EXHIBIT
10.1


SECOND AMENDMENT TO 


SECOND
AMENDED AND RESTATED CREDIT AGREEMENT


THIS SECOND
AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),
dated as of May 2, 2007, is entered into among Alexandria Real Estate Equities, Inc., a Maryland corporation (“Parent”),
Alexandria Real Estate Equities, L.P., a Delaware limited partnership (“Operating
Partnership”), ARE-QRS Corp., a Maryland corporation (“QRS”),
ARE Acquisitions, LLC, a Delaware limited liability company (“ARE”), and
the other borrowers set forth on the signature pages hereto (collectively,
together with Parent, Operating Partnership, QRS and ARE, the “Borrowers”), certain lenders party to the Existing Credit
Agreement described below (the “Lenders”), the lenders providing new
commitments identified on the signature pages hereto in respect of the Existing
Credit Agreement (the “Increase Lenders”) and Bank of America,
N.A., as administrative agent (the “Administrative
Agent”).  Terms used but not otherwise defined herein
shall have the meanings provided in the Existing Credit Agreement described
below.


W I T N E S S E T H


WHEREAS, the Borrowers, the Lenders party thereto, and the
Administrative Agent entered into that certain Second Amended and Restated
Credit Agreement dated as of October 31, 2006, as amended by that certain First
Amendment to Second Amended and Restated Credit Agreement dated as of December
1, 2006 (the “Existing Credit Agreement”); 


WHEREAS, the Borrowers have requested that the
Required Lenders agree to amend certain provisions of the Credit Agreement as
hereinafter set forth; 


WHEREAS, the Borrowers have requested that certain
Lenders and the Increase Lenders provide new revolving commitments and/or term
loans as permitted by Section 2.15 of the Existing Credit Agreement in an
amount not to exceed $500,000,000; and


WHEREAS, the Required Lenders and the Increase
Lenders have agreed to such modifications and such new revolving commitments
and/or term loans on the terms and conditions set forth herein.


NOW, THEREFORE,
in consideration of the agreements hereinafter set forth, and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:











PART 1


DEFINITIONS


SUBPART 1.1                 Certain Definitions. 
Unless otherwise defined herein or the context otherwise requires, the
following term used in this Amendment, including its preamble and recitals,
have the following meanings:


“Amendment No. 2
Effective Date” is defined in Subpart 3.1.


SUBPART 1.2                 Other Definitions. 
Unless otherwise defined herein or the context otherwise requires, terms
used in this Amendment, including its preamble and recitals, have the meanings
provided in the Existing Credit Agreement.


PART 2


AMENDMENT
TO EXISTING CREDIT AGREEMENT


Effective on (and subject to
the occurrence of) the Amendment No. 2 Effective Date, the Existing Credit
Agreement is hereby amended in accordance with this Part 2.


SUBPART 2.1                 Amendments to Section 1.01. 


(a)                                  The following new
definitions are hereby added to Section 1.01 of the Existing Credit Agreement
in the appropriate alphabetical order:


“Second
Amendment Effective Date” shall mean May 2, 2007.


“Term
A-1 Lenders” means Lenders with a Term A-1 Loan Commitment or holding Term
A-1 Loans.


“Term
A-1 Loan” means a Term A-1 Loan of any type made to Borrowers by the Term
A-1 Lenders in accordance with their Applicable Percentage pursuant to
Section 2.01(c).


“Term
A-1 Loan Amount” means, at any time, the aggregate principal amount of the
Term A-1 Loans outstanding, which on the Second Amendment Effective Date is
equal to $150,000,000.


“Term
A-1 Loan Commitment” means, as to each Term A-1 Lender, its obligation to
make a Term A-1 Loan to the Borrowers pursuant Section 2.01(c), in an
aggregate principal amount on the Second Amendment Effective Date not to exceed
the amount set forth opposite such Term A-1 Lender’s name on Schedule 2.01A
or the amount set forth in the Assignment and Assumption pursuant to which such
Term A-1 Lender becomes a party hereto, as applicable.


(b)                                 The following definitions are hereby amended
and restated in their entireties to read as follows:


“Aggregate
Revolving Commitments” means all Revolving Commitments of the Revolving
Lenders.  As of the Second Amendment
Effective Date, the Aggregate Revolving Commitments are equal to
$1,150,000,000.











“Term
Lenders” means the Term A Lenders, Term A-1 Lenders and any other Term
Lenders holding a Term Loan pursuant to Section 2.15.


“Term
Loan” means a Term A Loan, a Term A-1 Loan or any other term loan made
pursuant to Section 2.15.


“Term Loan Amount”
means, at any time, the Term A Loan Amount plus the Term A-1 Loan Amount plus
the aggregate outstanding principal amount of all other Term Loans.


SUBPART 2.2                 Amendment to Section 2.01.  A new clause (c) is hereby
added to Section 2.01 of the Existing Credit Agreement to read as follows: 


(c)                                  Term A-1 Loan. 
Subject to the terms and conditions set forth herein, each Term A-1
Lender severally agrees to fund the portion of the Term A-1 Loan Amount
represented by its Term A-1 Loan Commitment to the Borrowers on the Second
Amendment Effective Date in an aggregate amount not to exceed such Term A-1
Lender’s Term A-1 Loan Commitment or the Term A-1 Loan Amount.  The Term A-1 Loan shall be made in one draw
on the Second Amendment Effective Date. 
To the extent all or any portion of the Term A-1 Loans are repaid or
prepaid, they may not be reborrowed.  On
the Second Amendment Effective Date, all Term A-1 Loans shall be Base Rate
Loans unless the Borrowers shall have delivered at least three Business Days
prior to the Second Amendment Effective Date, a funding indemnity letter in
form and substance reasonably satisfactory to the Administrative Agent.  Thereafter, Term A-1 Loans may be Base Rate
Loans or Eurodollar Rate Loans, as further provided herein.


SUBPART 2.3                 Amendment to Section 2.15(a).  Clause (iv) contained in
Section 2.15(a) of the Existing Credit Agreement is hereby amended and restated
to read as follows: 


(iv) the Aggregate Revolving Commitments shall not be increased by an
amount after the Second Amendment Effective Date, in the aggregate, that is
greater than $500,000,000 less the aggregate amount of any additional term
tranches added after the Second Amendment Effective Date pursuant to clause (b)
below, 


SUBPART 2.4                 Amendment to Section 2.15(b).  Clause (iv) contained in
Section 2.15(b) of the Existing Credit Agreement is hereby amended and restated
to read as follows: 


(iv)  the aggregate amount of
such term tranches after the Second Amendment Effective Date shall not exceed
$500,000,000 less any increases in the Aggregate Revolving Commitments after
the Second Amendment Effective Date pursuant to clause (a) above, 


SUBPART 2.5                 Amendment to Schedules.  Schedule 2.01A of the Existing Credit
Agreement is hereby amended and restated in its entirety to read as set forth
in Exhibit A hereto.











PART 3


CONDITIONS TO EFFECTIVENESS


SUBPART
3.1                 Amendment No. 2 Effective Date.  This
Amendment shall be and become effective as of the date hereof (the “Amendment
No. 2 Effective Date”) when all of the conditions set forth in this Part
3 shall have been satisfied, and thereafter this Amendment shall be known,
and may be referred to, as the “Amendment”.


SUBPART
3.2                 Execution of Counterparts of Amendment.  The
Administrative Agent shall have received counterparts of this Amendment, which
collectively shall have been duly executed on behalf of each of the Borrowers,
the Required Lenders, the Increase Lenders and the Administrative Agent.


SUBPART
3.3                 Officer’s Certificate.  The
Administrative Agent shall have received a certificate signed by a Responsible
Officer of the Borrowers stating that (i) no Default or Event of Default exists
before or after giving effect to this Amendment on the Second Amendment
Effective Date and (ii) the representations and warranties contained in
Article V of the Existing Credit Agreement and the other Loan Documents
are true and correct in all material respects, on and as of the date hereof,
except to the extent that such representations and warranties specifically
refer to an earlier date, in which case, they are true and correct in all
material respects as of such earlier date, except that the representations and
warranties contained in subsections (a) and (b) of Section 5.05 of the Existing Credit Agreement shall
be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and (b), respectively, of Section 6.01 of the Existing
Credit Agreement.


SUBPART
3.4                 Prepayments.   If
any Revolving Loans are outstanding on the date hereof, the Borrowers shall
have prepaid (provided that any such prepayment shall be subject to Section
3.05 of the Existing Credit Agreement) one or more existing Revolving Loans (or
in the case of the addition of any new Lender, prepay and reborrow the outstanding
Revolving Loans) in an amount necessary such that after giving effect to the
increase in the Aggregate Revolving Commitments, each Lender will hold its
Applicable Percentage (based on its Revolving Commitment of the revised
Aggregate Revolving Commitments) of outstanding Revolving Loans.


SUBPART
3.5                 Execution of Lender Joinder Agreements.  The
Administrative Agent shall have received counterparts of Lender Joinder
Agreements from any Increase Lender who is not currently a Lender, which
collectively shall have been duly executed by the Parent on behalf of each of
the Borrowers, the applicable Increase Lender and the Administrative Agent.


SUBPART 3.6                 Fees and Expenses.  The
Administrative Agent shall have received all reasonable out-of-pocket costs and
expenses of the Administrative Agent in connection with the preparation,
execution and delivery of this Amendment (including without limitation the
reasonable fees and expenses of Moore & Van Allen PLLC, special counsel to
the Administrative Agent to the extent the Borrowers have received an invoice
prior to the Amendment No. 2 Effective Date).











PART 4


MISCELLANEOUS


SUBPART 4.1                Representations and Warranties.  The
Borrowers hereby represent and warrant to the Administrative Agent and the
Lenders that, after giving effect to this Amendment, (a) no Default or Event of
Default exists under the Existing Credit Agreement and (b) the representations
and warranties set forth in Article V of the Existing Credit Agreement are true
and correct in all material respects on and as of the date hereof, subject to
the limitations set forth therein, as if made on and as of such date (except to
the extent such representations and warranties expressly relate to another date
in which case such representations and warranties shall be true and correct in
all material respects as of such date). 


SUBPART
4.2                Ratification of Credit Documents.


(a)                                  The term “Credit Agreement” as used in each
of the Loan Documents shall hereafter mean the Existing Credit Agreement as
amended and modified by this Amendment. 
Except as herein specifically agreed, the Existing Credit Agreement, as
amended by this Amendment, is hereby ratified and confirmed and, together with
the other Loan Documents, shall remain in full force and effect according to
its terms.


(b)                                 The Borrowers acknowledge and consent to the
modifications set forth herein and agree that this Amendment does not impair,
reduce or limit any of its respective obligations under the Loan Documents and
that, after the date hereof, this Amendment shall constitute a Loan Document.


SUBPART
4.3                Authority/Enforceability.


(a)                                  The Borrowers represent and warrant to the
Administrative Agent as follows:


(i)                                     They have taken all necessary action to
authorize the execution, delivery and performance of this Amendment.


(ii)                                  This Amendment has been duly executed and
delivered by the Borrowers and constitute the Borrowers’ legal, valid and
binding obligation, enforceable in accordance with its terms, except as such
enforceability may be subject to (A) bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting creditors’ rights generally and (B) general principles of equity
(regardless of whether such enforceability is considered in a proceeding at law
or in equity).


(iii)                               The execution and delivery of this Amendment
does not (A) violate, contravene or conflict with any provision of their
Organizational Documents or (B) materially violate, contravene or conflict
with any Law applicable to them.


