2006 Form 10-K Exhibit 10.14





EXHIBIT 10.14
 

FIRST AMENDMENT TO
                     SECOND AMENDED AND RESTATED CREDIT AGREEMENT


THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment"), dated as of December 1, 2006, 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"), the Lenders identified on the signature pages hereto 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 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 (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; and


WHEREAS, the Required Lenders have agreed to such modifications 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. 1 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. 1 Effective Date, the Existing Credit
Agreement is hereby amended in accordance with this Part 2.


SUBPART 2.1Amendment 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, in the aggregate, that is
greater than $500,000,000 less the aggregate amount of any additional term tranches added pursuant to clause (b) below, 

                       


SUBPART 2.2Amendment 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 shall not exceed $500,000,000 less any increases in the
Aggregate Revolving Commitments pursuant to clause (a) above, 



  PART 3

       CONDITIONS TO EFFECTIVENESS


SUBPART 3.1  Amendment No. 1 Effective Date.  This Amendment shall be and become
effective as of the date hereof (the "Amendment No. 1 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 and the Administrative Agent.


SUBPART 3.3   Fees and Expenses.  The Administrative Agent shall have received all
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 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. 1 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 the 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

ORANGE COAST, 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, 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-10150 Old Columbia, LLC

ARE-10505 Roselle Street, LLC

ARE-108 Alexander Road

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, 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, 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-5 RESEARCH PLACE, LLC, a Maryland limited liability company


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

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, LP, 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

















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



AMSOUTH BANK


 

By: /s/ Kerri L. Raines
Name: Kerri L. Raines


Title: Assistant Vice President

THE BANK OF NOVA SCOTIA


 

By: /s/ Mark Sparrow
Name: Mark Sparrow

Title: Director



BANK OF THE WEST


 

By: /s/ Wendy Reed
Name: Wendy Reed

Title: Vice President


 


 

BANK OF THE WEST


 

By: /s/ Chuck Weerasooriya
Name: Chuck Weerasooriya

Title: Senior Vice President


 


 

BMO CAPITAL MARKETS FINANCING, INC.


 

By: /s/ Virginia Neale
Name: Virginia Neale



Title: Vice President

CATHAY UNITED BANK


 

By: /s/ Allen Peng
Name: Allen Peng



Title: EVP & General Manager

CHANG HWA COMMERCIAL BANK, LTD., LOS ANGELES BRANCH


 

By: /s/ Wen Che Chen
Name: Wen Che Chen



Title: Vice President & General Manager

CHEVY CHASE BANK, F.S.B.


 

By: /s/ Frederick H. Denecke
Name: Frederick H. Denecke



Title: Vice President

CITICORP NORTH AMERICA, INC.


 

By: /s/ Malay Kakad
Name: Malay Kakad



Title: Vice President

EUROHYPO AG, NEW YORK BRANCH


 

By: /s/ David Sarner
Name: David Sarner



Title: Director

By: /s/ Stephen Cox
Name: Stephen Cox



Title: Director


 
FORTIS CAPITAL CORP


 

By: /s/ Jack Ali
Name: Jack Ali



Title: Senior Vice President

By: /s/ Alan Krouk
Name: Alan Krouk



Title: Managing Director


 
HUA NAN COMMERCIAL BANK, LTD. LOS ANGELES BRANCH


 

By: /s/ Oliver C.H. Hsu
Name: Oliver C.H. Hsu

Title: VP & General Manager



LAND BANK OF TAIWAN


 

By: /s/ Henry Rong Ching Leu
Name: Henry Rong Ching Leu


Title: VP and General Manager

MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH


 

By: /s/ Nae-Yee Lung
Name: Nae-Yee Lunch


Title: SVP & General Manager


MIDFIRST BANK, A FEDERALLY CHARTERED SAVINGS ASSOCIATION


 

By: /s/ Darrin D. Rigler
Name: Darrin D. Rigler

Title: MidFirst Bank



PACIFIC WESTERN BANK, A CALIFORNIA STATE-CHARTERED BANK


 

By: /s/ Steven Clark
Name: Steven Clark


Title: Vice President


PEOPLE'S BANK


 

By: /s/ Anne Kuchinski
Name: Anne Kuchinski

Title: Vice President



THE ROYAL BANK OF SCOTLAND PLC


 

By: /s/ Neil J. Crawford
Name: Neil J. Crawford


Title: Senior Vice President

SCOTIABANC INC.















By: /s/ William E. Zarrett
Name: Willian E. Zarrett


Title: Managing Director

SOCIETE GENERALE


 

By: /s/ Joseph T. Martinez Jr.
Name: Joseph T. Martinez Jr.


Title: Director


SOVEREIGN BANK


 

By: /s/ T. Gregory Donohue
Name: T. Gregory Donohue


Title: Senior Vice President

STATE BANK OF INDIA, LOS ANGELES AGENCY


 

By: /s/ Sanjiv Chadha
Name: Sanjiv Chadha

Title: Chief Executive Officer



TAIWAN BUSINESS BANK


 

By: /s/ Ben Chou
Name: Ben Chou

Title: VP & General Manager



UBS LOAN FINANCE LLC


 

By: /s/ Richard L. Tavrow
Name: Richard L. Tavrow

Title: Director



By: /s/ Irja R. Otsa
Name: Irja R. Otsa

Title: Associate Director


 


UNION BANK OF CALIFORNIA


 

By: /s/ Angela D. Smailey
Name: Angela D. Smailey

Title: Vice President