EX-10.49




 Exhibit 10.49 
 Execution Version 
 AMENDMENT NO. 3 TO CREDIT AGREEMENT 

This AMENDMENT NO. 3 TO CREDIT AGREEMENT, dated as of January 31, 2012 (this “Amendment”),
is made by and among COGDELL SPENCER LP, a Delaware limited partnership (the “Borrower”), COGDELL SPENCER INC., a Maryland corporation (“CSI”), EACH LENDER PARTY HERETO, EACH OF THE UNDERSIGNED
GUARANTORS and BANK OF AMERICA, N.A., as Administrative Agent for the Lenders (in such capacity, the “Agent”). 
 RECITALS: 
 WHEREAS, the Borrower, CSI, the Agent
and the lenders party thereto (collectively, the “Lenders” and individually, a “Lender”) have entered into that certain Credit Agreement dated as of August 2, 2011 (as amended by Amendment No. 1 dated
November 1, 2011, Amendment No. 2 dated December 22, 2011, as hereby amended and as from time to time further amended, modified, supplemented, restated, or amended and restated, the “Credit Agreement”), pursuant to
which the Lenders have made available to the Borrower a term loan facility; capitalized terms used in this Amendment not otherwise defined herein shall have the definitions set forth in the Credit Agreement; and 

WHEREAS, the Guarantors and the Agent have entered into a Guaranty Agreement dated as of August 2, 2011 (the
“Guaranty Agreement”); and 
 WHEREAS, Section 5A.04(e) of the Credit Agreement
requires the delivery to the Agent of consents and acknowledgements from the ground lessors of certain Borrowing Base Properties by February 1, 2012 and the Borrower has not been able to obtain such a consent and acknowledgement with respect to
the Property referred to as “Methodist Professional Center I” on Schedule 5A.04(d) of the Credit Agreement within such time period; and 
 WHEREAS, the Borrower has requested that the Agent and the Lenders agree to amend certain terms of the Credit Agreement, and the Agent and the Lenders party hereto are willing to effect such
amendments upon the terms and conditions contained in this Amendment; and 
 NOW, THEREFORE, in
consideration of the premises and further valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 

1. Amendment to Credit Agreement. Subject to the conditions set forth in Section 2, the Credit
Agreement is hereby amended, effective as of the date hereof, as follows: Section 5A.04(e) is amended to delete “of the Closing Date” after “by February 1, 2012” in each of the third and fourth sentences thereof
and to insert “(or July 1, 2012 in the case of the Property referred to on Schedule 5A.04(d) as Methodist Professional Center I)” after “by February 1, 2012” in each of such third and fourth sentences.

 2. Effectiveness; Conditions Precedent. Upon receipt by the Agent of counterparts of this
Amendment, duly executed by the Borrower, the Guarantors, the Agent and the Required Lenders, this Amendment shall be effective as of the date hereof. 








 3. Representations and Warranties. In order to induce the
Agent and the Lenders to enter into this Amendment, the Borrower represents and warrants to the Agent and the Lenders as follows: 
 (a) The representations and warranties made by it in Article VI of the Credit Agreement are true and correct on and as of the date hereof after giving effect to this Amendment, except to the extent
that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties are true and correct as of such earlier date; 

(b) This Amendment has been duly authorized, executed and delivered by the Borrower and constitutes a
legal, valid and binding obligation of such party, 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 
 (c) No Default or Event of Default exists. 

4. Entire Agreement. This Amendment, together with the Loan Documents (collectively, the “Relevant
Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No
promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties
hereto acknowledges that, except as otherwise expressly stated in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other. None of the terms or conditions of this Amendment
may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 11.01 of the Credit Agreement. 
 5. Full Force and Effect of Agreement. Except as hereby specifically amended, modified or supplemented, the Borrower 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. 
 6. Counterparts. This Amendment 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 by telecopy or electronic format (including .pdf) shall be effective as delivery of a manually executed original counterpart of this Amendment. 

7. Governing Law. This Amendment shall in all respects be governed by, and construed in accordance with,
the laws of the State of New York. 
 8. Enforceability. Should any one or more of the provisions
of this Amendment be determined to be illegal or unenforceable as to one or more of the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 








 9. Successors and Assigns. This Amendment shall be binding
upon and inure to the benefit of the Borrower, the Agent and each Lender and their respective successors and assignees to the extent such assignees are permitted assignees as provided in Section 11.06 of the Credit Agreement. 

10. Expenses. Without limiting the provisions of Section 11.04 of the Credit Agreement, the
Borrower agrees to pay all reasonable out of pocket costs and expenses (including without limitation reasonable legal fees and expenses) incurred before or after the date hereof by the Agent and its Affiliates in connection with the preparation,
negotiation, execution, delivery and administration of this Amendment. 
 11. Consent of the
Guarantors. Each Guarantor hereby consents, acknowledges and agrees to the amendments set forth herein and hereby confirms and ratifies in all respects the Loan Documents to which such Person is a party (including without limitation the
continuation of such Person’s payment and performance obligations and the effectiveness and priority of any Liens granted thereunder, in each case upon and after the effectiveness of this Amendment and the amendments contemplated hereby) and
the enforceability of such Loan Documents against such Person in accordance with its terms. 
 [Signature pages follow.]









 IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 3
to Credit Agreement to be made, executed and delivered by their duly authorized officers as of the day and year first above written. 
  

