officer

Signature Page


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/ A. William Stein
				Name:	A. William Stein
				Title:	Chief Financial Officer and Chief Investment 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/ A. William Stein
				Name:	A. William Stein
				Title:	Chief Financial Officer and Chief Investment Officer


DIGITAL PRINTERS SQUARE, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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

Signature Page


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/ A. William Stein
				Name:	A. William Stein
				Title:	Chief Financial Officer and Chief Investment 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/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial Officer
and Chief Investment Officer


DRT GREENSPOINT, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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

Signature Page


DIGITAL GREENSPOINT, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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 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/ A. William Stein
				Name:	A. William Stein
				Title:	Chief Financial Officer and Chief Investment Officer


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/ A. William Stein
				Name:	A. William Stein
				Title:	Chief Financial Officer and Chief Investment Officer


DIGITAL TORONTO BUSINESS TRUST

By:	/s/ A. William Stein
	Name:	A. William Stein
	Title:	Treasurer

Signature Page


DIGITAL AQUILA, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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 CENTREPORT, L.P.

By:

DRT CENTREPORT, LLC,

its general partner and manager

By:

GLOBAL STANFORD PLACE II, 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/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial

Officer and Chief

Investment Officer


DIGITAL PHOENIX VAN BUREN, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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

Signature Page

DIGITAL WINTER, LLC

By:

GLOBAL STANFORD PLACE II, 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/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial Officer and Chief Investment Officer

DIGITAL 89TH PLACE, LLC

By:

GLOBAL STANFORD PLACE II, 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/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial Officer and Chief Investment Officer


DIGITAL RESTON, LLC

By:	DIGITAL ABOVE, LLC, its sole member and manager

	By:	DIGITAL SERVICES, INC., its sole member and manager

		By:	/s/ A. William Stein
			Name:	A. William Stein
			Title:	Chief Financial Officer and Treasurer

Signature Page


DIGITAL ABOVE, LLC

By:	DIGITAL SERVICES, INC., its sole member and manager

		By:	/s/ A. William Stein
			Name:	A. William Stein
			Title:	Chief Financial Officer and Treasurer


DIGITAL CHELSEA, LLC

By:	DIGITAL ABOVE, LLC, its sole member and manager

	By:	DIGITAL SERVICES, INC., its sole member and manager

		By:	/s/ A. William Stein
			Name:	A. William Stein
			Title:	Chief Financial Officer and Treasurer


DIGITAL VIENNA, LLC

By:	DIGITAL ABOVE, LLC, its sole member and manager

	By:	DIGITAL SERVICES, INC., its sole member and manager

		By:	/s/ A. William Stein
			Name:	A. William Stein
			Title:	Chief Financial Officer and Treasurer


DIGITAL WALTHAM, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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

Signature Page

DIGITAL MIDWAY, L.P.

By:

DIGITAL MIDWAY GP, 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/ A. William Stein

Name:

A. William Stein

Title:

Chief Financial Officer and Chief Investment Officer


DIGITAL 21110 RIDGETOP, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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 3011 LAFAYETTE, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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

Signature Page


DIGITAL ASHBURN CS, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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


GIP STOUGHTON, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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 ARIZONA RESEARCH PARK II, LLC

By:	DIGITAL REALTY TRUST, L.P., its 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

Signature Page


ADMINISTRATIVE AGENT, SWING LINE BANK AND INITIAL LENDER:

	CITICORP NORTH AMERICA, INC.

	By:	/s/ Niraj R. Shah
		Name:	Niraj R. Shah
		Title:	Vice President

Signature Page


INITIAL ISSUING BANK:

	CITIBANK, N.A.

	By:	/s/ Blake Gronich
		Name:	Blake Gronich
		Title:	Vice President

Signature Page


INITIAL LENDERS:

	MERRILL LYNCH CAPITAL CORPORATION, as a Lender

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

Signature Page


BANK OF AMERICA, N.A., as a Lender

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

Signature Page


KEYBANK, N.A., as a Lender

By	/s/ Jane E. McGrath
	Name:	Jane E. McGrath
	Title:	Vice President

Signature Page


ROYAL BANK OF CANADA, NEW YORK BRANCH as a Lender

By	/s/ Dan Lepage
	Name:	Dan Lepage
	Title:	Authorized Signatory

Signature Page


CREDIT SUISSE, CAYMAN ISLANDS BRANCH, as a Lender

By	/s/ Cassandra Droogan
	Name:	Cassandra Droogan
	Title:	Vice President

By	/s/ Nupur Kumar
	Name:	Nupur Kumar
	Title:	Associate

Signature Page


UBS LOAN FINANCE LLC, as a Lender

By	/s/ Richard L. Tavrow
	Name:	Richard L. Tavrow
	Title:	Director

By	/s/ David B. Julie
	Name:	David B. Julie
	Title:	Associate Director

Signature Page


THE ROYAL BANK OF SCOTLAND PLC, as a Lender

By	/s/ William McGinty
	Name:	William McGinty
	Title:	Senior Vice President

Signature Page


SOVEREIGN BANK, as a Lender

By	/s/ T. Gregory Donohue
	Name:	T. Gregory Donohue
	Title:	Senior Vice President

Signature Page


ALLIED IRISH BANKS, p.l.c., as a Lender

By	/s/ Michael Doyle
	Name:	Michael Doyle
	Title:	Senior Vice President

By:	/s/ Ray Alcock
	Name:	Ray Alcock
	Title:	Senior Vice President

Signature Page


RAYMOND JAMES BANK, FSB, as a Lender

By	/s/ Thomas G Scott
	Name:	Thomas G Scott
	Title:	Vice President

Signature Page


SOCIÉTÉ GÉNÉRALE, as a Lender

By	/s/ Robert N. Delph
	Name:	Robert N. Delph
	Title:	Managing Director

Signature Page


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

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

Signature Page


MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD LOS ANGELES BRANCH, as a Lender

By	/s/ Chia Jang Liu
	Name:	Chia Jang Liu
	Title:	SVP & GM

Signature Page


COMERICA BANK

By:	/s/ James Graycheck
	Name:	James Graycheck
	Title:	Vice President

Signature Page


FIRST COMMERCIAL BANK NEW YORK AGENCY

By:	/s/ Bruce M. J. Ju
	Name:	Bruce M. J. Ju
	Title:	SVP & General Manager

Signature Page

EXHIBIT A to the

REVOLVING CREDIT AGREEMENT

FORM OF NOTE

NOTE


$		Dated: ,

FOR VALUE RECEIVED, the undersigned, DIGITAL REALTY TRUST, L.P., a Maryland limited partnership (the “Borrower”), HEREBY PROMISES TO PAY (the “Lender”) for the account of its Applicable Lending Office (as defined in the Credit Agreement referred to below) the aggregate principal amount of the Revolving Credit Advances, the Letter of Credit Advances and the Swing Line Advances (each as defined below) owing to the Lender by the Borrower pursuant to the Revolving Credit Agreement dated as of August 31, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; terms defined therein, unless otherwise defined herein, being used herein as therein defined) among the Borrower, the Lender and certain other lender parties party thereto, Digital Realty Trust, Inc., as Parent Guarantor, the Subsidiary Guarantors party thereto and Citicorp North America, Inc., as Administrative Agent for the Lender and such other lender parties, on the Termination Date.

The Borrower promises to pay to the Lender interest on the unpaid principal amount of each Revolving Credit Advance, Letter of Credit Advance and Swing Line Advance from the date of such Revolving Credit Advance, Letter of Credit Advance or Swing Line Advance, as the case may be, until such principal amount is paid in full, at such interest rates, and payable at such times, as are specified in the Credit Agreement.

Both principal and interest are payable in lawful money of the United States of America to Citicorp North America, Inc., as Administrative Agent, at 2 Penns Way, Suite 200, New Castle, Delaware 19720, in same day funds. Each Revolving Credit Advance, Letter of Credit Advance and Swing Line Advance owing to the Lender by the Borrower and the maturity thereof, and all payments made on account of principal thereof, shall be recorded by the Lender and, prior to any transfer hereof, endorsed on the grid attached hereto, which is part of this Promissory Note; provided, however, that the failure of the Lender to make any such recordation or endorsement shall not affect the Obligations of the Borrower under this Promissory Note.

This Promissory Note is one of the Notes referred to in, and is entitled to the benefits of, the Credit Agreement. The Credit Agreement, among other things, (a) provides for the making of advances (variously, the “Revolving Credit Advances”, “Letter of Credit Advances” or the “Swing Line Advances”) by the Lender to or for the benefit of the Borrower from time to time in an aggregate amount not to exceed at any time outstanding the U.S. dollar amount first above mentioned, the indebtedness of the Borrower resulting from each such Revolving Credit Advance, Letter of Credit Advance and Swing Line Advance being evidenced by this Promissory Note, and (b) contains provisions for acceleration of the maturity hereof upon the happening of certain stated events and also for prepayments on account of principal hereof prior to the maturity hereof upon the terms and conditions therein specified.

Exh. A - 1

This Promissory Note shall be governed by, and construed in accordance with, the laws of the State of New York.


DIGITAL REALTY TRUST, L.P.

By:	Digital Realty Trust, Inc.,
	its Sole General Partner

	By
		Name:
		Title:

Exh. A - 2

ADVANCES AND

PAYMENTS OF PRINCIPAL


Date	Amount of Advance	Amount of Principal Paid or Prepaid	Unpaid Principal Balance	Notation Made By

Exh. A - 3

EXHIBIT B TO THE

REVOLVING CREDIT AGREEMENT

FORM OF NOTICE OF BORROWING

NOTICE OF BORROWING

Citicorp North America, Inc.,

as Administrative Agent

under the Credit Agreement

referred to below

2 Penns Way, Suite 200

New Castle, Delaware 19720

United States of America

Attention: Valerie Burrows, Citigroup Global Loans

[Citibank International plc,

as Sub-Agent

under the Credit Agreement

referred to below

4 Harbour Exchange, 2^nd Floor

London E14 9GE

United Kingdom

Attention: ]

Ladies and Gentlemen:

The undersigned, DIGITAL REALTY TRUST, L.P., refers to the Revolving Credit Agreement dated as of August 31, 2007 (as amended from time to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined), among the undersigned, Digital Realty Trust, Inc., as Parent Guarantor, the Subsidiary Guarantors party thereto, the Lender Parties party thereto and Citicorp North America, Inc., as Administrative Agent for the Lender Parties, and hereby gives you notice, irrevocably, pursuant to Section 2.02 of the Credit Agreement that the undersigned hereby requests a Borrowing under the Credit Agreement, and in that connection sets forth below the information relating to such Borrowing (the “Proposed Borrowing”) as required by Section [2.02(a)][2.02(b)] of the Credit Agreement:

(i)

The Business Day of the Proposed Borrowing is , .

(ii)

The Facility under which the Proposed Borrowing is requested is the [U.S. Dollar Revolving Credit][Multicurrency Revolving Credit][Swing Line] Facility.

(iii)

The Type of Advances comprising the Proposed Borrowing is [Base Rate Advances] [Eurocurrency Rate Advances].

(iv)

The aggregate amount of the Proposed Borrowing is [ ].

Exh. B - 1

(v)

[The initial Interest Period for each Eurocurrency Rate Advance made as part of the Proposed Borrowing is month[s].]

(vi)

[The currency for such Borrowing is [U.S. Dollars][Sterling][Euros][Canadian Dollars] [Swiss Francs].]

(vii)

[The maturity of such Borrowing is .]

The undersigned hereby certifies that the following statements are true on the date hereof, and will be true on the date of the Proposed Borrowing:

(A)

The representations and warranties contained in each Loan Document are true and correct on and as of the date of the Proposed Borrowing, before and after giving effect to (x) the Proposed Borrowing and (y) the application of the proceeds therefrom, 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, in which case as of such specific date).

(B)

No Default has occurred and is continuing, or would result from (x) such Proposed Borrowing or (y) the application of the proceeds therefrom.

(C)

(i) 70% of the Total Unencumbered Asset Value equals or exceeds the aggregate principal amount of the Revolving Credit Advances plus Swing Line Advances plus Letter of Credit Advances to be outstanding plus the aggregate Available Amount of all Letters of Credit to 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.

Delivery of an executed counterpart of this Notice of Borrowing by telecopier or e-mail (which e-mail shall include an attachment in PDF format or similar format containing the legible signature of the undersigned) shall be effective as delivery of an original executed counterpart of this Notice of Borrowing.


DIGITAL REALTY TRUST, L.P.

