EXECUTION COPY
AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT
DATED AS OF SEPTEMBER 24, 2013
AMONG
BIOMED REALTY, L.P.,
AS BORROWER
AND
KEYBANK NATIONAL ASSOCIATION,
AS ADMINISTRATIVE AGENT AND CO-LEAD ARRANGER
AND
WELLS FARGO BANK NATIONAL ASSOCIATION,
AS SYNDICATION AGENT
AND
WELLS FARGO SECURITIES, LLC
AS CO-LEAD ARRANGER
AND
U.S. BANK NATIONAL ASSOCIATION,
AS CO-DOCUMENTATION AGENT
AND
THE SUMITOMO MITSUI BANKING CORPORATION,
AS CO-DOCUMENTATION AGENT
AND
THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO,
AS LENDERS
AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT
Dated as of September 24, 2013
This AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT is entered into as of
September 24, 2013 (the "Agreement 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 Agreement, and
each lender which may hereafter become a party to this Agreement pursuant to
Section 2.8 or Section 11.8 (collectively, together with KeyBank, the "Lenders"
and, individually, a "Lender") and KEYBANK NATIONAL ASSOCIATION, not
individually but as "Administrative Agent."
RECITALS
WHEREAS, certain of the Lenders have previously provided an unsecured revolving
credit facility to Borrower pursuant to an Unsecured Credit Agreement dated as
of July 14, 2011 as amended by that certain First Amendment to Unsecured Credit
Agreement dated as of March 30, 2012 and that certain Second Amendment to
Unsecured Credit Agreement dated as of August 2, 2012 (collectively, the "Prior
Agreement");
WHEREAS, Borrower has requested that the Lenders wholly amend and restate the
Prior Agreement to extend the maturity date thereof, provide for the addition of
a term loan component and make certain other modifications thereto; and
WHEREAS, the Lenders are willing to do so on the terms set forth in this
Agreement.
NOW, THEREFORE, in consideration of the recitals herein and the mutual covenants
contained herein, the parties hereto hereby agree as follows:
ARTICLE 1
DEFINITIONS AND ACCOUNTING TERMS
1.1.
Defined Terms. As used in this Agreement, the following terms shall have
the meanings set forth below:
"Absolute Interest Period" means, with respect to a Competitive Bid Loan made at
an Absolute Rate, a period of from one to one hundred-eighty days as requested
by Borrower in a Competitive Bid Quote Request and confirmed by a Lender in a
Competitive Bid Quote but in no event extending beyond the Maturity Date. If an
Absolute Interest Period would end on a day which is not a Banking Day, such
Absolute Interest Period shall end on the next succeeding Banking Day.
"Absolute Rate" means a fixed rate of interest (rounded to the nearest 1/100 of
1%) for an Absolute Interest Period with respect to a Competitive Bid Loan
offered by a Lender and accepted by the Borrower at such rate in accordance with
Section 2.4 hereof.
"Adjusted EBITDA" means, as of any date, (a) EBITDA with respect to the
Consolidated Group for the most recent Fiscal Quarter for which financial
results have been reported less