Exhibit 10.2
FIRST AMENDED AND RESTATED
SECURED TERM LOAN AGREEMENT
DATED AS OF AUGUST 1, 2007
AMONG
BIOMED REALTY, L.P.,
AS BORROWER
AND
KEYBANK NATIONAL ASSOCIATION
AS ADMINISTRATIVE AGENT AND LEAD ARRANGER
AND
U.S. BANK NATIONAL ASSOCIATION AND WACHOVIA BANK, N.A.
AS CO-SYNDICATION AGENTS
AND
LASALLE BANK NATIONAL ASSOCIATION AND SOCIETE GENERAL
AS CO-DOCUMENTATION AGENTS
AND
THE SEVERAL LENDERS
FROM TIME TO TIME PARTIES HERETO,
AS LENDERS
FIRST AMENDED AND RESTATED
SECURED TERM LOAN AGREEMENT
Dated as of August 1, 2007
This FIRST AMENDED AND RESTATED SECURED TERM LOAN AGREEMENT is entered into
as of August 1, 2007 (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 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 a secured term
loan facility to Borrower pursuant 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
and a Second Amendment thereto dated as of November 3, 2006 (collectively, the
"Prior Agreement");
WHEREAS, Borrower has requested that the Lenders amend and restate the
Prior Agreement to extend the maturity date thereof 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:
"Account Agreement" means the Amended and Restated Account Security,
Pledge, Assignment and Control Agreement dated of even date herewith among
Borrower, the Administrative Agent, for the benefit of the Lenders, and KeyBank,
as depository bank with respect to the payment of Excess Funds by Borrower and
the Subject Property Owners to the Deposit Account, as the same may be modified,
amended or restated from time to time.
"Acknowledgments" means collectively, the Acknowledgments, which have been
incorporated in the Assignment of Interests, executed by the Subject Property
Owners in favor of the Administrative Agent, for the benefit of Lenders, as the
same may be modified, amended or restated from time to time.
"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 (b) Capital Reserves divided by four (4).
"Adjusted NOI" means, as of any date with respect to any Project or group
of Projects, an annualized amount determined by multiplying four (4) times NOI
of such Project or group of Projects