exv10w7



 





EXHIBIT 10.7




FIRST AMENDMENT TO FIRST AMENDED

AND RESTATED UNSECURED CREDIT AGREEMENT




     This FIRST AMENDMENT TO FIRST AMENDED AND RESTATED UNSECURED CREDIT 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 First Amended and Restated
Unsecured Credit Agreement dated as of June 28, 2006 (as it may hereafter be amended from time to
time, the “Credit Agreement”). All terms used herein and not otherwise defined shall have the same
meanings given to them in the Credit Agreement.



     B. The Borrower and the Requisite Lenders wish to amend the Credit Agreement to modify certain
covenants set forth in the Credit 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 Credit 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
Credit 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,
Form of Compliance Certificate, is hereby deleted and replaced by Exhibit B (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 Credit 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 Credit Agreement.




     (ii) All of the obligations of the parties to the Credit Agreement, as amended hereby,
are hereby ratified and confirmed. All references in the Loan Documents to the “Credit
Agreement” henceforth shall be deemed to refer to the Credit 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 Credit 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 First Amendment to
First Amended and Restated Unsecured Credit 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:






	 	 	 	 	 
	 	 	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:
	 
	 	 	 	 
	 	 	LASALLE BANK NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ JOHN MIX
	 

	 	 	 	 
	 

	 	Name:
	 	John Mix
	 

	 	 	 	 
	 

	 	Title:
	 	SVP
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	WELLS FARGO NATIONAL ASSOCIATION
	 
	 	 	 	 
	 

	 	By:
	 	/s/ CARA D’ANGELO
	 

	 	 	 	 
	 

	 	Name:
	 	Cara D’Angelo
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	CHARTER ONE BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ MICHELE S. JAWYN
	 

	 	 	 	 
	 

	 	Name:
	 	Michele S. Jawyn
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	WACHOVIA BANK, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ ROBERT P. MACGREGOR
	 

	 	 	 	 
	 

	 	Name:
	 	Robert P. MacGregor
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:






 









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	TD BANKNORTH, N.A.
	 
	 	 	 	 
	 

	 	By:
	 	/s/ CHARLES A. WALKER
	 

	 	 	 	 
	 

	 	Name:
	 	Charles A. Walker
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	ROYAL BANK OF CANADA
	 
	 	 	 	 
	 

	 	By:
	 	/s/ DAN LEPAGE
	 

	 	 	 	 
	 

	 	Name:
	 	Dan LePage
	 

	 	 	 	 
	 

	 	Title:
	 	Managing Director
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	SOVEREIGN BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ ERIN T. ASLAKSON
	 

	 	 	 	 
	 

	 	Name:
	 	Erin T. Aslakson
	 

	 	 	 	 
	 

	 	Title:
	 	Assistant Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	NATIONAL CITY BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ SEAN APICELLA
	 

	 	 	 	 
	 

	 	Name:
	 	Sean Apicella
	 

	 	 	 	 
	 

	 	Title:
	 	Assistant Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	RAYMOND JAMES BANK, FSB
	 
	 	 	 	 
	 

	 	By:
	 	/s/ LAURENS F. SCHAAD JR.
	 

	 	 	 	 
	 

	 	Name:
	 	Laurens F. Schaad Jr.
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:






 









 






	 	 	 	 	 
	 
	 	 	 	 
	 	 	FIRST HORIZON BANK,
	 	 	a division of First Tennessee Bank
	 
	 	 	 	 
	 

	 	By:
	 	/s/ KENNETH W. RUB
	 

	 	 	 	 
	 

	 	Name:
	 	Kenneth W. Rub
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	MEGA INTERNATIONAL COMMERCIAL BANK, NEW YORK BRANCH
(f/k/a “The International Commercial Bank of China, New
York Agency”)
	 
	 	 	 	 
	 

	 	By:
	 	/s/ TSANG-PEI HSU
	 

	 	 	 	 
	 

	 	Name:
	 	Tsang-Pei Hsu
	 

	 	 	 	 
	 

	 	Title:
	 	VP & Deputy General Manager
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	COMERICA BANK
	 
	 	 	 	 
	 

	 	By:
	 	/s/ JAMES GRAYCHECK
	 

	 	 	 	 
	 

	 	Name:
	 	James Graycheck
	 

	 	 	 	 
	 

	 	Title:
	 	Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address:
	 
	 	 	 	 
	 	 	COMPASS BANK, an Alabama banking corporation
	 
	 	 	 	 
	 

	 	By:
	 	/s/ JOHANNA DUKE PALEY
	 

	 	 	 	 
	 

	 	Name:
	 	Johanna Duke Paley
	 

	 	 	 	 
	 

	 	Title:
	 	Senior Vice President
	 

	 	 	 	 
	 
	 	 	 	 
	 	 	Address: