Exhibit 4.5


 


Execution Version





 





DATED AS OF SEPTEMBER 12, 2019


 


ALEXANDRIA REAL ESTATE
EQUITIES, INC.,
 as Issuer,


 


 Alexandria Real Estate Equities, L.P.
 as
Guarantor,


 


and


 


BRANCH BANKING
AND TRUST COMPANY,
 as Trustee


 


SUPPLEMENTAL INDENTURE NO. 11
 $200,000,000
 4.000% SENIOR NOTES DUE 2050


 



    


     


    







 


contents


 


	Clause	Page
	 	 
	ARTICLE I   RELATION TO INDENTURE	3
	Section 1.1   Relation to Indenture	3
	ARTICLE II   DEFINED TERMS	3
	Section 2.1   Defined Terms	3
	ARTICLE III   THE SERIES OF NOTES	3
	Section 3.1   Establishment; Terms	3
	Section 3.2   Price	3
	Section 3.3   Accrual of Interest	3
	Section 3.4   Limitation on Aggregate Principal Amount	3
	Section 3.5   Guarantee	3
	ARTICLE IV   MISCELLANEOUS PROVISIONS	4
	Section 4.1   Ratification of Indenture	4
	Section 4.2   Governing Law	4
	Section 4.3   Counterparts	4
	Section 4.4   Effect of Headings	4
	Section 4.5   Conflicts	4
	Section 4.6   Trust Indenture Act Controls	4
	Section 4.7   Rights of Holders Limited	4
	Section 4.8   Rights and Duties of Trustee	4
	Section 4.9   Notices	5



 






     


     


    

 


SUPPLEMENTAL INDENTURE
NO. 11, dated as of September 12, 2019 (this “Eleventh Supplemental Indenture”), among ALEXANDRIA REAL
ESTATE EQUITIES, INC., a Maryland corporation (the “Company”), ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware
limited partnership (the “Guarantor”) and BRANCH BANKING AND TRUST COMPANY, as trustee (the “Trustee”).


 


R E C I T A L S


 


WHEREAS, the Company,
the Guarantor and the Trustee have heretofore entered into an Indenture dated as of March 3, 2017 (the “Base Indenture”),
providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness (the “Securities”)
of the Company in one or more series;


 


WHEREAS, the Company,
the Guarantor and the Trustee executed the first supplemental indenture, dated as of March 3, 2017, pursuant to which the Company
issued $350,000,000 in aggregate principal amount of its 3.95% Senior Notes due 2028 on March 3, 2017;


 


WHEREAS, the Company,
the Guarantor and the Trustee executed the second supplemental indenture, dated as of November 20, 2017, pursuant to which the
Company issued $600,000,000 in aggregate principal amount of its 3.45% Senior Notes due 2025 on November 20, 2017;


 


WHEREAS, the Company,
the Guarantor and the Trustee executed the third supplemental indenture, dated as of June 21, 2018, pursuant to which the Company
issued $450,000,000 in aggregate principal amount of its 4.000% Senior Notes due 2024 on June 21, 2018 (the “Existing
2024 Notes”);


 


WHEREAS, the Company,
the Guarantor and the Trustee executed the fourth supplemental indenture, dated as of June 21, 2018, pursuant to which the Company
issued $450,000,000 in aggregate principal amount of its 4.700% Senior Notes due 2030 on June 21, 2018;


 


WHEREAS, the Company,
the Guarantor and the Trustee executed the fifth supplemental indenture, dated as of March 21, 2019, pursuant to which the Company
issued $350,000,000 in aggregate principal amount of its 3.800% Senior Notes due 2026 on March 21, 2019;


 


WHEREAS, the Company,
the Guarantor and the Trustee executed the sixth supplemental indenture, dated as of March 21, 2019, pursuant to which the Company
issued $300,000,000 in aggregate principal amount of its 4.850% Senior Notes due 2049 on March 21, 2019;


 


WHEREAS, the Company,
the Guarantor and the Trustee executed the seventh supplemental indenture, dated as of March 21, 2019, pursuant to which the Company
issued, as part of the Existing 2024 Notes series, $200,000,000 in aggregate principal amount of its 4.000% Senior Notes due 2024
on March 21, 2019;


 


WHEREAS, the Company,
the Guarantor and the Trustee executed the eighth supplemental indenture, dated as of July 15, 2019, pursuant to which the Company
issued $750,000,000 in aggregate principal amount of its 3.375% Senior Notes due 2031 on July 15, 2019;


 






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WHEREAS, the Company,
the Guarantor and the Trustee executed the ninth supplemental indenture (the “Ninth Supplemental Indenture”),
dated as of July 15, 2019, pursuant to which the Company issued $500,000,000 in aggregate principal amount of its 4.000% Senior
Notes due 2050 on July 15, 2019 (the “Existing 2050 Notes”);


 


WHEREAS, concurrently
herewith, the Company, the Guarantor and the Trustee will execute the tenth supplemental indenture, dated as of September 12, 2019,
pursuant to which the Company will issue $400,000,000 in aggregate principal amount of its 2.750% Senior Notes due 2029;


 


WHEREAS, Section 3.4
of the Ninth Supplemental Indenture provides that, without notice to or the consent of the Holders of the Existing 2050 Notes,
by an indenture supplemental to the Base Indenture, the Company may increase the principal amount of the Existing 2050 Notes by
issuing Additional Notes on the same terms and conditions as the Existing 2050 Notes, except for any difference in the issue price
and interest accrued prior to the issue date of the Additional Notes, and with the same CUSIP number as the Existing 2050 Notes
so long as such Additional Notes are fungible for U.S. income tax purposes with the Existing 2050 Notes (as determined by the Company);


 


WHEREAS, each of the
Company and the Guarantor desires to execute this Eleventh Supplemental Indenture to increase the principal amount of the Existing
2050 Notes by providing for the issuance of Additional Notes, as part of the same series as and on the same terms and conditions
as the Existing 2050 Notes (the “Additional 2050 Notes” and, together with the Existing 2050 Notes, the “Notes”)
in an initial aggregate principal amount of $200,000,000;


 


WHEREAS, the Board
of Directors of the Company (the “Board of Directors”) has duly adopted resolutions authorizing the Company
to increase the principal amount of the Existing 2050 Notes, to issue the Additional 2050 Notes and to execute and deliver this
Eleventh Supplemental Indenture;


 


WHEREAS, the Board
of Directors of ARE-QRS Corp., as sole general partner of the Guarantor, has duly adopted resolutions authorizing the Guarantor
to execute and deliver this Eleventh Supplemental Indenture;


 


WHEREAS, concurrently
with the execution hereof, the Company has delivered to the Trustee an Officers’ Certificate and has caused its counsel to
deliver to the Trustee an Opinion of Counsel or a reliance letter upon an Opinion of Counsel satisfying the requirements of Sections
1.2, 3.3 and 9.3 of the Base Indenture; and


 


WHEREAS, all other
conditions and requirements necessary to make this Eleventh Supplemental Indenture, when duly executed and delivered, a valid and
binding agreement in accordance with its terms and for the purposes herein expressed, have been performed and fulfilled.


 


NOW, THEREFORE, THIS
INDENTURE WITNESSETH:


 


For and in consideration
of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each of
the Company, the Guarantor and the Trustee agrees as follows:


 






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ARTICLE
I



 


RELATION TO INDENTURE


 


Section 1.1           
Relation to Indenture. This Eleventh Supplemental Indenture constitutes an integral part of the Indenture. Notwithstanding
any other provision of this Eleventh Supplemental Indenture, all provisions of this Eleventh Supplemental Indenture are expressly
and solely for the benefit of the Holders of the Additional 2050 Notes and any such provisions shall not be deemed to apply to
any other Securities issued under the Base Indenture and shall not be deemed to amend, modify or supplement the Base Indenture
for any purpose other than with respect to the Additional 2050 Notes.


 


ARTICLE
II



 


DEFINED TERMS


 


Section 2.1           
Defined Terms. Capitalized terms not otherwise defined herein have the meanings set forth in the Base Indenture,
as supplemented, amended or restated, from time to time (the “Indenture”).


 


ARTICLE
III



 


THE SERIES OF NOTES


 


Section 3.1           
Establishment; Terms. There shall be an increase the principal amount of the Existing 2050 Notes by the issuance
of the Additional 2050 Notes. The Additional 2050 Notes shall be issued as part of the existing series of Existing 2050 Notes and,
except as set forth herein, on same terms and conditions as the Existing 2050 Notes in accordance with the Indenture. The Additional
2050 shall be fungible for U.S. income tax purposes with the Existing 2050 Notes.


 


Section 3.2           
Price. The Additional 2050 Notes shall be issued at a public offering price of 110.380% of the principal amount thereof,
other than any offering discounts pursuant to the initial offering and resale of the Additional 2050 Notes.


 


Section 3.3           
Accrual of Interest. Notwithstanding any provision to the contrary in the Ninth Supplemental Indenture, interest
on the Additional 2050 Notes shall be deemed to have commenced accruing on July 15, 2019, which is the date of original issuance
of the Existing 2050 Notes. Holders of the Additional 2050 Notes shall not be entitled to interest accrued on the Notes prior to
such date.


 


Section 3.4           
Limitation on Aggregate Principal Amount. Subject to Section 3.4 of the Ninth Supplemental Indenture, the aggregate
principal amount of the Additional 2050 Notes shall initially be limited to $200,000,000.


 


Section 3.5           
Guarantee. The Guarantor and the Company acknowledge and agree that the provisions of Article V of the Ninth Supplemental
Indenture shall apply to the Additional 2050 Notes and that such Additional 2050 Notes shall be entitled to the benefits of the
Guarantee.


 






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ARTICLE
IV



 


MISCELLANEOUS PROVISIONS


 


Section 4.1           
Ratification of Indenture. Except as expressly amended and supplemented hereby, the Indenture is in all respects
ratified and confirmed by each of the Company, the Guarantor and the Trustee, and all the terms, conditions and provisions thereof
shall remain in full force and effect. This Eleventh Supplemental Indenture shall form a part of the Indenture for all purposes,
and every Holder of Additional 2050 Notes heretofore or hereafter authenticated and delivered shall be bound hereby.


 


Section 4.2           
Governing Law. This Eleventh Supplemental Indenture shall be governed by and construed in accordance with the laws
of the State of New York. This Eleventh Supplemental Indenture is subject to the provisions of the Trust Indenture Act and shall,
to the extent applicable, be governed by such provisions.


 


Section 4.3           
Counterparts. This Eleventh Supplemental Indenture may be executed in any number of counterparts, each of which so
executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
The exchange of copies of this Eleventh Supplemental Indenture and of signature pages by facsimile or PDF transmission shall constitute
effective execution and delivery of this Eleventh Supplemental Indenture as to the parties hereto and may be used in lieu of an
original of this Eleventh Supplemental Indenture and signature pages for all purposes.


 


Section 4.4           
Effect of Headings. The headings of the Articles and Sections of this Eleventh Supplemental Indenture have been inserted
for convenience of reference only, are not to be considered a part hereof, and shall in no way modify or restrict any of the terms
or provisions hereof.


 


Section 4.5           
Conflicts. In the event of any conflict between the terms of this Eleventh Supplemental Indenture and the terms of
the Indenture, the terms of this Eleventh Supplemental Indenture shall control.


 


Section 4.6           
Trust Indenture Act Controls. If any provision of this Eleventh Supplemental Indenture limits, qualifies, or conflicts
with another provision that is required or deemed to be included in this Eleventh Supplemental Indenture by the Trust Indenture
Act, such required or deemed provision shall control.


 


Section 4.7           
Rights of Holders Limited. Notwithstanding anything herein to the contrary, the rights of Holders with respect to
this Eleventh Supplemental Indenture and the Guarantee shall be limited in the manner and to the extent the rights of Holders are
limited under the Indenture with respect to the Indenture and the Securities.


 


Section 4.8           
Rights and Duties of Trustee. The rights and duties of the Trustee shall be determined by the express provisions
of the Base Indenture and, except as expressly set forth in this Eleventh Supplemental Indenture, nothing in this Eleventh Supplemental
Indenture shall in any way modify or otherwise affect the Trustee’s rights and duties thereunder. The Trustee makes no representation
or warranty, express or implied, as to the validity of this Eleventh Supplemental Indenture and, except insofar as relates to the
validity hereof with respect to the Trustee specifically, the Trustee shall not be liable in connection therewith. The Trustee
makes no representation or warranty, express or implied, as to the accuracy or completeness of any information contained in any
offering or disclosure document related to the sale of the Notes, except for such information that specifically pertains to the
Trustee itself, or any information incorporated therein by reference as it relates specifically to the Trustee. If and when the
Trustee shall be or become a creditor of the Company (or any other obligor upon the Notes), excluding any creditor relationship
listed in Trust Indenture Act Section 311(b), the Trustee shall be subject to the provisions of the Trust Indenture Act regarding
the collection of claims against the Company (or any such other obligor). If the Trustee has or shall acquire a conflicting interest
within the meaning of the Trust Indenture Act, the Trustee shall either eliminate such interest or resign, to the extent and in
the manner provided by, and subject to the provisions of, the Trust Indenture Act and the Indenture.


 






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Section 4.9           
Notices. Any notice or communication by the Company, the Guarantor or the Trustee made pursuant to the provisions
of the Indenture or the Notes shall be in writing, including facsimile, and delivered in person, delivered by commercial courier
service or mailed by first-class mail, postage prepaid, addressed as follows:


 


if to the Company or
the Guarantor:


 


Alexandria Real Estate Equities, Inc.


26 North Euclid Avenue


Pasadena, California 91101


Attention: General Counsel


Telephone: (626) 578-0777


Facsimile: (626) 578-0770


 


if to the Trustee:


 


Branch Banking and Trust Company


223 West Nash Street


Wilson, North Carolina 27893


Attention: Greg Yanok


Telephone: 252-246-4679


Facsimile: 252-246-4303


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF,
the parties hereto have caused this Eleventh Supplemental Indenture to be duly executed by their respective officers hereunto duly
authorized, all as of the day and year first written above.


 


	 	 	ALEXANDRIA REAL ESTATE EQUITIES,
    INC.,
	 	 	as Issuer
	 	 	 
	 	 	By:	/s/ Dean A. Shigenaga
	 	 	Name:	Dean A. Shigenaga
	 	 	Title:	Co-President and Chief Financial Officer
	 	 	 
	 	 	ALEXANDRIA REAL ESTATE EQUITIES,
    L.P., 

as Guarantor
	 	 	 
	 	 	By:	ARE-QRS Corp.,
	 	 	 	its General Partner
	 	 	 
	 	 	By:	/s/ Dean A. Shigenaga
	 	 	Name:	Dean A. Shigenaga
	 	 	Title:	Co-President and Chief Financial Officer
	 	 	 
	 	 	BRANCH BANKING AND TRUST COMPANY,

    as Trustee
	 	 	 
	 	 	By:	/s/ Gregory Yanok
	 	 	Name:	Gregory Yanok
	 	 	Title:	Vice President




 





[Signature Page to Eleventh Supplemental
Indenture]