exv10w8



 





Exhibit 10.8




SECOND AMENDMENT TO

SECURED TERM LOAN AGREEMENT




     This SECOND AMENDMENT TO SECURED TERM LOAN AGREEMENT (this “Amendment”) is made as of November
3, 2006 (the “Effective Date”) by and among BIOMED REALTY, L.P., a Maryland limited partnership
(the “Borrower”), KEYBANK NATIONAL ASSOCIATION and the several other banks and financial
institutions identified on the signature pages hereof (the “Lenders”), and KEYBANK NATIONAL
ASSOCIATION, not individually, but as “Agent”.



RECITALS




     A. The Borrower, the Agent and the Lenders are parties to a Secured Term Loan Agreement dated
as of May 31, 2005, as amended by a First Amendment thereto dated as of June 28, 2006 (as it has
been and may hereafter be amended from time to time, the “Loan Agreement”). All terms used herein
and not otherwise defined shall have the same meanings given to them in the Loan Agreement.



     B. The Borrower and the Requisite Lenders wish to amend the Loan Agreement to modify certain
covenants set forth in the Loan Agreement, all as set forth herein.



AGREEMENTS




          1. New Definition. As of the Effective Date, the following new definition is added to
Section 1.1 of the Loan Agreement in the applicable alphabetical order:





     “CFLS Project” means that certain Project known as the Center for Life
Sciences Building located at 3 Blackfan Street, Boston, Massachusetts, consisting of
approximately 1.520 acres of land on which an eighteen (18) story office
building/laboratory research center containing approximately 705,642 rentable square
feet is under construction and which is being acquired in fee simple by a
Wholly-Owned Subsidiary of Borrower.



          2. Permitted Investments. As of the Effective Date, Section 6.13(b) of the
Loan Agreement is amended and restated to read as follows:





     (b) permit the sum of (i) the aggregate amount invested by the Consolidated
Group in Projects owned by the Consolidated Group that are under development,
excluding the CFLS Project, plus (ii) the Consolidated Group Pro Rata Share of any
amounts so invested by the Investment Affiliates in Projects owned by the Investment
Affiliates that are under development to exceed 20% of Gross Asset Value (with
Projects under development ceasing to be treated as such when GAAP permits such
Project to be classified as an operating asset);



          3. Exhibit B. To reflect the changes made by this Amendment, Exhibit B
(Revised), Form of Compliance Certificate, is hereby deleted and replaced by
Exhibit B (Second Revised) Form of Compliance Certificate attached to this
Amendment and made a part hereof.




 









 





          4. Miscellaneous.





     (i) The Borrower represents and warrants to the Lenders that (i) after giving effect to
this Amendment, no Default or Unmatured Default exists, (ii) the Loan Agreement is in full
force and effect, and (iii) the Borrower has no defenses or offsets to, or claims or
counterclaims, relating to, its obligations under the Loan Agreement.




     (ii) All of the obligations of the parties to the Loan Agreement, as amended hereby,
are hereby ratified and confirmed. All references in the Loan Documents to the “Loan
Agreement” henceforth shall be deemed to refer to the Loan Agreement as amended by this
Amendment.




     (iii) Nothing contained in this Amendment shall be construed to disturb, discharge,
cancel, impair or extinguish the indebtedness evidenced by the existing Notes and secured by
the Loan Documents or waive, release, impair, or affect the liens arising under the Loan
Documents or the validity or priority thereof.




     (iv) In the event of a conflict or inconsistency between the provisions of the Loan
Documents and the provisions of this Amendment, the provisions of this Amendment shall
govern. The provisions of this Amendment, the Loan Agreement, and the other Loan Documents
are in full force and effect except as amended herein and the Loan Documents as so amended
are ratified and confirmed hereby by the Borrower.




     (v) The Borrower agrees to reimburse the Agent for all reasonable out-of-pocket
expenses (including legal fees and expenses) incurred in connection with the preparation,
negotiation and consummation of this Amendment.




     (vi) This Amendment may be executed in counterparts which, taken together, shall
constitute a single document.



