SECOND AMENDMENT TO SECOND AMENDED AND RESTATED UNSECURED CREDIT AGREEMENT
Exhibit 10.27
SECOND AMENDMENT TO SECOND AMENDED AND RESTATED
UNSECURED CREDIT AGREEMENT
UNSECURED CREDIT AGREEMENT
This Second Amendment to Second Amended and Restated Unsecured Credit Agreement (the
“Amendment”) is made as of December 4, 2009, by and among BIOMED REALTY, L.P.
(“Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and those new
“Lenders” shown on the signature pages hereof.
R E C I T A L S
A. Borrower, Administrative Agent, the Lenders executing this Amendment and certain other
Lenders have entered into a Second Amended and Restated Unsecured Credit Agreement dated as of
August 1, 2007 as amended by that certain First Amendment to Second Amended and Restated Unsecured
Credit Agreement dated as of November 23, 2009 (as it may be further amended, the “Credit
Agreement”). All capitalized terms used herein and not otherwise defined shall have the
meanings given to them in the Credit Agreement.
B. Pursuant to the terms of the Credit Agreement, the Lenders have agreed to provide Borrower
with a revolving credit facility with an initial Aggregate Commitment of $665,000,000. The
Borrower and the Administrative Agent on behalf of the Lenders now desire to amend the Credit
Agreement in order to, among other things (i) pursuant to Section 2.8 of the Credit Agreement
increase the Aggregate Commitment to $720,000,000; and (ii) admit certain additional Lenders under
the Credit Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
AGREEMENTS
1. The foregoing Recitals to this Amendment hereby are incorporated into and made part of this
Amendment.
2. From and after December 4, 2009 (the “Effective Date”), each of Xxxxxx Xxxxxxx
Bank, N.A. and Deutsche Bank Trust Company Americas shall be considered as a “Subsequent Lender”
and a “Lender” under the Credit Agreement and hereby agrees to all terms and conditions set forth
in the Credit Agreement and the Loan Documents and agrees that by executing this Amendment, it
shall be considered a party to the Credit Agreement and the Loan Documents having a Commitment in
the amount shown next to its signature on the signature page of this Amendment. The Borrower
shall, on or before the Effective Date, execute and deliver to the Subsequent Lender a Line Note to
evidence the Advances to be made by such Lender.
3. From and after the Effective Date, the term “Aggregate Commitment” shall mean,
subject to Section 2.7 and Section 2.8 of the Credit Agreement, Seven Hundred Twenty Million
Dollars ($720,000,000). The respective Commitments and Percentages of the Lenders with respect to
the Aggregate Commitment are set forth on Schedule 1.1 attached hereto and made a part
hereof.
4. From and after the Effective Date, the term “Aggregate Line Commitment” shall mean
an Aggregate Commitment of $720,000,000 plus any increase in the Aggregate Commitment under
Section 2.8 of the Credit Agreement, which is not a Term Commitment.
5. For purposes of Section 11.6 of the Credit Agreement (Notices), the address(es) and
facsimile number(s) for such new Lenders shall be as specified below their respective signature(s)
on the signature pages of this Amendment.
6. The Borrower hereby represents and warrants to Lenders that, as of the Effective Date:
(a) no Default or Event of Default under the Credit Agreement or any of the Loan
Documents has occurred and is continuing;
(b) except (i) for representations and warranties which expressly speak as of a
particular date or are no longer true and correct as a result of a change which is permitted
by this Agreement or (ii) as disclosed by Borrower and approved in writing by the Requisite
Lenders, the representations and warranties contained in Article 4 of the Credit Agreement
are true and correct in all material respects as of the Effective Date as though made on the
Effective Date; and
(c) the Borrower has no offsets or claims against any of the Lenders.
7. As expressly modified as provided herein, the Credit Agreement shall continue in full force
and effect.
8. This Amendment may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Amendment by signing
any such counterpart.
9. This Amendment shall be governed by and construed in accordance with the laws of the State
of New York.
[Remainder of Page left Intentionally Blank.]
