**EXHIBIT 10.26** **AMENDMENT    NO. 2 TO CREDIT AGREEMENT** **THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT**(this    “Amendment Agreement”) is made and entered into    as of December 31, 2007 by and among **COGDELL SPENCER    LP**, a Delaware limited partnership    (“Borrower”), **COGDELL SPENCER INC.**, a    Maryland corporation (“CSI”), **EACH    SUBSIDIARY OF THE BORROWER PARTY TO THE GUARANTY**(together    with CSI, collectively, the “Guarantors” and    individually, each a “Guarantor”), **EACH    LENDER SIGNATORY HERETO**(collectively, the    “Lenders” and individually, each a    “Lender”), and **BANK OF AMERICA, N.A.**, as    the administrative agent for the Lenders (in such capacity, the    “Administrative Agent”), Swing Line Lender and    L/C Issuer. **WITNESSETH:** **WHEREAS,**the Administrative Agent, the Lenders party    thereto, the Borrower and CSI have entered into that certain    Credit Agreement dated as of November 1, 2005 (as amended    by that certain Amendment No. 1 to Credit Agreement and    Waiver dated as of August 23, 2006, and as hereby and from    time to time amended, restated, amended and restated, extended,    supplemented, modified or replaced, the “Credit    Agreement”; capitalized terms used herein but not    otherwise defined herein shall have the meanings assigned to    such terms in the Credit Agreement), pursuant to which the    Lenders have agreed to make and have made available to the    Borrower a revolving credit facility in a maximum aggregate    principal amount of $130,000,000 (subject to increase pursuant    to Section 2.14 of the Credit Agreement); and **WHEREAS,**each of the Guarantors has entered into the    Facility Guaranty pursuant to which it has guaranteed the    payment and performance of the obligations of the Borrower under    the Credit Agreement and the other Loan Documents; and **WHEREAS,**the Borrower has requested that a certain    financial covenant in Section 7.12 of the Credit    Agreement be amended, in the manner set forth herein, and the    Administrative Agent and the Lenders, subject to the terms and    conditions contained herein, are willing to effect such    amendment on the terms and conditions contained in this    Amendment Agreement; **NOW, THEREFORE,**in consideration of the premises and    further valuable consideration, the receipt and sufficiency of    which are hereby acknowledged, the parties hereby agree as    follows:     1.  *Amendment to Credit    Agreement.*  Subject to the terms and    conditions set forth herein, Section 7.12(c) of the    Credit Agreement is hereby amended to restate such subsection in    its entirety to read as follows:     “(c) *Consolidated Secured Indebtedness to    Consolidated Total Asset Value    Ratio.*  Maintain at all times a ratio of    Consolidated Secured Indebtedness to Consolidated Total Asset    Value not more than (i) 0.50:1.0 from the Closing Date    through and including June 30, 2007, (ii) 0.40:1.0    from July 1, 2007 through and including September 30,    2007, (iii) 0.50:1.0 from October 1, 2007 through and    including December 31, 2007, and (iv) 0.40:1.0 from    January 1, 2008 and continuing thereafter. This ratio will    be calculated at the end of each reporting period for which this    Agreement requires delivery of financial statements, using the    results of the four consecutive fiscal quarter period of CSI    ending with that reporting period.”     2.  *Consent of the    Guarantors.*  Each Guarantor hereby consents,    acknowledges and agrees to the amendment set forth herein, and    hereby confirms, reaffirms and ratifies in all respects the    Facility Guaranty to which such Guarantor is a party (including    without limitation the continuation of such Guarantor’s    payment and performance obligations thereunder upon and after    the effectiveness of this Amendment Agreement and the amendment    contemplated hereby) and the enforceability of such Facility    Guaranty against such Guarantor in accordance with its terms.

 
    3.  *Full Force and Effect of Credit    Agreement.*  Except as hereby specifically    amended, modified, supplemented or waived, each party hereto    hereby acknowledges and agrees that the Credit Agreement and all    of the other Loan Documents are hereby confirmed and ratified in    all respects and shall remain in full force and effect according    to their respective terms.     4.  *Representations and    Warranties.*  In order to induce the    Administrative Agent and the Lenders to enter into this    Amendment Agreement, the Borrower hereby represents and warrants    to the Administrative Agent and the Lenders as follows:     (a) The representations and warranties of the Borrower and    each Loan Party contained in contained in Article VI    of the Credit Agreement or any other Loan Document or in any    document furnished at any time under or in connection with the    Credit Agreement or any 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 shall    be true and correct as of such earlier date, and except that the    representations and warranties contained in subsections    (a) and (b) of Section 6.05 of the Credit    Agreement shall be deemed to refer to the most recent statements    furnished pursuant to Section 7.01 of the Credit    Agreement;     (b) The Persons appearing as Guarantors on the signature    pages to this Amendment Agreement constitute all Persons who are    required to be Guarantors pursuant to the terms of the Credit    Agreement and the other Loan Documents, including without    limitation all Persons who became Material Subsidiaries or were    otherwise required to become Guarantors after the Closing Date,    and each of such Persons has become and remains a party to the    applicable Facility Guaranty as a Guarantor;     (c) This Amendment Agreement has been duly authorized,    executed and delivered by the Borrower and Guarantors party    hereto and constitutes a legal, valid and binding obligation of    such parties, except as may be limited by general principles of    equity or by the effect of any applicable bankruptcy,    insolvency, reorganization, moratorium or similar law affecting    creditors’ rights generally; and     (d) No Default or Event of Default exists either before or    after giving effect to this Amendment Agreement.     5.  *Conditions to    Effectiveness.*  The effectiveness of this    Amendment Agreement and the amendment to the Credit Agreement    provided herein are subject to the satisfaction of the following    conditions precedent:     (a) receipt by the Administrative Agent of counterparts of    this Amendment Agreement, duly executed by the Borrower, each    Guarantor, the Administrative Agent and the Lenders, sufficient    in number for distribution to the parties hereto;     (b) payment of (i) all reasonable out of pocket fees    and expenses to date of counsel to the Administrative Agent    incurred in connection with the Credit Agreement and the other    Loan Documents and the execution and delivery of this Amendment    Agreement to the extent invoiced prior to the date hereof;    (ii) an upfront fee to each Lender, for the account of each    such Lender, paid to the Administrative Agent, equal to $50,000    multipliedby each such Lender’s Applicable    Percentage as of the date hereof; and (iii) any other fees    separately agreed to be paid in connection herewith; and     (c) such other documents, instruments, certificates,    undertakings and further assurances and other matters as    reasonably requested by the Administrative Agent.     Upon satisfaction of the conditions set forth in this    Section 5, this Amendment Agreement shall be    effective as of the date hereof.     6.  *Counterparts.*  This    Amendment Agreement may be executed in one or more counterparts,    each of which shall be deemed an original but all of which    together shall constitute one and the same instrument. Delivery    of an executed counterpart of a signature page of this Amendment    Agreement by telecopy or electronic format (including .pdf)    shall be effective as delivery of a manually executed original    counterpart of this Amendment Agreement.