 









 





     IN WITNESS WHEREOF, Borrower and the Requisite Lenders have caused this Second Amendment to
Secured Term Loan Agreement to be duly executed 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/ KENT GRIFFIN
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kent Griffin
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	Address:
	 
	 	 	 	 	 	 
	 	 	The undersigned, being the Guarantors under the
Agreement, hereby consent to this Amendment:
	 
	 	 	 	 	 	 
	 	 	BIOMED REALTY TRUST, INC.
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ KENT GRIFFIN
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kent Griffin
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	EACH SUBSIDIARY GUARANTOR LISTED ON ATTACHMENT 1
	 
	 	 	 	 	 	 
	 	 	By:	 	BioMed Realty, L.P., a Maryland limited
partnership, the sole member of each such
Subsidiary Guarantor
	 
	 	 	 	 	 	 
	 	 	By:	 	BioMed Realty Trust, Inc., a Maryland corporation,
its sole general partner
	 
	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ KENT GRIFFIN
	 

	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	Kent Griffin
	 

	 	 	 	 	 	 
	 

	 	 	 	Title:
	 	Chief Financial Officer
	 

	 	 	 	 	 	 





 









 





	 	 	 	 	 
	 	 	ADMINISTRATIVE AGENT:
	 
	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, a national banking

association, as Administrative Agent
	 
	 	 	 	 
	 

	 	By:
	 	/s/ SCOTT CHILDS
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Childs
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	BANKS:
	 
	 	 	 	 
	 	 	KEYBANK NATIONAL ASSOCIATION, a national banking

association
	 
	 	 	 	 
	 

	 	By:
	 	/s/ SCOTT CHILDS
	 

	 	 	 	 
	 

	 	Name:
	 	Scott Childs
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, a national banking
association
	 
	 	 	 	 
	 

	 	By:
	 	/s/ NICOLE K. WRIGHT
	 

	 	 	 	 
	 

	 	Name:
	 	Nicole K. Wright
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	SOCIETE GENERALE
	 
	 	 	 	 
	 

	 	By:
	 	/s/ C.H. BUTTERWORTH
	 

	 	 	 	 
	 

	 	Name:
	 	C.H. Butterworth
	 

	 	 	 	 
	 

	 	Title:
	 	Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	COMPASS BANK, an Alabama banking corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ JOHANNA DUKE PALEY
	 

	 	 	 	 
	 

	 	Name:
	 	Johanna Duke Paley
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:






 









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	ALLIED IRISH BANKS, p.l.c.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ DOUGLAS S. MARRON
	 

	 	 	 	 
	 

	 	Name:
	 	Douglas S. Marron
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:
	 	/s/ THOMAS FRITTON
	 

	 	 	 	 
	 

	 	Name:
	 	Thomas Fritton
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	RAYMOND JAMES BANK, FSB
	 
	 	 	 	 
	 

	 	By:
	 	/s/ LAURENS F. SCHAAD JR.
	 

	 	 	 	 
	 

	 	Name:
	 	Laurens F. Schaad Jr.
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	GRAYSON & CO
	 
	 	 	 	 
	 

	 	By:
	 	Boston Management and Research, as Investment
Advisor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PAYSON F. SWAFFIELD
	 

	 	 	 	 
	 

	 	Title
	 	Payson F. Swaffield
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	EATON VANCE VT FLOATING-RATE INCOME FUND
	 
	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management, as Investment Advisor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PAYSON F. SWAFFIELD
	 

	 	 	 	 
	 

	 	Title
	 	Payson F. Swaffield
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:






 









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	EATON VANCE LIMITED DURATION INCOME FUND
	 
	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management, as Investment Advisor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PAYSON F. SWAFFIELD
	 

	 	 	 	 
	 

	 	Title
	 	Payson F. Swaffield
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	EATON VANCE SHORT DURATION DIVERSIFIED INCOME FUND
	 
	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management, as Investment Advisor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PAYSON F. SWAFFIELD
	 

	 	 	 	 
	 

	 	Title
	 	Payson F. Swaffield
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	EATON VANCE SENIOR FLOATING-RATE TRUST
	 
	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management, as Investment Advisor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PAYSON F. SWAFFIELD
	 

	 	 	 	 
	 

	 	Title
	 	Payson F. Swaffield
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	EATON VANCE FLOATING-RATE INCOME TRUST
	 
	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management, as Investment Advisor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PAYSON F. SWAFFIELD
	 

	 	 	 	 
	 

	 	Title
	 	Payson F. Swaffield
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:






 









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	EATON VANCE INSTITUTIONAL SENIOR LOAN FUND
	 
	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management, as Investment Advisor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PAYSON F. SWAFFIELD
	 

	 	 	 	 
	 

	 	Title
	 	Payson F. Swaffield
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	EATON VANCE SENIOR INCOME TRUST
	 
	 	 	 	 
	 