							
		 		 	 COGDELL SPENCER LP, a Delaware limited
 partnership

				
		 		 	By:	 	 CS Business Trust I, a Maryland
 Statutory Trust, its General Partner


  

									
					
		 		 		 	    By:  	 	 
		 		 		 	     Name: Charles M. Handy
     Title: Chief Financial Officer and Trustee


  

							
		 		 	COGDELL SPENCER INC., as Guarantor
				
		 		 	By:	 	 
		 		 	Name: Charles M. Handy
		 		 	Title: Chief Financial Officer


  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page 









 GUARANTORS: 
 ERDMAN COMPANY, a Wisconsin corporation 
  

			
	By:	 	 
		 	 Name: Charles M. Handy

Title: Chief Financial Officer


 CS BUSINESS TRUST I, a Maryland Statutory Trust 
 CS BUSINESS TRUST II, a Maryland Statutory Trust 
  

			
	By:	 	 
		 	 Name: Charles M. Handy

Title: Chief Financial Officer and Trustee


 COGDELL SPENCER ADVISORS MANAGEMENT, 
 LLC, a Delaware limited liability company 
  

			
	By:	 	 
		 	 Name: Charles M. Handy

Title: Manager


  
 AUGUSTA MEDICAL PARTNERS, LLC, 

a Georgia limited liability company 
 CAROLINA FOREST PLAZA, LLC, a South 
 Carolina limited liability company

 FRANCISCAN DEVELOPMENT COMPANY, 
 LLC, a North Carolina limited liability company 
 200 ANDREWS, LLC, a South Carolina limited

 liability company 

INDIANAPOLIS MOB, LLC, an Indiana limited liability 
 company 
 EAST JEFFERSON MEDICAL PLAZA, LLC, a 

Louisiana limited liability company 
 BEAUFORT MEDICAL PLAZA, LLC, a South Carolina 
 limited liability company

 RIVER HILLS MEDICAL ASSOCIATES, LLC, a South 
 Carolina limited liability company 
  

			
	By:	 	Cogdell Spencer Advisors Management, LLC, a Delaware limited liability company, its Manager

  

					
		 	By:	 	 
		 	 Name: Charles M. Handy
 Title: Manager



  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page 









 CABARRUS POB, LP, a North Carolina 

limited partnership 
 COGDELL INVESTORS (BIRKDALE), LP, 
 a North Carolina limited
partnership 
 COGDELL INVESTORS (BIRKDALE II), LP, 
 a North Carolina limited partnership 
 COGDELL INVESTORS (MALLARD), LP, 

a North Carolina limited partnership 
 COPPERFIELD MOB, LP, a North Carolina 
 limited partnership

 EAST ROCKY MOUNT KIDNEY CENTER 
 ASSOCIATES, LP, a North Carolina limited 
 partnership 

GASTON MOB, LP, a North Carolina limited 
 partnership 
 MARY BLACK WESTSIDE MEDICAL PARK 

I LIMITED PARTNERSHIP, a South Carolina 
 limited partnership 
 MEDICAL INVESTORS III, LP, a South 

Carolina limited partnership 

WEST MEDICAL OFFICE I, LP, a South 
 Carolina limited partnership 
  

			
	By:	 	Cogdell Spencer Advisors Management, LLC, a Delaware limited liability company, its General Partner

  

					
		 	By:	 	 
		 	 Name: Charles M. Handy
 Title: Manager


 VERDUGO MOB, LP, a California limited partnership 

 

			
	By:	 	 Verdugo Management, LLC, a California limited
 liability company, its General Partner


  

					
		 	By:	 	 
		 	 Name: Charles M. Handy
 Title: Manager



  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page 









 MULBERRY MEDICAL PARK LIMITED 

PARTNERSHIP, a North Carolina limited partnership 
 COGDELL INVESTORS (OSS), LP, a North 
 Carolina limited partnership

  

			
	By:	 	 Cogdell Spencer Advisors Management, LLC, a

Delaware limited liability company, its General Partner


  

					
		 	By:	 	 
		 	 Name: Charles M. Handy
 Title: Manager


 ANCHOR COGDELL COVINGTON, LLC, a Kentucky 

limited liability company 
 ANCHOR COGDELL FLORENCE, LLC, a Kentucky 
 limited liability company

  

			
	By:	 	 
	 Name: Charles M. Handy
 Title: Manager


 ANCHOR COGDELL DOYLESTOWN, LP, a 
 Pennsylvania limited partnership 
  

			
	By:	 	 Anchor Cogdell Doylestown GP, LLC, a
 Pennsylvania limited liability company, its General Partner


  

					
		 	By:	 	 
		 	 Name: Charles M. Handy
 Title: Manager



  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page 









 
			
	 BANK OF AMERICA, N.A., as
 Administrative Agent

		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page 










			
	 LENDERS:
  

BANK OF AMERICA, N.A., as a Lender

		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page 










			
	KEYBANK NATIONAL ASSOCIATION, as a Lender
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page 










			
	CITIBANK, N.A., as a Lender
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page 










			
	REGIONS BANK, as a Lender
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page 










			
	RAYMOND JAMES BANK, FSB, as a Lender
		
	By:	 	 
	Name:	 	 
	Title:	 	 



  
 AMENDMENT NO.
3 TO CREDIT AGREEMENT 
 Signature Page