AMENDMENT NO. 2 TO REVOLVING LOAN AGREEMENT
This Amendment No. 2 to Revolving Loan Agreement (this "Amendment") is
entered into with reference to the Revolving Loan Agreement dated as of June 2,
1997, (as heretofore amended, 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 the
Requisite Banks pursuant to Section 11.2 of the Loan Agreement, agree as
follows:
1. AMENDMENT TO SECTION 1.1. Section 1.1 of the Loan Agreement is
amended by adding the following proviso at the end of the definition of
"Adjusted EBITDA":
"; PROVIDED, that Adjusted EBITDA for the Interim
Calculation Period shall be calculated, as of any
date of determination, by multiplying Adjusted
EBITDA for the period commencing on July 1, 1997
through the last day of the then most-recently
ended Fiscal Quarter by the appropriate factor so
as to result in annualized Adjusted EBITDA for
such period."
2. AMENDMENT TO SECTION 1.1. Section 1.1 of the Loan Agreement is
further amended by adding the following proviso at the end of the definition of
"Adjusted NOI":
"; PROVIDED, that Adjusted NOI for the Interim
Calculation Period shall be calculated, as of any
date of determination, by multiplying Adjusted NOI
for the period commencing on July 1, 1997 through
the last day of the then most-recently ended
Fiscal Quarter by the appropriate factor so as to
result in annualized Adjusted NOI for such
period."
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3. SECTION 1.1. Section 1.1 of the Loan Agreement is further
amended by SUBSTITUTING the phrase "for the fiscal period consisting of the
applicable Calculation Period" for the phrase "for the fiscal period
consisting of that Fiscal Quarter and the three immediately preceding
Fiscal Quarters" in each of the following definitions:
"Fixed Charge Coverage"
"Interest Coverage"
"Gross Asset Value"
"Revenue-Producing Property Value"
"Unencumbered Asset Pool Value"
4. SECTION 1.1. Section 1.1 of the Loan Agreement is further
amended by SUBSTITUTING the phrase "for the applicable Calculation Period" for
the phrase "for that Fiscal Quarter and the three immediately preceding Fiscal
Quarters" in the definition of "Mortgage Amount."
5. SECTION 1.1. Section 1.1 of the Loan Agreement is further
amended by SUBSTITUTING the following for the definition of "Consent
Criteria":
"CONSENT CRITERIA" means, as of any date of
determination, that as of that date EITHER
(a) Parent holds a Credit Rating of BBB- (or its
equivalent) or better or (b) as of the last day of
the Fiscal Quarter then most recently-ended, the
RATIO OF (i) Adjusted NOI of all Revenue-Producing
Properties (PROVIDED, however, in the case of any
Revenue-Producing Property (a "New Property") that
within the preceding sixty (60) day period has
been purchased by a Borrower from a Person that is
now a tenant occupying 100% of such New Property,
that Adjusted NOI for such New Property shall be
the Adjusted NOI for the first year of such lease
as reflected in a pro-forma income statement for
this New Property prepared by Parent in good faith
using reasonable assumptions consistent with all
facts known to Parent) for the fiscal period
consisting of the appropriate Calculation Period
to (ii) the sum of (A) Interest Charges for such
fiscal period PLUS (B) all scheduled principal
payments on Indebtedness of Parent (INCLUDING the
principal portion of rent under Capital Lease
Obligations)
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made during such fiscal period, other
than payments made at the maturity date of such
Indebtedness, was 3.50 to 1.00 or greater.
6. SECTION 1.1. Section 1.1 of the Loan Agreement is further
amended by adding the following new definitions at the appropriate
alphabetical places:
"CALCULATION PERIOD" means (a) with respect to the
last day of each Fiscal Quarter ending before
June 30, 1998, the related Interim Calculation
Period and (b) with respect to the last day of
each Fiscal Quarter ending on or after June 30,
1998, the period consisting of that Fiscal Quarter
and the three immediately preceding Fiscal
Quarters.
"INTERIM CALCULATION PERIOD" means, with respect
to the last day of each Fiscal Quarter ending
before June 30, 1998, the period commencing on
July 1, 1997 and ending on such last day of the
Fiscal Quarter.
7. COMPLIANCE CERTIFICATE . Exhibit E to the Loan Agreement is
amended to read as set forth in Attachment I to this Amendment.
8. PRIOR COMPLIANCE CERTIFICATES. The Banks recognize that the
Compliance Certificates submitted by Borrower for the Fiscal Quarters ended
June 30, 1997 and September 30, 1997 utilized a different annualization
calculation method for Fixed Charge Coverage and Interest Coverage from that
which is implemented by this Amendment, and agree that such Compliance
Certificates were and are acceptable to the Banks to evidence Borrower's
compliance with the Loan Agreement as of the dates thereof.
9. 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
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(b) Written consent of the Requisite Banks as required
under Section 11.2 of the Loan Agreement in the
form of Exhibit A to this Amendment.
10. 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.
11. CONFIRMATION. In all other respects, the terms of the Loan
Agreement and the other Loan Documents are hereby confirmed.
IN WITNESS WHEREOF, Borrowers and the Managing Agent have executed
this Amendment as of January 28, 1998 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 (as heretofore amended, 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. 2 to Revolving Loan Agreement by the Managing Agent on its behalf,
substantially in the form of a draft dated on or about January __, 1998
presented to the undersigned Bank.
Date: January __, 1998
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[Name of Institution]
By:
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[Printed Name and Title]