AMENDMENT NO. 1 TO REVOLVING LOAN AGREEMENT
This Amendment No. 1 to Revolving Loan Agreement (this "Amendment")
is entered into with reference to the Revolving Loan Agreement dated as of
June 2, 1997, (the "Loan Agreement") among Alexandria Real Estate Equities,
Inc., ARE-QRS Corp. and ARE Acquisitions, LLC (collectively, "Borrowers"),
the Banks party thereto, and Bank of America National Trust and Savings
Association, as Managing Agent (the "Loan Agreement). Capitalized terms used
but not defined herein are used with the meanings set forth for those terms
in the Loan Agreement.
Borrowers and the Managing Agent, acting with the consent of all of
the Banks pursuant to Section 11.2 of the Loan Agreement, agree as follows:
1. AMENDMENT TO SECTION 1.1 REVISED DEFINITION. Section 1.1 of the
Loan Agreement is amended by adding the following clause at the end of the
definition of "Eligible Assignee" therein contained:
"; and PROVIDED THAT, notwithstanding the
foregoing, Cedars Bank shall in any event be an
Eligible Assignee."
2. AMENDMENT TO SECTION 1.1 -- NEW DEFINITION. Section 1.1 of the
Loan Agreement is amended by adding the following new defined term at the
appropriate alphabetical place:
"CO-AGENTS" means BankBoston, N.A. and such other
Co-Agents as may from time to time be appointed by
the Managing Agent with the approval of Borrower.
The Co-Agents shall have no rights, duties or
responsibilities under the Loan Documents beyond
those of a Bank."
3. AMENDMENT TO SECTION 2.4. Section 2.4 of the Loan Agreement is
amended by (a) adding the following phrase at the end of Section 2.4(o) thereof:
", EXCEPT as required pursuant to Section 3.1(d)." and (b) adding a new clause
(p) at the end thereof to read as follows:
"(p) Notwithstanding any provision in this Section 2.4 or
Section 3.1(e) to the contrary, the following provisions
shall apply
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at all times when Parent does not hold a Credit
Rating of BBB- (or its equivalent) or better:
(i) Borrowers may not request Competitive Bids if,
giving effect thereto, the aggregate principal
amount outstanding under the Competitive Advance
Notes would exceed 50% of the aggregate principal
amount outstanding under the Notes;
(ii) EXCEPT as required pursuant to Section 3.1(d),
Borrowers may not prepay any principal amount
outstanding under the Line A Notes or the Line B
Notes if, giving effect thereto, the aggregate
principal amount outstanding under the Competitive
Advance Notes would exceed 50% of the aggregate
principal amount outstanding under the Notes; and
(iii) No Bank may make a Competitive Bid with a
Maximum Competitive Advance in an amount
which, when added to the aggregate
outstanding Competitive Advances made by that
Bank, would exceed $25,000,000.
This clause (p) shall not apply during any period when Parent
holds a Credit Rating of BBB- (or its equivalent) or better."
4. AMENDMENT TO SECTION 3.1. Section 3.1 of the Loan Agreement is
amended by adding the following phrase (a) at the end of Section 3.1(d)(ii)
thereof and (b) after the word "follows" in the sixth line of
Section 3.1(d)(iii) thereof:
", which prepayment shall be applied
first to the Line A Notes, second to the
Line B Notes and third pro-rata to the
Competitive Advance Notes"
5. WAIVER OF SECTION 11.8 (b) (III). Section 11.8(b)(iii) of the
Loan Agreement is hereby waived to the extent required to permit the assignment
by Bank of America, N.T. & S.A. of a Pro Rata Share of the Commitments
equivalent to $3,000,000 to Cedars Bank; PROVIDED that such Section shall
continue to apply to any future assignment by any Bank (INCLUDING Bank of
America, N.T. & S.A. and Cedars Bank) to any other Person.
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6. CONDITIONS PRECEDENT. The effectiveness of this Amendment shall
be conditioned upon the receipt by the Managing Agent of all of the following,
each properly executed by a Responsible Official of each party thereto and dated
as of the date hereof:
(a) Counterparts of this Amendment executed by all
parties hereto; and
(b) Written consent of all of the Banks as required
under Section 11.2 of the Loan Agreement in the
form of Exhibit A to this Amendment.
7. REPRESENTATION AND WARRANTY. Borrowers represent and warrant to
the Managing Agent and the Banks that no Default or Event of Default has
occurred and remains continuing.
8. CONFIRMATION. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
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IN WITNESS WHEREOF, Borrowers and the Managing Agent have executed
this Amendment as of September 9, 1997 by their duly authorized
representatives.
ALEXANDRIA REAL ESTATE EQUITIES, INC.
ARE-QRS CORP.
ARE ACQUISITIONS, LLC
By: /s/ Joel S. Marcus
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Joel S. Marcus
Chief Executive Officer
BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as Managing Agent
By /s/ William Rothman
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William Rothman
Regional Vice President
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Exhibit A to Amendment
CONSENT OF BANK
Reference is hereby made to that certain Revolving Loan Agreement
dated as of June 2, 1997, (the "Loan Agreement") among Alexandria Real Estate
Equities, Inc., ARE-QRS Corp. and ARE Acquisitions, LLC (collectively,
"Borrowers"), the Banks party thereto, and Bank of America National Trust and
Savings Association, as Managing Agent (the "Loan Agreement). Capitalized terms
used but not defined herein are used with the meanings set forth for those terms
in the Loan Agreement.
The undersigned Bank hereby consents to the execution and delivery of
Amendment No. 1 to Revolving Loan Agreement by the Managing Agent on its behalf,
substantially in the form of a draft dated on or about September 3, 1997
presented to the undersigned Bank.
Date: September ___, 1997
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[Name of Institution]
By
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[Printed Name and Title]