Exhibit 10.1
SECOND AMENDED AND RESTATED
UNSECURED CREDIT 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
SECOND AMENDED AND RESTATED
UNSECURED CREDIT AGREEMENT
Dated as of August 1, 2007
This SECOND AMENDED AND RESTATED UNSECURED CREDIT 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 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 a First Amended and Restated
Unsecured Credit Agreement dated as of June 28, 2006 as amended by a First
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, provide for the possible
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:
"Adjusted Current Value" means, as of any date with respect to any
Income-Producing Project, (i) if such Project has been owned by one or more
members of the Consolidated Group for at least one full Fiscal Quarter for which
financial results have been reported, the Adjusted NOI for such Project divided
by the Capitalization Rate or (ii) if such Project has not been so owned for a
full Fiscal Quarter, the purchase price paid for such Project, net of fees and
closing costs.
"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 for the most recent Fiscal Quarter for
which financial results have been reported and
deducting therefrom the then-current annualized Capital Reserves with respect to
such Project