Exhibit 10.3
FIRST AMENDMENT TO UNSECURED CREDIT AGREEMENT
This First Amendment to Unsecured Credit Agreement (the “Amendment”) is made as of March 30, 2012 (the “Effective Date”), by and among BIOMED REALTY, L.P. (“Borrower”), KEYBANK NATIONAL ASSOCIATION, as “Administrative Agent,” and such of the lenders (“Lenders”) party to the Loan Agreement (defined below) constituting the Requisite Lenders under the Loan Agreement, and, solely for the purpose of agreeing to the terms and conditions ofSection 5 below, BIOMED REALTY TRUST, INC., a Maryland corporation (“Guarantor”).
R E C I T A L S
A. Borrower, Administrative Agent, the Lenders executing this Amendment and certain other Lenders have entered into that certain Unsecured Credit Agreement dated as of July 14, 2011 (as it may be further amended, the “Loan Agreement”). All capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Loan Agreement.
B. Concurrently herewith, Administrative Agent and certain lenders have agreed to provide Borrower with an unsecured term credit facility with an initial Aggregate Commitment of $400,000,000, subject to future increase to up to $500,000,000 (the “Related Facility”), as evidenced by that certain Unsecured Term Credit Agreement of even date herewith by and among Borrower, Administrative Agent and certain other lenders as more particularly identified therein (the “Unsecured Term Credit Agreement”).
C. Borrower has requested that Administrative Agent and Lenders agree to amend the Loan Agreement as provided herein.
NOW, THEREFORE, with reference to the foregoing Recitals, all of which are incorporated herein by this reference, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:
AGREEMENTS
1.Amendments to Defined Terms. The following Definitions from Article I of the Loan Agreement are modified as follows:
A. The defined term “Gross Asset Value” is hereby deleted and replaced with the following:
““Gross Asset Value” means, as of any day, an amount equal to the sum of the following assets then owned by a member of the Consolidated Group or an Investment Affiliate and valued as follows: (i) Adjusted NOI attributable to Projects owned by a member of the Consolidated Group (or the Consolidated Group Pro Rata Share thereof with respect to Projects owned by an Investment Affiliate) (excluding any such portion of such Adjusted NOI attributable to (a) Projects that were Unstabilized Projects at any time during the Fiscal Quarter with respect to which Adjusted NOI is determined, (b) Projects acquired after the first day of such Fiscal Quarter, or (c) Projects disposed of during or after such Fiscal Quarter),divided by the Capitalization Rate;plus, without duplication, (ii) with respect to each such Project that was an Unstabilized Project, the greater of (a) the portion of such Adjusted NOI attributable to such Project (or the Consolidated Group Pro Rata Share thereof with respect to any such excluded Project owned by an Investment Affiliate),divided by the Capitalization Rate and (b) the Consolidated Group’s GAAP cost basis (or the Consolidated Group Pro Rata Share thereof with respect to any such excluded Project owned by an Investment Affiliate) in such Project;plus (iii) the Consolidated Group’s GAAP cost basis of all Projects acquired after the first day of such Fiscal Quarter and on or prior to such date of determination (or the Consolidated Group Pro Rata Share thereof with respect to any such acquired Project owned by an Investment Affiliate);plus (iv) the Consolidated Group’s GAAP cost basis of all raw land held for development as of such date (or the Consolidated Group Pro Rata Share thereof with respect to any such land owned by an Investment Affiliate) (provided that the amount contributed to Gross Asset Value under this clause (iv) shall not exceed 10% of the total Gross Asset Value);plus (v) note receivables (valued at par value less impairments in accordance with GAAP) which are Permitted Investments per the terms ofSection 6.13(d)hereinbelow (provided that the amount contributed to Gross Asset Value under this clause (v) shall not exceed 10% of the total Gross Asset Value);plus (vi) cash and Cash Equivalents of the Consolidated Group as of such date of determination. For purposes of determining Gross Asset Value, Projects with negative Adjusted NOI shall be excluded from clause (i) of the preceding sentence.”
B. The defined term “Negative Pledge” is hereby deleted and replaced with the following
““Negative Pledge” means a Contractual Obligation (other than the Loan Documents and the documents executed in connection with the Related Facility) that contains a covenant binding on any owner of a Project that prohibits Liens on any of such owner’s Projects, other than any such covenant contained in a Contractual Obligation (other than the Loan Documents and the documents executed in connection with the Related Facility) (a) granting or relating to a particular Lien on a Project or on an equity interest in a Project which prohibits further Liens on such Project and/or on the direct or indirect ownership interests in the entity owning such Project, or (b) requiring that the Consolidated Group maintain a pool of unencumbered properties of a size determined by reference to the total amount of Total Unsecured Indebtedness of the Consolidated Group on substantially similar terms to those provisions contained herein regarding the Unencumbered Projects, but that do not generally prohibit the encumbrance of the Borrower’s or the Consolidated Group’s assets, or the encumbrance of any specific assets.”
C. The defined term “Total Unsecured Indebtedness” is hereby deleted and replaced with the following
““Total Unsecured Indebtedness” means, as of any date, (A) Consolidated Outstanding Indebtedness (including without limitation all Indebtedness under this Agreement and the Unsecured Term Credit Agreement) less (B) all Secured Indebtedness of the Consolidated Group less (C) the Consolidated Group Pro Rata Share of all Secured Indebtedness of Investment Affiliates, provided that any Secured Indebtedness which both (i) is secured solely by a pledge of stock, partnership interests, membership interests or other ownership interests in a Person owning a Project or Projects and (ii) is a recourse obligation of Borrower or Parent shall be included in “Total Unsecured Indebtedness” notwithstanding clauses (B) and (C) of this sentence.”
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D. The defined term “Designated Deposit Account” is hereby deleted from the Loan Agreement.
2.Additional Defined Terms. Article 1 of the Loan Agreement is hereby amended by the addition of the following new defined terms having the following meanings as provided herein:
A. “Related Facility” means the credit facility made available to Borrower under the Unsecured Term Credit Agreement.
B. “Unsecured Term Credit Agreement” means that certain Unsecured Credit Agreement dated as of March 30, 2012 by and among the Borrower, KeyBank and certain other lenders identified therein, as it may be amended or modified from time to time.
3.Amendments to Loan Agreement. The Loan Agreement is hereby amended as follows:
A.Loans Generally. The last grammatical sentence contained in Section 2.1(d) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:
“Upon satisfaction or waiver of the applicable conditions set forth inArticle 8, all Advances shall be credited on that date in immediately available funds to the account designated by Borrower.”
B.Events of Default. Section 9.1(g) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:
“(g) Borrower or Guarantor or any other member of the Consolidated Group fails to perform or observe any other term, covenant or agreement on its part to be performed or observed within any applicable notice and cure period, or suffers any such event of default to occur, in connection with (A) any present or future Indebtedness under the Unsecured Term Credit Agreement or any other present or future Indebtedness (other than Non-Recourse Indebtedness) having an outstanding principal balance, individually or in the aggregate of $25,000,000 or more, or (B) any present or future Non-Recourse Indebtedness having an outstanding principal balance, individually or in the aggregate, of $65,000,000 or more (provided, that for the purpose of this clause (g), the principal amount of Indebtedness consisting of a Swap Agreement shall be the amount which is then payable by the counterparty to close out the Swap Agreement); or…”
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C.Remedies Upon Event of Default. Section 9.2(d) of the Loan Agreement is hereby deleted in its entirety and replaced with the following:
“(d) The order and manner in which the Lenders’ rights and remedies are to be exercised shall be determined by the Requisite Lenders in their sole discretion, and all payments received by the Administrative Agent and the Lenders, or any of them, shall be applied first to the costs and expenses (including reasonable attorneys’ fees and disbursements and the reasonably allocated costs of attorneys employed by the Administrative Agent or by any Lender) of the Administrative Agent and of the Lenders, then to the repayment of Swing Loans, and thereafter paid pro rata to the Lenders in the same proportions that the aggregate Obligations owed to each Lender under the Loan Documents bear to the aggregate Obligations owed under the Loan Documents to all the Lenders, without priority or preference among the Lenders. Regardless of how each Lender may treat payments for the purpose of its own accounting, for the purpose of computing the Obligations hereunder and under the Notes, payments shall be applied first, to the costs and expenses of the Administrative Agent and the Lenders, as set forth above, second, to the payment of interest and principal (in that order) due on Swing Loans, third, to the payment of accrued and unpaid interest due under any Loan Documents to and including the date of such application (ratably, and without duplication, according to the accrued and unpaid interest due under each of the Loan Documents), and fourth, pari passu to the payment of all other amounts (including principal and fees) then owing to the Administrative Agent or the Lenders under the Loan Documents. No application of payments under this clause (d) will cure any Event of Default, or prevent acceleration, or continued acceleration, of amounts payable under the Loan Documents, or prevent the exercise, or continued exercise, of rights or remedies of the Lenders hereunder or thereunder or at Law or in equity.”
4.Schedule of Subsidiaries and Projects. As of the Effective Date, Schedule 4.4 (Subsidiaries) and Schedule 4.19 (Projects) to the Loan Agreement are hereby deleted in their entirety and replaced with the attachedSchedule 4.4 andSchedule 4.19.
5.Guarantor. Guarantor (a) consents to the terms and conditions of this Amendment; and (b) reaffirms the Guaranty and confirms and agrees that, notwithstanding this Amendment and consummation of the transactions contemplated thereby, the Guaranty and all of such Guarantor’s covenants, obligations, agreements, waivers, and liabilities set forth in the Guaranty continue in full force and effect in accordance with their terms, modified only to the extent specifically set forth in this Amendment.
6.Full Force and Effect. Except as amended hereby, the terms and provisions of the Loan Agreement and the Loan Documents remain unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. Except as expressly provided herein, this Amendment shall not constitute an amendment, waiver, consent or release with respect to any provision of any Loan Document, a waiver of any default or Event of Default under any Loan Document, or a waiver or release of any of the Lenders’ rights and remedies (all of which are hereby reserved). The Borrower expressly ratifies and confirms the confession of judgment (if applicable) and waiver of jury trial provisions contained in the Loan Documents.
7.References to Loan Documents; Capitalized Terms. Any and all references to any Loan Document in any other Loan Document shall be deemed to refer to such Loan Document as amended by this Amendment. This Amendment is deemed incorporated into each of the Loan Documents. Any initially capitalized terms used in this Amendment without definition shall have the meanings assigned to those terms in the Loan Documents. To the extent that any term or provision of this Amendment is or may be inconsistent with any term or provision in any Loan Document, the terms and provisions of this Amendment shall control.
8.Successors and Assigns. This Amendment will be binding upon and inure to the benefit of the Borrower and the Lenders and their respective heirs, executors, administrators, successors and assigns.
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9.Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York.
10.Counterparts. 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.
[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.
BORROWER:
BIOMED REALTY, L.P., a Maryland limited partnership | ||||||
| By: | BioMed Realty Trust, Inc., its sole General Partner | |||||
| By: | /s/ Robert Sistek | |||||
| Name: Robert Sistek | ||||||
| Title: Vice President, Finance | ||||||
Address:
BioMed Realty, L.P. 17190 Bernardo Center Drive San Diego, CA 92128 Attn: Vice President, Real Estate Counsel Telephone: (858) 207-5850 Facsimile: (858) 485-9843 | ||||||
GUARANTOR(solely with respect toSection 5):
BIOMED REALTY TRUST, INC., a Maryland corporation | ||||||
| By: | /s/ Robert Sistek | |||||
| Name: Robert Sistek | ||||||
| Title: Vice President, Finance | ||||||
Address:
BioMed Realty, L.P. 17190 Bernardo Center Drive San Diego, CA 92128 Attn: Vice President, Real Estate Counsel Telephone: (858) 207-5850 Facsimile: (858) 485-9843 | ||||||
Signature Page
ADMINISTRATIVE AGENT:
KEYBANK NATIONAL ASSOCIATION, as Administrative Agent | ||||||
| By: | /s/ Michael P. Szuba | |||||
| Print Name: Michael P. Szuba | ||||||
| Title: Vice President | ||||||
Address:
KeyBank—Real Estate Capital 127 Public Square, 8th Floor Mail Code: OH-01-27-0839 Cleveland, OH 44114 Telephone: (216) 689-5984 Facsimile: (216) 689-4997 Attention: Michael P. Szuba
LENDERS:
| ||||||
Commitment: $86,500,000 | KEYBANK NATIONAL ASSOCIATION, individually and as Administrative Agent | |||||
| By: | /s/ Michael P. Szuba | |||||
Print Name: Michael P. Szuba Title: Vice President | ||||||
Address:
KeyBank—Real Estate Capital 127 Public Square, 8th Floor Mail Code: OH-01-27-0839 Cleveland, OH 44114 Phone: (216) 689-5989 Facsimile: (216) 689-4997 Attention: Michael P. Szuba | ||||||
Signature Page
| Commitment: $86,500,000 | WELLS FARGO BANK, N.A., individually and as Syndication Agent | |||||
| By: | /s/ Dale Northup | |||||
| Print Name: Dale Northup | ||||||
| Title: Vice President | ||||||
Address:
Wells Fargo Bank, N.A. 401 B Street, Suite 1100 San Diego, CA 92101 Telephone: (619) 699-3025 Facsimile: (619) 699-3105 Attention: Dale Northup, Vice President | ||||||
Signature Page
| Commitment: $60,000,000 | U.S. BANK NATIONAL ASSOCIATION, a national banking association, individually and as Documentation Agent | |||||
| By: | /s/ Michael Paris | |||||
Name: Michael Paris Title: Vice President | ||||||
Address:
U.S. Bank National Association 4747 Executive Drive, 3rd Floor San Diego, CA 92121 Telephone: (858) 334-0703 Facsimile: (858) 334-0797 Attention: Michael Parris | ||||||
Signature Page
| Commitment: $60,000,000 | RAYMOND JAMES BANK, N.A. | |||||
| By: | /s/ Thomas G. Scott | |||||
Print Name: Thomas G. Scott Title: Senior Vice President | ||||||
Address:
710 Carillon Parkway St. Petersburg, FL 33716 Telephone: (727) 567-4196 Facsimile: (727) 567-8830 Attention: Thomas G. Scott | ||||||
Signature Page
| Commitment: $50,000,000 | UBS LOAN FINANCE LLC | |||||
| By: | /s/ Irja R. Otsa | |||||
Print Name: Irja R. Otsa Title: Associate Director | ||||||
| By: | /s/ Mary E. Evans | |||||
Print Name: Mary E. Evans Title: Associate Director | ||||||
Address:
677 Washington Boulevard Stamford, CT 06901 Telephone: (203) 719-6391 Facsimile: (203) 719-3888 Attention: Jitesh Hotwani | ||||||
Signature Page
| Commitment: $50,000,000 | MORGAN STANLEY BANK, N.A. | |||||
| By: | /s/ Nick Zangari | |||||
Print Name: Nick Zangari Title: Authorized Signatory | ||||||
Address:
One Utah Center 201 South Main Street, 5th Floor Salt Lake City, UT 84111 Telephone: (801) 236-3655 Facsimile: (718) 233-0967 Attention: Carrie D. Johnson | ||||||
Signature Page
| Commitment: $50,000,000 | DEUTSCHE BANK TRUST COMPANY AMERICAS | |||||
| By: | /s/ James Rolison | |||||
Print Name: James Rolison Title: Managing Director | ||||||
| By: | /s/ Perry Forman | |||||
Print Name: Perry Forman Title: Director | ||||||
Address:
Deutsche Bank Trust Company Americas 60 Wall Street Mail Stop: NYC60-1104 New York, NY 10005-2836 Telephone: (212) 250-4075 Facsimile: (212) 797-4885 Attention: Bryan Whalen, Vice President | ||||||
Signature Page
| Commitment: $43,000,000 | SUMITOMO MITSUI BANKING CORPORATION | |||||
| By: | ||||||
Print Name: | ||||||
| Title: | ||||||
Address:
601 South Figueroa Street, Suite 1800 Los Angeles, CA 90017 Telephone: (213) 452-7800 Facsimile: (213) 623-6832 Attention: J.D. Benko | ||||||
Signature Page
| Commitment: $43,000,000 | RBS CITIZENS, N.A. | |||||
| By: | /s/ Matthew Shmelter | |||||
Print Name: Matthew Shmelter Title: Vice President | ||||||
Address:
1215 Superior Avenue- 6th Floor Mailcode: OHS-675 Cleveland, OH 44114 Telephone: (216) 277-0388 Facsimile: (216) 277-7106 Attention: Samuel Bluso | ||||||
Signature Page
| Commitment: $43,000,000 | REGIONS BANK | |||||
| By: | /s/ Paul E. Burgan | |||||
Print Name: Paul E. Burgan Title: Vice President | ||||||
Address:
3050 Peachtree Road NW, Suite 400 Atlanta, GA 30305 Telephone: (404) 995-7648 Facsimile: (404) 279-7475 Attention: Paul Burgan, Vice President | ||||||
Signature Page
| Commitment: $43,000,000 | PNC BANK, NATIONAL ASSOCIATION | |||||
| By: | /s/ Tyler Lowry | |||||
Print Name: Tyler Lowry Title: Vice President | ||||||
Address:
249 Fifth Avenue One PNC Plaza, P1-POPP-19-3 Pittsburgh, PA 15222 Telephone: (412) 768-1821 Facsimile: (412) 762-6500 Attention: Tyler Lowry, Vice President | ||||||
Signature Page
| Commitment: $30,000,000 | COMERICA BANK | |||||
| By: | /s/ Casey L. Stevenson | |||||
Print Name: Casey L. Stevenson Title: Vice President | ||||||
Address:
3551 Hamlin Road, MC2390 Auburn Hills, MI 48326 Telephone: (248) 371-6283 Facsimile: (248) 371-7920 Attention: Charles Weddell, Vice President | ||||||
Signature Page
| Commitment: $30,000,000 | TD BANK, N.A. | |||||
| By: | /s/ Mauricio Duran | |||||
Print Name: Mauricio Duran Title: Vice President | ||||||
Address:
Commercial Real Estate Lending TD Bank, N.A. 200 State Street, 8th Floor Boston, MA 02109 Telephone: (617) 737-3626 Facsimile: (617) 737-0238 Attention: Mauricio Duran, Vice President | ||||||
Signature Page
| Commitment: $25,000,000 | SOVEREIGN BANK | |||||
| By: | ||||||
Print Name: Peter A. Olivier Title: Senior Vice President | ||||||
Address:
75 State Street Boston, MA 02109 Telephone: (617) 346-7314 Facsimile: (617) 757-5852 Attention: Amit Shah, Credit Officer | ||||||
Signature Page
| Commitment: $10,000,000 | THE BANK OF EAST ASIA, LIMITED, LOS ANGELES BRANCH | |||||
| By: | ||||||
Print Name: Chong Tan Title: Vice President and Credit Manager | ||||||
| By: | ||||||
Print Name: Victor Li Title: General Manager | ||||||
Address:
388 East Valley Boulevard, Suite 218 Alhambra, CA 91801 Telephone: (626) 656-8838 Facsimile: (626) 656-8833 Attention: Jonathan Kuo | ||||||
Signature Page
| Commitment: $10,000,000 | BANK HAPOALIM BM | |||||
| By: | ||||||
Print Name: Charles McLaughlin Title: Senior Vice President | ||||||
| By: | ||||||
Print Name: Frederic Becker Title: Senior Vice President | ||||||
Address:
1177 Avenue of the Americas New York, NY 10036 Telephone: (212) 782-2342 Facsimile: (212) 782-2382 Attention: Charles McLaughlin, Senior Vice President | ||||||
Signature Page
| Commitment: $10,000,000 | MEGA INTERNATIONAL COMMERCIAL BANK CO., LTD. NEW YORK BRANCH | |||||
| By: | /s/ Priscilla Hsing | |||||
Printed Name: Priscilla Hsing Title: VP & DGM | ||||||
Address:
65 Liberty Street New York, NY 10005 Telephone: (212) 815-9107 Facsimile:(212) 766-5006 Attention: Ifen Lee | ||||||
Signature Page
| Commitment: $10,000,000 | LAND BANK OF TAIWAN, NEW YORK BRANCH | |||||
| By: | ||||||
Print Name: Henry Leu Title: Senior Vice President and General Manager | ||||||
Address:
100 Wall Street, 14th Floor New York, NY 10005 Telephone: (917) 542-0232 Facsimile: (917) 542-0288 Attention: Mitch Chang, Manager | ||||||
Signature Page
| Commitment: $10,000,000 | CHANG HWA COMMERCIAL BANK, LTD., NEW YORK BRANCH | |||||
| By: | /s/ Eric Y.S. Tsai | |||||
Print Name: Eric Y.S. Tsai Title: Vice President and General Manager | ||||||
Address:
685 Third Avenue, 29th Floor New York, NY 10017 | ||||||
Signature Page
SCHEDULE 4.4
SUBSIDIARIES
NAME OF SUBSIDIARY | FORM OF LEGAL ENTITY | OWNERSHIP | JURISDICTION | |||
1. BioMed Realty, L.P. | Limited Partnership | 0.2% GP Interest by BioMed Realty Trust, Inc. 97.9% LP Interest by BioMed Realty Trust, Inc. 1.9% LP Interest by others | Maryland | |||
2. BioMed Realty Holdings, Inc. | Corporation | 100% by BioMed Realty , L.P. | Maryland | |||
3. BioMed Realty Trust, Inc. REIT Qualification Trust | Trust | 100% Beneficiary is BioMed Realty Holdings, Inc. | California | |||
4. BMR-GP LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
5. BioMed Realty LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
6. BioMed Realty Development LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
7. BMR-JV I Holdings LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
8. BMR-JV II Holdings LLC | Limited Liability Company | 100% by BioMed Realty Holdings, Inc. | Delaware | |||
9. BioMed Ventures LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
10. BMV Direct LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
11. BMR-217th Place LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
12. BMR-270 Albany Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
13. BMR-34790 Ardentech Court LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
14. BMR-34175 Ardenwood Boulevard LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
15. 34175 Ardenwood Venture, LLC | Limited Liability Company | 87.5% Membership Interest by BMR-34175 Ardenwood Boulevard LLC
12.5% Membership Interest by Tarlton-Wohl Venture Nine, LLC | Delaware | |||
16. BMR-Ardsley Park LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
17. BMR-8808 Balboa Avenue LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | California | |||
18. BMR-Bayshore Boulevard LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
19. BMR-6411 Beckley Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
20. Guilford Real Estate Trust 1998-1 | Grantor Trust | 100% Beneficiary is BioMed Realty, L.P., Trustee is BMR-6411 Beckley Street LLC | Utah | |||
21. BMR-Belward Campus Drive LSM LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Maryland | |||
22. BMR-9920 Belward Campus Q LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Rhode Island | |||
23. BMR-17190 Bernardo Center Drive LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
24. BMR-Blackfan Circle LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
25. BMR-Bridgeview LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
26. BMR-Bridgeview II LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
27. BMR-Broadway LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
28. BMR-Bunker Hill LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
29. BMR-58 Charles Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
30. BMR-134 Coolidge Avenue LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
31. BMR-Cray LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
32. BMR-6300 Dumbarton Circle LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
33. BMR-350 E Kendall F LLC | Limited Liability Company | 100% by BMR-PR II LLC | Delaware | |||
34. BMR-650 E Kendall B LLC | Limited Liability Company | 100% by BMR-PR II LLC | Delaware | |||
35. BMR-475 Eccles Avenue LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
36. BMR-2600 Eisenhower Road LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
37. BMR-201 Elliott Avenue LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
38. BMR-21 Erie Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
39. BMR-40 Erie Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
40. BMR-Executive Drive LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
41. BMR-4570 Executive Drive LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
42. BMR-500 Fairview Avenue LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
43. BMR-530 Fairview Avenue LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
44. BMR-2282 Faraday Avenue LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
45. BMR-Forbes Boulevard LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
46. BMR-Fresh Pond Research Park LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
47. BMR-700 Gateway LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
48. BMR-750,800,850 Gateway LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
49. BMR-900 Gateway LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
50. BMR-1000 Gateway LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
51. BMR-Gateway/Oyster LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
52. BMR-Gazelle LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
53. BMR-350 George Patterson Boulevard LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
54. BMR-7 Graphics Drive LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
55. BMR-Hampshire LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
56. BMR-201 Industrial Road LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
57. BMR-3525 John Hopkins LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
58. BMR-3545-3575 John Hopkins LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
59. BMR-6500 Kaiser Drive LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
60. BMR-450 Kendall Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
61. BMR-500 Kendall Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
62. BMR-Kendall Development LLC | Limited Liability Company | 100% by BMR-PR II TRS LLC | Delaware | |||
63. BMR-Kendall Holdings LLC | Limited Liability Company | 100% by BMR-PR II TRS LLC | Delaware | |||
64. BMR-145 King of Prussia Road GP LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
65. BMR-145 King of Prussia Road LP | Limited Partnership | 99.5% LP Interest of BioMed Realty, L.P.
0.5% GP Interest of BMR-145 King of Prussia Road GP LLC | Delaware | |||
66. BMR-Landmark at Eastview LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
67. 10165 McKellar Court, L.P. | Limited Partnership | 22% GP Interest by BMR-10165 McKellar Court GP LLC
78% LP Interest by Quidel Corporation | California | |||
68. BMR-10165 McKellar Court GP LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | California | |||
69. BMR-Medical Center Drive LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
70. BMR-3450 Monte Villa Parkway LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
71. BMR-6114-6154 Nancy Ridge Drive LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
72. BMR-6828 Nancy Ridge Drive LLC | Limited Liability Company | 100% by BioMed Realty, L.P.
BioMed Realty LLC is Managing Member | Delaware | |||
73. BMR-One Research Way LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
74. BMR-180 Oyster Point LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
75. BMR-200 Oyster Point LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
76. BMR-Pacific Center LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
77. BMR-Pacific Research Center LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
78. BMR-3500 Paramount Parkway LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
79. BMR-Patriot LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
80. BMR-335-395 Phoenixville Pike LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
81. BMR-PR II LLC | Limited Liability Company | 20% BMR-JV I Holdings LLC, 80% Prudential | Delaware | |||
82. BMR-PR II TRS LLC | Limited Liability Company | 20% BMR-JV II Holdings LLC, 80% Prudential | Delaware | |||
83. BMR-Research Boulevard LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
84. BMR-Road to the Cure LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
85. BMR-Rogers Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
86. BMR-10240 Science Center Drive LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
87. BMR-10255 Science Center LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
88. BMR-Shady Grove Road HQ LLC | Limited Liability Company | 100% by BMR-Shady Grove Holdings LLC | Maryland | |||
89. BMR-Shady Grove Holdings LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
90. BMR-Shady Grove B LLC | Limited Liability Company | 100% by BMR-Shady Grove Holdings LLC | Delaware | |||
91. BMR-Shady Grove D LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
92. BMR-200 Sidney Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
93. BMR-Sorrento Plaza LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
94. BMR-Sorrento Valley Boulevard LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
95. BMR-11388 Sorrento Valley Road LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
96. BMR-Sorrento West LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
97. BMR-Spring Mill Drive GP LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
98. BMR-Spring Mill Drive, L.P. | Limited Partnership | 1% GP Interest by BMR-Spring Mill Drive GP LLC 99% LP Interest by BioMed Realty, L.P. | Delaware | |||
99. BMR-Torreyana LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
100. BMR-9865 Towne Centre LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
101. BMR-9885 Towne Centre LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
102. BMR-Trade Centre Avenue LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
103. BMR-6611 Tributary Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Maryland | |||
104. BMR-900 Uniqema Boulevard LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
105. BMR-1000 Uniqema Boulevard LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
106. BMR-325 Vassar Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
107. BMR-3200 Walnut Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
108. BMR-Waples LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
109. BMR-Wateridge LP | Limited Partnership | 0% GP Interest by BMR-GP LLC
100% LP Interest by BioMed Realty, L.P. | Delaware | |||
110. BMR-675 West Kendall Street LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
111. BMR-50 West Watkins Mill LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
112. BMR-West Watkins Mill LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
113. BMR-Weston LLC | Limited Liability Company | 100% by BioMed Realty, L.P. | Delaware | |||
SCHEDULE 4.19
PROJECTS
Property Name | Ownership | |||
| 1. | 1522 217th Place S.E. Bothell, Washington 98021 | Fee Simple | ||
| 2. | 270 Albany Street Cambridge, Massachusetts 02139-4210 | Fee Simple | ||
| 3. | 34790 Ardentech Court Fremont, California 94555-3657 | Fee Simple | ||
| 4. | 34175 Ardenwood Boulevard Fremont, California 94555 | Fee Simple* | ||
| 5. | Ardsley Park (410, 420, 430, 440, 444 and 460 Saw Mill River Road, Ardsley, New York 10502) | Fee Simple | ||
| 6. | 8808 Balboa Avenue San Diego, California 92123 | Fee Simple | ||
| 7. | 3240, 3260, 3280 Bayshore Blvd Brisbane, California 94005 | Fee Simple | ||
| 8. | 6411 Beckley Street Baltimore, Maryland 21224 | Fee Simple | ||
| 9. | 9911 Belward Campus Blvd Rockville, Maryland 20850 | Fee Simple | ||
| 10. | 9920 Belward Campus Drive Rockville, Maryland 20850 | Fee Simple | ||
| 11. | 320 Bent Street Cambridge, Massachusetts 02142 | Leasehold Interest | ||
| 12. | 301 Binney Street Cambridge, Massachusetts 02142 | Leasehold Interest | ||
| 13. | 301 Binney Street Garage Cambridge, Massachusetts 02142 | Leasehold Interest | ||
| 14. | Kendall Crossing Apartments (157 Sixth Street Cambridge, Massachusetts 02142) | Leasehold Interest | ||
| 15. | 17190 Bernardo Center Drive San Diego, California 92128 | Fee Simple | ||
| 16. | 3 Blackfan Circle Boston, Massachusetts 02115 | Fee Simple | ||
Property Name | Ownership | |||
| 17. | Bridgeview Technology Park (24500 Clawiter Road 24600 Industrial Boulevard 24546 Industrial Boulevard Hayward, California 94545) | Fee Simple | ||
| 18. | Bridgeview Technology Park II (24590 Clawiter Road Hayward, California 94545) | Fee Simple | ||
| 19. | 210 Broadway Cambridge, Massachusetts 02139 | Fee Simple | ||
| 20. | 3030 Bunker Hill Street San Diego, California 92109 | Fee Simple | ||
| 21. | 58 Charles Street Cambridge, Massachusetts 02141 | Fee Simple | ||
| 22. | 134 Coolidge Avenue Watertown, Massachusetts 02472 | Fee Simple | ||
| 23. | 6300 Dumbarton Circle Fremont, California 94555 | Fee Simple | ||
| 24. | 350 Kendall Street Cambridge, Massachusetts 02142 | Fee Simple* | ||
| 25. | 650 E Kendall Street Cambridge, Massachusetts 02142 | Fee Simple* | ||
| 26. | 475 Eccles Avenue South San Francisco, California 94080 | Fee Simple | ||
| 27. | 2600 Eisenhower Road Norristown, Pennsylvania 19403 | Fee Simple | ||
| 28. | 201 Elliott Avenue Seattle, Washington 98119 | Fee Simple | ||
| 29. | 21 Erie Street Cambridge, Massachusetts 02139 | Fee Simple | ||
| 30. | 40 Erie Street Cambridge, Massachusetts 02139-4254 | Fee Simple | ||
| 31. | 47 Erie Street Cambridge, Massachusetts 02139 | Fee Simple | ||
| 32. | 4775 and 4785 Executive Drive San Diego, California 92121 | Fee Simple | ||
Property Name | Ownership | |||
33. | 4570 Executive Drive San Diego, California 92121 | Fee Simple | ||
34. | 500 Fairview Avenue Seattle, Washington 98109 | Leasehold Interest | ||
35. | 530 Fairview Avenue Seattle, Washington 98109 | Fee Simple | ||
36. | 2282 Faraday Avenue Carlsbad, California 92008 | Fee Simple | ||
37. | 530-540 Forbes Boulevard South San Francisco, California 94080 | Fee Simple | ||
38. | Fresh Pond Research Park (25, 27/31, 33/45, 51 and 61 Moulton Street and 665 Concord Avenue Cambridge, Massachusetts 02138) | Fee Simple | ||
39. | 700 Gateway Boulevard South San Francisco, California 94080-7023 | Fee Simple | ||
40. | 750, 800, and 850 Gateway Boulevard South San Francisco, California 94080-7023 | Fee Simple | ||
41. | 900 Gateway Boulevard South San Francisco, California 94080-7023 | Fee Simple | ||
42. | 1000 Gateway Boulevard South San Francisco, California 94080-7023 | Fee Simple | ||
43. | Pacific Research Center (7333, 7555, 7575, 7677, 7707, 7979, 7999, 7700, 7600, and 7500 Gateway Boulevard, Newark, California 94560) | Fee Simple | ||
44. | 2855 Gazelle Court Carlsbad, California 92010 | Fee Simple | ||
45. | 350 George Patterson Boulevard Bristol, Pennsylvania 19007 | Fee Simple | ||
46. | 7 Graphics Drive Ewing, New Jersey 08628 | Fee Simple | ||
47. | 50/60 Hampshire Street Cambridge, Massachusetts 02139 | Fee Simple | ||
48. | 201 Industrial Road San Carlos, California 94070 | Fee Simple | ||
49. | 3525 John Hopkins Court San Diego, California 92121 | Fee Simple | ||
Property Name | Ownership | |||
50. | 3545-3575 John Hopkins Court San Diego, California 92121 | Fee Simple | ||
51. | 6500 Kaiser Drive Fremont, California 94555 | Fee Simple | ||
52. | 450 Kendall Street Cambridge, Massachusetts 02142-1108 | Leasehold Interest | ||
53. | 500 Kendall Street Cambridge, Massachusetts 02142-1108 | Fee Simple | ||
54. | 145 King of Prussia Road Radnor, Pennsylvania 19087 | Fee Simple | ||
55. | Landmark at Eastview (735, 745,755, 765, 767, 769, 771, 777 Old Saw Mill River Rd., Tarrytown, New York 10591) (1 Saw Mill River Road, Hawthorne, New York 10532) | Fee Simple | ||
56. | 10165 McKellar Court San Diego, California 92121 | Fee Simple* | ||
57. | 9704 and 9708 – 9714 Medical Center Drive Rockville, Maryland 20859 | Fee Simple | ||
58. | 3450-3451 Monte Villa Parkway Bothell, Washington 98021 | Fee Simple | ||
59. | 6114, 6118, 6122, 6124, 6126 and 6154 Nancy Ridge Drive, San Diego, California 92121 | Fee Simple | ||
60. | 6828 Nancy Ridge Drive San Diego, California 92121 | Fee Simple | ||
61. | One Research Way Princeton, New Jersey 08536 | Fee Simple | ||
62. | 180 Oyster Point Boulevard South San Francisco, California 94080-7023 | Fee Simple | ||
63. | 200 Oyster Point Boulevard South San Francisco, California94080-7023 | Fee Simple | ||
64. | 5870 and 5880 Pacific Center Boulevard San Diego, California 92121 | Fee Simple | ||
65. | 3500 Paramount Parkway Morrisville, North Carolina 27560 | Fee Simple | ||
Property Name | Ownership | |||
66. | 3908 Patriot Drive Durham, North Carolina 27703 | Fee Simple | ||
67. | 335-339 Phoenixville Pike Malvern, Pennsylvania 19355 | Fee Simple | ||
68. | 1701 and 1711 Research Boulevard Rockville, Maryland 20850 | Fee Simple | ||
69. | 10835 Road to the Cure San Diego, California 92121 | Fee Simple | ||
70. | 10240 Science Center Drive San Diego, California 92121 | Fee Simple | ||
71. | 10255 Science Center Drive San Diego, California 92121 | Fee Simple | ||
72. | 14200 Shady Grove Road Rockville, Maryland 20850 | Fee Simple | ||
73. | 200 Sidney Street Cambridge, Massachusetts 02139 | Fee Simple | ||
74. | 11404 and 11408 Sorrento Valley Road San Diego, California 92121 | Fee Simple | ||
75. | 4215 Sorrento Valley Boulevard San Diego, California 92121 | Fee Simple | ||
76. | 11388 Sorrento Valley Road San Diego, California 92121 | Fee Simple | ||
77. | 11080, 11100, 11120 and 11180 Roselle Street and 11055, 11095, 11111, 11125, and 11175 Flintkote Avenue, San Diego, California 92121 | Fee Simple | ||
78. | 2-30 Spring Mill Drive Malvern, Pennsylvania 19355 | Fee Simple | ||
79. | 11010 Torreyana Road San Diego, California 92037 | Fee Simple | ||
80. | 9855 and 9865 Towne Centre Drive San Diego, California 92121 | Fee Simple | ||
81. | 9875 and 9885 Towne Centre Drive San Diego, California 92121 | Fee Simple | ||
82. | 2600 and 2620 Trade Centre Avenue Longmont, Colorado 80503 | Fee Simple | ||
Property Name | Ownership | |||
83. | 6611 Tributary Street Baltimore, Maryland 21224 | Fee Simple | ||
84. | 900 Uniqema Boulevard New Castle, Delaware 19720 | Fee Simple | ||
85. | 1000 Uniqema Boulevard New Castle, Delaware 19720 | Fee Simple | ||
86. | 325 Vassar Street Cambridge, Massachusetts 02139-4818 | Fee Simple | ||
87. | 9535 Waples Street San Diego, California 92121 | Fee Simple | ||
88. | 1825, 1865, 1885 33rd Street/ 3200 Walnut Street Boulder, Colorado 80301 | Fee Simple | ||
89 | 10420, 10480, 10520 Wateridge Circle San Diego, California 92121 | Fee Simple | ||
90. | 675 West Kendall Street Cambridge, Massachusetts 02142-1110 | Fee Simple | ||
91. | 50 West Watkins Mill Road Gaithersburg, Maryland 20878 | Fee Simple | ||
92. | 55 and 65 West Watkins Mill Road Gaithersburg, Maryland 20878 | Fee Simple | ||
93. | 3000 Weston Parkway Cary, North Carolina 27513 | Fee Simple | ||
| * | Such properties are owned by Investment Affiliates of Borrower. |
