exh10.2_10q2q04

EXHIBIT 10.2






FIRST AMENDMENT TO TERM LOAN AGREEMENT


THIS FIRST AMENDMENT TO TERM LOAN AGREEMENT (this "Amendment") made
this 30th day of June, 2004, by and 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"), the other Borrowers whose
names are set forth on the signature pages of this Amendment (collectively, with
Parent, Operating Partnership, QRS and ARE, the "Borrowers", all on a joint and
several basis), each lender whose name is set forth on the signature pages of
this Amendment as "Banks" (collectively, the "Banks" and individually, a "Bank")
and FLEET NATIONAL BANK, as Administrative Agent for the Banks (the
"Administrative Agent").


W I T N E S S E T H:


WHEREAS, Borrowers, Administrative Agent and the Banks are parties to that
certain Term Loan Agreement dated as of November 3, 2003 (the "Loan
Agreement"); and

WHEREAS, the parties hereto desire to modify and amend certain terms and
provisions of the Loan Agreement; and

WHEREAS, as a condition to such modifications the parties hereto hereby agree
to execute this Amendment; and

NOW, THEREFORE, for and in consideration of the sum of TEN and NO/100 DOLLARS
($10.00), and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto do hereby covenant and agree
as follows:



	Definitions.  All the terms used herein which are not otherwise
defined herein shall have the meanings set forth in the Loan Agreement.


	Modification of the Loan Agreement.  Borrowers, the Banks and
Administrative Agent do hereby modify and amend the Loan Agreement by deleting
in its entirety the definition of the term "Capitalization Rate" appearing in
§ 1.1 of the Loan Agreement, and inserting in lieu thereof the
following:

'Capitalization Rate' means nine and one quarter percent
(9.25%).  Any change to the Capitalization Rate shall be subject to the prior
written approval of the Requisite Banks."


	References to Loan Agreement.  All references in the Loan Documents
to the Loan Agreement shall be deemed a reference to the Loan Agreement, as
modified and amended herein.

	Representations.  Borrowers represent and warrant to Administrative
Agent and the Banks as follows:

	Each of the Borrowers has all requisite power and authority to execute and
deliver this Amendment and to perform its obligations hereunder.
	The execution, delivery and performance by each of Borrowers of this
Amendment have been duly authorized by all necessary corporate, partnership or
limited liability company action, as applicable, and do not and will not:

	Require any consent or approval not heretofore obtained of any partner,
director, stockholder, security holder or creditor of Borrowers;
	Violate or conflict with any provision of Borrowers' charter, articles of
incorporation, bylaws or other organizational agreements, as applicable;
	Result in or require the creation or imposition of any Lien or Right of
Others upon or with respect to any Property now owned or leased or hereafter
acquired by Borrowers;
	Violate any Requirement of Law applicable to Borrowers; or
	Result in a breach of or constitute a default under, or cause or permit the
acceleration of any obligation owed under, any indenture or loan or credit
agreement or any other Contractual Obligation to which Borrowers are a party or
by which Borrowers or any of their Property is bound or affected.



	Except as previously obtained or made, no authorization, consent, approval,
order, license or permit from, or filing, registration or qualification with,
any Governmental Agency is or will be required to authorize or permit under
applicable Laws the execution, delivery and performance by any of Borrowers of
this Amendment.
	This Amendment will, when executed and delivered by Borrowers, constitute
the legal, valid and binding obligation of Borrowers, enforceable against
Borrowers in accordance with its terms, except as enforcement may be limited by
Debtor Relief Laws or equitable principles relating to the granting of specific
performance and other equitable remedies as a matter of judicial
discretion.

	No Default.  By execution hereof, each of the Borrowers certifies
that such Persons are and will be in compliance with all covenants under the
Loan Documents after the execution and delivery of this Amendment, and that no
Default or Event of Default has occurred and is continuing.  

	Waiver of Claims. Each of the Borrowers acknowledges, represents and
agrees that none of such Persons has any defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever with respect
to the Loan Documents, the administration or funding of the Loan or with respect
to any acts or omissions of Administrative Agent or any Bank, or any past or
present officers, Administrative Agents or employees of Administrative Agent or
any Bank, and each of such Persons does hereby expressly waive, release and
relinquish any and all such defenses, setoffs, claims, counterclaims and causes
of action, if any.

	Ratification.  Except as hereinabove set forth, all terms, covenants
and provisions of the Loan Agreement remain unaltered and in full force and
effect, and the parties hereto do hereby expressly ratify and confirm the Loan
Documents and the Loan Agreement as modified and amended herein.  Nothing in
this Amendment shall be deemed or construed to constitute, and there has not
otherwise occurred, a novation, cancellation, satisfaction, release, waiver,
extinguishment or substitution of the indebtedness evidenced by the Notes or the
other obligations of Borrowers under the Loan Documents. 

	Amendment as Loan Document.  This Amendment shall constitute a Loan
Document.  

	Effective Date.  This Amendment shall be deemed effective and in full
force and effect as of the date hereof upon (i)  the execution and delivery
of this Amendment by Borrowers, Administrative Agent and the Requisite Banks and
(ii) the Administrative Agent confirming the satisfaction of all
requirements for effectiveness of that certain First Amendment to Fourth Amended
and Restated Revolving Loan Agreement dated as of even date herewith among
Borrowers, Fleet individually and as Administrative Agent and the other lenders
which are signatories thereto, other than the effectiveness of this
Amendment.

	Counterparts.  This Amendment may be executed in any number of
counterparts which shall together constitute but one and the same
agreement.

	Miscellaneous.  This Amendment shall be construed and enforced in
accordance with the laws of the State of California.  This Amendment shall be
binding upon and shall inure to the benefit of the parties hereto and their
respective permitted successors, successors-in-title and assigns as provided in
the Loan Agreement.



[Signatures on Following Pages]


IN WITNESS WHEREOF, the parties hereto have hereto set their hands and
affixed their seals as of the day and year first above written.

BORROWERS:




ALEXANDRIA REAL ESTATE EQUITIES, INC., 

a Maryland corporation



By:  /s/ Peter J. Nelson 

                Peter J. Nelson, CFO



ALEXANDRIA REAL ESTATE EQUITIES, L.P.,

a Delaware limited partnership

By:ARE-QRS Corp., a Maryland corporation,

general partner

       

By:  /s/ Peter J. Nelson 

            Peter J. Nelson, CFO


 

 

ARE-QRS CORP., a Maryland corporation




By:  /s/ Peter J. Nelson 

Peter J. Nelson, CFO


 

 



ARE ACQUISITIONS, LLC



By:ARE-QRS Corp., a Maryland corporation,

managing member

By:  /s/ Peter J. Nelson 

Peter J. Nelson, CFO


 

 

 

 



ARE-215 COLLEGE ROAD, LLC

ARE-819/863 MITTEN ROAD, LLC

ARE-150/154 TECHNOLOGY PARKWAY, LLC

ARE-19 FIRSTFIELD ROAD, LLC

ARE-10150 OLD COLUMBIA, LLC

ARE-170 WILLIAMS DRIVE, LLC

ARE-3005 FIRST AVENUE, LLC

ARE-5 TRIANGLE DRIVE, LLC

ARE-50 WEST WATKINS MILL, LLC

ARE-279 PRINCETON ROAD, LLC

ARE-3770 TANSY STREET, LLC

ARE-10505 ROSELLE STREET, LLC

ARE-9363/9373/9393 TOWNE CENTRE, LLC

ARE-2425/2400/2450 GARCIA BAYSHORE, LLC

ARE-108 ALEXANDER ROAD, LLC

ARE-480 ARSENAL STREET, LLC

ARE-500 ARSENAL STREET, LLC

ARE-7030 KIT CREEK, LLC

ARE-6146 NANCY RIDGE, LLC

ARE-901/951 GATEWAY BOULEVARD LLC

ARE-770/784/790 MEMORIAL DRIVE, LLC

ARE-1201/1208 EASTLAKE AVENUE, LLC

ARE-1208 EASTLAKE AVENUE, 

ARE-EASTLAKE AVENUE NO. 3, LLC

ARE-HARBOR BAY NO. 4, LLC

ARE-NANCY RIDGE NO. 3, LLC

ARE-PORTER DRIVE, LLC

ARE-2625/2627/2631 HANOVER, LLC

ARE-129/153/161 HILL STREET, LLC, Delaware limited liability
companies




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

limited partnership, managing member


By:ARE-QRS Corp., a Maryland corporation,

general partner

By:  /s/ Peter J. Nelson 

               Peter J. Nelson, CFO




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


By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership,
its managing member


