Exhibit 10.1




Exhibit 10.1

FIRST AMENDMENT TO FIRST AMENDED AND RESTATED SECURED TERM LOAN
AGREEMENT




THIS FIRST AMENDMENT TO FIRST AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT
(“Amendment”) is made as of March 31, 2010 (the “Effective Date”), by and among
BIOMED REALTY, L.P., a Maryland limited partnership (“Borrower” or “Operating
Partnership”), KEYBANK NATIONAL ASSOCIATION, a national banking association
(“KeyBank”), each lender whose name is set forth on the signature pages of this Amendment
(collectively, together with KeyBank, the “Lenders” and, individually, a “Lender”)
and KEYBANK NATIONAL ASSOCIATION, not individually but as “Administrative Agent”.



RECITALS




A. Borrower, Administrative Agent, KeyBank and the Lenders entered into that certain First
Amended and Restated Secured Term Loan Agreement dated as of August 1, 2007 (the “Loan
Agreement”) for the purposes described therein, pursuant to which Lenders made a TWO HUNDRED
FIFTY MILLION and NO/100THS DOLLARS ($250,000,000.00) loan (“Loan”) to Borrower. All of
the documents evidencing, securing or executed in connection with the Loan, as the same may be
amended from time to time pursuant to the terms hereof, are collectively referred to as the
“Loan Documents.”



B. Concurrently herewith, pursuant to Section 3.1(e) of the Loan Agreement, Borrower desires
to make a voluntarily prepayment of the Loan, reducing the outstanding balance of the Loan by
$100,000,000.00.



C. In connection with the current voluntary partial prepayment of $100,000,000.00, Borrower
hereby desires that the Lenders agree to remove and release, and the Lenders hereby agree to remove
and release, the following Projects as “Subject Properties” under the Loan Agreement: (i) 3240,
3260, 3280 Bayshore Boulevard, Brisbane, California, (ii) 9885 Towne Centre Drive, San Diego,
California, and (iii) 3450 Monte Villa Parkway, Seattle, Washington.



D. In addition to the removal and release of the above-referenced Projects as Subject
Properties under the Loan Agreement, Borrower and the Lenders hereby desire to further amend the
Loan Agreement to permit future Subject Property Releases (as defined below) provided that certain
conditions precedent are satisfied.



E. The parties hereto desire to provide for an amendment to the Loan Agreement to address such
changes in the removal and release provisions relating to Subject Properties and to make such other
amendments and revisions to the Loan Agreement as are more particularly set forth hereinbelow.



TERMS AND CONDITIONS




NOW, THEREFORE, with reference to the foregoing Recitals, all of which are incorporated herein
by this reference, for valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:



1. The following Definition from Article I of the Loan Agreement is hereby deleted in its
entirety:


(a) “Bayshore Project”.



 


 









 







2. Additional Definitions. The following Definitions are hereby added to Article I of
the Loan Agreement:




“Minimum Release Price” for each Subject Property shall have the value ascribed
to each such Subject Property on Schedule 1.3 attached hereto and made a part
hereof.




“Release Price” for each Subject Property shall mean, respectively, a cash
amount reasonably determined by the Administrative Agent that is equal to the greater of:
(i) the Minimum Release Price for each such Subject Property, or (ii) that portion of the
then-current Gross Asset Value attributable to the applicable Subject Property less the
outstanding principal balance of the corresponding Subject Property Indebtedness as of the
end of the most recent Fiscal Quarter for which financial results have been reported.




“Subject Property Release” means the removal and release of an Income-Producing
Project or a Project or any portion thereof as a “Subject Property” under this Agreement.



3. Voluntary Partial Prepayment. Concurrently herewith Borrower has made a voluntary
partial prepayment of the Loan to the Lenders in the aggregate amount of $100,000,000.00. From and
after the date hereof, the current aggregate principal amount of the Loan outstanding is
$150,000,000.00.




4. Subject Property Releases.




(a) As of the Effective Date, the following Projects are hereby released and removed as
“Subject Properties” under the Loan Agreement:




	 	(i)	 	3240, 3260, 3280 Bayshore Boulevard, Brisbane, California,

	 
	 	(ii)	 	9885 Towne Centre Drive, San Diego, California, and

	 
	 	(iii)	 	3450 Monte Villa Parkway, Seattle, Washington.







(b) Concurrently herewith, the Administrative Agent shall execute such documents or
instruments and take all other actions necessary or advisable on behalf of the Lenders to
release the related security interests (including without limitation releases of any pledged
Equity Interests) evidenced by any Security Documents pertaining to the Projects referenced
in Section 4(a)(i)-(iii) above, and to release the corresponding Subsidiary Guarantors
relating to such aforementioned Projects from any continuing obligations under the
Subsidiary Guaranty.



5. Schedule of Subsidiary Guarantors. As of the Effective Date, Schedule 1.2 to the
Loan Agreement (Schedule of Subsidiary Guarantors) is hereby deleted in its entirety and replaced
with the attached Schedule 1.2.



6. Schedule of Subject Properties. As of the Effective Date, Schedule 1.3 to the Loan
Agreement (Schedule of Subject Properties) is hereby deleted in its entirety and replaced with the
attached Schedule 1.3.


 


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



8. Sale of a Subject Property. The provisions set forth in Section 2A.3 of the Loan
Agreement are hereby amended, restated and wholly replaced in their entirety by the following:




“2A.3 Sale of a Subject Property. Provided that no Default or Event of Default
shall have occurred hereunder or under the other Loan Documents and be continuing (or would
exist immediately after giving effect to the transactions contemplated by this Section
2A.3), a Subject Property Owner (or Borrower or another applicable Subsidiary) may
engage in a Subject Property Sale upon the following terms and conditions:




(a) Borrower shall deliver to the Administrative Agent written notice of the
desire to consummate such Subject Property Sale on or before the date that is five
(5) Banking Days prior to the date on which the Subject Property Sale is to be
effected;




(b) On the date of the proposed Subject Property Sale, Borrower shall make a
principal prepayment of the Loan to Administrative Agent on behalf of the Lenders
equal to the Release Price for the Project that is the subject of the proposed
Subject Property Sale;




(c) On or before the date that is five (5) Banking Days prior to the date the
Subject Property Sale is to be effected, Borrower shall submit to the Administrative
Agent a Certificate, which shall be subject to the Administrative Agent’s review and
reasonable approval, setting forth the Subject Properties Leverage Ratio on a pro
forma basis as of the date of the Subject Property Sale (the “Pro Forma Subject
Properties Leverage Ratio”), giving effect to (in addition to other changes to
the Subject Properties Leverage Ratio during the intervening period (e.g., any
reductions to the outstanding principal balance of the Subject Property
Indebtedness)): (A) the Subject Property Sale and the corresponding payment to
Administrative Agent on behalf of the Lenders of the applicable Release Price for
such Subject Property being sold, and (B) any other Projects that became or are
becoming a Subject Property prior to the date of the Subject Property Sale;




(d) If the Pro Forma Subject Properties Leverage Ratio exceeds the Target
Subject Properties Leverage Ratio, Borrower shall, concurrently or before the closing
of the Subject Property Sale and in addition to the payment of the Release Price, pay
to the Administrative Agent for the account of the Lenders, which payment shall be
applied to reduce the Outstanding Loan Amount, the amount necessary to make the Pro
Forma Subject Properties Leverage Ratio no greater than the Target Subject Properties
Leverage Ratio; and




(e) Upon the occurrence of the Subject Property Sale, the underlying Project
shall no longer be a Subject Property, and the Administrative Agent shall execute
such documents or instruments and take all other actions necessary or advisable on
behalf of the Lenders to release the related security interests (including without
limitation releases of any pledged Equity Interests) evidenced by any
Security Documents and to release the related Subsidiary Guarantor(s), if
applicable, from any obligations under the Subsidiary Guaranty.”






 


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9. Future Subject Property Release Provisions. The following shall be added as new
Section 2A.5 to the Loan Agreement:




“2A.5 Release of a Subject Property. Provided that no Default or Event of
Default shall have occurred hereunder or under the other Loan Documents and be continuing
(or would exist immediately after giving effect to the transactions contemplated by this
Section 2A.5), a Subject Property Owner (or Borrower or another applicable
Subsidiary) may engage in a Subject Property Release upon the following terms and
conditions:




(a) Borrower shall deliver to the Administrative Agent written notice of the
desire to consummate such Subject Property Release on or before the date that is five
(5) Banking Days prior to the date on which the Subject Property Release is to be
effected;




(b) On the date of the proposed Subject Property Release, Borrower shall make a
principal prepayment of the Loan to Administrative Agent on behalf of the Lenders
equal to the Release Price for the Project that is the subject of the proposed
Subject Property Release;




(c) On or before the date that is five (5) Banking Days prior to the date the
Subject Property Release is to be effected, Borrower shall submit to the
Administrative Agent a Certificate, which shall be subject to the Administrative
Agent’s review and reasonable approval, setting forth the Pro Forma Subject
Properties Leverage Ratio as of the date of the Subject Property Release giving
effect to (in addition to other changes to the Subject Properties Leverage Ratio
during the intervening period (e.g., any reductions to the outstanding principal
balance of the Subject Property Indebtedness)): (A) the Subject Property Release and
the corresponding payment to Administrative Agent on behalf of the Lenders of the
applicable Release Price for such Subject Property being released, and (B) any other
Projects that became or are becoming a Subject Property prior to the date of the
Subject Property Release;




(d) If the Pro Forma Subject Properties Leverage Ratio exceeds the Target
Subject Properties Leverage Ratio, Borrower shall, concurrently or before the closing
of the Subject Property Release and in addition to the payment of the Release Price,
pay to the Administrative Agent for the account of the Lenders, which payment shall
be applied to reduce the Outstanding Loan Amount, the amount necessary to make the
Pro Forma Subject Properties Leverage Ratio no greater than the Target Subject
Properties Leverage Ratio; and




(e) Upon the occurrence of the Subject Property Release, the underlying Project
shall no longer be a Subject Property, and the Administrative Agent shall execute
such documents or instruments and take all other actions necessary or advisable on
behalf of the Lenders to release the related security interests (including without
limitation releases of any pledged Equity Interests) evidenced by any
Security Documents and to release the related Subsidiary Guarantor(s), if
applicable, from any obligations under the Subsidiary Guaranty.”



 


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10. Full Force and Effect. Except as amended hereby, the terms and provisions of the
Loan Agreement and the Loan Documents remain unchanged, are and shall remain in full force and
effect unless and until modified or amended in writing in accordance with their terms, and are
hereby ratified and confirmed. Except as expressly provided herein, this Amendment shall not
constitute an amendment, waiver, consent or release with respect to any provision of any Loan
Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or
release of any of the Lenders’ rights and remedies (all of which are hereby reserved). The
Borrower expressly ratifies and confirms the confession of judgment (if applicable) and waiver of
jury trial provisions contained in the Loan Documents.



11. References to Loan Documents; Capitalized Terms. Any and all references to any
Loan Document in any other Loan Document shall be deemed to refer to such Loan Document as amended
by this Amendment. This Amendment is deemed incorporated into each of the Loan Documents. Any
initially capitalized terms used in this Amendment without definition shall have the meanings
assigned to those terms in the Loan Documents. To the extent that any term or provision of this
Amendment is or may be inconsistent with any term or provision in any Loan Document, the terms and
provisions of this Amendment shall control.



12. Successors and Assigns. This Amendment will be binding upon and inure to the
benefit of the Borrower and the Lenders and their respective heirs, executors, administrators,
successors and assigns.



13. Governing Law. This Amendment shall be governed by and construed in accordance
with the laws of the State of New York.



14. Counterparts. 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.



[Signature page follows.]






 


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IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have executed this
Agreement as of the date first above written.



	 	 	 	 	 
	 	BORROWER:


BIOMED REALTY, L.P., a Maryland limited 

partnership

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



	 	 	 	 	 
	 	By:  	                    /s/ Karen A. Sztraicher
 	 
	 	 	Name:  	Karen A. Sztraicher 	 
	 	 	Title:  	Sr. Vice President, Asset Management 	 
	 



	 	 	 	 	 
	 	 	 
	 	Address:  	
 	 
	 	 	 
	 	BioMed Realty, LP 	 
	 	17190 Bernardo Center Drive

San Diego, California 92128 	 



 


Signature Page to Amendment
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	 	ADMINISTRATIVE AGENT:


KEYBANK NATIONAL ASSOCIATION, a

national banking association, as Administrative Agent

 	 
	 	By:  	/s/ Michael P. Szuba
 	 
	 	 	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:  216-689-5819

Attn:  Michael P. Szuba 	 
	 



	 	 	 	 	 
	 	LENDERS:


KEYBANK NATIONAL ASSOCIATION, a 

national banking association

 	 
	 	By:  	/s/ Michael P. Szuba
 	 
	 	 	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:  216-689-5819

Attn:  Michael P. Szuba 	 



 


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	 	U.S. BANK NATIONAL ASSOCIATION,

a national banking association

 	 
	 	By:  	/s/ Michael Pavis
 	 
	 	 	Name:  	Michael Pavis 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	 	 
	 	Address:  	
 	 
	 	 	 
	 	U.S. Bank National Association 	 
	 	4747 Executive Drive, 3rd Floor

San Diego, CA 92121

Telephone: 858-334-0703

Fax: 858-334-0798

Attn: Michael Paris


U.S. Bank National Association

4747 Executive Drive, 3rd Floor

San Diego, CA 92121

Telephone: 858-334-0709

Fax: 858-334-0798

Attn: Lancy Kim 	 
	 




 


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	 	SOCIETE GENERALE

 	 
	 	By:  	/s/ Jerry Parisi
 	 
	 	 	Name:  	Jerry Parisi 	 
	 	 	Title:  	Managing director 	 
	 



Address:




2001 Ross Avenue, Suite 4900

Dallas, Texas 75201

Telephone: 214-979-2740

Facsimile: 214-979-2727

Attn: Chuck Butterworth




Signature Page to Amendment

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	 	COMPASS BANK, an Alabama banking corporation

 	 
	 	By:  	/s/ Keely W. McGee
 	 
	 	 	Name:  	Keely W. McGee 	 
	 	 	Title:  	Senior Vice President 	 
	 



Address:




BBVA Compass

15 South 20th Street

Suite 1504

Birmingham, Alabama 35233

Telephone: 205-297-5920

Facsimile: 205-297-3901

Attn: Keely W. McGee, Senior Vice President




Signature Page to Amendment

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	 	ALLIED IRISH BANKS, p.l.c.

 	 
	 	By:  	/s/ Douglas S. Marron
 	 
	 	 	Name:  	Douglas S. Marron 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	 	 
	 	By:  	                                            /s/ Brian Deegan
 	 
	 	 	Name:  	Brian Deegan 	 
	 	 	Title:  	Vice President 	 
	 



Address:




405 Park Avenue

New York, New York 10022

Telephone: 212-515-6762

Facsimile: 212-339-8325

Attn: Douglas S. Marron

Attn: Brian Deegan




Signature Page to Amendment

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	 	RAYMOND JAMES BANK, FSB

 	 
	 	By:  	/s/ Thomas G. Scott
 	 
	 	 	Name:  	Thomas G. Scott 	 
	 	 	Title:  	Senior Vice President 	 
	 



Address:




710 Carillon Parkway

St. Petersburg, Florida 33716

Telephone: 727-567-4196

Facsimile: 727-567-8830

Attn: Thomas Scott, Senior Vice President




Signature Page to Amendment

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	 	MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

 	 
	 	By:  	Babson Capital Management LLC

Its Authorized Agent 	 
	 	 	 
	 	 	 
	 	By:  	                        /s/ Richard F. McKeever
 	 
	 	 	Title:               Managing Director 	 
	 	 	Name:                Richard F. McKeever 	 
	 



Address:




c/o Babson Capital Management, LLC

1500 Main Street, Floor 21, Tower Square

Springfield, MA 01115

Attn: Richard F. McKeever, Managing Director

Telephone: 413-226-1432

Facsimile: 413-226-2432




Signature Page to Amendment

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	 	PB (USA) REALTY CORPORATION

 	 
	 	By:  	/s/ Andrew E. Woodtli
 	 
	 	 	Name:  	Andrew E. Woodtli 	 
	 	 	Title:  	Assistant Vice President 	 
	 
	 	 	 
	 	By:  	                  /s/ Michael J. Rogers
 	 
	 	 	Name:  	Michael J. Rogers 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Address:




c/o PB Capital Corporation

230 Park Avenue

New York, NY 10169

Attn: Andrew E. Woodtli, Assistant Vice President

Telephone: 212-756-5608

Facsimile: 212-765-5536




Signature Page to Amendment

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	 	RBS CITIZENS, N.A., a national banking association

(d/b/a Charter One)

 	 
	 	By:  	/s/ Erin L. Mahon
 	 
	 	 	Name:  	Erin L. Mahon 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Address:




RBS Citizens, N.A. d/b/a Charter One

1215 Superior Avenue, OHS675

Cleveland, OH 44114

Phone: 216-277-0051

Facsimile: 216-277-4600

Attn: Erin L. Mahon, Assistant Vice President




Signature Page to Amendment

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	 	WELLS FARGO BANK, N.A., successor-by-merger to Wachovia
Bank, N.A.

 	 
	 	By:  	/s/ Mark Cagley
 	 
	 	 	Name:  	Mark Cagley 	 
	 	 	Title:  	Managing Director 	 
	 



Address:




Wells Fargo Bank, N.A.

301 S. College Street, 4th Floor

Mailcode D1053-04R

Charlotte, NC 28202

Telephone: 704-383-4013

Facsimile: 704-383-6205

Attn: Anand Jobanputra, Relationship Manager




Signature Page to Amendment

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	 	BANK OF AMERICA, N.A., a national banking association

 	 
	 	By:  	/s/ Kurt Mathison
 	 
	 	 	Name:  	Kurt Mathison 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Address:





901 Main St. 64th Floor

Dallas, TX 75202

Telephone: 214-209-9198

Facsimile: 214-209-0995

Attn: Kurt Mathison, Vice President	 



Signature Page to Amendment

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	 	SOVEREIGN BANK

 	 
	 	By:  	/s/ James C. Peary
 	 
	 	 	Name:  	James C. Peary 	 
	 	 	Title:  	Vice President 	 
	 



Address:




75 State Street MA1 SST04-11

Boston, Massachusetts 02109

Telephone: 617-757-5578

Facsimile: 617-757-5652

Attn: T. Gregory Donohue, Senior Vice President




Signature Page to Amendment

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	 	TD BANK, N.A. (f/k/a TD Banknorth, N.A.)

 	 
	 	By:  	/s/ David Yesue
 	 
	 	 	Name:  	David Yesue 	 
	 	 	Title:  	Assistant Vice President 	 
	 



Address:




TD Bank, N.A.

370 Main Street, 2nd Floor

Worcester, MA 01608

Telephone:: 508-368-6921

Facsimile: 508-368-6520

Attn: David Yesue, Assistant Vice President




Signature Page to Amendment

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	 	WESTDEUTSCHE IMMOBILIENBANK AG

 	 
	 	By:  	/s/ Sascha Matheis
 	 
	 	 	Name:  	Sascha Matheis 	 
	 	 	Title:  	Executive Director 	 
	 
	 	 	 
	 	By:  	                                            /s/ Michael Hammes
 	 
	 	 	Name:  	Michael Hammes 	 
	 	 	Title:  	Associate Director 	 
	 



Address:




Grosse Bleiche 46

55116 Mainz, Germany

Phone: +49 6131 9280 7263

Facsimile: +49 6131 9280 7308

Attn: Armin Gemmerich, Executive Director




Signature Page to Amendment

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	 	PEOPLE’S UNITED BANK

 	 
	 	By:  	/s/ Maurice Fry
 	 
	 	 	Name:  	Maurice Fry 	 
	 	 	Title:  	Senior Commercial Loan Officer, SVP 	 
	 



Address:




People’s United Bank

850 Main Street, 12th Floor

Bridgeport, CT 06604

Phone: 203-338-7375

Facsimile: 203-338-7344

Attn: Maurice Fry, Vice President




Signature Page to Amendment

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	 	PNC BANK, NATIONAL ASSOCIATION, successor to National
City Bank

 	 
	 	By:  	/s/ John E. Intilgus, II
 	 
	 	 	Name:  	John E. Intilgus, II	 
	 	 	Title:  	Senior Vice President 	 



Address:




PNC Real Estate

1900 E. Ninth Street — 22nd Floor

(Mail Stop: B7-YB13-22-1)

Cleveland, OH 44114

Telephone: 216-222-6032

Facsimile: 216-222-6070

Attn: John E. Wilgus, II




 Senior Vice President




 Real Estate Banking




Signature Page to Amendment

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	 	MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD., NEW YORK BRANCH

 	 
	 	By:  	/s/ Priscilla Hsing
 	 
	 	 	Name:  	Priscilla Hsing 	 
	 	 	Title:  	Vice President and Deputy General Manager 	 
	 



Address:




65 Liberty Street

New York, NY 10005

Telephone: 212-815-9168

Facsimile: 212-766-5006

Attn: Nae-Yee Lung, Executive Vice President and General Manager