DIGITAL REALTY TRUST, L.P. Registration Rights AgreementDigital Realty Trust, Inc. • August 21st, 2006 • Real estate investment trusts • New York
Digital Realty Trust, L.P., a limited partnership organized under the laws of the State of Maryland (the “Operating Partnership”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom you (the “Representatives”) are acting as representatives, its 4.125% Exchangeable Senior Debentures Due 2026 (the “Debentures”), upon the terms set forth in the Purchase Agreement by and among the Operating Partnership, Digital Realty Trust, Inc., a corporation organized under the laws of the State of Maryland (the “Company”), and the Representatives, dated August 9, 2006 (the “Purchase Agreement”), relating to the initial placement (the “Initial Placement”) of the Debentures. In certain circumstances, the Debentures will be exchangeable into shares of common stock, $0.01 par value (the “Common Stock”), of the Company. The Debentures will be fully and unconditionally guaranteed as to the payment of principal and interest by the Company. To induce the Initial Purchasers to
DIGITAL REALTY TRUST, L.P., as Issuer DIGITAL REALTY TRUST, INC., as Guarantor WELLS FARGO BANK, NATIONAL ASSOCIATION, as TrusteeIndenture • August 21st, 2006 • Digital Realty Trust, Inc. • Real estate investment trusts • New York
INDENTURE dated as of August 15, 2006 among Digital Realty Trust, L.P., a Maryland limited partnership (hereinafter called the “Issuer”), Digital Realty Trust, Inc., a Maryland corporation (hereinafter called the “Guarantor” or, in its capacity as general partner of the Issuer, the “General Partner”), each having its principal office at 560 Mission Street, Suite 2900, San Francisco, California 94105, and Wells Fargo Bank, National Association, as trustee hereunder (hereinafter called the “Trustee”).