By:	Digital Realty Trust, Inc.,
	its Sole General Partner

	By:
		Name:
		Title:

Exh. B - 2

EXHIBIT C to the

REVOLVING CREDIT AGREEMENT

FORM OF

GUARANTY SUPPLEMENT

Citicorp North America, Inc.,

as Administrative Agent

under the Credit Agreement

referred to below

2 Penns Way, Suite 200

New Castle, Delaware 19720

United States of America

Attention: Valerie Burrows, Citigroup Global Loans

[Citibank International plc,

as Sub-Agent

under the Credit Agreement

referred to below

4 Harbour Exchange, 2^nd Floor

London E14 9GE

United Kingdom

Attention: ]

Revolving Credit Agreement dated as of August 31, 2007 (as in effect on the date hereof and as it may hereafter be amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Digital Realty Trust, L.P., as Borrower, Digital Realty Trust, Inc., as Parent Guarantor, the Subsidiary Guarantors party thereto, the Lender Parties party thereto, and Citicorp North America, Inc., as Administrative Agent for the Lender Parties.

Ladies and Gentlemen:

Reference is made to the above-captioned Credit Agreement and to the Guaranty set forth in Article VII thereof (such Guaranty, as in effect on the date hereof and as it may hereafter be amended, supplemented or otherwise modified from time to time, together with this Guaranty Supplement, being the “Guaranty”). The capitalized terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined.

Section 1. Guaranty; Limitation of Liability. (a) The undersigned hereby absolutely, unconditionally and irrevocably guarantees the punctual payment when due, whether at scheduled maturity or on any date of a required prepayment or by acceleration, demand or otherwise, of all Obligations of the Borrower and each other Loan Party now or hereafter existing under or in respect of the Loan Documents (including, without limitation, any extensions, modifications, substitutions, amendments or renewals of any or all of the foregoing Obligations), whether direct or indirect, absolute or contingent, and whether for principal, interest, premiums, fees, indemnities, contract causes of action, costs, expenses or otherwise (such Obligations being the “Guaranteed Obligations”), and agrees to pay

Exh. C - 1

any and all expenses (including, without limitation, fees and expenses of counsel) incurred by the Administrative Agent or any other Secured Party in enforcing any rights under this Guaranty Supplement, the Guaranty, the Credit Agreement or any other Loan Document. Without limiting the generality of the foregoing, the undersigned’s liability shall extend to all amounts that constitute part of the Guaranteed Obligations and would be owed by any other Loan Party to any Secured Party under or in respect of the Loan Documents but for the fact that they are unenforceable or not allowable due to the existence of a bankruptcy, reorganization or similar proceeding involving such other Loan Party.

(b) The undersigned, and by its acceptance of this Guaranty Supplement, the Administrative Agent and each other Secured Party, hereby confirms that it is the intention of all such Persons that this Guaranty Supplement, the Guaranty and the Obligations of the undersigned hereunder and thereunder not constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to the extent applicable to this Guaranty Supplement, the Guaranty and the Obligations of the undersigned hereunder and thereunder. To effectuate the foregoing intention, the Administrative Agent, the other Secured Parties and the undersigned hereby irrevocably agree that the Obligations of the undersigned under this Guaranty Supplement and the Guaranty at any time shall be limited to the maximum amount as will result in the Obligations of the undersigned under this Guaranty Supplement and the Guaranty not constituting a fraudulent transfer or conveyance.

(c) The undersigned hereby unconditionally and irrevocably agrees that in the event any payment shall be required to be made to any Secured Party under this Guaranty Supplement, the Guaranty or any other guaranty, the undersigned will contribute, to the maximum extent permitted by law, such amounts to each other Guarantor and each other guarantor so as to maximize the aggregate amount paid to the Secured Parties under or in respect of the Loan Documents.

Section 2. Obligations Under the Guaranty. The undersigned hereby agrees, as of the date first above written, to be bound as a Guarantor by all of the terms and conditions of the Credit Agreement and the Guaranty to the same extent as each of the other Guarantors thereunder. The undersigned further agrees, as of the date first above written, that each reference in the Credit Agreement to an “Additional Guarantor”, a “Loan Party” or a “Guarantor” shall also mean and be a reference to the undersigned, and each reference in any other Loan Document to a “Guarantor” or a “Loan Party” shall also mean and be a reference to the undersigned.

Section 3. Representations and Warranties. The undersigned hereby makes each representation and warranty set forth in Section 4.01 of the Credit Agreement to the same extent as each other Guarantor.

Section 4. Delivery by Telecopier. Delivery of an executed counterpart of a signature page to this Guaranty Supplement by telecopier or e-mail (which e-mail shall include an attachment in PDF format or similar format containing the legible signature of the undersigned) shall be effective as delivery of an original executed counterpart of this Guaranty Supplement.

Section 5. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. (a) This Guaranty Supplement shall be governed by, and construed in accordance with, the laws of the State of New York.

(b) The undersigned hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of any New York State court or any federal court of the United States of America sitting in New York City, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Guaranty Supplement, the Guaranty, the Credit

Exh. C - 2

Agreement or any of the other Loan Documents to which it is or is to be a party, or for recognition or enforcement of any judgment, and the undersigned hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in any such New York State court or, to the extent permitted by law, in such federal court. The undersigned agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Guaranty Supplement or the Guaranty or the Credit Agreement or any other Loan Document shall affect any right that any party may otherwise have to bring any action or proceeding relating to this Guaranty Supplement, the Credit Agreement, the Guaranty thereunder or any of the other Loan Documents to which it is or is to be a party in the courts of any other jurisdiction.

(c) The undersigned irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Guaranty Supplement, the Credit Agreement, the Guaranty or any of the other Loan Documents to which it is or is to be a party in any New York State or federal court. The undersigned hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such suit, action or proceeding in any such court.

(d) THE UNDERSIGNED HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS, THE ADVANCES OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.


Very truly yours,

[NAME OF ADDITIONAL GUARANTOR]

By
		Name:
		Title:

Exh. C - 3

EXHIBIT D to the

REVOLVING CREDIT AGREEMENT

FORM OF

ASSIGNMENT AND ACCEPTANCE

Reference is made to the Revolving Credit Agreement dated as of August 31, 2007 (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”; the terms defined therein, unless otherwise defined herein, being used herein as therein defined), among Digital Realty Trust, L.P., a Maryland limited partnership, as Borrower, Digital Realty Trust, Inc., as Parent Guarantor, the Subsidiary Guarantors party thereto, the Lender Parties party thereto and Citicorp North America, Inc., as Administrative Agent for the Lender Parties.

Each “Assignor” referred to on Schedule 1 hereto (each, an “Assignor”) and each “Assignee” referred to on Schedule 1 hereto (each, an “Assignee”) agrees severally with respect to all information relating to it and its assignment hereunder and on Schedule 1 hereto as follows:

1. Such Assignor hereby sells and assigns, without recourse except as to the representations and warranties made by it herein, to such Assignee, and such Assignee hereby purchases and assumes from such Assignor, an interest in and to such Assignor’s rights and obligations under the Credit Agreement as of the date hereof equal to the percentage interest specified on Schedule 1 hereto of all outstanding rights and obligations under the Credit Agreement Facilities specified on Schedule 1 hereto. After giving effect to such sale and assignment, such Assignee’s Commitments and the amount of the Advances owing to such Assignee will be as set forth on Schedule 1 hereto.

2. Such Assignor (a) represents and warrants that its name set forth on Schedule 1 hereto is its legal name, that it is the legal and beneficial owner of the interest or interests being assigned by it hereunder and that such interest or interests are free and clear of any adverse claim; (b) makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with any Loan Document or the execution, legality, validity, enforceability, genuineness, sufficiency or value of, or the perfection or priority of any lien or security interest created or purported to be created under or in connection with, any Loan Document or any other instrument or document furnished pursuant thereto; (c) makes no representation or warranty and assumes no responsibility with respect to the financial condition of any Loan Party or the performance or observance by any Loan Party of any of its obligations under any Loan Document or any other instrument or document furnished pursuant thereto; and (d) attaches the Note or Notes (if any) held by such Assignor and requests that the Administrative Agent exchange such Note or Notes for a new Note or Notes payable to the order of such Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto or new Notes payable to the order of such Assignee in an amount equal to the Commitments assumed by such Assignee pursuant hereto and such Assignor in an amount equal to the Commitments retained by such Assignor under the Credit Agreement, respectively, as specified on Schedule 1 hereto.

3. Such Assignee (a) represents and warrants that it is legally authorized to enter into this Assignment and Acceptance; (b) confirms that it has received a copy of the Credit Agreement, 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

Exh. D - 1

enter into this Assignment and Acceptance; (c) agrees that it will, independently and without reliance upon the Administrative Agent, any Assignor 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; (d) represents and warrants that its name set forth on Schedule 1 hereto is its legal name; (e) confirms that it is an Eligible Assignee; (f) appoints and authorizes 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; (g) agrees that it will perform in accordance with their terms all of the obligations that by the terms of the Credit Agreement are required to be performed by it as a Lender Party; and (h) attaches any U.S. Internal Revenue Service forms required under Section 2.12 of the Credit Agreement.

4. Following the execution of this Assignment and Acceptance, it will be delivered to the Administrative Agent for acceptance and recording by the Administrative Agent. The effective date for this Assignment and Acceptance (the “Effective Date”) shall be the date of acceptance hereof by the Administrative Agent, unless otherwise specified on Schedule 1 hereto.

5. Upon such acceptance and recording by the Administrative Agent, as of the Effective Date, (a) such Assignee shall be a party to the Credit Agreement and, to the extent provided in this Assignment and Acceptance, have the rights and obligations of a Lender Party thereunder and (b) such Assignor shall, to the extent provided in this Assignment and Acceptance, relinquish its rights and be released from its obligations under the Credit Agreement (other than its rights and obligations under the Loan Documents that are specified under the terms of such Loan Documents to survive the payment in full of the Obligations of the Loan Parties under the Loan Documents to the extent any claim thereunder relates to an event arising prior to the Effective Date of this Assignment and Acceptance) and, if this Assignment and Acceptance covers all of the remaining portion of the rights and obligations of such Assignor under the Credit Agreement, such Assignor shall cease to be a party thereto.

6. Upon such acceptance and recording by the Administrative Agent, from and after the Effective Date, the Administrative Agent shall make all payments under the Credit Agreement and the Notes in respect of the interest assigned hereby (including, without limitation, all payments of principal, interest and commitment fees with respect thereto) to such Assignee. Such Assignor and such Assignee shall make all appropriate adjustments in payments under the Credit Agreement and the Notes for periods prior to the Effective Date directly between themselves.

7. This Assignment and Acceptance shall be governed by, and construed in accordance with, the laws of the State of New York.

8. This Assignment and Acceptance 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 one and the same agreement. Delivery of an executed counterpart of Schedule 1 to this Assignment and Acceptance by telecopier or e-mail (which e-mail shall include an attachment in PDF format or similar format containing the legible signature of the person executing this Assignment and Acceptance) shall be effective as delivery of an original executed counterpart of this Assignment and Acceptance.

IN WITNESS WHEREOF, each Assignor and each Assignee have caused Schedule 1 to this Assignment and Acceptance to be executed by their officers thereunto duly authorized as of the date specified thereon.

Exh. D - 2

SCHEDULE 1 to ASSIGNMENT AND ACCEPTANCE

ASSIGNORS:

U.S. Dollar Revolving Credit Facility

Percentage interest assigned

U.S. Dollar Revolving Credit Commitment assigned

Aggregate outstanding principal amount of U.S. Dollar Revolving Credit Advances assigned

U.S. Dollar Letter of Credit Facility

U.S. Dollar Letter of Credit Commitment assigned

U.S. Dollar Letter of Credit Commitment retained

Multicurrency Revolving Credit Facility

Percentage interest assigned

Multicurrency Revolving Credit Commitment assigned

Aggregate outstanding principal amount of Multicurrency Revolving Credit Advances assigned

Multicurrency Letter of Credit Facility

Multicurrency Letter of Credit Commitment assigned

Multicurrency Letter of Credit Commitment retained

Principal Amount of Note Payable to Assignor

ASSIGNEES:

U.S. Dollar Revolving Credit Facility

Percentage interest assumed

U.S. Dollar Revolving Credit Commitment assumed

Aggregate outstanding principal amount of U.S. Dollar Revolving Credit Advances assumed

U.S. Dollar Letter of Credit Facility

Letter of Credit Commitment assumed

Multicurrency Revolving Credit Facility

Percentage interest assumed

Multicurrency Revolving Credit Commitment assumed

Aggregate outstanding principal amount of Multicurrency Revolving Credit Advances assumed

Multicurrency Letter of Credit Facility

Multicurrency Letter of Credit Commitment assumed

Principal Amount of Note Payable to Assignee

Exh. D - 3

Effective Date (if other than date of acceptance by Administrative Agent):

¹ ,


Assignors

, as Assignor
[Type or print legal name of Assignor]

By
		Title:

Dated: ,

, as Assignor
[Type or print legal name of Assignor]

By
		Title:

Dated: ,

, as Assignor
[Type or print legal name of Assignor]

By
		Title:

Dated: ,

, as Assignor
[Type or print legal name of Assignor]

By
		Title:

Dated: ,

¹	This date should be no earlier than five Business Days after the delivery of this Assignment and Acceptance to the Administrative Agent.

Exh. D - 4


Assignees

, as Assignee
[Type or print legal name of Assignee]

By
		Title: E-mail address for notices:

Dated: , Domestic Lending Office: Eurodollar Lending Office:

, as Assignee
[Type or print legal name of Assignee]

By
		Title: E-mail address for notices:

Dated: , Domestic Lending Office: Eurodollar Lending Office:

, as Assignee
[Type or print legal name of Assignee]

By
		Title: E-mail address for notices:

Dated: , Domestic Lending Office: Eurodollar Lending Office:

Exh. D - 5


, as Assignee
[Type or print legal name of Assignee]

By
		Title: E-mail address for notices:

Dated: , Domestic Lending Office: Eurodollar Lending Office:

Exh. D - 6


Accepted [and Approved] this day of ,

CITICORP NORTH AMERICA, INC., as Administrative Agent

By
		Title:

[Approved this day of ,

DIGITAL REALTY TRUST, L.P.

By:		Digital Realty Trust, Inc., its Sole General Partner

By
		Title:]

Exh. D - 7

EXHIBIT E to the

REVOLVING CREDIT AGREEMENT

FORM OF

UNENCUMBERED ASSETS CERTIFICATE

Digital Realty, L.P.

Unencumbered Assets Certificate

Month ending / /

Citicorp North America, Inc.,

as Administrative Agent

under the Credit Agreement

referred to below

2 Penns Way, Suite 200

New Castle, Delaware 19720

United States of America

Attention: Valerie Burrows, Citigroup Global Loans

[Citibank International plc,

as Sub-Agent

under the Credit Agreement

referred to below

4 Harbour Exchange, 2^nd Floor

London E14 9GE

United Kingdom

Attention: ]

Pursuant to provisions of the Credit Agreement, dated as of August 31, 2007, Digital Realty Trust, L.P., a Maryland limited partnership (the “Borrower”), Digital Realty Trust, Inc., a Maryland corporation (the “Parent Guarantor”), the Subsidiary Guarantors party thereto, the Lender Parties party thereto and Citicorp North America, Inc., as Administrative Agent for the Lender Parties (said Credit Agreement, as it may be amended, amended and restated, supplemented or otherwise modified from time to time, being the “Credit Agreement”; capitalized terms used herein but not defined herein being used herein as defined in the Credit Agreement), the undersigned, the Chief Financial Officer or a Responsible Officer of the Parent Guarantor, hereby certifies and represents and warrants on behalf of the Borrower as follows:

1. The information contained in this certificate and the attached information supporting the calculation of the Total Unencumbered Asset Value is true, complete and correct as of the close of business on , 20 (the “Calculation Date”) and has been prepared in accordance with the provisions of the Credit Agreement.

Exh. E - 1

2. (a) The Total Unencumbered Asset Value (exclusive of Excess Canada Value and Excess Redevelopment and Development Value) is $ , (b) the Excess Canada Value, if any, is $ , and (c) the Excess Redevelopment and Development Value, if any, is $ , each as of the Calculation Date and as more fully described on Schedule I hereto.

3. As of the Calculation Date, Unsecured Debt does not exceed 70% of the Total Unencumbered Asset Value, in accordance with Section 5.04(b)(i) of the Credit Agreement.

4. At the end of the fiscal quarter of the Parent Guarantor most recently completed and as of the Calculation Date, the Parent Guarantor maintained an Unencumbered Assets Debt Service Coverage Ratio of not less than 1.50:1.00, in accordance with Section 5.04(b)(ii) of the Credit Agreement.

5. This certificate is furnished to the Administrative Agent pursuant to Section [3.01(a)(xv) / 3.02(a)(x) / 5.03(d)] of the Credit Agreement.

6. The Unencumbered Assets comply with all Unencumbered Asset Conditions (except to the extent waived in writing by the Required Lenders) and otherwise conform and comply with the conditions, terms, warranties, representations and covenants set forth in the Credit Agreement.

[Remainder of page intentionally left blank]

Exh. E - 2


DIGITAL REALTY TRUST, INC.

By
		Name:
		Title:

Exh. E - 3

SCHEDULE I — Calculation of Total Unencumbered Asset Value


(i) Sum of Asset Values for all Unencumbered Assets (from charts below)	$	______

(ii) (a) Number of Unencumbered Assets		______

(b) Weighted average occupancy of all Unencumbered Assets (other than Redevelopment Assets and Development Assets)		______	%

(iii) If • the dollar amount in (i) above is not equal to or greater than $115,000,000, • the number in (ii)(a) above is not equal to or greater than 3 or • the percentage in (ii)(b) above is not greater than or equal to 80%, Then • Total Unencumbered Asset Value equals $0.				$	______

(iv) Lesser of (i) and (iii) equals Total Unencumbered Asset Value (prior to adjustment for Excess Canada Value)				$	______

(v) (a) 15% times dollar amount in (iv) above	$	_______

(b) Sum of Asset Values of all Unencumbered Assets located in Canada	$	_______

(vi) Excess Canada Value equals the amount, if any, by which (v)(b) exceeds (v)(a)				$	_______

(vii) Total Unencumbered Asset Value after adjustment for Excess Canada Value is (iv) minus (vi) (prior to adjustment for Excess Redevelopment Value and Excess Development Value)						$	_______

(viii) (a) 33% times dollar amount in (vii) above	$	_______

(b) 10% times dollar amount in (vii) above	$	_______

(c) Sum of Asset Values of all Redevelopment Assets	$	_______

(d) Sum of Asset Values of all Development Assets	$	_______

(ix) Permitted Development Assets equals lesser of (viii)(b) and (viii)(d)				$	_______

(x) Sum of Asset Values of all Redevelopment and Development Assets is (viii)(c) plus (ix)				$	_______

(xi) Excess Redevelopment and Development Value equals the amount, if any, by which (x) exceeds (viii)(a)				$	_______

Total Unencumbered Asset Value *equals* (vii) *less* (xi)						$	_______

Sch. I - 1

Calculation of Asset Value

(Office Asset)


Office Asset: [Insert Name]

(A) Net Operating Income attributable to such Unencumbered Asset	$	______

(B) (1) 3% of all rental and other income from the operation of such Unencumbered 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 the Credit Agreement (2) all management fees payable in respect of such Unencumbered Asset for such fiscal period	$ $	______ ______

(C) $0.25 x total number of square feet within Unencumbered Asset	$	______

(D) Amount of pro forma upward adjustment approved by Administrative Agent for Tenancy Leases entered into during the quarter	$	______

(E) Insert Amount from (A) Insert the sum of (B)(1) minus (B)(2) (Insert 0 if negative number) Insert Amount from (D)			$ $ $ $	______ minus ______ plus ______ equals ______

(F) Adjusted Net Operating Income of such Unencumbered Asset equals (i) (E) times 4 less (ii) (C)			$	______

(G) Tentative Asset Value equals (F) ÷ either 8.25% (if a Data Center) or 7.5% (if a non-Data Center)			$	______

(H) If Unencumbered Asset was acquired within last 12 months, the acquisition price	$	______

(I) Asset Value: If Unencumbered Asset was acquired within last 12 months, insert lesser of (G) and (H). If Unencumbered Asset was acquired 12 or more months ago, insert (G).					$	______

Sch. I - 2

Calculation of Asset Value

(Redevelopment Asset / Development Asset)


Redevelopment Asset: [Insert Name]

Asset Value equals the book value of such Asset as determined in accordance with GAAP:	$	_______


Development Asset: [Insert Name]

Asset Value equals the book value of such Asset as determined in accordance with GAAP:	$	_______

Total Unencumbered Asset Value


Sum of Asset Values for all Unencumbered Assets		$	_______

Sch. I - 3

SCHEDULE I

COMMITMENTS AND APPLICABLE LENDING OFFICES


Name of Lender/ Issuing Bank	Multicurrency Revolving Credit Commitment		U.S. Dollar Revolving Credit Commitment		U.S. Dollar Letter of Credit Commitment		Multicurrency Letter of Credit Commitment		Swing Line Commitment		Domestic Lending Office	Eurodollar Lending Office
Citicorp North America, Inc.	$	56,958,762.89	$	28,041,237.11		—		—	$	75,000,000	2 Penns Way, Suite 200 New Castle, DE 19720 Attn.: Rose Delp Tel. (302) 323-3606 Fax: (212) 994-0961	2 Penns Way, Suite 200 New Castle, DE 19720 Attn.: Rose Delp Tel. (302) 323-3606 Fax: (212) 994-0961

Citibank, N.A.		—		—	$	50,000,000	$	50,000,000		—	2 Penns Way, Suite 200 New Castle, DE 19720 Attn.: Rose Delp Tel. (302) 894-6025 Fax: (212) 994-0961	2 Penns Way, Suite 200 New Castle, DE 19720 Attn.: Rose Delp Tel. (302) 894-6025 Fax: (212) 994-0961

KeyBank, N.A.	$	56,958,762.89	$	28,041,237.11		—		—		—	127 Public Square, 8th Floor OH-01-27-0839 Cleveland, Ohio 44114 ATTN: Vernon Johnson Tel: 216-689-0340 Fax: 216-689-4721 Vernon_Johnson@ keybank.com	127 Public Square, 8th Floor OH-01-27-0839 Cleveland, Ohio 44114 ATTN: Vernon Johnson Tel: 216-689-0340 Fax: 216-689-4721 Vernon_Johnson@ keybank.com

Bank of America, N.A.	$	46,907,216.49	$	23,092,783.51		—		—		—	111 Westminster St. RI1-102-08-01 Providence, RI 02903 Attn: Susan Salhany Bank of America Tel: 401 278-5973 Fax: 401 278-5166	111 Westminster St. RI1-102-08-01 Providence, RI 02903 Attn: Commercial Loan Administrator Tel: 401 278-5973 Fax: 401 278-5166

Sch. I-1


Name of Lender/ Issuing Bank	Multicurrency Revolving Credit Commitment		U.S. Dollar Revolving Credit Commitment		U.S. Dollar Letter of Credit Commitment	Multicurrency Letter of Credit Commitment	Swing Line Commitment	Domestic Lending Office	Eurodollar Lending Office
Merrill Lynch Capital Corporation	$	46,907,216.49	$	23,092,783.51	—	—	—	4 World Financial Centers, 22^nd Floor New York, NY 10080 Attn: Neyda Darias Tel: 212-449-7742 Fax: 212-449-9435	4 World Financial Centers, 16^th Floor New York, NY 10080 Attn: Brian Buttenmuller Tel: 212-449-8743 Fax: 212-449-9435

Royal Bank of Scotland PLC	$	46,907,216.49	$	23,092,783.51	—	—	—	Royal Bank of Scotland PLC 101 Park Avenue, 6^th Floor New York, New York 10178 Attn: Brett R Hudak Tel: 212-401-1439 Fax: 212-401-1494 brett.hudak@RBS.com	Royal Bank of Scotland PLC 101 Park Avenue, 6^th Floor New York, New York 10178 Attn: Brett R Hudak Tel: 212-401-1439 Fax: 212-401-1494 brett.hudak@RBS.com

Sovereign Bank		—	$	50,000,000	—	—	—	Sovereign Bank 75 State St., MA1 SST 04-11 Boston, MA 02109 Attn: T. Gregory Donohue Tel: 617-757-5578 Fax: 617-757-5652 tdonohue@sovereignbank.com	Sovereign Bank 75 State St., MA1 SST 04-11 Boston, MA 02109 Attn: T. Gregory Donohue Tel: 617-757-5578 Fax: 617-757-5652 tdonohue@sovereignbank.com

Raymond James Bank, FSB		—	$	40,000,000	—	—	—	Raymond James Bank, FSB 710 Carillon Parkway St. Petersburg, FL 33716 Attn: Thomas G. Scott Tel: 727-567-4196 Fax: 727-567-8830	Raymond James Bank, FSB P.O. Box 11628 St. Petersburg, FL 33716 Attn: Thomas G. Scott Tel: 727-567-4196 Fax: 727-567-8830

Sch. I-2


Name of Lender/ Issuing Bank	Multicurrency Revolving Credit Commitment		U.S. Dollar Revolving Credit Commitment		U.S. Dollar Letter of Credit Commitment	Multicurrency Letter of Credit Commitment	Swing Line Commitment	Domestic Lending Office	Eurodollar Lending Office
Royal Bank of Canada, New York Branch	$	26,804,123.71	$	13,195,876.29	—	—	—	Royal Bank of Canada One Liberty Plaza, 3rd Floor 165 Broadway New York, NY 10006-1404 Attn: Manager, Loans Administration Tel: (212) 428-6369 Fax: (212) 428-2372	Royal Bank of Canada One Liberty Plaza, 3rd Floor 165 Broadway New York, NY 10006-1404 Attn: Manager, Loans Administration Tel: (212) 428-6369 Fax: (212) 428-2372

Credit Suisse, Cayman Islands Branch (f/k/a Credit Suisse First Boston, acting through its Cayman Islands Branch)	$	16,752,577.32	$	8,247,422.68	—	—	—	Credit Suisse First Boston Eleven Madison Avenue, 25^th Floor New York, NY 10010 Attn: Jill Hogan Tel: 212 325-9092 Fax: 212 743-1860 corpbanking.tmg@csfb. com	Credit Suisse First Boston Eleven Madison Avenue New York, NY 10010 Attn: Jill Hogan Tel: 212 325-9092 Fax: 212 743-1860 corpbanking.tmg@csfb. Com

Société Générale		—	$	25,000,000	—	—	—	Société Générale Trammell Crow Center 2001 Ross Ave., Suite 4900 Dallas TX 75201 Attn: Becky Adudell Tel: 214-979-2776	Société Générale 1221 Avenue of the Americas New York, NY 10020 Attn: Tina Chen Tel: 212-278-6164 Fax: 212-278-7343

UBS Loan Finance LLC	$	16,752,577.32	$	8,247,422.68	—	—	—	UBS Loan Finance LLC 677 Washington BLVD, 6^th Floor South Stamford, CT 06901 Attn: Deborah Porter Tel: 203-719-6391 Fax: 203-719-4176	UBS Loan Finance LLC 677 Washington BLVD Stamford, CT 06901 Attn: Deborah Porter Tel: 203-719-6391 Fax: 203-719-4176

Sch. I-3


Name of Lender/ Issuing Bank	Multicurrency Revolving Credit Commitment		U.S. Dollar Revolving Credit Commitment		U.S. Dollar Letter of Credit Commitment	Multicurrency Letter of Credit Commitment	Swing Line Commitment	Domestic Lending Office	Eurodollar Lending Office
Allied Irish Banks, p.l.c.	$	10,051,546.40	$	4,948,453.60	—	—	—	Allied Irish Banks, p.l.c. AIB Capital Markets Iona House, Shelbourne Road Dublin, Ireland Attn: Shane Hennessy Tel: +353 1 6416730 Fax: +353 1 6603529 shane.d.hennessy@aib.ie	Allied Irish Banks, p.l.c. AIB Capital Markets Iona House, Shelbourne Road Dublin, Ireland Attn: Shane Hennessy Tel: +353 1 6416730 Fax: +353 1 6603529 shane.d.hennessy@aib.ie

Chang Hwa Commercial Bank, Ltd., New York Branch		—	$	15,000,000	—	—	—	Chang Hwa Commercial Bank, Ltd., New York Branch 685 Third Avenue, 29th Floor New York, NY 10017 Attn: Nelson Chou Tel: 212-651-9770 Fax: 212-651-9785	Chang Hwa Commercial Bank, Ltd., New York Branch 685 Third Avenue, 29th Floor New York, NY 10017 Attn: Nancy Lin Tel: 212-651-9770 Fax: 212-651-9785

Mega International Commercial Bank Co., Ltd Los Angeles Branch		—	$	15,000,000	—	—	—	Mega International Commercial Bank Co., Ltd Los Angeles Branch 445 S. Figueroa St., Suite 1900 Los Angeles, CA Attn: Angela Sheu Tel: 213-426-3872 Fax: 213-489-1160 icbc.loan@pacbell.net	Mega International Commercial Bank Co., Ltd Los Angeles Branch 445 S. Figueroa St., Suite 1900 Los Angeles, CA Attn: Angela Sheu Tel: 213-426-3872 Fax: 213-489-1160 icbc.loan@pacbell.net

Comerica Bank		—	$	10,000,000	—	—	—	Comerica Bank 500 Woodward Detroit, Michigan 48226 Attn: Victoria Lage Tel: 313-222-5878 Fax: 313-222-3697 valage@comerica.com	Comerica Bank 500 Woodward Detroit, Michigan 48226 Attn: Victoria Lage Tel: 313-222-5878 Fax: 313-222-3697 valage@comerica.com

Sch. I-4

Name of
Lender/
Issuing Bank

Multicurrency
Revolving
Credit
Commitment

U.S. Dollar
Revolving
Credit
Commitment

U.S. Dollar
Letter of
Credit
Commitment

Multicurrency
Letter of Credit
Commitment

Swing Line
Commitment

Domestic Lending Office

Eurodollar Lending Office

First Commercial Bank New York Agency

—

10,000,000

—

First Commercial Bank New York Agency

750 Third Avenue, 34^th Floor

New York, New York 10017

Attn: Carol Chou

Tel: 212-880-9385

Fax: 212-599-6133

fcbloan@aol.com

First Commercial Bank New York Agency

750 Third Avenue, 34^th Floor

New York, New York 10017

Attn: Carol Chou

Tel: 212-880-9385

Fax: 212-599-6133

fcbloan@aol.com

Subtotal

325,000,000

50,000,000

75,000,000

Total

$650,000,000

50,000,000

75,000,000

Sch. I-5

SCHEDULE II

Unencumbered Assets

2010 E. Centennial Circle

Tempe, Arizona

3015 Winona Avenue

Burbank, California

3065 Gold Camp Drive Rancho

Cordova, California

833 Chestnut Street

Philadelphia, Pennsylvania

8534 Concord Center Drive

Englewood, Colorado

2401 Walsh Street

Santa Clara, California

2403 Walsh Street

Santa Clara, California

4700 Old Ironsides Drive

Santa Clara, California

4605 Old Ironsides Drive

Santa Clara, California

10.

200 North Nash Street

El Segundo, California

11.

680 - 700 South Federal Street

Chicago, Illinois

12.

251 Exchange Place

Herndon, Virginia

13.

7620 Metro Center Drive

Austin, Texas

14.

4770 Kato Road & 1055 Page Avenue

Fremont, California

15.

12001-12245 North Freeway

Houston, Texas

SCHEDULE II

Unencumbered Assets, continued

16.

113 North Meyers

Charlotte, North Carolina

17.

125 North Meyers

Charlotte, North Carolina

18.

6800 Millcreek Drive

Mississauga, Ontario, Canada

19.

101 Aquila Way

Austell, Georgia

20.

14901 FAA Boulevard

Fort Worth, Texas

21.

120 East Van Buren

Phoenix, Arizona

22.

600 Winter Street

Waltham, Massachusetts

23.

2300 NW 89^th Place

Miami, Florida

24.

1807 Michael Faraday Court

Reston, VA

25.

115 Second Avenue *

Waltham, Massachusetts

26.

7500 Metro Center Drive *

Austin, Texas

27.

4025 Midway Road *

Carrollton, TX

28.

21110 Ridgetop Circle *

Sterling, Virginia

29.

3011 Lafayette Street *

Santa Clara, California

30.

44470 Chillum Place

Ashburn, Virginia

31.

43881, 43831 & 43791 Devin Shafron Drive *

Ashburn, Virginia

32.

2055 East Technology Circle *

Tempe, Arizona

*	Redevelopment Property

SCHEDULE III

EXISTING LETTERS OF CREDIT


LC REF #	LC_EFFECTIVE_DATE	LC_EXPIRY_DATE	TXN CCY LC AMT IN LOCAL CURRENCY		LC AMT in USD
61626743 SBD	11/10/2004	11/12/2007	$	5,000,000.00	$	5,000,000.00
61663744 SBD	5/15//2007	5/10/2008	$	106,595.94	$	106,595.94
61651357 SBD	7/31/2006	12/31/2007	€	1,319,650.00	$	1,838,800.31
61652528 SBD	9/27/2006	10/1/2007	$	1,000,000.00	$	1,000,000.00
61657993 SBD	1/18/2007	12/31/2007	€	2,150,820.00	$	2,996,952.59
61657992 SBD	1/18/2007	12/31/2007	€	1,849,180.00	$	2,576,647.41
				13,650,687.61	$	13,518,996.25

Sch. III

Schedule 4.01(b)

Subsidiaries

of Digital Realty Trust, Inc.


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Realty Trust, Inc.¹	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion re: Equity Interests of Such Subsidiary
Digital Realty Trust, L.P.	Maryland
		—	67,991,500 (Common/ Profits Interest Units)	89.3% (unvested Class C Units at Zero)	Yes as to the 1,688,526 Profits Interest Units
		—	1,931,536 Class C Units	0.0%	Yes
		4,140,000 Series A Preferred Units	4,140,000 Series A Preferred Units	100%	none
		2,530,000 Series B Preferred Units	2,530,000 Series B Preferred Units	100%	none
		8,050,000 Series C Preferred Units	7,000,000 Series C Preferred Units	100%	Yes
Digital Services, Inc.	Maryland	100	100	89.3%	none
Global Kato HG, LLC	California	—	—	89.3%	none
GIP Stoughton, LLC	Delaware	—	—	89.3%	none
Global Riverside, LLC	Delaware	—	—	89.3%	none
Global Miami Holding Company, LLC	Delaware	—	—	89.3%	none
Global Miami Acquisition Company, LLC	Delaware	—	—	89.3%	none
Global Brea Holding Company, LLC	Delaware	—	—	89.3%	none
Global Brea, LLC	Delaware	—	—	89.3%	none
Global Stanford Place II, LLC	Delaware	—	—	89.3%	none
Digital Winter, LLC	Delaware	—	—	89.3%	none
Digital 89th Place, LLC	Delaware	—	—	89.3%	none
Global Weehawken Holding Company, LLC	Delaware	—	—	89.3%	none
Global Weehawken Acquisition Company, LLC	Delaware	—	—	89.3%	none
Global ASML, LLC	California	—	—	89.3%	none


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Realty Trust, Inc.¹	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion re: Equity Interests of Such Subsidiary
DRT - Bryan Street, LLC	Delaware	—	—	89.3%	none
Digital - Bryan Street, LLC	Delaware	—	—	89.3%	none
Digital - Bryan Street Partnership, L.P.	Texas	—	—	89.3%	none
Global Innovation Sunshine Holdings LLC	Delaware	—	—	89.3%	none
Global Marsh Member, LLC	Delaware	—	—	89.3%	none
Global Marsh General Partner, LLC	Delaware	—	—	89.3%	none
Global Marsh Limited Partner, LLC	Delaware	—	—	89.3%	none
Global Marsh Property Owner, L.P.	Texas	—	—	89.3%	none
34551 Ardenwood Holding Company LLC	Delaware	—	—	89.3%	none
34551 Ardenwood LLC	Delaware	—	—	89.3%	none
2334 Lundy Holding Company LLC	Delaware	—	—	89.3%	none
2334 Lundy LLC	Delaware	—	—	89.3%	none
GIP 7^th Street Holding Company, LLC	Delaware	—	—	89.3%	none
GIP 7^th Street, LLC	Delaware	—	—	89.3%	none
GIP Wakefield Holding Company, LLC	Delaware	—	—	89.3%	none
GIP Wakefield, LLC	Delaware	—	—	89.3%	none
Global Webb, LLC	Delaware	—	—	89.3%	none
Global Webb, L.P.	Texas	—	—	89.3%	none
Global Lafayette Street LLC	Delaware	—	—	89.3%	none
Global Lafayette Street Holding Company, LLC	Delaware	—	—	89.3%	none
2045 - 2055 Lafayette Street, LLC	Delaware	—	—	89.3%	none
GIP Alpha General Partner, LLC	Delaware	—	—	89.3%	none
GIP Alpha Limited Partner, LLC	Delaware	—	—	89.3%	none
GIP Alpha, L.P.	Texas	—	—	89.3%	none
Global Fairmont, LLC	Delaware	—	—	89.3%	none
GIP Fairmont Holding Company, LLC	Delaware	—	—	89.3%	none


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Realty Trust, Inc.¹	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion re: Equity Interests of Such Subsidiary
150 South First Street, LLC	Delaware	—	—	89.3%	none
200 Paul Holding Company, LLC	Delaware	—	—	89.3%	none
200 Paul, LLC	Delaware	—	—	89.3%	none
1100 Space Park Holding Company, LLC	Delaware	—	—	89.3%	none
1100 Space Park, LLC	Delaware	—	—	89.3%	none
Global Gold Camp Holding Company, LLC	Delaware	—	—	89.3%	none
Global Gold Camp, LLC	Delaware	—	—	89.3%	none
Digital 833 Chestnut, LLC	Delaware	—	—	89.3%	none
Digital Concord Center, LLC	Delaware	—	—	89.3%	none
Digital Printers Square, LLC	Delaware	—	—	89.3%	none
Digital Greenspoint, L.P.	Texas	—	—	89.3%	none
Digital Greenspoint, LLC	Delaware	—	—	89.3%	none
DRT Greenspoint, LLC	Delaware	—	—	89.3%	none
Digital Sixth & Virginia, LLC	Delaware	—	—	89.3%	none
Sixth & Virginia Holdings, LLC	Delaware	—	—	87.5%	none
Sixth & Virginia Properties	Washington	—	—	43.8%	none
Digital Aquila, LLC	Delaware	—	—	89.3%	none
Digital 113 N. Myers, LLC	Delaware	—	—	89.3%	none
Digital 125 N. Myers, LLC	Delaware	—	—	89.3%	none
Digital Waltham, LLC	Delaware	—	—	89.3%	none
Digital Phoenix Van Buren, LLC	Delaware	—	—	89.3%	none
Sterling Network Services, LLC	Delaware	—	—	89.3%	none
Digital Services Phoenix, LLC	Delaware	—	—	89.3%	none
Digital Piscataway, LLC	Delaware	—	—	89.3%	none
Digital Midway, L.P.	Texas	—	—	89.3%	none
Digital Midway GP, LLC	Delaware	—	—	89.3%	none
MAPP Holding Company LLC	California	—	—	89.3%	none