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IN WITNESS WHEREOF, the parties have executed and delivered this Amendment as of the date
first written above.
| BIOMED REALTY, L.P., a Maryland limited partnership | ||||||
| By: | BioMed Realty Trust, Inc., its sole general partner | |||||
| By: | /S/ XXXXX XXXXXXXXXX
|
|||||
| Title: VP, Finance | ||||||
| Address: | ||||||
| BioMed Realty, L.P. | ||||||
| 00000 Xxxxxxxx Xxxxxx Xxxxx | ||||||
| Xxx Xxxxx, Xxxxxxxxxx 00000 | ||||||
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| ADMINISTRATIVE AGENT: | ||||||
| KEYBANK NATIONAL ASSOCIATION, | ||||||
| as Administrative Agent | ||||||
| By: | /S/ XXXXXXX X. XXXXX
|
|||||
| Title: Vice President | ||||||
| Address: | ||||||
| KeyBank — Real Estate Capital | ||||||
| 000 Xxxxxx Xxxxxx — 8th Floor | ||||||
| Mail Code: OH-01-27-0839 | ||||||
| Xxxxxxxxx, Xxxx 00000 | ||||||
| Phone: 000-000-0000 | ||||||
| Facsimile: 000-000-0000 | ||||||
| Attn: Xxxxxxx X. Xxxxx | ||||||
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| Commitment: $25,000,000 | XXXXXX XXXXXXX BANK, N.A. | |||||
| By: | /S/ XXXX XXXXXX
|
|||||
| Title: Authorized Signatory | ||||||
| Address: | ||||||
| Xxxxxx Xxxxxxx Bank, N.A. | ||||||
| One Utah Center | ||||||
| 000 Xxxxx Xxxx Xxxxxx, 0xx Xxxxx | ||||||
| Xxxx Xxxx Xxxx, Xxxx 00000 | ||||||
| Facsimile: 000-000-0000 | ||||||
| Attention: Xxxxxx X. Xxxxxxx | ||||||
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| Commitment: $30,000,000 | DEUTSCHE BANK TRUST COMPANY AMERICAS | |||||
| By: | /S/ XXXXXXX X. XXXXX
|
|||||
| Title: Vice President | ||||||
| By: | /S/ XXXXX XXXXXXX | |||||
| Print Name: Xxxxx Xxxxxxx | ||||||
| Title: Managing Director | ||||||
| Address: | ||||||
| Deutsche Bank Trust Company Americas | ||||||
| c/o DB Services New Jersey, Inc. | ||||||
| 000 Xxxxx Xxx, XXX00-0000 | ||||||
| Xxxxxx Xxxx, XX 00000 | ||||||
| Phone: 000-000-0000 | ||||||
| Facsimile: 000-000-0000 | ||||||
| Attn: Xxxxxx Xxxxxxxxx | ||||||
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SCHEDULE 1.1
BANK COMMITMENTS AND
PERCENTAGES
(*As of December 4, 2009)
PERCENTAGES
(*As of December 4, 2009)
| Lender | Commitment | Percentage | ||||||
KeyBank |
$ | 60,000,000 | 8.33 | % | ||||
U.S. Bank |
$ | 50,000,000 | 6.94 | % | ||||
Wachovia |
$ | 50,000,000 | 6.94 | % | ||||
Charter One |
$ | 50,000,000 | 6.94 | % | ||||
Societe Generale |
$ | 40,000,000 | 5.56 | % | ||||
LaSalle |
$ | 40,000,000 | 5.56 | % | ||||
Massachusetts Mutual |
$ | 35,000,000 | 4.86 | % | ||||
Xxxx XX |
$ | 35,000,000 | 4.86 | % | ||||
Credit Suisse, Cayman Islands Branch |
$ | 35,000,000 | 4.86 | % | ||||
RBC |
$ | 35,000,000 | 4.86 | % | ||||
PB Capital |
$ | 30,000,000 | 4.17 | % | ||||
Artesia |
$ | 30,000,000 | 4.17 | % | ||||
TD Banknorth |
$ | 30,000,000 | 4.17 | % | ||||
UBS Loan Finance LLC |
$ | 30,000,000 | 4.17 | % | ||||
Deutsche Bank |
$ | 30,000,000 | 4.17 | % | ||||
Sovereign |
$ | 25,000,000 | 3.47 | % | ||||
Xxxxxxx Xxxxx |
$ | 25,000,000 | 3.47 | % | ||||
Xxxxxx Xxxxxxx |
$ | 25,000,000 | 3.47 | % | ||||
West Immo |
$ | 20,000,000 | 2.78 | % | ||||
National City Bank |
$ | 17,500,000 | 2.43 | % | ||||
Comerica |
$ | 10,000,000 | 1.39 | % | ||||
People’s Bank |
$ | 10,000,000 | 1.39 | % | ||||
ICBC |
$ | 5,000,000 | .69 | % | ||||
Compass Bank |
$ | 2,500,000 | .35 | % | ||||
TOTAL: |
$ | 720,000,000 | 100 | % | ||||
| * | Schedule 1.1 may be subsequently revised from time to time to reflect assignments of a Bank’s interest in the Loans as contemplated in Section 11.8, and reductions in the Aggregate Commitment pursuant to Section 2.7, or increases in the Aggregate Commitment pursuant to Section 2.8. |
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