	 	By:
	 	Eaton Vance Management, as Investment Advisor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PAYSON F. SWAFFIELD
	 

	 	 	 	 
	 

	 	Title
	 	Payson F. Swaffield
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	SENIOR DEBT PORTFOLIO
	 
	 	 	 	 
	 

	 	By:
	 	Boston Management and Research, as Investment
Advisor
	 
	 	 	 	 
	 

	 	By:
	 	/s/ PAYSON F. SWAFFIELD
	 

	 	 	 	 
	 

	 	Title
	 	Payson F. Swaffield
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	VAN KAMPEN SENIOR LOAN FUND
	 
	 	 	 	 
	 

	 	By:
	 	Van Kampen Asset Management
	 
	 	 	 	 
	 

	 	By:
	 	/s/ CHRISTINA JAMIESON
	 

	 	 	 	 
	 

	 	Name:
	 	Christina Jamieson
	 

	 	 	 	 
	 

	 	Title:
	 	Executive Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 





 









 






	 	 	 	 	 
	 	 	VAN KAMPEN SENIOR INCOME TRUST
	 
	 	 	 	 
	 

	 	By:
	 	Van Kampen Asset Management
	 
	 	 	 	 
	 

	 	By:
	 	/s/ CHRISTINA JAMIESON
	 

	 	 	 	 
	 

	 	Name:
	 	Christina Jamieson
	 

	 	 	 	 
	 

	 	Title:
	 	Executive Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	MORGAN STANLEY PRIME INCOME TRUST
	 
	 	 	 	 
	 

	 	By:
	 	/s/ JINNY K. KIM
	 

	 	 	 	 
	 

	 	Name:
	 	Jinny K. Kim
	 

	 	 	 	 
	 

	 	Title:
	 	Executive Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	PIONEER FLOATING RATE TRUST
	 
	 	 	 	 
	 

	 	By:
	 	/s/ M. JASON BLACKBURN
	 

	 	 	 	 
	 

	 	Name:
	 	M. Jason Blackburn
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	HIGHLAND FLOATING RATE ADVANTAGE FUND
	 
	 	 	 	 
	 

	 	By:
	 	/s/ M. JASON BLACKBURN
	 

	 	 	 	 
	 

	 	Name:
	 	M. Jason Blackburn
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	HIGHLAND LEGACY LIMITED
	 
	 	 	 	 
	 

	 	By:
	 	Highland Capital Management, L.P., as Collateral
Manager
	 
	 	 	 	 
	 

	 	By:
	 	Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ BRIAN LOHRDING
	 

	 	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:






 









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	LOAN FUNDING IV LLC
	 
	 	 	 	 
	 

	 	By:
	 	Highland Capital Management, L.P., as Collateral
Manager
	 
	 	 	 	 
	 

	 	By:
	 	Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ BRIAN LOHRDING
	 

	 	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	JASPER CLO, LTD.
	 
	 	 	 	 
	 

	 	By:
	 	Highland Capital Management, L.P., as Collateral
Manager
	 
	 	 	 	 
	 

	 	By:
	 	Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ BRIAN LOHRDING
	 

	 	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	LOAN FUNDING VII LLC
	 
	 	 	 	 
	 

	 	By:
	 	Highland Capital Management, L.P., as Collateral
Manager
	 
	 	 	 	 
	 

	 	By:
	 	Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ BRIAN LOHRDING
	 

	 	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	EMERALD ORCHARD LIMITED
	 
	 	 	 	 
	 

	 	By:
	 	/s/ WENDY CHEUNG
	 

	 	 	 	 
	 

	 	Name:
	 	Wendy Cheung
	 

	 	 	 	 
	 

	 	Title:
	 	Authorized Signatory
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:






 









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	GLENEAGLES CLO, LTD.
	 
	 	 	 	 
	 

	 	By:
	 	Highland Capital Management, L.P., as Collateral
Manager
	 
	 	 	 	 
	 

	 	By:
	 	Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ BRIAN LOHRDING
	 

	 	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	HFT REAL ESTATE CDO 2006 — 1, LTD
	 
	 	 	 	 
	 

	 	By:
	 	Highland Capital Management, L.P., as Collateral
Manager
	 
	 	 	 	 
	 

	 	By:
	 	Strand Advisors, Inc., Its General Partner
	 
	 	 	 	 
	 

	 	By:
	 	/s/ BRIAN LOHRDING
	 

	 	 	 	 
	 

	 	Name:
	 	Brian Lohrding
	 

	 	 	 	 
	 

	 	Title:
	 	Treasurer
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address: