FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT 10.14

FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this " Amendment "), dated as of December 1, 2006, is entered into among Alexandria Real Estate Equities, Inc., a Maryland corporation (" Parent "), Alexandria Real Estate Equities, L.P., a Delaware limited partnership (" Operating Partnership "), ARE-QRS Corp., a Maryland corporation (" QRS "), ARE Acquisitions, LLC, a Delaware limited liability company (" ARE "), and the other borrowers set forth on the signature pages hereto (collectively, together with Parent, Operating Partnership, QRS and ARE, the " Borrowers "), the Lenders identified on the signature pages hereto and Bank of America, N.A., as administrative agent (the " Administrative Agent "). Terms used but not otherwise defined herein shall have the meanings provided in the Credit Agreement described below.

W I T N E S S E T H

WHEREAS , the Borrowers, the Lenders party thereto, and the Administrative Agent entered into that certain Second Amended and Restated Credit Agreement dated as of October 31, 2006 (the " Existing Credit Agreement ");

WHEREAS , the Borrowers have requested that the Required Lenders agree to amend certain provisions of the Credit Agreement as hereinafter set forth; and

WHEREAS , the Required Lenders have agreed to such modifications on the terms and conditions set forth herein.

NOW, THEREFORE , in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

PART 1
DEFINITIONS

SUBPART 1.1 Certain Definitions . Unless otherwise defined herein or the context otherwise requires, the following term used in this Amendment, including its preamble and recitals, have the following meanings:

• • " Amendment No. 1 Effective Date " is defined in Subpart 3.1 .

SUBPART 1.2 Other Definitions . Unless otherwise defined herein or the context otherwise requires, terms used in this Amendment, including its preamble and recitals, have the meanings provided in the Existing Credit Agreement.

PART 2
AMENDMENT TO EXISTING CREDIT AGREEMENT

Effective on (and subject to the occurrence of) the Amendment No. 1 Effective Date, the Existing Credit Agreement is hereby amended in accordance with this Part 2 .

SUBPART 2.1 Amendment to Section 2.15(a) . Clause (iv) contained in Section 2.15(a) of the Existing Credit Agreement is hereby amended and restated to read as follows:

• • (iv) the Aggregate Revolving Commitments shall not be increased by an amount, in the aggregate, that is greater than $500,000,000 less the aggregate amount of any additional term tranches added pursuant to clause (b) below,

SUBPART 2.2 Amendment to Section 2.15(b) . Clause (iv) contained in Section 2.15(b) of the Existing Credit Agreement is hereby amended and restated to read as follows:

• • (iv) the aggregate amount of such term tranches shall not exceed $500,000,000 less any increases in the Aggregate Revolving Commitments pursuant to clause (a) above,

PART 3
CONDITIONS TO EFFECTIVENESS

SUBPART 3.1 Amendment No. 1 Effective Date . This Amendment shall be and become effective as of the date hereof (the " Amendment No. 1 Effective Date ") when all of the conditions set forth in this Part 3 shall have been satisfied, and thereafter this Amendment shall be known, and may be referred to, as the " Amendment ".

SUBPART 3.2 Execution of Counterparts of Amendment . The Administrative Agent shall have received counterparts of this Amendment, which collectively shall have been duly executed on behalf of each of the Borrowers, the Required Lenders and the Administrative Agent.

SUBPART 3.3 Fees and Expenses . The Administrative Agent shall have received all out-of-pocket costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment (including without limitation the fees and expenses of Moore & Van Allen PLLC, special counsel to the Administrative Agent to the extent the Borrowers have received an invoice prior to the Amendment No. 1 Effective Date).

PART 4
MISCELLANEOUS

SUBPART 4.1 Representations and Warranties . The Borrowers hereby represent and warrant to the Administrative Agent and the Lenders that, after giving effect to this Amendment, (a) no Default or Event of Default exists under the Existing Credit Agreement and (b) the representations and warranties set forth in Article V of the Existing Credit Agreement are true and correct in all material respects on and as of the date hereof, subject to the limitations set forth therein, as if made on and as of such date (except to the extent such representations and warranties expressly relate to another date in which case such representations and warranties shall be true and correct in all material respects as of such date).

SUBPART 4.2 Ratification of Credit Documents .

• • (a) The term "Credit Agreement" as used in each of the Loan Documents shall hereafter mean the Existing Credit Agreement as amended and modified by this Amendment. Except as herein specifically agreed, the Existing Credit Agreement, as amended by this Amendment, is hereby ratified and confirmed and, together with the other Loan Documents, shall remain in full force and effect according to its terms.

    (b) The Borrowers acknowledge and consent to the modifications set forth herein and agree that this Amendment does not impair, reduce or limit any of its respective obligations under the Loan Documents and that, after the date hereof, this Amendment shall constitute a Loan Document.

SUBPART 4.3 Authority/Enforceability .

• • (a) The Borrowers represent and warrant to the Administrative Agent as follows:

    • • (i) They have taken all necessary action to authorize the execution, delivery and performance of this Amendment.

        (ii) This Amendment has been duly executed and delivered by the Borrowers and constitute the Borrowers' legal, valid and binding obligation, enforceable in accordance with its terms, except as such enforceability may be subject to (A) bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and (B) general principles of equity (regardless of whether such enforceability is considered i