Alexandria Real Estate Equities, Inc 10-K, filed Mar 29, 2002

Alexandria Real Estate Equities, Inc. (ARE)

10-K 2002-03-29 For: 2001-12-31

Added on April 04, 2026

About this 10-K

Alexandria Real Estate Equities, Inc filed this 10-K on March 29, 2002, covering the fiscal year ended December 31, 2001.

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Maryland	95-4502084
(State or other jurisdiction of incorporation or organization)	(IRS Employer ID Number)

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $.01 par value per share (Including related preferred stock purchase rights) 9.50% Series A Cumulative Redeemable Preferred Stock 9.10% Series B Cumulative Redeemable Preferred Stock	New York Stock Exchange New York Stock Exchange New York Stock Exchange

Part I.		Page
Item 1.	Business	1
Item 2.	Properties	14
Item 3.	Legal Proceedings	22
Item 4.	Submission of Matters to a Vote of Security Holders	22
Part II.
Item 5.	Market for the Registrant's Common Equity and Related Stockholder Matters	23
Item 6.	Selected Financial Data	24
Item 7.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 7a.	Quantitative and Qualitative Disclosures About Market Risks	38
Item 8.	Consolidated Financial Statements and Supplementary Data	39
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	39
Part III.
Item 10.	Directors and Executive Officers of the Registrant	40
Item 11.	Executive Compensation	40
Item 12.	Security Ownership of Certain Beneficial Owners and Management	40
Item 13.	Certain Relationships and Related Transactions	40
Part IV.
Item 14.	Exhibits, Consolidated Financial Statement Schedules and Reports on Form 8-K	41
Signatures		S-1

	Page
Report of Independent Auditors	F-1
Audited Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2001 and 2000	F-2
Consolidated Statements of Income for the Years Ended December 31, 2001, 2000 and 1999	F-3
Consolidated Statements of Stockholders' Equity for the Years Ended December 31, 2001, 2000 and 1999	F-4
Consolidated Statements of Cash Flows for the Years Ended December 31, 2001, 2000 and 1999	F-5
Notes to Consolidated Financial Statements for the Years Ended December 31, 2001, 2000 and 1999	F-6
Schedule III - Consolidated Financial Statement of Rental Properties	F-21