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Realty Trust, Inc.¹	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion re: Equity Interests of Such Subsidiary
MAPP Property LLC	California	—	—	89.3%	none
Digital Lakeside Holdings, LLC	Delaware	—	—	89.3%	none
Digital Lakeside, LLC	Delaware	—	—	89.3%	none
Digital Trade Street, LLC	Delaware	—	—	89.3%	none
DRT Centreport, LLC	Delaware	—	—	89.3%	none
Digital Centreport, L.P.	Texas	—	—	89.3%	none
Digital Business Trust	Maryland	—	—	89.3%	none
Digital Toronto Business Trust	Maryland	—	—	89.3%	none
Digital Toronto Nominee Inc.	British Columbia	—	—	89.3%	None
Digital Reston, LLC	Delaware	—	—	89.3%	none
Digital Arizona Research Park II, LLC	Delaware	—	—	89.3%	none
Digital 3011 Lafayette, LLC	Delaware	—	—	89.3%	none
Digital 21110 Ridgetop, LLC	Delaware	—	—	89.3%	none
Digital Ashburn CS, LLC	Delaware	—	—	89.3%	none
Digital Connect, LLC	Delaware	—	—	89.3%	none
Digital Luxemburg II Sarl	Luxembourg	—	—	89.3%	none
Digital Netherlands I BV	Netherlands	—	—	89.3%	none
Digital Luxemburg Sarl	Luxembourg	—	—	89.3%	none
Digital Netherlands II BV	Netherlands	—	—	89.3%	none
Digital Netherlands III (Dublin) BV	Netherlands	—	—	89.3%	none
Digital Netherlands IV BV	Netherlands	—	—	89.3%	none
Digital Netherlands V BV	Netherlands	—	—	89.3%	none
Digital Realty (Camperdown House) Limited	United Kingdom	—	—	89.3%	none
Digital Realty (Blanchardstown) Limited	Ireland	—	—	89.3%	none
Digital Realty (Management Company) Limited	Ireland	—	—	89.3%	none
Digital Realty (Paris 2) SCI	France	—	—	89.3%	none
Digital Realty (Paris) Sarl	France	—	—	89.3%	none
Digital Realty (UK) Limited	UK	—	—	89.3%	none
Digital Realty (Welwyn)	Luxembourg	—	—	89.3%	none


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Realty Trust, Inc.¹	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion re: Equity Interests of Such Subsidiary
Waspar Limited	Ireland	—	—	89.3%	none
Digital Above, LLC	Delaware	—	—	89.3%	none
Digital Chelsea, LLC	Delaware	—	—	89.3%	none
Digital Vienna, LLC	Delaware	—	—	89.3%	none
Ashbury Park Holdings Limited	Jersey	—	—	89.3%	none
Dreamframe Limited	UK	—	—	89.3%	none
Dreamleaf Enterprises Limited	UK	—	—	89.3%	none

¹	At August 16, 2007, the REIT held 89.3% of the Common/Profits Interest Units of the Operating Partnership.

Subsidiaries of

Digital Realty Trust, L.P.


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Realty Trust, L.P.	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Digital Services, Inc.	Maryland	100	100	100%	none
Global Kato HG, LLC	California	—	—	100%	none
GIP Stoughton, LLC	Delaware	—	—	100%	none
Global Riverside, LLC	Delaware	—	—	100%	none
Global Miami Holding Company, LLC	Delaware	—	—	100%	none
Global Miami Acquisition Company, LLC	Delaware	—	—	100%	none
Global Brea Holding Company, LLC	Delaware	—	—	100%	none
Global Brea, LLC	Delaware	—	—	100%	none
Global Stanford Place II, LLC	Delaware	—	—	100%	none
Digital Winter, LLC	Delaware	—	—	100%	none
Digital 89th Place, LLC	Delaware	—	—	100%	none
Global Weehawken Holding Company, LLC	Delaware	—	—	100%	none
Global Weehawken Acquisition Company, LLC	Delaware	—	—	100%	none
Global ASML, LLC	California	—	—	100%	none
DRT - Bryan Street, LLC	Delaware	—	—	100%	none
Digital - Bryan Street, LLC	Delaware	—	—	100%	none
Digital - Bryan Street Partnership, L.P.	Texas	—	—	100%	none
Global Innovation Sunshine Holdings LLC	Delaware	—	—	100%	none
Global Marsh Member, LLC	Delaware	—	—	100%	none
Global Marsh General Partner, LLC	Delaware	—	—	100%	none
Global Marsh Limited Partner, LLC	Delaware	—	—	100%	none
Global Marsh Property Owner, L.P.	Texas	—	—	100%	none
34551 Ardenwood Holding Company LLC	Delaware	—	—	100%	none
34551 Ardenwood LLC	Delaware	—	—	100%	none
2334 Lundy Holding Company LLC	Delaware	—	—	100%	none
2334 Lundy LLC	Delaware	—	—	100%	none
GIP 7^th Street Holding Company, LLC	Delaware	—	—	100%	none
GIP 7^th Street, LLC	Delaware	—	—	100%	none
GIP Wakefield Holding Company, LLC	Delaware	—	—	100%	none
GIP Wakefield, LLC	Delaware	—	—	100%	none
Global Webb, LLC	Delaware	—	—	100%	none


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Realty Trust, L.P.	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Global Webb, L.P.	Texas	—	—	100%	none
Global Lafayette Street LLC	Delaware	—	—	100%	none
Global Lafayette Street Holding Company, LLC	Delaware	—	—	100%	none
2045 - 2055 Lafayette Street, LLC	Delaware	—	—	100%	none
GIP Alpha General Partner, LLC	Delaware	—	—	100%	none
GIP Alpha Limited Partner, LLC	Delaware	—	—	100%	none
GIP Alpha, L.P.	Texas	—	—	100%	none
Global Fairmont, LLC	Delaware	—	—	100%	none
GIP Fairmont Holding Company, LLC	Delaware	—	—	100%	none
150 South First Street, LLC	Delaware	—	—	100%	none
200 Paul Holding Company, LLC	Delaware	—	—	100%	none
200 Paul, LLC	Delaware	—	—	100%	none
1100 Space Park Holding Company, LLC	Delaware	—	—	100%	none
1100 Space Park, LLC	Delaware	—	—	100%	none
Global Gold Camp Holding Company, LLC	Delaware	—	—	100%	none
Global Gold Camp, LLC	Delaware	—	—	100%	none
Digital 833 Chestnut, LLC	Delaware	—	—	100%	none
Digital Concord Center, LLC	Delaware	—	—	100%	none
Digital Printers Square, LLC	Delaware	—	—	100%	none
Digital Greenspoint, L.P.	Texas	—	—	100%	none
Digital Greenspoint, LLC	Delaware	—	—	100%	none
DRT Greenspoint, LLC	Delaware	—	—	100%	none
Digital Sixth & Virginia, LLC	Delaware	—	—	100%	none
Sixth & Virginia Holdings, LLC	Delaware	—	—	98%	none
Sixth & Virginia Properties	Washington	—	—	49%	none
Digital Aquila, LLC	Delaware	—	—	100%	none
Digital 113 N. Myers, LLC	Delaware	—	—	100%	none
Digital 125 N. Myers, LLC	Delaware	—	—	100%	none
Digital Waltham, LLC	Delaware	—	—	100%	none
Digital Phoenix Van Buren, LLC	Delaware	—	—	100%	none
Sterling Network Services, LLC	Delaware	—	—	100%	none
Digital Services Phoenix, LLC	Delaware	—	—	100%	none
Digital Piscataway, LLC	Delaware	—	—	100%	none
Digital Midway, L.P.	Texas	—	—	100%	none
Digital Midway GP, LLC	Delaware	—	—	100%	none
MAPP Holding Company LLC	California	—	—	100%	none
MAPP Property LLC	California	—	—	100%	none
Digital Lakeside Holdings, LLC	Delaware	—	—	100%	none
Digital Lakeside, LLC	Delaware	—	—	100%	none
Digital Trade Street, LLC	Delaware	—	—	100%	none


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Realty Trust, L.P.	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
DRT Centreport, LLC	Delaware	—	—	100%	none
Digital Centreport, L.P.	Texas	—	—	100%	none
Digital Business Trust	Maryland	—	—	100%	none
Digital Toronto Business Trust	Maryland	—	—	100%	none
Digital Toronto Nominee Inc.	British Columbia	—	—	100%	none
Digital Reston, LLC	Delaware	—	—	100%	none
Digital Arizona Research Park II, LLC	Delaware	—	—	100%	none
Digital 3011 Lafayette, LLC	Delaware	—	—	100%	none
Digital 21110 Ridgetop, LLC	Delaware	—	—	100%	none
Digital Ashburn CS, LLC	Delaware	—	—	100%	none
Digital Connect, LLC	Delaware	—	—	100%	none
Digital Luxemburg II Sarl	Luxembourg	—	—	100%	none
Digital Netherlands I BV	Netherlands	—	—	100%	none
Digital Luxemburg Sarl	Luxembourg	—	—	100%	none
Digital Netherlands II BV	Netherlands	—	—	100%	none
Digital Netherlands III (Dublin) BV	Netherlands	—	—	100%	none
Digital Netherlands IV BV	Netherlands	—	—	100%	none
Digital Netherlands V BV	Netherlands	—	—	100%	none
Digital Realty (Camperdown House) Limited	United Kingdom	—	—	100%	none
Digital Realty (Blanchardstown) Limited	Ireland	—	—	100%	none
Digital Realty (Management Company) Limited	Ireland	—	—	100%	none
Digital Realty (Paris 2) SCI	France	—	—	100%	none
Digital Realty (Paris) Sarl	France	—	—	100%	none
Digital Realty (UK) Limited	UK	—	—	100%	none
Digital Realty (Welwyn)	Luxembourg	—	—	100%	none
Waspar Limited	Ireland	—	—	100%	none
Digital Above, LLC	Delaware	—	—	100%	none
Digital Chelsea, LLC	Delaware	—	—	100%	none
Digital Vienna, LLC	Delaware	—	—	100%	none
Ashbury Park Holdings Limited	Jersey	—	—	100%	none
Dreamleaf Enterprises Limited	UK	—	—	100%	none
Dreamframe Limited	UK	—	—	100%	none

Subsidiaries of

Digital Services, Inc.


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Services, Inc.		Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Global Stanford Place II, LLC	Delaware	—	—	1	%	none
Digital Above, LLC	Delaware	—	—	100	%	none
Digital Chelsea, LLC	Delaware			100	%	none
Digital Reston, LLC	Delaware			100	%	none
Digital Vienna, LLC	Delaware			100	%	none
Digital Services Phoenix, LLC	Delaware	—	—	100	%	none

Subsidiaries of

Global ASML, LLC


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Services, Inc.	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion

None

Subsidiaries of

Global Innovation Sunshine Holdings LLC


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Global Innovation Sunshine Holdings LLC	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Asbury Park Holdings Limited	United Kingdom	—	—	100%	none
Dreamframe Limited	United Kingdom	—	—	100%	none
Dreamleaf Enterprises Limited	United Kingdom	—	—	100%	none
Digital Realty Camperdown House limited	United Kingdom	—	—	100%	none

Subsidiaries of

Global Gold Camp, LLC


None

Subsidiaries of

Global Gold Camp Holding Company, LLC


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Global Gold Camp Holding Company, LLC		Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Global Gold Camp, LLC	Delaware	—	—	100	%	none

Subsidiaries of

Digital 833 Chestnut, LLC


None

Subsidiaries of

Digital Concord Center, LLC


None

Subsidiaries of

Digital Printers Square, LLC


None

Subsidiaries of

Global Kato HG, LLC


None

Subsidiaries of

Digital Greenspoint, LLC


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Greenspoint, LLC	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Digital Greenspoint, L.P.	Texas	—	—	99.9%	none

Subsidiaries of

DRT Greenspoint, LLC


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by DRT Greenspoint, LLC	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Digital Greenspoint, L.P.	Texas	—	—	0.1%	none

Subsidiaries of

Digital Greenspoint, L.P.


None

Subsidiaries of

Digital Aquila, LLC


None

Subsidiaries of

Digital Toronto Business Trust


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Toronto Business Trust	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Digital Toronto Nominee Inc.	British Columbia, Canada	—	—	100%	none

Subsidiaries of

Digital Centreport, L.P.


None

Subsidiaries of

Digital Above, LLC


Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Above, LLC	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Digital Chelsea, LLC	Delaware	—	—	100%	100%
Digital Reston, LLC	Delaware	—	—	100%	100%
Digital Vienna, LLC	Delaware	—	—	100%	100%

Subsidiaries of

Digital Chelsea, LLC


None

Subsidiaries of Digital Reston, LLC
None

Subsidiaries of Digital Vienna, LLC
None

Subsidiaries of Digital Midway, L.P.
None

Subsidiaries of Digital 89^th Place, LLC
None

Subsidiaries of Digital 113 N. Myers, LLC
None

Subsidiaries of Digital 125 N. Myers, LLC
None

Subsidiaries of Digital 3011 Lafayette, LLC
None

Subsidiaries of Digital 21110 Ridgetop, LLC
None

Subsidiaries of Digital Arizona Research Park II, LLC
None

Subsidiaries of Digital Ashburn CS, LLC
None

Subsidiaries of Digital Phoenix Van Buren, LLC
Name	Jurisdiction of Formation/ Incorporation	Authorized Equity	Outstanding Equity	Aggregate Equity Beneficially Owned Directly or Indirectly by Digital Phoenix Van Buren, LLC	Outstanding Options, Warrants, Rights of Purchase or Rights of Conversion
Sterling Network Services, LLC	Delaware	__	__	99%	none


Subsidiaries of Digital Waltham, LLC
None

Subsidiaries of Digital Winter, LLC
None

Subsidiaries of GIP Stoughton, LLC
None

Schedule 4.01(d)

Certain Approvals

None.

Schedule 4.01(f)

Disclosed Litigation

None.

Schedule 4.01(n)

Existing Debt (Other than Surviving Debt)


Properties	Obligor	Maturity Date	Outstanding Principal¹	Amortization

Unsecured Credit Facility	Digital Realty Trust, L.P.	October 31, 2008	114,307,000	Interest Only

¹	As of June 30, 2007.

Schedule 4.01(o)

Surviving Debt


Properties	Obligor	Maturity Date	Outstanding Principal ¹	Amortization

200 Paul Avenue 1-4—Mortgage	200 Paul, LLC	October 8, 2015	81,000,000	Interest Only

34551 Ardenwood Boulevard 1-4— Mortgage	34551 Ardenwood LLC	November 11, 2016	55,000,000	Monthly Principal and Interest

2334 Lundy Place—Mortgage	2334 Lundy LLC	November 11, 2016	40,000,000	Monthly Principal and Interest

375 Riverside Parkway—Mortgage	Global Riverside, LLC	December 1, 2008	8,669,000	Monthly Principal and Interest

6 Braham Street—Mortgage	Digital Realty Camperdown House Ltd. (U.K)	April 10, 2011	26,516,000²	Monthly Principal and Interest

600 West Seventh Street—Mortgage	GIP 7^th Street, LLC	March 15, 2016	58,615,000	Monthly Principal and Interest

731 East Trade Street—Mortgage	Digital Trade Street, LLC	August 21, 2010	5,797,000	Monthly Principal and Interest

350 East Cermak Road—Mortgage	Digital Lakeside, LLC	June 9, 2008	98,675,000	Monthly Principal and Interest

1125 Energy Park Drive—Mortgage	MAPP Property, LLC	March 1, 2032	9,513,000	Monthly Principal and Interest

2323 Bryan Street—Mortgage	Digital—Bryan Street Partnership, L.P.	Nov. 6, 2009	56,207,000	Monthly Principal and Interest

Paul van Vlissingenstraat 16—Mortgage	Digital Netherlands II BV	July 18, 2013	14,940,000³	Monthly Principal and Interest

36 Northeast Second Street; 3300 East Birch Street; 100 & 200 Quannapowitt Parkway; 200 Boulevard East; 4849 Alpha Road; 11830 Webb Chapel Road.	Global Weehawken Acquisition Company, LLC, Global Miami Acquisition Company, LLC, GIP Wakefield, LLC, Global Brea, LLC, GIP Alpha, L.P., Global Webb, L.P.	Nov. 11, 2014	149,816,000	Monthly Principal and Interest

Unsecured Credit Facility	Digital Realty Trust, L.P.	Oct 31, 2008	114,307,000	Interest Only

Geneva Data Centre, Chemin d- Epinglier 2, Geneva-Meyrin, Switzerland– Mortgage	Digital Luxemburg, Sarl	July 18, 2013	10,807,720³	Monthly Principal and Interest

2045 & 2055 LaFayette Street—Mortgage	2045—2055 LaFayette Street, LLC	February 6, 2017	68,000,000	Monthly Principal and Interest

1100 Space Park Drive—Mortgage	1100 Space Park LLC	December 11, 2016	55,000,000	Monthly Principal and Interest



150 South First Street—Mortgage	150 South First Street, LLC	February 6, 2017	53,287,500	Monthly Principal and Interest

114 Rue Ambroise Croizat— Mortgage	Digital Realty (Paris 2) SCI	January 18, 2012	44,251,000³	Monthly Principal and Interest

Unit 9, Blanchardstown Corporate Park—Mortgage	Digital Realty (Blanchardstown) LTD	January 18, 2012	38,045,000³	Monthly Principal and Interest

Gyroscoopweg 2E-2F—Mortgage	Digital Netherlands V B.V.	October 18, 2013	9,509,000³	Monthly Principal and Interest

3 Corporate Place construction loan—Mortgage	Digital Piscataway, LLC	December 1, 2008	None drawn	Interest Only

Exchangeable Senior Debentures	Digital Realty Trust, L.P.	August 15, 2026	172,500,000	Interest Only

Financing of premium for commercial insurance coverage for 2007	Digital Realty Trust, Inc.	November 30, 2007	1,520,007	Monthly Principal and Interest

Unsecured Credit Facility	Digital Realty Trust, L.P.	August 31, 2010	201,944,491⁴	Interest Only

¹	As of June 30, 2007 unless otherwise denoted.

²	Based on exchange rate of $2.01 to £1.00.

³	Based on exchange rate of $1.35 to €1.00.

⁴	Estimated as of the Closing Date.

Schedule 4.01(p)

Existing Liens


Properties²	Obligor	Lien Holder	Dollar amount¹	Assets Secured

200 Paul Avenue 1-4	200 Paul, LLC	Countrywide Commercial Real Estate Finance, Inc.	81,000,000	All current and future assets, tangible and intangible

34551 Ardenwood Boulevard 1-4	34551 Ardenwood LLC	Column Financial, Inc.	55,000,000	All current and future assets, tangible and intangible

2334 Lundy Place	2334 Lundy LLC	Column Financial, Inc.	40,000,000	All current and future assets, tangible and intangible

375 Riverside Parkway	Global Riverside, LLC	Jackson National Life Insurance Company	8,669,000	All current and future assets, tangible and intangible

600 West Seventh Street	GIP 7^th Street, LLC	Prudential Insurance Company of America	58,615,000	Real property, improvements, fixtures and rents

731 East Trade Street	Digital Trade Street, LLC	Transamerica Occidental Life Insurance Co	5,797,000	Real and personal property, rents, and insurance and condemnation proceeds

350 East Cermak Road	Digital Lakeside, LLC	Morgan Stanley Mortgage Capital Inc.	98,675,000	All current and future assets, tangible and intangible

1125 Energy Park Drive	MAPP Property, LLC	CIBC, Inc.	9,513,000	All current and future assets, tangible and intangible

2323 Bryan Street	Digital - Bryan Street Partnership, L.P.	Countrywide Commercial Real Estate Finance, Inc.	56,207,000	All current and future assets, tangible and intangible

36 Northeast Second Street; 3300 East Birch Street; 100 & 200 Quannapowitt Parkway; 200 Boulevard East; 4849 Alpha Road; 11830 Webb Chapel Road.	Six CMBS Loan Agreements: Global Weehawken Acquisition Company, LLC, Global Miami Acquisition Company, LLC, GIP Wakefield, LLC, Global Brea, LLC, GIP Alpha, L.P., Global Webb, L.P.	Citigroup Global Markets Realty Corp.	149,816,000	All current and future assets, tangible and intangible

2045 & 2055 LaFayette Street	2045—2055 LaFayette Street, LLC	Greenwich Capital Financial Products, Inc.	68,000,000	All current and future assets, tangible and intangible

1100 Space Park Drive	1100 Space Park LLC	Column Financial, Inc.	55,000,000	All current and future assets, tangible and intangible

150 South First Street	150 South First Street, LLC	Greenwich Capital Financial Products, Inc.	53,288,000	All current and future assets, tangible and intangible


Properties²	Obligor	Lien Holder	Dollar amount¹	Assets Secured

3 Corporate Place construction loan	Digital Piscataway, LLC	Merrill Lynch Bank USA	None drawn	All current and future assets, tangible and intangible

Financing of premium for DLR’s 2007 commercial insurance coverage	Digital Realty Trust, Inc.	Factory Mutual Insurance Co and Lloyds of London	1,520,007	The unearned premiums and loss payments

International Properties²	Obligor	Lien Holder	Dollar amount¹	Assets Secured

6 Braham Street	Digital Realty Camperdown House Ltd. (U.K)	Bayerische Landesbank	26,516,000³	All current and future assets, tangible and intangible

6 Braham Street	Global Innovation Sunshine Holdings LLC	Bayerische Landesbank	9,145,500³	Certain capital of Digital Realty (Camperdown House) Limited and all Derivative Assets thereof

Paul van Vlissingenstraat 16	Digital Netherlands II BV	Credit Suisse	14,940,000⁵	All current and future assets, tangible and intangible

Geneva Data Centre, Chemin d- Epinglier 2, Geneva-Meyrin, Switzerland	Digital Luxemburg, Sarl	Credit Suisse	10,807,720⁵	All current and future assets, tangible and intangible


114 Rue Ambroise Croizat	Digital Realty (Paris 2) SCI	Credit Suisse International	44,251,000⁵	Cross Collateralized: All current and future assets, tangible and intangible

Unit 9, Blanchardstown Corporate Park	Digital Realty (Blanchardstown) LTD		38,045,000⁵


Gyroscoopweg 2E-2F	Digital Netherlands V B.V.	Credit Suisse	9,509,000⁵	Perpetual leasehold on land and all other current and future assets, tangible and intangible

¹	As of June 30, 2007.

²	For address, see Schedule 4.01(q)

³	Based on exchange rate of $2.01 to £1.00.

⁵	Based on exchange rate of $1.35 to €1.00.

Schedule 4.01(q)

Owned Real Properties


Property Name	Address	Record Owner	Book Value¹

36 NE 2^nd Street	Miami, FL (Miami-Dade County)	Global Miami Acquisition Company, LLC, a Delaware limited liability company	[*]

200 Paul Avenue	San Francisco, CA (San Francisco County)	200 Paul, LLC, a Delaware limited liability company	[*]

1100 Space Park Drive	Santa Clara, CA (Santa Clara County)	1100 Space Park LLC, a Delaware limited liability company	[*]

150 South First Street	150 South First Street, San Jose, CA (Santa Clara County)	150 South First Street, LLC, a Delaware limited liability company	[*]

34551 Ardenwood Blvd 1-4	34551 Ardenwood Blvd, Fremont, CA (Alameda County)	34551 Ardenwood LLC, a Delaware limited liability company	[*]

375 Riverside Parkway	375 Riverside Pkwy, Atlanta, GA (Douglas County)	Global Riverside, LLC, a Delaware limited liability company	[*]

3300 East Birch Street	3300 E. Birch Street, Brea, CA (Orange County	Global Brea LLC, a Delaware limited liability company	[*]

8 Braham Street	6 Braham Street, London UK	Digital Realty Camperdown House Ltd. (U.K)	[*]

600 West Seventh Street	600 West 7^th Street, Los Angeles, CA (Los Angeles County)	GIP 7^th Street, LLC, a Delaware limited liability company	[*]

100 & 200 Quannapowitt Pkwy	100 & 200 Quannapowitt Parkway, Wakefield, MA (Middlesex County)	GIP Wakefield LLC, a Delaware limited liability company	[*]

3065 Gold Camp Drive	3065 Gold Camp Drive, Rancho Cordova, CA (Sacramento County)	Global Gold Camp, LLC, a Delaware limited liability company	[*]

300 Boulevard East	300 Blvd. East, Weehawken, NJ (Hudson County)	Global Weehawken Acquisition Company, LLC, a Delaware limited liability company	[*]

47700 Kato Road & 1055 Page Avenue	47700 Kato Road & 1055 Page Ave, Fremont, CA (Alameda County)	Global Kato HG, LLC, a California limited liability company	[*]

2334 Lundy Place	2334 Lundy Place, San Jose, CA (Santa Clara County)	2334 Lundy LLC, a Delaware limited liability company	[*]

2045 & 2055 LaFayette Street	2045 and 2055 Lafayette, Santa Clara, CA (Santa Clara County)	2045 – 2055 LaFayette Street, LLC, a Delaware limited liability company	[*]

3015 Winona Avenue	3015 Winona Avenue Burbank, CA 91504	Digital Realty Trust, L.P., a Maryland limited partnership	[*]

[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.


Property Name	Address	Record Owner	Book Value¹

833 Chestnut Street	833 Chestnut Street	Digital 833 Chestnut, LLC, a Delaware limited liability company	[	*]

350 East Cermak Road	350 E. Cermak Street Chicago, IL	Digital Lakeside, LLC, a Delaware limited liability company	[	*]

2401 Walsh Street	2401 Walsh Street Santa Clara, CA 95051	Digital Realty Trust, L.P., a Maryland limited partnership	[	*]

2403 Walsh Street	2403 Walsh Street Santa Clara, CA 95051	Digital Realty Trust, L.P., a Maryland limited partnership	[	*]

4700 Old Ironsides Drive	4700 Old Ironsides Dr. Santa Clara, CA 95054	Digital Realty Trust, L.P., a Maryland limited partnership	[	*]

4650 Old Ironsides Drive	4650 Old Ironsides Dr. Santa Clara, CA 95054	Digital Realty Trust, L.P., a Maryland limited partnership	[	*]

200 North Nash Street	200 North Nash Street El Segundo, CA 90245	Digital Realty Trust, L.P., a Maryland limited partnership	[	*]

731 East Trade Street	731 E. Trade Street Charlotte, NC	Digital Trade Street, LLC, a Delaware limited liability company	[	*]

113 North Myers	113 N. Myers Street Charlotte, NC	113 N. Myers, a Delaware limited liability company	[	*]

125 North Myers	125 N. Myers Charlotte, NC	125 N. Myers, LLC, a Delaware limited liability company	[	*]

600-780 S. Federal	600 S. Federal Street Chicago, IL	Digital Printer’s Square, LLC, a Delaware limited liability company	[	*]

8534 Concord Center Drive	8534 Concord Center Drive Englewood, CO 80112	Digital Concord Center, LLC, a Delaware limited liability company	[	*]

2010 East Centennial Circle	2010 E. Centennial Circle Tempe, AZ 85284	Global ASML, LLC, a California limited liability company	[	*]

4849 Alpha Road	4849 Alpha Road, Dallas, TX (Dallas County)	GIP Alpha, L.P., a Texas limited partnership	[	*]

2323 Bryan Street	2323 Bryan Street, Dallas, TX (Dallas County)	Digital – Bryan Street Partnership, L.P., a Texas limited partnership	[	*]

2440 Marsh Lane	2440 Marsh Lane, Carrolton, TX (Dallas County)	Global Marsh Property Owner, L.P., a Texas limited partnership	[	*]

11830 Webb Chapel Road	11830 Webb Chapel Road, Dallas, TX (Dallas County)	Global Webb, L.P., a Texas limited partnership	[	*]

115 Second Avenue	115 Second Avenue, Waltham, MA (Middlesex County)	Digital Waltham, LLC, a Delaware limited liability company	[	*]

Chemin de l’Epinglier 2	Chemin De L’Epingler 2, 1217 Geneva-Meyrin, Switzerland	Digital Luxemburg Sarl (Lux), a Luxemburg company	[	*]

[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.


Property Name	Address	Record Owner	Book Value¹

251 Exchange Place	251 Exchange Place, Herndon, VA (Fairfax County)	Digital Realty Trust L.P., a Maryland limited partnership	[	*]

7500 Metro Center Drive	7500 Metro Center Drive, Austin, TX (Travis County)	Digital Realty Trust L.P., a Maryland limited partnership	[	*]

7620 Metro Center Drive	7520 Metro Center Drive, Austin, TX (Travis County)	Digital Realty Trust L.P., a Maryland limited partnership	[	*]

3 Corporate Place	3 Corporate Place, Piscataway, New Jersey	Digital Piscataway, LLC, a Delaware limited liability company	[	*]

4025 Midway Road	4025 Midway Road, Carrollton, Texas	Digital Midway L.P., a Texas limited partnership	[	*]

Clonshaugh Industrial Estate	Clonshaugh Industrial Estate, Dublin 17, Ireland	Digital Netherlands III (Dublin) BV, a Netherlands Company	[	*]

Conshaugh LAND ONLY	Clonshaugh Industrial Estate, Dublin 17, Ireland	Digital Realty (Blanchardstown) Limited	[	*]

Paul van Vlissingenstraat 16	Paul van Vlissingenstraat 16, 1096 BK, Amsterdam, Netherlands	Digital Netherlands II BV, a Netherlands Company	[	*]

6800 Millcreek Drive	6800 Millcreek Drive Mississauga, Ontario, Canada	Digital Toronto Nominee, Inc., a British Columbia Company	[	*]

101 Aquila Way	101 Aquila Way, Austell, Georgia	Digital Realty Trust L.P., a Maryland limited partnership	[	*]

12001-12245 North Freeway	12001-12245 North Freeway, Houston, TX (Harris County)	Digital Greenspoint, L.P., a Texas limited partnership	[	*]

14901 FAA Boulevard	14901 FAA Boulevard, Fort Worth, Texas	Digital Centreport L.P., a Texas limited partnership	[	*]

Gyroscoopweg 2E-2F	Gyroscoopweg 2E-2F, Amsterdam, Holland	Digital Netherlands V BV, a Netherlands Company	[	*]

114 Rue Ambroise Croizat	114 Rue Ambroise Croizat, St. Denis, FR	Digital Realty (Paris 2) SCI	[	*]

Unit 9, Blanchardstown Corporate Park	Unit 9, Blanchardstown Corporate Park	Digital Realty (Blanchardstown) LTD	[	*]

1125 Energy Park Drive	1125 Energy Park Drive, St. Paul, MN	MAPP Property, LLC	[	*]

120 E Van Buren	120 E Van Buren, Phoenix, AZ		[	*]

600 Winter Street	600 Winter Street, Waltham, MA	Digital Winter, LLC	[	*]

2300 NW 89th Place	2300 NW 89th Place, Miami, FL	Digital 89^th Place, LLC	[	*]

[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.


Property Name	Address	Record Owner	Book Value¹

2055 East Technology Circle	2055 East Technology Circle, Phoenix, AZ	Digital Arizona Research Park II, LLC	[	*]

21110 Ridgetop Circle	21110 Ridgetop Circle, Sterling, VA	Digital 21110 Ridgetop, LLC	[	*]

3011 Lafayette Street	3011 Lafayette Street, Santa Clara, CA	Digital 3011 Lafayette, LLC	[	*]

44470 Chilum Place	44470 Chilum Place, Ashburn, VA	Digital Ashburn CS, LLC	[	*]

Devin Shafron Dr	Devin Shafron Drive, Ashburn, VA	GIP Stoughton, LLC	[	*]

1807 Michael Faraday Ct	1807 Michael Faraday Ct, Reston, VA	Digital Reston, LLC	[	*]

¹	As of June 30, 2007

[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Schedule 4.01(r)

Leased Real Properties¹


Ground Sublease/Property	Lessee	Lessor	Exp. Date	Annual Rent

2010 East Centennial Circle, Tempe, AZ (Maricopa County)	Global ASML, LLC, a California limited liability company	[*]	December 31, 2082	[*]

2055 East Technology Circle, Tempe, AZ (Maricopa County)	Digital Arizona Research Park II, LLC, a Delaware limited liability company	[*]	December 31, 2082	[*]

101 Aquila Way, Austell, GA (Douglas County)	Digital Aquila, LLC, a Delaware limited liability company	[*]	December 31, 2011	[*]

Paul van Vlissingenstraat, Amsterdam, Netherlands	Digital Netherlands II BV, a Netherlands Company	[*]	April 16, 2054	[*]

Chemin de l’Epinglier 2, Geneva, Switzerland	Digital Luxemburg Sarl (Lux), a Luxemburg company	[*]	July 1, 2074	[*]

Gyroscoopweg 2E-2F Amsterdam 1042 AB, Netherlands	Digital Netherlands V BV, a Netherlands Company	[*]	January 1, 2042 (terms adjust)	[*]

Clonshaugh Industrial Estate, Dublin Ireland	Digital Netherlands III (Dublin) BV, a Netherlands Company	[*]	December 31, 2981	[*]

111 Eighth Avenue, New York, NY (NY County) 7^th Floor 3^rd Floor	[*]	[*]	March 15, 2022	[*]

111 Eighth Avenue, New York, NY (NY County) 2^nd Floor	[*]	[*]	June 30, 2014	[*]

111 Eighth Avenue, New York, NY (NY County) 6^th Floor	[*]	[*]	June 30, 2014	[*]

8100 Boone Boulevard Vienna, VA (Fairfax County) Suite #B-290 and “additional premises”	[*]	[*]	September 14, 2007 (plus 5 yr renewal option)	[*]

¹	As of June 30, 2007

[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Schedule 4.01(s)

Environmental Concerns

PART I

None.

PART II

A.	The following properties are listed or proposed for listing on the NPL or an analogous foreign, state or local list or is adjacent to any such property.

[*]

B.	Asbestos and/or asbestos containing materials are or are presumed to be present, based on the age of the structure, at the following properties .

[*]

[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

C.	Hazardous Material may have been or have been released, discharged or disposed on the following properties.

[*]

[*]	Certain information on this page and the three subsequent pages have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions and pages.

[*]

PART III

None.

[*]	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Schedule 4.01(y)

Part A:

Excluded Subsidiaries and Excluded Subsidiary Agreements


Excluded Subsidiaries		Excluded Subsidiary Agreements

Global Riverside, LLC		$8,775,000 Jackson National Life mortgage
Global Miami Holding Company, LLC		CMBS Loan Agreement
Global Miami Acquisition Company, LLC		CMBS Loan Agreement
Global Brea Holding Company, LLC		CMBS Loan Agreement
Global Brea, LLC		CMBS Loan Agreement
Global Stanford Place II, LLC		$26 million Principal Life mortgage
Global Weehawken Holding Company, LLC		CMBS Loan Agreement
Global Weehawken Acquisition Company, LLC		CMBS Loan Agreement
GIP Granite Manager, LLC		$21 million Allstate mortgage
Global Granite Limited Partner, LLC		$21 million Allstate mortgage
GIP Granite, L.P.		$21 million Allstate mortgage
DRT – Bryan Street, LLC		$57 million Countrywide mortgage
Digital Bryan Street Partnership, L.P.		$57 million Countrywide mortgage
Digital – Bryan Street, LLC		$57 million Countrywide mortgage
Digital Piscataway, LLC		$0 million construction loan/mortgage
Digital Realty (Camperdown House) Ltd.		$24.3 million Bayerische Bank mortgage
Global Marsh General Partner, LLC		$43 million Deutsche Bank mortgage
Global Marsh Limited Partner, LLC		$43 million Deutsche Bank mortgage
Global Marsh Property Owner, L.P.		$43 million Deutsche Bank mortgage
GIP 7^th Street Holding Company, LLC		$60 million Prudential mortgage
GIP 7^th Street, LLC		$60 million Prudential mortgage
GIP Wakefield Holding Company, LLC		CMBS Loan Agreement
GIP Wakefield, LLC		CMBS Loan Agreement
Global Webb, LLC		CMBS Loan Agreement
Global Webb, L.P.		CMBS Loan Agreement
GIP Alpha General Partner, LLC		CMBS Loan Agreement
GIP Alpha Limited Partner, LLC		CMBS Loan Agreement
GIP Alpha, L.P.		CMBS Loan Agreement
200 Paul Holding Company, LLC		Countrywide $81 million mortgage
200 Paul, LLC		Countrywide $81 million mortgage
Digital Toronto Nominee Inc.
MAPP Holding Company LLC		$9.6 million Wells Fargo Mortgage
MAPP Property LLC		$9.6 million Wells Fargo Mortgage
Digital Lakeside Holdings, LLC		Morgan Stanley $100 million mortgage
Digital Lakeside, LLC		Morgan Stanley $100 million mortgage


Digital Trade Street, LLC		$6.0 million AEGON Mortgage
Global Marsh Member LLC		$43 million Deutsche Bank Mortgage
Digital Luxemburg II Sarl
Digital Netherlands I BV
Digital Luxemburg Sarl		$10.1 million Geneva Data Centre mortgage
Digital Netherlands II BV		$14.1 million Amsterdam Data Centre mortgage
Digital Netherlands III (Dublin) BV
Digital Netherlands IV BV
Digital Netherlands V BV		$9.0 million Redbus Data Centre mortgage
2045-2055 Lafayette Street, LLC		Greenwich, $68.0 million mortgage
150 South First Street, LLC		Greenwich, $53,287,500 mortgage
Digital Realty (Blanchardstown) Limited		Credit Suisse, $38,045,000 mortgage (w/Euro=$1.35)
Digital Realty (Management Company) Limited
Digital Realty (Paris 2) SCI		Credit Suisse, $44,251,000 mortgage (w/Euro=$1.35)
Digital Realty (Paris) Sarl
Digital Realty (UK) Limited
Digital Realty (Welwyn)
Waspar Limited
Dreamframe Limited
Dreamleaf Enterprises Limited
Asbury Park Holdings Limited

