Exhibit 10.1





Exhibit
10.1



FIRST AMENDMENT TO SECOND AMENDED AND RESTATED

UNSECURED CREDIT AGREEMENT




This First Amendment to Second Amended and Restated Unsecured Credit Agreement (the
“Amendment”) is made as of November 23, 2009, by and among BIOMED REALTY, L.P.
(“Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and those existing
Lenders and new “Lenders” shown on the signature pages hereof.



RECITALS




A. Borrower, Administrative Agent, the Lenders executing this Amendment and certain other
Lenders have entered into a Second Amended and Restated Unsecured Credit Agreement dated as of
August 1, 2007 (as it may be further amended, the “Credit Agreement”). All capitalized
terms used herein and not otherwise defined shall have the meanings given to them in the Credit
Agreement.



B. Pursuant to the terms of the Credit Agreement, the Lenders initially agreed to provide
Borrower with a revolving credit facility with an initial Aggregate Commitment of $600,000,000.
The Borrower and the Administrative Agent on behalf of the Lenders now desire to amend the Credit
Agreement in order to, among other things (i) pursuant to Section 2.8 of the Credit Agreement
increase the Aggregate Commitment to $665,000,000; (ii) increase the Commitments of certain of the
Lenders; and (iii) admit certain Lenders under the Credit Agreement.



NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:



AGREEMENTS




1. The foregoing Recitals to this Amendment hereby are incorporated into and made part of this
Amendment.



2. From and after November 23, 2009 (the “Effective Date”) (i) UBS Loan Finance LLC
shall be considered as a “Subsequent Lender” and a “Lender” under the Credit Agreement and hereby
agrees to all terms and conditions set forth in the Credit Agreement and the Loan Documents and
agrees that by executing this Amendment, it shall be considered a party to the Credit Agreement and
the Loan Documents having a Commitment in the amount shown next to its signature on the signature
page of this Amendment and (ii) KeyBank National Association, RBS Citizens, N.A. d/b/a Charter One,
Raymond James Bank, FSB, Credit Suisse, Cayman Islands Branch and Royal Bank of Canada shall each
be deemed to be an Increasing Lender and to have increased their respective Commitment to the
amount shown next to its signature on the signature pages to this Amendment. The Borrower shall,
on or before the Effective Date, execute and deliver (i) to the Subsequent Lender a Line Note to
evidence the Advances to be made by such Lender; and (ii) to each Increasing Lender increasing its
Commitment an Amended and Restated Line Note to evidence such increased Commitment.



3. The term “Maturity Date” means (i) with respect to the Line Facility either August
1, 2011, or, if the Maturity Date with respect to the Line Facility is extended pursuant to
Section 2.10 of the Credit Agreement, August 1, 2012 and (ii) with respect to any Term
Facility, August 1, 2012.


 


 









 





4. From and after the Effective Date, the term “Aggregate Commitment” shall mean,
subject to Section 2.7 and Section 2.8 of the Credit Agreement, Six Hundred Sixty-Five Million
Dollars ($665,000,000). The respective Commitments and Percentages of the Lenders with respect to
the Aggregate Commitment are set forth on Schedule 1.1 attached hereto and made a part
hereof.



5. From and after the Effective Date, the term “Aggregate Line Commitment” shall mean
an Aggregate Commitment of $665,000,000 plus any increase in the Aggregate Commitment under
Section 2.8 of the Credit Agreement, which is not a Term Commitment.



6. For purposes of Section 11.6 of the Credit Agreement (Notices), the address(es) and
facsimile number(s) for such new Lenders shall be as specified below their respective signature(s)
on the signature pages of this Amendment.



7. The Borrower hereby represents and warrants to Lenders that, as of the Effective Date:




(a) no Default or Event of Default under the Credit Agreement or any of the Loan
Documents has occurred and is continuing;




(b) except (i) for representations and warranties which expressly speak as of a
particular date or are no longer true and correct as a result of a change which is permitted
by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite
Lenders, the representations and warranties contained in Article 4 of the Credit Agreement
are true and correct in all material respects as of the Effective Date as though made on the
Effective Date; and




(c) the Borrower has no offsets or claims against any of the Lenders.



8. As of the Effective Date, Schedule 4.4 (Subsidiaries) and Schedule 4.19 (Projects) to the
Credit Agreement are hereby deleted in their entirety and replaced with the attached Schedule
4.4 and Schedule 4.19.



9. As expressly modified as provided herein, the Credit Agreement shall continue in full force
and effect.



10. This Amendment may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.



[Remainder of Page left Intentionally Blank.]



 


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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date
first written above.



	 	 	 	 	 
	 	BIOMED REALTY, L.P., a Maryland limited partnership



	 
	 	By:  	BioMed Realty Trust, Inc., its sole general
partner

	 
	 	By:  	/S/ KAREN SZTRAICHER
 	 
	 	 	Name:  	Karen Sztraicher 	 
	 	 	Title:  	VP, Finance 	 
	 
	 	 	 
	 	Address: 

	 
	 	BioMed Realty, L.P.

17190 Bernardo Center Drive

San Diego, California 92128 	 



 


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	Commitment:  $60,000,000           	KEYBANK NATIONAL ASSOCIATION,

as Administrative Agent

 	 
	 	By:  	/S/ MICHAEL P. SZUBA
 	 
	 	 	Print Name:  	Michael P. Szuba 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 
	 	Address: 

	 
	 	KeyBank - Real Estate Capital

127 Public Square - 8th Floor

Mail Code: OH-01-27-0839

Cleveland, Ohio 44114

Phone:  216-689-5984

Facsimile:  216-689-4997

Attn: Michael P. Szuba 	 



 


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	Commitment: $50,000,000           	RBS Citizens, N.A., d/b/a Charter One

 	 
	 	By:  	/S/ FLORENTINA DJULVEZAN
 	 
	 	 	Name:  	Florentina Djulvezan 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	Address: 

	 
	 	1215 Superior Avenue, 6th Floor

Cleveland, OH  44114

Phone:  216-277-0694

Facsimile: 216-277-4607

Attn: Florentina Djulvezen, Vice President 	 



 


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	Commitment: $25,000,000           	RAYMOND JAMES BANK, FSB

 	 
	 	By:  	/S/ THOMAS F. MACINA
 	 
	 	 	Print Name:  	Thomas F. Macina 	 
	 	 	Title:  	Executive Vice President 	 
	 
	 	 	 
	 	Address: 

	 
	 	710 Carillon Parkway

St. Petersburg, Florida 33716

Telephone: 727-567-4523

Facsimile: 727-567-8830

Attn: Laurens F. Schaad Jr. 	 



 


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	Commitment: $35,000,000           	CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH
(Formerly known as CREDIT SUISSE, CAYMAN
ISLANDS BRANCH)

 	 
	 	By:  	/S/ MIKHAIL FAYBUSOVICH
 	 
	 	 	Print Name:  	Mikhail Faybusovich 	 
	 	 	Title:  	Vice President 	 
	 
	 	 	 
	 	By:  	                                  /S/ KEVIN BUDDHDEW
 	 
	 	 	Print Name:  	Kevin Buddhdew 	 
	 	 	Title:  	Associate 	 
	 
	 	 	 
	 	Address: 

	 
	 	c/o Credit Suisse

11 Madison Avenue

New York, NY 10010

Phone: (212) 325-2949

Facsimile: (212) 743-2669

Attn:  Cassandra Droogan 	 



 


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	Commitment:  $30,000,000           	UBS LOAN FINANCE LLC

 	 
	 	By:  	/S/ IRJA R. OTSA
 	 
	 	 	Print Name:  	Irja R. Otsa 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	By:  	                                  /S/ MARIE HADDAD
 	 
	 	 	Print Name:  	Marie Haddad 	 
	 	 	Title:  	Associate Director 	 
	 
	 	 	 
	 	Address: 

	 
	 	677 Washington Blvd.

Stamford, CT 06901

Attention:  Denise Bushee

Telephone:  (203) 719-3167

Facsimile: (203) 719-3888 	 



 


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	Commitment: $35,000,000       	ROYAL BANK OF CANADA

 	 
	 	By:  	/S/ DAN LEPAGE
 	 
	 	 	Print Name:  	Dan LePage 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	 	 
	 	Address: 

	 
	 	165 Broadway

New York, NY 10006-1404

Attention:  Daniel LePage, Managing Director

Telephone:  (212) 428-6605

Facsimile: (212) 428-6459 	 
	 




 


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