Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed, on October 25, 2022, the company, the operating partnership, and certain of the operating partnership's subsidiaries entered into an escrow agreement (the "Escrow Agreement") with Bank of America, N.A., as administrative agent (the "Administrative Agent"), certain lenders (the "Lenders"), and Arnold & Porter Kaye Scholer LLP, as escrow agent (the "Escrow Agent"), pursuant to which the operating partnership, the company, the Administrative Agent and the Lenders delivered executed signature pages to a new term loan agreement among the operating partnership, the company, the Lenders and the Administrative Agent (the "Term Loan Agreement") to be held in escrow by the Escrow Agent and released by the Escrow Agent upon satisfaction of the terms described therein as further described below.

On January 9, 2023, the terms and conditions of the Escrow Agreement were satisfied, and, on such date, the Term Loan was deemed executed and became effective.

The Term Loan Agreement provides for a $740 million senior unsecured term loan facility (the "Term Loan Facility"). The Term Loan Facility provides for borrowings in U.S. dollars. The Term Loan Facility will mature on March 31, 2025, subject to one twelve-month extension option at the operating partnership's option; provided, that the operating partnership must pay a 0.1875% extension fee based on the then-outstanding principal amount of the term loans under the Term Loan Facility.

The Term Loan Facility provides that the term loans thereunder bear interest, at the operating partnership's option, at a rate of (x) from the closing date through the initial maturity date, (i) a term SOFR-based or daily simple SOFR floating interest rate option plus an applicable margin based on the corporate credit rating of our long-term senior unsecured debt of between 0.80% and 1.60% per annum plus a credit spread adjustment of 0.10%, 0.15% or 0.25% (depending on the applicable term SOFR-based interest period) or 0.10% (for daily simple SOFR) or (ii) a base rate interest rate option plus an applicable margin based on the corporate credit rating of our long-term senior unsecured debt of between 0.00% and 0.60% or (y) following the extension of the maturity date, (i) a term SOFR-based or daily simple SOFR floating interest rate option plus an applicable margin based on the corporate credit rating of our long-term senior unsecured debt of between 0.95% and 1.75% per annum plus a credit spread adjustment of 0.10%, 0.15% or 0.25% (depending on the applicable term SOFR-based interest period) or 0.10% (for daily simple SOFR) or (ii) a base rate interest rate option plus an applicable margin based on the corporate credit rating of our long-term senior unsecured debt of between 0.00% and 0.75%. The applicable margin at closing applicable to the term loans under the Term Loan Facility based on a term SOFR-based floating interest rate is 0.95% per annum. We are also required to pay certain fees to the administrative agent under the Term Loan Facility. The Term Loan Facility may be voluntarily prepaid in whole or in part at any time without premium or penalty. Amounts borrowed under the Term Loan Facility and repaid or prepaid may not be reborrowed.



Borrowings under the Term Loan Agreement
ar
e

guaranteed by Digital Realty Trust, Inc., Digital Euro Finco, LLC and Digital
Dutch Finco B.V. In specified circumstances, additional guarantors are required
to be added. The Term Loan Agreement
contains
various restrictive covenants, including limitations on our ability to make
certain investments or merge with another company, and requirements to maintain
financial coverage ratios, including with respect to unencumbered assets. In
addition, the Term Loan Agreement restricts Digital Realty Trust, Inc. from
making distributions to its stockholders, or redeeming or otherwise repurchasing
shares of its capital stock, after the occurrence and during the continuance of
an event of default, except in limited circumstances including as necessary to
enable Digital Realty Trust, Inc. to maintain its qualification as a REIT and to
avoid the payment of income or excise tax. In addition, the Term Loan Agreement
includes
events (including, without limitation, a
non-payment
under the loans, a breach of warranties and representations in any material
respect,
non-compliance
with covenants by a borrower, cross-default for payment defaults and
cross-acceleration for other defaults under material debt or a change of
control) which, if not cured within the time period, if any, specified in the
Term Loan Agreement would constitute an event of default.

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Upon the occurrence and continuance of any such event of default, the lenders holding more than a majority of the commitments and loans may elect to accelerate the outstanding principal and accrued and unpaid interest under the Term Loan Agreement. Further, outstanding principal and accrued and unpaid interest thereon automatically accelerate upon the entry of an order for relief with respect to any borrower under any bankruptcy, insolvency or other similar law.

Certain of the joint lead arrangers and joint bookrunners or their affiliates are customers of ours, and certain other lenders have other relationships with us.

The foregoing description of the Term Loan Agreement is qualified in its entirety by Exhibit 10.1 attached hereto.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance
           Sheet Arrangement of a Registrant.

The description of the Term Loan Agreement in Item 1.01 of this Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.


Exhibit No.      Description

10.1               Term Loan Agreement, dated as of January 9, 2023, among Digital
*                Realty Trust, L.P., as borrower, Digital Realty Trust, Inc.,
                 Digital Dutch Finco B.V., Digital Euro Finco, LLC and the
                 additional guarantors party thereto, Bank of America, N.A., as
                 administrative agent and the lenders named therein.

104              Cover Page Interactive Data File (embedded within the Inline XBRL
                 document).

* Portions of this exhibit have been omitted because such portions (i) are not

material and (ii) would be competitively harmful if publicly disclosed.

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