SECOND AMENDMENT TO SECURED TERM LOAN AGREEMENT

Exhibit 10.8

SECOND AMENDMENT TO
SECURED TERM LOAN AGREEMENT

     This SECOND AMENDMENT TO SECURED TERM LOAN AGREEMENT (this “Amendment”) is made as of November 3, 2006 (the “Effective Date”) by and among BIOMED REALTY, L.P., a Maryland limited partnership (the “Borrower”), KEYBANK NATIONAL ASSOCIATION and the several other banks and financial institutions identified on the signature pages hereof (the “Lenders”), and KEYBANK NATIONAL ASSOCIATION, not individually, but as “Agent”.

RECITALS

     A. The Borrower, the Agent and the Lenders are parties 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 (as it has been and may hereafter be amended from time to time, the “Loan Agreement”). All terms used herein and not otherwise defined shall have the same meanings given to them in the Loan Agreement.

     B. The Borrower and the Requisite Lenders wish to amend the Loan Agreement to modify certain covenants set forth in the Loan Agreement, all as set forth herein.

AGREEMENTS

          1. New Definition. As of the Effective Date, the following new definition is added to Section 1.1 of the Loan Agreement in the applicable alphabetical order:

     “CFLS Project” means that certain Project known as the Center for Life Sciences Building located at 0 Xxxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx, consisting of approximately 1.520 acres of land on which an eighteen (18) story office building/laboratory research center containing approximately 705,642 rentable square feet is under construction and which is being acquired in fee simple by a Wholly-Owned Subsidiary of Borrower.

          2. Permitted Investments. As of the Effective Date, Section 6.13(b) of the Loan Agreement is amended and restated to read as follows:

     (b) permit the sum of (i) the aggregate amount invested by the Consolidated Group in Projects owned by the Consolidated Group that are under development, excluding the CFLS Project, plus (ii) the Consolidated Group Pro Rata Share of any amounts so invested by the Investment Affiliates in Projects owned by the Investment Affiliates that are under development to exceed 20% of Gross Asset Value (with Projects under development ceasing to be treated as such when GAAP permits such Project to be classified as an operating asset);

          3. Exhibit B. To reflect the changes made by this Amendment, Exhibit B (Revised), Form of Compliance Certificate, is hereby deleted and replaced by Exhibit B (Second Revised) Form of Compliance Certificate attached to this Amendment and made a part hereof.

          4. Miscellaneous.

     (i) The Borrower represents and warrants to the Lenders that (i) after giving effect to this Amendment, no Default or Unmatured Default exists, (ii) the Loan Agreement is in full force and effect, and (iii) the Borrower has no defenses or offsets to, or claims or counterclaims, relating to, its obligations under the Loan Agreement.

     (ii) All of the obligations of the parties to the Loan Agreement, as amended hereby, are hereby ratified and confirmed. All references in the Loan Documents to the “Loan Agreement” henceforth shall be deemed to refer to the Loan Agreement as amended by this Amendment.

     (iii) Nothing contained in this Amendment shall be construed to disturb, discharge, cancel, impair or extinguish the indebtedness evidenced by the existing Notes and secured by the Loan Documents or waive, release, impair, or affect the liens arising under the Loan Documents or the validity or priority thereof.

     (iv) In the event of a conflict or inconsistency between the provisions of the Loan Documents and the provisions of this Amendment, the provisions of this Amendment shall govern. The provisions of this Amendment, the Loan Agreement, and the other Loan Documents are in full force and effect except as amended herein and the Loan Documents as so amended are ratified and confirmed hereby by the Borrower.

     (v) The Borrower agrees to reimburse the Agent for all reasonable out-of-pocket expenses (including legal fees and expenses) incurred in connection with the preparation, negotiation and consummation of this Amendment.

     (vi) This Amendment may be executed in counterparts which, taken together, shall constitute a single document.

     IN WITNESS WHEREOF, Borrower and the Requisite Lenders have caused this Second Amendment to Secured Term Loan Agreement to be duly executed as of the date first above written.

		BORROWER:
		BIOMED REALTY, L.P., a Maryland limited partnership
		By:		BioMed Realty Trust, Inc., its sole general partner
				By:		/s/ XXXX XXXXXXX
				Name:		Xxxx Xxxxxxx
				Title:		Chief Financial Officer
		Address:
		The undersigned, being the Guarantors under the Agreement, hereby consent to this Amendment:
		BIOMED REALTY TRUST, INC.
				By:		/s/ XXXX XXXXXXX
				Name:		Xxxx Xxxxxxx
				Title:		Chief Financial Officer
		EACH SUBSIDIARY GUARANTOR LISTED ON ATTACHMENT 1
		By:		BioMed Realty, L.P., a Maryland limited partnership, the sole member of each such Subsidiary Guarantor
		By:		BioMed Realty Trust, Inc., a Maryland corporation, its sole general partner
				By:		/s/ XXXX XXXXXXX
				Name:		Xxxx Xxxxxxx
				Title:		Chief Financial Officer

		ADMINISTRATIVE AGENT:
		KEYBANK NATIONAL ASSOCIATION, a national banking association, as Administrative Agent
		By:		/s/ XXXXX XXXXXX
		Name:		Xxxxx Xxxxxx
		Title:		Vice President
		Address:
		BANKS:
		KEYBANK NATIONAL ASSOCIATION, a national banking association
		By:		/s/ XXXXX XXXXXX
		Name:		Xxxxx Xxxxxx
		Title:		Vice President
		Address:
		U.S. BANK NATIONAL ASSOCIATION, a national banking association
		By:		/s/ XXXXXX X. XXXXXX
		Name:		Xxxxxx X. Xxxxxx
		Title:		Vice President
		Address:
		SOCIETE GENERALE
		By:		/s/ X.X. XXXXXXXXXXX
		Name:		X.X. Xxxxxxxxxxx
		Title:		Director
		Address:
		COMPASS BANK, an Alabama banking corporation
		By:		/s/ XXXXXXX XXXX XXXXX
		Name:		Xxxxxxx Xxxx Xxxxx
		Title:		Senior Vice President
		Address:

		ALLIED IRISH BANKS, p.l.c.
		By:		/s/ XXXXXXX X. XXXXXX
		Name:		Xxxxxxx X. Xxxxxx
		Title:		Senior Vice President
		By:		/s/ XXXXXX XXXXXXX
		Name:		Xxxxxx Xxxxxxx
		Title:		Vice President
		Address:
		XXXXXXX XXXXX BANK, FSB
		By:		/s/ XXXXXXX X. XXXXXX XX.
		Name:		Xxxxxxx X. Xxxxxx Xx.
		Title:		Vice President
		Address:
		XXXXXXX & CO
		By:		Boston Management and Research, as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX
		Title		Payson X. Xxxxxxxxx
		Title:		Vice President
		Address:
		XXXXX XXXXX VT FLOATING-RATE INCOME FUND
		By:		Xxxxx Xxxxx Management, as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX
		Title		Payson X. Xxxxxxxxx
		Title:		Vice President
		Address:

		XXXXX XXXXX LIMITED DURATION INCOME FUND
		By:		Xxxxx Xxxxx Management, as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX
		Title		Payson X. Xxxxxxxxx
		Title:		Vice President
		Address:
		XXXXX XXXXX SHORT DURATION DIVERSIFIED INCOME FUND
		By:		Xxxxx Xxxxx Management, as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX
		Title		Payson X. Xxxxxxxxx
		Title:		Vice President
		Address:
		XXXXX XXXXX SENIOR FLOATING-RATE TRUST
		By:		Xxxxx Xxxxx Management, as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX
		Title		Payson X. Xxxxxxxxx
		Title:		Vice President
		Address:
		XXXXX XXXXX FLOATING-RATE INCOME TRUST
		By:		Xxxxx Xxxxx Management, as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX
		Title		Payson X. Xxxxxxxxx
		Title:		Vice President
		Address:

		XXXXX XXXXX INSTITUTIONAL SENIOR LOAN FUND
		By:		Xxxxx Xxxxx Management, as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX
		Title		Payson X. Xxxxxxxxx
		Title:		Vice President
		Address:
		XXXXX XXXXX SENIOR INCOME TRUST
		By:		Xxxxx Xxxxx Management, as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX
		Title		Payson X. Xxxxxxxxx
		Title:		Vice President
		Address:
		SENIOR DEBT PORTFOLIO
		By:		Boston Management and Research, as Investment Advisor
		By:		/s/ PAYSON X. XXXXXXXXX
		Title		Payson X. Xxxxxxxxx
		Title:		Vice President
		Address:
		XXX XXXXXX SENIOR LOAN FUND
		By:		Xxx Xxxxxx Asset Management
		By:		/s/ XXXXXXXXX XXXXXXXX
		Name:		Xxxxxxxxx Xxxxxxxx
		Title:		Executive Director
		Address:

		XXX XXXXXX SENIOR INCOME TRUST
		By:		Xxx Xxxxxx Asset Management
		By:		/s/ XXXXXXXXX XXXXXXXX
		Name:		Xxxxxxxxx Xxxxxxxx
		Title:		Executive Director
		Address:
		XXXXXX XXXXXXX PRIME INCOME TRUST
		By:		/s/ XXXXX X. XXX
		Name:		Xxxxx X. Xxx
		Title:		Executive Director
		Address:
		PIONEER FLOATING RATE TRUST
		By:		/s/ M. XXXXX XXXXXXXXX
		Name:		M. Xxxxx Xxxxxxxxx
		Title:		Treasurer
		Address:
		HIGHLAND FLOATING RATE ADVANTAGE FUND
		By:		/s/ M. XXXXX XXXXXXXXX
		Name:		M. Xxxxx Xxxxxxxxx
		Title:		Treasurer
		Address:
		HIGHLAND LEGACY LIMITED
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., Its General Partner
		By:		/s/ XXXXX XXXXXXXX
		Name:		Xxxxx Xxxxxxxx
		Title:		Treasurer
		Address:

		LOAN FUNDING IV LLC
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., Its General Partner
		By:		/s/ XXXXX XXXXXXXX
		Name:		Xxxxx Xxxxxxxx
		Title:		Treasurer
		Address:
		JASPER CLO, LTD.
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., Its General Partner
		By:		/s/ XXXXX XXXXXXXX
		Name:		Xxxxx Xxxxxxxx
		Title:		Treasurer
		Address:
		LOAN FUNDING VII LLC
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., Its General Partner
		By:		/s/ XXXXX XXXXXXXX
		Name:		Xxxxx Xxxxxxxx
		Title:		Treasurer
		Address:
		EMERALD ORCHARD LIMITED
		By:		/s/ XXXXX XXXXXX
		Name:		Xxxxx Xxxxxx
		Title:		Authorized Signatory
		Address:

		GLENEAGLES CLO, LTD.
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., Its General Partner
		By:		/s/ XXXXX XXXXXXXX
		Name:		Xxxxx Xxxxxxxx
		Title:		Treasurer
		Address:
		HFT REAL ESTATE CDO 2006 — 1, LTD
		By:		Highland Capital Management, L.P., as Collateral Manager
		By:		Strand Advisors, Inc., Its General Partner
		By:		/s/ XXXXX XXXXXXXX
		Name:		Xxxxx Xxxxxxxx
		Title:		Treasurer
		Address: