Exhibit 10.2





Exhibit 10.2




EXECUTION VERSION




AMENDMENT NO. 1 TO CREDIT AGREEMENT




This AMENDMENT NO. 1 TO CREDIT AGREEMENT, dated as of November 1, 2011 (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 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 within
ninety (90) days of the Closing Date and the Borrower has not been able to obtain such consents and
acknowledgements 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 replace the reference to “ninety (90) days” in each of the
third and fourth sentences thereof with a reference to “one hundred and fifty (150) days”.



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) After giving effect hereto, 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. 1 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. 1 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. 1 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. 1 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. 1 TO CREDIT AGREEMENT

Signature Page





 














 




BANK OF AMERICA, N.A., as

Administrative Agent



	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



AMENDMENT NO. 1 TO CREDIT AGREEMENT

Signature Page



 


 









 







	 	 	 	 	 
	 	

LENDERS: 



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

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



AMENDMENT NO. 1 TO CREDIT AGREEMENT

Signature Page



 


 









 







	 	 	 	 	 
	 	

KEYBANK NATIONAL ASSOCIATION, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



AMENDMENT NO. 1 TO CREDIT AGREEMENT

Signature Page



 


 









 







	 	 	 	 	 
	 	

CITIBANK, N.A., as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



AMENDMENT NO. 1 TO CREDIT AGREEMENT

Signature Page



 


 









 







	 	 	 	 	 
	 	

REGIONS BANK, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



AMENDMENT NO. 1 TO CREDIT AGREEMENT

Signature Page



 


 









 







	 	 	 	 	 
	 	

RAYMOND JAMES BANK, FSB, as a Lender

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



AMENDMENT NO. 1 TO CREDIT AGREEMENT

Signature Page