Exhibit Number	Exhibit Title
3.1 *	Articles of Amendment and Restatement of Alexandria, filed as an exhibit to Alexandria's quarterly report on Form 10- Q filed with the Commission on August 14, 1997
3.2 *	Certificate of Correction of Alexandria, filed as an exhibit to Alexandria's quarterly report on Form 10-Q filed with the Commission on August 14, 1997
3.3*	Bylaws of Alexandria (as amended, adopted February 4, 2000; effective February 16, 2000), filed as an exhibit to Alexandria's current report on Form 8-K filed with the Commission on February 10, 2000
3.4 *	Articles Supplementary, dated February 10, 2000, relating to the election to be subject to Subtitle 8 of Title 3 of the Maryland General Corporation Law, filed as an exhibit to Alexandria's current report on Form 8-K filed with the Commission on February 10, 2000
3.5 *	Articles Supplementary, dated February 10, 2000, relating to the Series A Junior Participating Preferred Stock , filed as an exhibit to Alexandria's current report on Form 8-K filed with the Commission on February 10, 2000
3.6 *	Articles Supplementary, dated June 9, 1999, relating to the 9.50% Series A Cumulative Redeemable Preferred Stock, filed as an exhibit to Alexandria's quarterly report on Form 10-Q filed with the Commission on August 13, 1999
3.7 *	Articles Supplementary, dated January 28, 2002, relating to the 9.10% Series B Cumulative Redeemable Preferred Stock, filed as an exhibit to Alexandria's current report on Form 8-A filed with the Commission on February 17, 2002
4.1 *	Rights Agreement, dated as of February 10, 2000, between the Company and American Stock Transfer & Trust Company, as Rights Agent, including the forms of Articles Supplementary setting forth the terms of the Series A Junior Participating Preferred Stock, par value $.01 per share, Rights Certificate and the Summary of Rights to Purchase Preferred Stock attached as exhibits to the Rights Agreement. Pursuant to the Rights Agreement, printed Rights Certificates will not be mailed until after the Distribution Date (as defined in the Rights Agreement), filed as an exhibit to Alexandria's current report on Form 8-K filed with the Commission on February 10, 2000
4.2 *	Specimen certificate representing shares of Common Stock, Specimen certificate representing shares of Common Stock, filed as an exhibit to Alexandria's Registration Statement on Form S-11 (No. 333-23545)
4.3 *	Specimen certificate representing shares of 9.50% Series A Cumulative Redeemable Preferred Stock, filed as an exhibit to Alexandria's quarterly report on Form 10-Q filed with the Commission on August 13, 1999
4.4 *	Specimen certificate representing shares of 9.10% Series B Cumulative Redeemable Preferred Stock, filed as an exhibit to Alexandria's current report on Form 8-A filed with the Commission on February 17, 2002
10.1 *	Second Amendment to Executive Employment Agreement and General and Special Release by and between Alexandria and Jerry M. Sudarsky, dated May 30, 1997, filed as an exhibit to Alexandria's annual report on Form 10-K filed with the Commission on March 31, 1998
10.2 *	Amended and Restated Executive Employment Agreement between Alexandria and Joel S. Marcus, dated January 5, 1994, and amended as of March 28, 1997, filed as an exhibit to Alexandria's annual report on Form 10-K filed with the Commission on March 31, 1998
10.3 *	Executive Employment Agreement between Alexandria and James H. Richardson, dated July 31, 1997, filed as an exhibit to Alexandria's quarterly report on Form 10-Q filed with the Commission on November 14, 1997
10.4 *	Amended and Restated Executive Employment Agreement between Alexandria and Peter J. Nelson, dated May 20, 1998, filed as an exhibit to Alexandria's quarterly report on Form 10-Q/A filed with the Commission on August 18, 1998
10.5 *	Amendment to Amended and Restated Executive Employment Agreement between Alexandria and Peter J. Nelson, dated August 31, 1999, filed as an exhibit to Alexandria's quarterly report on Form 10-Q filed with the Commission on November 15, 1999
10.6 *	Executive Employment Agreement between Alexandria and Vincent R. Ciruzzi, dated April 20, 1998, filed as an exhibit to Alexandria's annual report on Form 10-K filed with the Commission on March 15, 1999
10.7 *	Amendment to Executive Employment Agreement between Alexandria and Vincent R. Ciruzzi, dated August 31, 1999, filed as an exhibit to Alexandria's quarterly report on Form 10-Q filed with the Commission on November 15, 1999
10.8 *	Employment Letter Agreement between Alexandria and Tom Andrews, dated June 1, 1999, filed as an exhibit to Alexandria's quarterly report on Form 10-Q filed with the Commission on November 15, 1999
10.9	Amended and Restated 1997 Stock Award and Incentive Plan of Alexandria, dated December 29, 2000
10.10 *	Form of Non-Employee Director Stock Option Agreement for use in connection with options issued pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to Alexandria's Registration Statement on Form S-11 (No. 333-23545)
10.11 *	Form of Incentive Stock Option Agreement for use in connection with options issued pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to Alexandria's Registration Statement on Form S-11 (No. 333-23545)
10.12 *	Form of Nonqualified Stock Option Agreement for use in connection with options issued pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to Alexandria's Registration Statement on Form S-11 (No. 333-23545)
10.13 *	Form of Employee Restricted Stock Agreement for use in connection with shares of restricted stock issued to employees pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to Alexandria's quarterly report on Form 10-Q filed with the Commission on November 15, 1999
10.14 *	Form of Independent Contractor Restricted Stock Agreement for use in connection with shares of restricted stock issued to independent contractors pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan, filed as an exhibit to Alexandria's quarterly report on Form 10-Q filed with the Commission on November 15, 1999
10.15 *	Second Amended and Restated Revolving Loan Agreement among Alexandria, the Operating Partnership, ARE-QRS Corp., ARE Acquisitions, LLC, the Other Borrowers Then or Thereafter a Party Thereto, the Banks therein named, the Other Banks Which May Become Parties Thereto, BankBoston, N.A., as Managing Agent, The Chase Manhattan Bank, as Syndication Agent, and First Union National Bank, as Documentation Agent, dated February 11, 2000, filed as an exhibit to Alexandria's annual report on Form 10-K filed with the Commission on March 29, 2000
10.16 *	Form of International Swap Dealers Association, Inc. Master Agreement and related Schedule and Confirmation between BankBoston, N.A. and Alexandria, dated as of August 31, 1998, filed as an exhibit to Alexandria's annual report on Form 10-K filed with the Commission on March 15, 1999
10.17 *	Amendment to Amended and Restated Executive Employment Agreement between Alexandria and Joel S. Marcus, dated September 4, 2000, filed as an exhibit to Alexandria's annual report on Form 10-K filed with the Commission on March 30, 2001
10.18 *	Amendment to Executive Employment Agreement between Alexandria and James H. Richardson, dated September 4, 2000, filed as an exhibit to Alexandria's annual report on Form 10-K filed with the Commission on March 30, 2001
10.19 *	Second Amendment to Amended and Restated Executive Employment Agreement between Alexandria and Peter J. Nelson, dated September 4, 2000, filed as an exhibit to Alexandria's annual report on Form 10-K filed with the Commission on March 30, 2001
10.20 *	Amended and Restated Executive Employment Agreement between Alexandria and Vincent R. Ciruzzi, dated June 27, 2000, filed as an exhibit to Alexandria's annual report on Form 10-K filed with the Commission on March 30, 2001
10.21	Term Loan Agreement among Alexandria, the Operating Partnership, ARE-QRS Corp., ARE Acquisitions, LLC, the Other Borrowers Then or Thereafter a Party Thereto, the Banks therein named, the Other Banks Which May Become Parties Thereto, Fleet National Bank, as Managing Agent, and Fleet Securities, Inc., as Arranger, dated October 17, 2001
10.22	Alexandria's 2000 Deferred Compensation Plans, effective December 1, 2000
12.1	Computation of Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
21.1	List of Subsidiaries of Alexandria
23.1	Consent of Ernst & Young LLP

		ALEXANDRIA REAL ESTATE EQUITIES, INC.
Dated March 29, 2002			By: /s/ JOEL S. MARCUS Joel S. Marcus Chief Executive Officer

Signature	Title	Date
/s/ JERRY M. SUDARSKY Jerry M. Sudarsky	Chairman of the Board of Directors	March 27, 2002
/s/ JOEL S. MARCUS Joel S. Marcus	Chief Executive Officer (Principal Executive Officer) and Director	March 29, 2002
/s/ JAMES H. RICHARSON James H. Richardson	President and Director	March 27, 2002
/s/ PETER J. NELSON Peter J. Nelson	Chief Financial Officer, Senior Vice President, Treasurer and Secretary (Principal Financial and Accounting Officer)	March 29, 2002
/s/ RICHARD B. JENNINGS Richard B. Jennings	Director	March 25, 2002
/s/ DAVID M. PETRONE David M. Petrone	Director	March 26, 2002
/s/ ANTHONY M. SOLOMON Anthony M. Solomon	Director	March 28, 2002
/s/ ALAN G. WALTON Alan G. Walton	Director	March 27, 2002

Section		Page
1.	Purpose; Types of Awards; Construction	1
2.	Definitions	1
2.1	"Affiliate"	1
2.2	"Award"	1
2.3	"Award Agreement"	1
2.4	"Beneficiary"	1
2.5	"Board"	2
2.6	"Change of Control"	2
2.7	"Code"	3
2.8	"Committee"	3
2.9	"Company"	3
2.10	"Exchange Act"	3
2.11	"Fair Market Value"	3
2.12	"Grantee"	3
2.13	"Initial Public Offering"	3
2.14	"Incentive Stock Option" or "ISO"	4
2.15	"Loan"	4
2.16	"Non-Employee Director"	4
2.17	"Nonqualified Stock Option" or "NQSO"	4
2.18	"Option"	4
2.19	"Other Cash-Based Award"	4
2.20	"Other Stock-Based Award"	4
2.21	"Plan"	4
2.22	"Restricted Stock"	4
2.23	"Rule 16b-3"	4
2.24	"Securities Act"	4
2.25	"Stock"	4
2.26	"Stock Appreciation Right" or "SAR"	4
2.27	"Subsidiary"	5
3.	Administration	5
4.	Eligibility	6
5.	Stock Subject to the Plan	6
6.	Specific Terms of Awards	7
6.1	General	7
6.2	Options	7
(a)	Type of Award	7
(b)	Exercise Price	7
(c)	Term and Exercisability of Options	7
(d)	Termination of Employment, etc.	7
(e)	Other Provisions	8
6.3	SARs	8
(a)	In General	8
(b)	SARs	8
6.4	Restricted Stock	8
(a)	Issuance and Restrictions	8
(b)	Forfeiture	9
(c)	Certificates for Stock	9
(d)	Dividends	9
6.5	Stock Awards in Lieu of Cash Awards	9
6.6	Other Stock-Based or Cash-Based Awards	9
7.	Change of Control Provisions	10
8.	Loan Provisions	10
9.	General Provisions	10
9.1	Effective Date; Approval by Stockholders	10
9.2	Nontransferability	11
9.3	No Right to Continued Employment, etc.	11
9.4	Taxes	11
9.5	Amendment and Termination of the Plan	11
9.6	No Rights to Awards or Loans; No Stockholder Rights	11
9.7	Unfunded Status of Awards	12
9.8	No Fractional Shares	12
9.9	Regulations and Other Approvals	12
9.10	Governing Law	12

			Page
ARTICLE 1	DEFINITIONS AND ACCOUNTING TERMS		1
1.1		Defined Terms		1
1.2		Use of Defined Terms		24
1.3		Accounting Terms		24
1.4		Rounding		24
1.5		Exhibits and Schedules		24
1.6		References to "Borrowers and their Subsidiaries"		25
1.7		Miscellaneous Terms		25
ARTICLE 2	LOANS		25
2.1		Committed Loans-General		25
2.2		Conversion Options		25
2.3		[Intentionally Omitted]		26
2.4		[Intentionally Omitted]		26
2.5		[Intentionally Omitted]		26
2.6		[Intentionally Omitted]		26
2.7		[Intentionally Omitted]		26
2.8		[Intentionally Omitted]		26
2.9		[Intentionally Omitted]		27
2.10		Extension of Maturity Date		27
2.11		Unencumbered Asset Pool		28
2.12		Representative of Borrowers		28
ARTICLE 3	PAYMENTS AND FEES		29
3.1		Principal and Interest		29
3.2		Closing Fee		31
3.3		[Intentionally Omitted]		31
3.4		[Intentionally Omitted]		31
3.5		Agency Fee		31
3.6		Extension Fees		31
3.7		Increased Commitment Costs		31
3.8		LIBOR Costs and Related Matters		32
3.9		Late Payments		35
3.10		Computation of Interest and Fees		35
3.11		Non-Banking Days		35
3.12		Manner and Treatment of Payments		35
3.13		Funding Sources		36
3.14		Failure to Charge Not Subsequent Waiver		37
3.15		Managing Agent's Right to Assume Payments Will be Made by Borrowers		37
3.16		Fee Determination Detail		37
3.17		Survivability		37
ARTICLE 4	REPRESENTATIONS AND WARRANTIES		37
4.1		Existence and Qualification; Power; Compliance With Laws		37
4.2		Authority; Compliance With Other Agreements and Instruments and Government Regulations		38
4.3		No Governmental Approvals Required		38
4.4		Subsidiaries		38
4.5		Financial Statements		39
4.6		No Other Liabilities; No Material Adverse Changes		39
4.7		Title to Property		39
4.8		Intangible Assets		39
4.9		Public Utility Holding Company Act		39
4.10		Litigation		39
4.11		Binding Obligations		40
4.12		No Default		40
4.13		ERISA		40
4.14		Regulations T, U and X; Investment Company Act		40
4.15		Disclosure		41
4.16		Tax Liability		41
4.17		Hazardous Materials		41
4.18		Initial Pool Properties		41
4.19		Property		41
4.20		Brokers		42
4.21		Other Debt		42
4.22		Solvency		42
4.23		No Fraudulent Intent		42
4.24		Transaction in Best Interests of Borrowers; Consideration		43
4.25		No Bankruptcy Filing		43
4.26		[Intentionally Omitted]		43
ARTICLE 5	AFFIRMATIVE COVENANTS (OTHER THAN INFORMATION AND REPORTING REQUIREMENTS)		43
5.1		Payment of Taxes and Other Potential Liens		43
5.2		Preservation of Existence		43
5.3		Maintenance of Properties		44
5.4		Maintenance of Insurance		44
5.5		Compliance With Laws		44
5.6		Inspection Rights		44
5.7		Keeping of Records and Books of Account		44
5.8		Compliance With Agreements		44
5.9		Use of Proceeds		44
5.10		Hazardous Materials Laws		44
5.11		Unencumbered Asset Pool		45
5.12		REIT Status		45
5.13		Additional Borrowers		45
5.14		Inspection of Properties and Books		45
5.15		More Restrictive Agreements		45
5.16		Distributions of Income to the Borrowers		46
5.17		Unencumbered Asset Pool		46
ARTICLE 6	NEGATIVE COVENANTS		47
6.1		Mergers		47
6.2		ERISA		47
6.3		Change in Nature of Business		47
6.4		Transactions with Affiliates		47
6.5		Leverage Ratio		48
6.6		Debt Service Coverage		48
6.7		Fixed Charge Coverage		48
6.8		Distributions		48
6.9		Stockholders' Equity		48
6.10		Development Investments		48
6.11		Secured Debt		49
6.12		Recourse Debt		49
6.13		Investments in Certain Persons		49
6.14		Negative Pledges		49
6.15		[Intentionally Omitted]		49
6.16		Limiting Agreements		49
6.17		Restriction on Prepayment of Indebtedness		49
6.18		Restrictions on Transfer		50
ARTICLE 7	INFORMATION AND REPORTING REQUIREMENTS		50
7.1		Financial and Business Information		50
7.2		Compliance Certificates		54
ARTICLE 8	CONDITIONS		54
8.1		Initial Advances		54
8.2		[Intentionally Omitted]		55
ARTICLE 9	EVENTS OF DEFAULT AND REMEDIES UPON EVENT OF DEFAULT		55
9.1		Events of Default		55
9.2		Remedies Upon Event of Default		58
ARTICLE 10	THE MANAGING AGENT		59
10.1		Appointment and Authorization		59
10.2		Managing Agent and Affiliates		59
10.3		Proportionate Interest in any Collateral		60
10.4		Banks' Credit Decisions		60
10.5		Action by Managing Agent		60
10.6		Liability of Managing Agent		61
10.7		Indemnification		62
10.8		Successor Managing Agent		63
10.9		No Obligations of Borrowers		63
ARTICLE 11	MISCELLANEOUS		64
11.1		Cumulative Remedies; No Waiver		64
11.2		[Intentionally Omitted]		64
11.3		Costs, Expenses and Taxes		64
11.4		Nature of Banks' Obligations		65
11.5		Survival of Representations and Warranties		65
11.6		Notices		65
11.7		Execution of Loan Documents		65
11.8		Binding Effect; Assignment		66
11.9		Right of Setoff		68
11.10		Sharing of Setoffs		68
11.11		Indemnity by Borrowers		69
11.12		Nonliability of the Banks		70
11.13		No Third Parties Benefited		70
11.14		Confidentiality		71
11.15		Further Assurances		71
11.16		Integration		71
11.17		Governing Law		71
11.18		Severability of Provisions		72
11.19		Headings		72
11.20		Time of the Essence		72
11.21		Foreign Banks and Participants		72
11.22		Hazardous Material Indemnity		72
11.23		Joint and Several		73
11.24		Removal of a Bank		73
11.25		Waiver of Right to Trial by Jury		74
11.26		Purported Oral Amendments		74
11.27		Replacement of Notes		74
ARTICLE 12	AMENDMENTS; CONSENTS		74
12.1		Amendments; Consents		74

A	-	Commitment Assignment and Acceptance
B	-	[Intentionally Omitted].
C	-	[Intentionally Omitted].
D	-	[Intentionally Omitted].
E	-	Compliance Certificate
F	-	Joinder Agreement
G	-	Note
H	-	Reserved
I-1	-	Opinion of Counsel
I-2	-	Opinion of Counsel
J	-	Pricing Certificate
K	-	[Intentionally Omitted].
L	-	Joint Borrower Provisions
M	-	[Intentionally Omitted].
N	-	[Intentionally Omitted].

1.1	Bank Commitment
1.2	Test Debt Service Coverage Amount Calculation
4.4	Subsidiaries
4.7	Existing Liens, Negative Pledges and Rights of Others
4.10	Material Litigation
4.17	Hazardous Materials Matters
4.18	Initial Pool Properties
4.19	Real Property
4.21	Indebtedness

Applicable
Pricing Level		Margin
I		100.00
II		120.00
III		130.00
IV		150.00
V		162.50
VI		187.50

Pricing Level		Leverage Ratio
IV		Less than .35 to 1.00
V		Equal to or greater than .35 to 1.00 but less than .50 to 1.00
VI		Equal to or greater than .50 to 1.00 but less than or equal to .55 to 1.00;

Name and Address	Commitment	Pro Rata Share

Fleet National Bank 100 Federal Street Boston, Massachusetts 02110 Attn: Real Estate Division	$50,000,000.00	100%

Eurodollar Lending Office same as above




		____________
	$50,000,000.00	100.0%

		Schedule 1.2
TEST DEBT SERVICE COVERAGE AMOUNT CALCULATION
EXAMPLE ONLY

	Borrowing Base - Debt Service Coverage Limit:

	Adjusted NOI from Unencumbered Asset Pool for most recent
		four quarters	$64,420,000
	Test Debt Service Coverage Amount:
		Total Unsecured Indebtedness	$274,000,000
		Treasury Base Rate plus 2%	7.42%
		Test Debt Service Coverage Amount *	$24,127,191

	Coverage of Test Debt Service Coverage Amount		2.67

Entity Name	Property Owned (Acquisition Price)	State of Formation	Date Formed				State(s) Qualified		Owners/Interests
Alexandria Real Estate Equities, Inc. ("AREE")	1102 & 1124 Columbia St., Seattle, WA	MD	10/27/94				CA WA		publicly traded NYSE
Alexandria Real Estate Equities, L.P. ("ARE, LP")	None	DE	12/10/97				CA MA		1% GP: ARE-QRS Corp. 1% LP ARE-QRS Corp. 98% LP: AREE
Alexandria Equities, LLC	None	DE	2/13/01				CA		100% AREE
Alexandria Management, Inc.	None	MD	9/29/00						100% AREE
ARE Acquisitions, LLC Formerly "PW Acquisitions I, LLC"	1330 Piccard Dr., Rockville, MD 1550 E. Gude Dr., Rockville, MD	DE	12/20/96				MD VA		1% managing: ARE-QRS 99% nonmanaging: AREE
AREE-HOLDINGS, L.P. ("Holdings")	None	DE	12/23/97						1% GP: ARE-GP 99% LP: ARE, LP
AREE-HOLDINGS II, L.P. ("Holdings II)	None	DE	5/8/98						1% GP: ARE-GP/II 99% LP: ARE, LP
ARE-GP HOLDINGS QRS CORP. ("ARE-GP")	None	DE	12/19/97						100% AREE
ARE-GP/II HOLDINGS QRS CORP. ("ARE-GP/II")	None	DE	5/8/98						100% AREE
ARE-GP/III HOLDINGS QRS CORP. ("ARE-GP/III")	None	DE	10/20/98						100% AREE
ARE-GP/IV HOLDINGS QRS CORP. ("ARE-GP/IV")	None	DE	12/28/99				MA		100% AREE
ARE-GP/V HOLDINGS QRS CORP. ("ARE-GP/V")	None	DE	12/28/99						100% AREE
ARE-GP/VI HOLDINGS QRS CORP. ("ARE-GP/VI")	None	DE	6/22/00						100% AREE
ARE-GP 708 Quince Orchard QRS Corp.	None	MD	9/29/00						100% ARE-QRS Corp.
ARE-QRS Corp.	300 & 401 Professional Dr., Gaithersburg, MD 1311&1401 Harbor Bay Parkway, Alameda, CA condominiums 1413 Research Blvd., Rockville, MD	MD	9/9/96				CA MA		100% AREE
ARE-John Hopkins Court, LLC	3530 & 3550 John Hopkins Court, San Diego, CA	DE	7/2/97				CA		1% managing: ARE-QRS 99% nonmanaging: AREE
ARE-Lake View Building, LLC	Lake View Building Lake Union Center Seattle, WA (Ground Sublessee)	DE	12/13/00				WA		100% ARE, LP
ARE-Metropolitan Grove I, LLC	1201 Clopper Road, Gaithersburg, MD aka ARC-Gaithersburg	DE	12/19/97				MD		100% ARE, LP
ARE-Nexus Centre II, LLC	vacant parcel adjoining 4757 Nexus Centre Dr., San Diego CA	DE	3/17/98				CA		100% ARE, LP
ARE-One Innovation Drive, LLC	One Innovation Drive, Worcester, MA (fka 3 Biotech) (encumbered by $11,297,144 loan)	DE	9/3/98				MA		1% managing: HOLDINGS 99% nonmanaging: ARE, LP
ARE-Technology Parkway SSF, LLC	335 Oyster Point, S. San Francisco, CA	DE	12/29/99				CA		100% ARE, LP
ARE-Western Newbrook, LLC (formerly known as ARE-3000/3018 Western, LLC)	3000 & 3018 Western, Seattle, WA 14225 Newbrook Dr., Chantilly, VA Loan amount $ 36.5M	DE	name changed 5/11/98				WA VA		1% managing: HOLDINGS II 99% nonmanaging: ARE, LP
5 Research Place LLC	5 Research Place, Rockville, MD	MD	7/9/01						100% ARE, LP
ARE-5 Triangle Drive, LLC	5 Triangle Drive, Research Triangle Park, NC	DE	7/9/98				NC		100% ARE, LP
ARE-19 Firstfield Road, LLC	19 Firstfield Road Gaithersburg, MD	DE	4/20/98				MD		100% ARE, LP
ARE-20/22/1300 Firstfield Quince Orchard, LLC	20/22 Firstfield and 1300 Quince Orchard Road, Gaithersburg, MD	DE	3/27/00				MD		1% managing: ARE-GPVI 99% nonmanaging: ARE, LP
ARE-25/35/45 W. Watkins Corp.	25,35 & 45 W. Watkins Mill Rd., Gaithersburg, MD	MD	9/29/00						100% ARE-QRS Corp.
ARE-25/35/45 W. Watkins Loan Corp.	None	MD	9/29/00						100% ARE-25/35/45 W. Watkins Corp.
ARE-29 Hartwell Avenue, LLC	29 Hartwell Avenue, Lexington, .MA	DE	2/21/01				MA		100% ARE, LP
ARE-50 West Watkins Mill, LLC	50 West Watkins Mill Road, Gaithersburg, MD	DE	8/27/98				MD		100% ARE, LP
ARE-55 Fillmore Street, LLC	55 Fillmore Street, Pasadena, CA Ground Lease	DE	2/11/00				CA		100% ARE, LP
ARE-60 Westview, LLC	60 Westview Street, Lexington, MA	DE	8/11/98				MA		1% managing: HOLDINGS, LP 99% nonmanaging: ARE, LP
ARE-79/96 Charlestown Navy Yard, LLC	Building 79 Building 96 Charlestown Navy Yard, Charlestown, MA Ground Lease	DE	12/31/97				MA		1% managing: HOLDINGS, LP 99% nonmanaging: ARE, LP
ARE-100 Phillips Parkway, LLC	100 Phillips Parkway, Montvale, NJ	DE		9/23/98		NJ				100% ARE, LP
ARE-100/800/801 Capitola, LLC	100, 800 & 801 Capitola Drive, Durham, NC ($12,640,760.91 assumed loan)	DE		12/16/97		NC				100% ARE, LP
ARE-108 Alexander Road, LLC (formerly known as 104 Alexander Road)	108 Alexander Road, Research Triangle Park, NC (Ground Lease & Build to Suit)	DE			5/5/99 name changed 11/3/00			NC			100% ARE, LP
ARE-129/153/161 Hill Street, LLC	129/153/161 North Hill Street, Pasadena CA	DE			11/23/99			CA			100% ARE, LP
ARE-150/154 Technology Parkway, LLC	150 & 154 Technology Parkway, Norcross, GA	DE			4/15/98			GA			100% ARE, LP
ARE-170 Williams Drive, LLC	170 Williams Drive Ramsey, NJ	DE			5/18/98			NJ			100% ARE, LP