SUBPART
4.4                Cross-References. 
References in this Amendment to any Part or Subpart are, unless
otherwise specified, to such Part or Subpart of this Amendment.


SUBPART
4.5                Counterparts/Telecopy.  This
Amendment may be executed by the parties hereto in several counterparts, each
of which shall be deemed to be an original and all of which shall constitute
together but one and the same agreement. 
Delivery of executed counterparts of this Amendment by 











telecopy or other electronic
means shall be effective as an original and shall constitute a representation
that an original shall be delivered.


SUBPART
4.6                 Governing Law.  THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF
THE STATE OF NEW YORK.


SUBPART
4.7                 Successors and Assigns.  This
Amendment shall be binding upon and inure to the benefit of the parties hereto
and their respective successors and assigns.


[Remainder of Page
Intentionally Left Blank]











IN WITNESS WHEREOF, the parties hereto have executed this Amendment
to the Credit Agreement as of the date first above written.


	
  BORROWERS:

  	
  ALEXANDRIA REAL ESTATE EQUITIES, INC.,

  
	
   

  	
  a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ALEXANDRIA REAL ESTATE EQUITIES, L.P., a 

  
	
   

  	
  Delaware limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ARE-QRS Corp., a Maryland corporation, general 

  
	
   

  	
   

  	
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARE-QRS CORP., a Maryland corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARE ACQUISITIONS, LLC, a Delaware limited 

  
	
   

  	
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ARE-QRS Corp., a Maryland corporation, 

  
	
   

  	
   

  	
  managing member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
								



 











 


	
  

  	
  ARE-1201/1208 EASTLAKE AVENUE, LLC

  	 

	
   

  	
  ARE-1208 EASTLAKE AVENUE, LLC

  	 

	
   

  	
  ARE-HARBOR BAY NO. 4, LLC

  	 

	
   

  	
  ARE-EASTLAKE AVENUE NO. 3, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 23, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 26, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 28, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 30, LLC

  	 

	
   

  	
  ARE-SAN FRANCISCO NO. 26, LLC

  	 

	
   

  	
  ARE-SEATTLE NO. 10, LLC

  	 

	
   

  	
  ARE-SEATTLE NO. 12, LLC

  	 

	
   

  	
  ARE-SEATTLE NO. 16, LLC

  	 

	
   

  	
  LMC STORAGE, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 13, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 14, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 19, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 20, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 21, LLC

  	 

	
   

  	
  ARE-MARYLAND NO. 23, LLC

  	 

	
   

  	
  ARE-MD NO. 1, LLC

  	 

	
   

  	
  ARE-PA REGION NO. 6, LLC

  	 

	
   

  	
  ARE-SAN FRANCISCO NO. 15, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 25, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 33, LLC

  	 

	
   

  	
  JC TWINS, LLC

  	 

	
   

  	
  ARE-SEATTLE NO. 20, LLC

  	 

	
   

  	
  ARE-SAN FRANCISCO NO. 25, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 35, LLC

  	 

	
   

  	
  ARE-EAST RIVER SCIENCE PARK, LLC

  	 

	
   

  	
  ARE-SAN FRANCISCO NO. 29, LLC

  	 

	
   

  	
  ARE-SEATTLE NO. 15, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 32, LLC

  	 

	
   

  	
  SAR ENTERPRISES, LLC

  	 

	
   

  	
  JSW INDUSTRIES, LLC

  	 

	
   

  	
  123 AUCTION, LLC

  	 

	
   

  	
  ARE-SAN FRANCISCO NO. 33, LLC

  	 

	
   

  	
  ARE-MA REGION NO. 34, LLC

  	 

	
   

  	
  ARE-SEATTLE NO. 19, LLC

  	 

	
   

  	
  ARE-NC REGION NO. 7, LLC, each a Delaware 

  	 

	
   

  	
  limited liability company

  	 

	
   

  	
   

  	 

	
   

  	
  By:  Alexandria Real Estate Equities,
  L.P., a Delaware 

  	 

	
   

  	
  limited partnership, their sole member

  	 

	
   

  	
   

  	 

	
   

  	
   

  	
  By:  ARE-QRS Corp., a Maryland

  	 

	
   

  	
   

  	
  corporation, general partner

  	 

	
   

  	
   

  	
   

  	 

	
   

  	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  	 

	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  	 

							












 


	
  

  	
  ARE-10505 ROSELLE STREET, LLC

  
	
   

  	
  ARE-108 ALEXANDER ROAD, LLC

  
	
   

  	
  ARE-150/154 TECHNOLOGY PARKWAY, LLC

  
	
   

  	
  ARE-170 WILLIAMS DRIVE, LLC

  
	
   

  	
  ARE-19 FIRSTFIELD ROAD, LLC

  
	
   

  	
  ARE-2425/2400/2450 GARCIA BAYSHORE, LLC

  
	
   

  	
  ARE-2625/2627/2631 HANOVER, LLC

  
	
   

  	
  ARE-279 PRINCETON ROAD, LLC

  
	
   

  	
  ARE-3005 FIRST AVENUE, LLC

  
	
   

  	
  ARE-3770 TANSY STREET, LLC

  
	
   

  	
  ARE-480 ARSENAL STREET, LLC

  
	
   

  	
  ARE-5 TRIANGLE DRIVE, LLC

  
	
   

  	
  ARE-500 ARSENAL STREET, LLC

  
	
   

  	
  ARE-6146 NANCY RIDGE, LLC

  
	
   

  	
  ARE-7030 KIT CREEK, LLC

  
	
   

  	
  ARE-770/784/790 MEMORIAL DRIVE, LLC

  
	
   

  	
  ARE-819/863 MITTEN ROAD, LLC

  
	
   

  	
  ARE-EAST JAMIE COURT, LLC

  
	
   

  	
  ARE-NEXUS CENTRE II, LLC

  
	
   

  	
  ARE-129/153/161 HILL STREET, LLC

  
	
   

  	
  ARE-14 FIRSTFIELD ROAD, LLC

  
	
   

  	
  ARE-700/730 SOUTH RAYMOND, LLC

  
	
   

  	
  ARE-100/800/801 CAPITOLA, LLC, each a Delaware 

  
	
   

  	
  limited liability company

  
	
   

  	
   

  
	
   

  	
  By:  Alexandria Real Estate Equities,
  L.P., a Delaware 

  
	
   

  	
  limited partnership, their managing member

  
	
   

  	
   

  
	
   

  	
   

  	
  By:  ARE-QRS Corp., a Maryland

  
	
   

  	
   

  	
  corporation, general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  	 

	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
							












 


	
  

  	
  ARE-MARYLAND NO. 25, LLC

  
	
   

  	
  ARE-MARYLAND NO. 26, LLC

  
	
   

  	
  ARE-MARYLAND NO. 27, LLC

  
	
   

  	
  ARE-MARYLAND NO. 31, LLC

  
	
   

  	
  ARE-MARYLAND NO. 32, LLC

  
	
   

  	
  ARE-5 RESEARCH PLACE, LLC, each a

  
	
   

  	
  Maryland limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Alexandria Real Estate Equities, L.P., a Delaware
  limited partnership, their sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARE-QRS Corp., a Maryland corporation, 

  
	
   

  	
   

  	
   

  	
  general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARE-10933 NORTH TORREY PINES, LLC

  
	
   

  	
  ARE-11099 NORTH TORREY PINES, LLC, each a 

  
	
   

  	
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Alexandria Real Estate Equities, Inc., a Maryland 

  
	
   

  	
   

  	
  corporation, their managing member

  
	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARE-381 PLANTATION STREET, LLC

  
	
   

  	
  ARE-60 WESTVIEW, LLC

  
	
   

  	
  ARE-ONE INNOVATION DRIVE, LLC, each a 

  
	
   

  	
  Delaware limited liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AREE-Holdings, L.P., a Delaware limited 

  
	
   

  	
   

  	
  partnership, their managing member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARE-GP Holdings QRS Corp., a 

  
	
   

  	
   

  	
   

  	
  Delaware corporation, general partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
														



 















	
  

  	
  ARE-PA REGION NO. 3, L.P.

  
	
   

  	
  ARE-PA REGION NO. 4, L.P.

  
	
   

  	
  ARE-702 ELECTRONIC DRIVE,
  L.P., each a Delaware

  
	
   

  	
  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  AREE-Holdings, L.P., a
  Delaware limited

  
	
   

  	
   

  	
  partnership, their general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARE-GP Holdings QRS Corp.,
  a Delaware

  
	
   

  	
   

  	
   

  	
  corporation, general
  partner

  
	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARE-VIRGINIA NO. 2, LLC, a
  Delaware limited

  
	
   

  	
  liability company

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  ARE-Virginia No. 2 Member,
  LLC, a Delaware

  
	
   

  	
   

  	
  limited liability company,
  manager

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Alexandria Real Estate
  Equities, Inc., a Maryland

  
	
   

  	
   

  	
  corporation, sole member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ARE-MARYLAND NO. 7 CORP.

  
	
   

  	
  ARE-MARYLAND NO. 8 CORP.,
  each a Maryland

  
	
   

  	
  corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
							












 


	
  

  	
  ARE-MARYLAND NO. 30, LLC,
  a Maryland limited

  
	
   

  	
  liability company

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ARE-Maryland No. 29, LLC,
  a Delaware limited

  
	
   

  	
   

  	
  liability company, sole
  member

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Alexandria Real Estate
  Equities, L.P., a Delaware

  
	
   

  	
   

  	
  limited partnership, sole
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARE-QRS Corp., a Maryland
  corporation, 

  
	
   

  	
   

  	
   

  	
  general partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ARE-SAN FRANCISCO NO. 21,
  L.P., a California

  
	
   

  	
  limited partnership

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ARE-San Francisco No. 21
  GP, LLC, a Delaware

  
	
   

  	
   

  	
  limited liability company,
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  Alexandria Real Estate
  Equities, L.P., a Delaware

  
	
   

  	
   

  	
  limited partnership, sole
  member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  ARE-QRS Corp., a Maryland
  corporation,

  
	
   

  	
   

  	
   

  	
  general partner

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
								












 


	
  

  	
  JBC ENDEAVORS, LLC, a
  Delaware limited liability

  
	
   

  	
  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ORANGE COAST, LLC, a
  Delaware limited liability

  
	
   

  	
  company

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Dean A. Shigenaga

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Dean A. Shigenaga

  
	
   

  	
   

  	
  Title:

  	
  Chief Financial Officer

  
						



 











 


	
  ADMINISTRATIVE AGENT:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kathleen M. Carry

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kathleen M. Carry

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  LENDERS:

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as a Lender, L/C Issuer, and Swing Line Lender

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Johnson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James P. Johnson

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CITICORP NORTH AMERICA, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ricardo James

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ricardo James

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jed Richardson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jed Richardson

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  SCOTIABANC INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William E. Zarrett

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William E. Zarrett

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					












 


	
  

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David B. Julie

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David B. Julie

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Irja R. Osa

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Irja R. Osa

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  HSH NORDBANK AG, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jack V. Confusione

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jack V. Confusione

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jeffrey J. O’Brien

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Jeffrey J. O’Brien

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOCIETE GENERALE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph T. Martinez Jr.

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Joseph T. Martinez Jr.

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SUNTRUST BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory T. Horstman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory T. Horstman

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  CALYON NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul T. Ragusin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Paul T. Ragusin

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John A. Wain

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John A. Wain

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					












 


	
  

  	
  EUROHYPO AG, NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Lippman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Lippman

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ John Hayes

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John Hayes

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  UNION BANK OF CALIFORNIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Angela D. Smailey

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Angela D. Smailey

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  BANK OF THE WEST

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chuck Weerasooriya

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chuck Weerasooriya

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Janet Manista

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Janet Manista

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  FIRST HORIZON BANK,

  
	
   

  	
  a division of First Tennessee Bank, NA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kenneth W. Rub

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kenneth W. Rub

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  MEGA INTERNATIONAL COMMERCIAL

  
	
   

  	
  BANK CO., LTD. NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Tsang-Pei Hsu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Tsang-Pei Hsu

  
	
   

  	
   

  	
  Title:

  	
  VP & Deputy General Manager

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  ERSTE BANK DER OESTERREICHISCHEN

  
	
   

  	
  SPARKASSEN AG

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gregory Aptman

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Gregory Aptman

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  
					












 


	
  

  	
  By:

  	
  /s/ Bryan Lynch

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bryan Lynch

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  SOVEREIGN BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ T. Gregory Donohue

  	
   

  
	
   

  	
   

  	
  Name:

  	
  T. Gregory Donohue

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brett E. Thompson

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Brett E. Thompson

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  PEOPLE’S BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anne Kuchinski

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Anne Kuchinski

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  PB (USA) REALTY CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ann Wilhelm

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Ann Wilhelm

  
	
   

  	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Peter Hannigan

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Peter Hannigan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  PACIFIC WESTERN BANK, A CALIFORNIA STATE-

  
	
   

  	
  CHARTERED BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hala El-Oraby

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hala El-Oraby

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					












 


	
  

  	
  MIDFIRST BANK, A FEDERALLY

  
	
   

  	
  CHARTERED SAVINGS ASSOCIATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Darrin D. Rigler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Darrin D. Rigler

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MERRILL LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Louis Adler

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Louis Adler

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  LAND BANK OF TAIWAN

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Chien-Ching Li

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Chien-Ching Li

  
	
   

  	
   

  	
  Title:

  	
  AVP & Deputy General Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  HUA NAN COMMERCIAL BANK, LTD. LOS ANGELES 

  
	
   

  	
  BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Oliver C.H. Hsu

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Oliver C.H. Hsu

  
	
   

  	
   

  	
  Title:

  	
  VP & General Manager

  
	
   

  	
   

  
	
   

  	
  COMPASS BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Johanna Duke Paley

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Johanna Duke Paley

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Graycheck

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James Graycheck

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					












 


	
  

  	
  CHEVY CHASE BANK, F.S.B.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frederick H. Denecke

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Frederick H. Denecke

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BMO CAPITAL MARKETS FINANCING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Virginia Neale

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Virginia Neale

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
  THE BANK OF TOKYO – MITSUBISHI UFJ,

  
	
   

  	
  LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Yoichi Orikasa

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Yoichi Orikasa

  
	
   

  	
   

  	
  Title:

  	
  Vice President & Manager

  
	
   

  	
   

  
	
   

  	
  UNITED OVERSEAS BANK LIMITED, LOS ANGELES 

  
	
   

  	
  AGENCY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hoong Chen

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Hoong Chen

  
	
   

  	
   

  	
  Title:

  	
  SVP & GM

  
	
   

  	
   

  
	
   

  	
  EMIGRANT REALTY FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas G. Devine

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Thomas G. Devine

  
	
   

  	
   

  	
  Title:

  	
  Managing Director & Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIRST COMMERCIAL BANK, NEW YORK AGENCY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce Ju

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Bruce Ju

  
	
   

  	
   

  	
  Title:

  	
  SVP & General Manager

  
					












 


	
  

  	
  BANK OF EAST ASIA, LTD., NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stanley H. Kung

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Stanley H. Kung

  
	
   

  	
   

  	
  Title:

  	
  SVP & Chief Lending Officer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Danny Leung

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Danny Leung

  
	
   

  	
   

  	
  Title:

  	
  SVP & Controller