Part B: Designated Excluded Subsidiaries

Global Lafayette Street, LLC

GIP Fairmont, LLC

Global Lafayette Street Holding Company, LLC

GIP Fairmont Holding Company, LLC

List of Subsidiaries

Exhibit 21.1

List of Subsidiaries of Registrant

(As of August 31, 2010)


Name		Domestic Jurisdiction
1100 Space Park Holding Company, LLC		DE
1100 Space Park, LLC		DE
1201 Comstock Partners, LLC		CA
150 South First Street, LLC		DE
1500 Space Park Holdings, LLC		DE
1500 Space Park Partners, LLC		DE
1525 Comstock Partners, LLC (fka Space Park Partners, LLC)		CA
1550 Space Park Partners, LLC		DE
200 Paul Holding Company, LLC		DE
200 Paul, LLC		DE
2001 Sixth Holdings LLC		DE
2001 Sixth LLC		DE
2045-2055 LaFayette Street, LLC		DE
2334 Lundy Holding Company, LLC		DE
2334 Lundy, LLC		DE
34551 Ardenwood Holding Company, LLC		DE
34551 Ardenwood, LLC		DE
4650 Old Ironsides, LLC		DE
Collins Technology Park Partners, LLC		DE
Digital - Bryan Street Partnership, L.P.		TX
Digital - Bryan Street, LLC		DE
Digital 1 Savvis Parkway, LLC		DE
Digital 1101 Space Park, LLC		DE
Digital 113 N. Myers, LLC		DE
Digital 1201 Comstock, LLC		DE
Digital 125 N. Myers, LLC		DE
Digital 128 First Avenue Ground Lessee, LLC		DE
Digital 128 First Avenue, LLC		DE
Digital 1350 Duane, LLC		DE
Digital 1500 Space Park Borrower, LLC		DE
Digital 1500 Space Park, LLC		DE
Digital 1525 Comstock, LLC		DE
Digital 1550 Space Park, LLC (fka Digital 1500 Space Park, LLC)		DE
Digital 1725 Comstock, LLC		DE
Digital 210 Tucker, LLC		DE
Digital 21110 Ridgetop, LLC		DE
Digital 2121 South Price, LLC		DE
Digital 21561-21571 Beaumeade Circle, LLC		DE
Digital 2260 East El Segundo, LLC		DE
Digital 2950 Zanker, LLC		DE
Digital 3011 Lafayette, LLC		DE
Digital 365 Main, LLC		DE
Digital 365 Randolphville, LLC		DE
Digital 444 Toyama, LLC		DE
Digital 45845-45901 Nokes Boulevard, LLC		DE


Name		Domestic Jurisdiction
Digital 55 Middlesex, LLC		DE
Digital 60 & 80 Merritt, LLC		DE
Digital 650 Randolph, LLC		DE
Digital 717 GP, LLC		DE
Digital 717 Leonard, LP		TX
Digital 717 LP, LLC		DE
Digital 720 2nd, LLC		DE
Digital 7505 Mason King Court, LLC		DE
Digital 833 Chestnut, LLC		DE
Digital 89th Place, LLC		DE
Digital 900 Dorothy, LLC		DE
Digital 900 Walnut, LLC		DE
Digital Above, LLC		DE
Digital Alfred, LLC		DE
Digital Aquila, LLC		DE
Digital Arizona Research Park II, LLC		DE
Digital Ashburn CS, LLC		DE
Digital Asia, LLC		DE
Digital Beaumeade Circle Land, LLC		DE
Digital Business Trust		MD
Digital Centreport, L.P.		TX
Digital Chelsea, LLC		DE
Digital Collins Technology Park Investor, LLC (fka Digital Collins General Partner, LLC)		DE
Digital Concord Center, LLC		DE
Digital Connect, LLC (fka Digital Realty Ireland, LLC)		DE
Digital Greenspoint, L.P.		TX
Digital Greenspoint, LLC		DE
Digital Investment Management Pte. Ltd.		Singapore
Digital Lafayette Chantilly, LLC		DE
Digital Lakeside Holdings, LLC		DE
Digital Lakeside, LLC		DE
Digital Loudoun II, LLC		DE
Digital Luxembourg II Sarl		Luxembourg
Digital Luxembourg III Sarl		Luxembourg
Digital Luxembourg Sarl		Luxembourg
Digital Midway GP, LLC		DE
Digital Midway, L.P.		TX
Digital Netherlands I B.V.		Netherlands
Digital Netherlands II B.V.		Netherlands
Digital Netherlands III (Dublin) B.V.		Netherlands
Digital Netherlands IV B.V.		Netherlands
Digital Netherlands IV Holdings B.V. (fka Digital Netherlands VI (Blanchardstown) B.V.)		Netherlands
Digital Netherlands IX B.V.		Netherlands
Digital Netherlands V B.V.		Netherlands
Digital Netherlands VII B.V.		Netherlands
Digital Netherlands VIII B.V.		Netherlands
Digital Network Services, LLC (fka Sterling Network Services, LLC)		DE
Digital Phoenix Van Buren, LLC		DE
Digital Piscataway, LLC		DE
Digital Printers Square, LLC		DE


Name		Domestic Jurisdiction
Digital Realty (Blanchardstown) Limited		Ireland
Digital Realty (Camperdown House) Limited		Jersey, United Kingdom
Digital Realty (Cressex) Sarl		Luxembourg
Digital Realty (Management Company) Limited		Ireland
Digital Realty (Manchester) Sarl		Luxembourg
Digital Realty (Paris 2) SCI		France
Digital Realty (Paris 3) SCI		France
Digital Realty (Paris) Sarl		France
Digital Realty (Redhill) Sarl		Luxembourg
Digital Realty (St. Denis) Sarl		Luxembourg
Digital Realty (UK) Limited		United Kingdom
Digital Realty (Welwyn) Sarl		Luxembourg
Digital Realty Management France Sarl		France
Digital Realty Management Services, LLC		DE
Digital Realty Mauritius Holdings Limited		Mauritius
Digital Realty Property Manager, LLC		DE
Digital Realty Trust Germany 1 GmbH		Germany
Digital Reston, LLC		DE
Digital Services Phoenix, LLC		DE
Digital Services, Inc.		MD
Digital Singapore 1 Pte. Ltd.		Singapore
Digital Sixth & Virginia, LLC		DE
Digital Toronto Business Trust		MD
Digital Toronto Nominee, Inc.		BC, Canada
Digital Trade Street, LLC		DE
Digital Vienna, LLC		DE
Digital Waltham, LLC		DE
Digital Winter, LLC		DE
DLR, LLC		MD
DLR 700-750 Central, LLC		DE
DLR 800 Central, LLC		DE
DRT Centreport, LLC.		DE
DRT Greenspoint, LLC		DE
DRT-Bryan Street, LLC		DE
GIP 7th Street Holding Company, LLC		DE
GIP 7th Street, LLC		DE
GIP Alpha General Partner, LLC		DE
GIP Alpha Limited Partner, LLC		DE
GIP Alpha, L.P.		TX
GIP Fairmont Holding Company, LLC		DE
GIP Stoughton, LLC		DE
GIP Wakefield Holding Company, LLC		DE
GIP Wakefield, LLC		DE
Global ASML, LLC		CA
Global Brea Holding Company, LLC		DE
Global Brea, LLC		DE
Global Gold Camp Holding Company, LLC		DE
Global Gold Camp, LLC		DE
Global Innovation Sunshine Holdings, LLC		DE
Global Kato HG, LLC		CA
Global Lafayette Street Holding Company, LLC		DE
Global Marsh General Partner, LLC		DE


Name		Domestic Jurisdiction
Global Marsh Limited Partner, LLC		DE
Global Marsh Member, LLC		DE
Global Marsh Property Owner, L.P.		TX
Global Miami Acquisition Company, LLC		DE
Global Miami Holding Company, LLC		DE
Global Riverside, LLC		DE
Global Stanford Place II, LLC		DE
Global Webb L.P.		TX
Global Webb, LLC		DE
Global Weehawken Acquisition Company, LLC		DE
Global Weehawken Holding Company, LLC		DE
Mapp Holding Co., LLC		CA
Mapp Property, LLC		CA
Redhill Park Limited		UK
Sixth & Virginia Holdings, LLC		DE
Waspar Limited		Ireland

Correspondence with the SEC


		505 Montgomery Street, Suite 2000 San Francisco, California 94111-6538 Tel: +1.415.391.0600 Fax: +1.415.395.8095 www.lw.com

		FIRM / AFFILIATE OFFICES


	Abu Dhabi	Moscow
	Barcelona	Munich
	Beijing	New Jersey
	Brussels	New York
	Chicago	Orange County
September 3, 2010	Doha	Paris
	Dubai	Riyadh
	Frankfurt	Rome
VIA EDGAR	Hamburg	San Diego
	Hong Kong	San Francisco
Jennifer Gowetski, Senior Counsel	Houston	Shanghai
Division of Corporation Finance	London	Silicon Valley
Securities and Exchange Commission	Los Angeles	Singapore
100 F. Street, NE	Madrid	Tokyo
Washington, D.C. 20549-6010	Milan	Washington, D.C.

Re:

Digital Realty Trust, L.P.

Amendment No. 1 to Form 10-12G

Filed June 25, 2010

File No. 000-54023

Dear Ms. Gowetski:

On behalf of Digital Realty Trust, L.P. (the “Operating Partnership”), filed herewith is Post-Effective Amendment No. 1 to the Operating Partnership’s Form 10 (the “Form 10”), as filed with the Securities and Exchange Commission on September 3, 2010. The Operating Partnership has amended the Form 10 in response to comments contained in the letter from the staff (the “Staff”) of the Division of Corporation Finance of the United States Securities and Exchange Commission, dated August 20, 2010 (the “Comment Letter”). The responses in this letter are based on representations made by the Operating Partnership to Latham & Watkins LLP for the purpose of preparing this letter.

For ease of review, we have set forth the numbered comments of the Comment Letter and the Operating Partnership’s responses thereto.

September 3, 2010

Page 2

LOGO

Cash Flows, page 46

1.	We note your response to comment 12 in our letter dated July 23, 2010 and the revised disclosure on page 46. Please tell us the basis for your statement that you anticipate you will generate sufficient cash flows from operating activities to fund distributions on an annual basis.

Response: The Operating Partnership anticipates it will generate sufficient cash flows from operating activities to fund distributions on an annual basis because, in each of the last five fiscal years and the first six months of the current fiscal year, the Operating Partnership’s net cash provided by operating activities has exceeded its distribution payments on an annual basis, as shown in the chart below:


Period Ended	Net Cash Provided by Operating Activities		Distribution Payments
June 30, 2010	$	143,072	$	141,791
December 31, 2009	$	283,809	$	150,188
December 31, 2008	$	217,808	$	130,040
December 31, 2007	$	105,655	$	97,081
December 31, 2006	$	99,364	$	78,377
December 31, 2005	$	77,050	$	58,438

In each of the years in the table above other than 2007, the Operating Partnership’s net cash provided by operating activities was insufficient to cover its distribution payments for the first quarter, but caught up to its distribution payments by the second or third quarter. Likewise, the Operating Partnership’s net cash provided by operating activities was insufficient to cover its distribution payments for the three months ended March 31, 2010, but exceeded its distribution payments for the six months ended June 30, 2010. The historical first quarter insufficiency is a result of the fact that the Operating Partnership typically makes two quarterly common unit distribution payments in the first quarter. The Operating Partnership makes the fourth quarter common unit distribution payment in January of the following year and typically makes the first quarter distribution payment on the last day of the first quarter. In 2007, there was no insufficiency in the first quarter, as the first quarter common and preferred unit distribution payment fell in April instead of March due to the fact that the last day of March was a weekend.

Item 6. Executive Compensation

Description of Individual Elements of Compensation, page 61

We note your response to comment 14 in our letter dated July 23, 2010. Please revise to clarify your disclosure on page 61 that target and maximum bonus payout percentages for each of the named executive officers were determined by reference to competitive market data and your disclosure on page 60 that your general partner did not rely on information from your peer group with regard to Mr. Magnuson’s 2009 base salary, bonus targets and long term incentive awards.

Response: The Operating Partnership has revised the referenced disclosure to clarify that Mr. Magnuson’s 2009 base salary and target and maximum bonus payout percentages were, unlike the other named executive officers, not determined by reference to competitive market data or peer group information.

September 3, 2010

Page 3

LOGO

Exhibits

We note your response to comment 18 in our letter dated July 23, 2010 and your request for confidential treatment submitted on August 17, 2010. We will review and provide comments on your request under a separate letter. Please note that we will be unable to clear your registration statement until we have resolved any comments on your request.

Response: The Operating Partnership acknowledges the Staff’s comment.

* * * *

We hope the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (415) 646-8307 with any questions or comments regarding this correspondence.

Very truly yours,

/s/ Keith Benson

Keith Benson

of LATHAM & WATKINS LLP

Enclosures

cc:	Adam F. Turk, United States Securities and Exchange Commission

Joshua A. Mills, Digital Realty Trust, Inc.

Julian T.H. Kleindorfer, Latham & Watkins LLP