By:ARE-QRS Corp., a Maryland

corporation, general partner

By: /s/ Peter J. Nelson 

Peter J. Nelson, CFO


 

 

ARE-280 POND STREET, LLC

ARE-60 WESTVIEW, LLC

ARE-381 PLANTATION STREET, LLC, Delaware limited liability companies

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

partnership, managing member


By:ARE-GP Holdings QRS Corp., a Delaware corporation, general partner

By: /s/ Peter J. Nelson 

Peter J. Nelson, CFO


 

 

ARE-702 ELECTRONIC DRIVE, L.P., a Delaware limited partnership

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

partnership, general partner


By:ARE-GP Holdings QRS Corp., a Delaware corporation, general partner

By:/s/ Peter J. Nelson 

Peter J. Nelson, CFO


ARE-10933 NORTH TORREY PINES, LLC

ARE-11099 NORTH TORREY PINES, LLC


By:Alexandria Real Estate Equities, Inc., a Maryland corporation, their
sole member


By: /s/ Peter J. Nelson 

Peter J. Nelson, CFO


ARE-Maryland No. 7 Corp., a Maryland Corporation

By: /s/ Peter J. Nelson 

Peter J. Nelson, CFO

 









ADMINISTRATIVE AGENT AND

BANKS:


FLEET NATIONAL BANK, a Bank of America company individually
and as Administrative Agent


 

By: /s/ Eric Nesset

       Name: Eric Nesset 

       Title: Vice President 









Address:


c/o Bank of America

555 California Street,12th Floor

San Francisco, CA  94104

Attn:  Mr. Frank H. Stumpf


[Signatures Continue on Following Pages]




 
 

 
 



JPMORGAN CHASE BANK


 

By:  /s/ Susan M. Tate 

       Name: Susan M. Tate 

       Title: Vice President









Address:


JPMorgan Chase Bank

707 Travis Street

6th Floor North

Houston, Texas  75201

Attn:  Ms. Susan Tate


[Signatures Continue on Following Pages]


 

 
 

 
 

SOCIETE GENERALE


 

By:  /s/ Scott Gosslee 

       Name: Scott Gosslee

       Title: Director 









Address:


 

Societe Generale

2001 Ross Avenue

Suite 4900

Dallas, Texas 75201

Attn:  Mr. Scott Gosslee


 [Signatures Continue on Following Pages]


 

 
 

 
 

COMMERZBANK AG , NEW YORK AND GRAND CAYMAN BRANCHES


 

By:  /s/ Douglas Traynor and Christian Berry

       Name: Douglas Traynor and Christian Berry 

       Title: Senior Vice President and Vice President 









Address:


Commerzbank AG, New York and 

Grand Cayman Branches

2 World Financial Center

New York, New York 10281

Attn:  Mr. Ralph Marra


[Signatures Continue on Following Pages]


 

 
 

 
 

KEYBANK NATIONAL ASSOCIATION


 

By:  /s/ Dan Stegemoeller 

       Name: Dan Stegemoeller 

       Title: Vice President









Address:


KeyBank National Association

1675 Broadway

Suite 400

Denver, Colorado 80202

Attn:  Mr. Scott Childs



[Signatures Continue on Following Page]


 

 
 

 
 

BANK ONE, NA


 

By:  /s/ Angela L. Kleiman 

       Name: Angela L. Kleiman 

       Title: Director 









Address:


Bank One, NA

1 Bank One Plaza

Suite 111-0315

Chicago, IL 60670

Attn:  Ms. Angela L. Kleiman