Name of Property	Maturity Date of Loan
One Innovation Drive Worcester, MA	January 2006
100/800/801 Capitola Drive Durham, NC	December 2006
20/22 Firstfield Road, Gaithersburg, MD & 1300 Quince Orchard Road, Gaithersburg, MD	August 2007
620 Memorial Drive Cambridge, MA	October 2007
14225 Newbrook Drive, Chantilly VA & 3000/3018 Western Newbrook, Seattle WA	May 2008
377 Plantation Street, Worcester MA & 6166 Nancy Ridge, San Diego CA	January 2010
25/35/45 W. Watkins Mill Road, Gaithersburg, MD & 708 Quince Orchard Road, Gaithersburg, MD	November 2010
11025-11075 Roselle Street San Diego, CA	July 2011
9880 Campus Point Drive San Diego, CA	August 2011
1431 Harbor Bay Parkway Alameda, CA	January 2014
3535/3565 General Atomics Court San Diego, CA	December 2014
1102/1124 Columbia Street Seattle, WA	June 2016
1201 Clopper Road Gaithersburg, MD	January 2002
341/343 Oyster Point San Francisco, CA	June 2003

Name of Property	Term of Lease
Buildings 79 and 96 Charlestown Navy Yard Charlestown, Massachusetts	September 2053/May 2055
8000/9000/10000 Virginia Manor Road Beltsville, Maryland	July 2047
2625/2627/2631 Hanover Street Palo Alto, California	October 2016
2425 Garcia Avenue& 2400/2450 Bayshore Parkway Mountain View, California	September 2053
108 Alexander Road Research Triangle Park, North Carolina	September 2035

1.	10933 North Torrey Pines Road	San Diego, California
2.	3010 Science Park Road	San Diego, California
3.	11099 North Torrey Pines Road	San Diego, California
4.	4757 Nexus Center Drive	San Diego, California
5.	10505 Roselle Street	San Diego, California
6.	3770 Tansy Street	San Diego, California
7.	3530 John Hopkins Court	San Diego, California
8.	3550 John Hopkins Court	San Diego, California
9.	9363 Towne Centre Drive	San Diego, California
10.	9373 Towne Centre Drive	San Diego, California
11.	9393 Towne Centre Drive	San Diego, California
12.	6146 Nancy Ridge Drive	San Diego, California
13.	129/153/161 North Hill Street	Pasadena, California
14.	1311 Harbor Bay Parkway	Alameda, California
15.	1401 Harbor Bay Parkway	Alameda, California
16.	1201 Harbor Bay Parkway	Alameda, California
17.	2140 Durant Avenue	Berkeley, California
18.	819-849 Mitten Road	Burlingame, California
19.	863 Mitten Road/866 Malcolm Road	Burlingame, California
20.	2425 Garcia 2400/2450 Bayshore	Mountain View, California
21.	150/154 Technology Parkway	Norcross, Georgia
22.	2001 Aliceanna Street	Baltimore, Maryland
23.	8000/9000/10000 Virginia Manor Road	Beltsville, Maryland
24.	10150 Old Columbia Road	Columbia, Maryland
25.	300 Professional Drive	Gaithersburg, Maryland
26.	401 Professional Drive	Gaithersburg, Maryland
27.	940 Clopper Road	Gaithersburg, Maryland
28.	19 Firstfield Road	Gaithersburg, Maryland
29.	15020 Shady Grove Road	Gaithersburg, Maryland
30.	50 W. Watkins Mill Road	Gaithersburg, Maryland
31.	930 Clopper Road	Gaithersburg, Maryland
32.	1401 Research Boulevard	Rockville, Maryland
33.	1413 Research Boulevard	Rockville, Maryland
34.	1500 East Gude Drive	Rockville, Maryland
35.	1550 East Gude Drive	Rockville, Maryland
36.	Buildings 79 and 96 Charlestown Navy Yard	Charlestown, Massachusetts
37.	60 Westview Street	Lexington, Massachusetts
38.	29 Hartwell Avenue	Lexington, Massachusetts
39.	280 Pond Street	Randolph, Massachusetts
40.	500 Arsenal Street	Watertown, Massachusetts

1.	4757 Nexus Centre Drive II	San Diego, California
2.	Capitola Land	Durham, North Carolina
3.	636/700 South Raymond Avenue	Pasadena, California

Lender	Property Secured	Amount Outstanding As of June 30, 2001
Teachers Insurance and Annuity Association of America	One Innovation Drive		$ 10,489,000
LaSalle National Bank	100/800/801 Capitola Drive		$ 12,249,000
First Union National Bank	20/22 Firstfield Road & 1300 Quince Orchard Road		$ 9,952,000
LaSalle National Bank	620 Memorial Drive		$ 17,603,000
State Street Bank and Trust	14225 Newbrook Drive & 3000/3018 Western Avenue		$ 35,455,000
Credit Suisse First Boston Mortgage Capital LLC	377 Plantation Street & 6166 Nancy Ridge Road		$ 18,736,000
Merrill Lynch Credit Corporation	25/35/45 W. Watkins Mill Road & 708 Quince Orchard Road		$ 24,585,000
Credit Suisse First Boston Mortgage Capital LLC	11025-11075 Roselle Street		$ 24,100,000
United States Trust Company of New York	1431 Harbor Bay Parkway		$ 5,425,000
Aid Association for Lutherans	3535/3565 General Atomics Court		$ 16,197,000
Aid Association for Lutherans	1102/1124 Columbia Street		$ 19,188,000
Keybank National Association	1201 Clopper Road (Development project)		$ 18,981,000
Societe Generale	341/343 Oyster Point (Development project)		$ 12,063,000
Syndicate of lenders led By Fleet National Bank	Unsecured		$ 274,000,000

		PAGE
ARTICLE I	DEFINITIONS	1
1.1	Definitions	1
1.2	Terms	3
1.3	Trust References	3
ARTICLE II	PURPOSE	3
ARTICLE III	PARTICIPATION	3
3.1	Commencement of Participation	3
3.2	Continuation of Participation	4
ARTICLE IV	CONTRIBUTIONS	4
4.1	Compensation Deferrals	4
4.2	Matching Contributions	4
4.3	Company Contribution	5
4.4	Time and Form of Contributions	5
ARTICLE V	VESTING	6
5.1	Vesting	6
ARTICLE VI	ACCOUNTS	6
6.1	Accounts	6
6.2	Benchmark Investment Elections	7
6.3	Forfeitures	7
ARTICLE VII	DISTRIBUTIONS	7
7.1	Distribution Election	7
7.2	Payment Options	8
7.3	Commencement of Payment	8
7.4	Effect of Early Distribution	8
7.5	Changes Affecting an Education Account	8
ARTICLE VIII	BENEFICIARIES	9
8.1	Beneficiaries	9
8.2	Lost Beneficiary	9
8.3	Individuals Designated in Connection with Education Accounts	9
8.4	Enforceability of Beneficiary Designations	9
ARTICLE IX	FUNDING	10
9.1	Prohibition Against Funding	10
9.2	Deposits in Trust	10
9.3	Withholding of Employee Contributions	10
ARTICLE X	ADMINISTRATION	10
10.1	Plan Administration	10
10.2	Administrator	11
10.3	Discretionary Authority of the Administrator	11
10.4	Claims Procedures	11
ARTICLE XI	GENERAL PROVISIONS	12
11.1	No Assignment	12
11.2	No Employment Rights	13
11.3	Incompetence	13
11.4	Identity	13
11.5	Other Benefits	13
11.6	No Liability	13
11.7	Expenses	13
11.8	Amendment and Termination	13
11.9	Company Determinations	14
11.10	Arbitration	14
11.11	Construction	14
11.12	Governing Law	14
11.13	Severability	14
11.14	Headings	15

		PAGE
ARTICLE 1	INTRODUCTION	1
ARTICLE 2	DEFINITIONS	1
2.1	"Affiliate"	1
2.2	"Beneficiary"	2
2.3	"Board"	2
2.4	"Bonus"	2
2.5	"Code"	2
2.6	"Company"	2
2.7	"Deferral Amount"	2
2.8	"Deferral Distribution Subaccount"	2
2.9	"Distribution Event"	2
2.10	"Effective Date"	2
2.11	"Eligible Employee"	2
2.12	"Employee"	3
2.13	"Enrollment Agreement"	3
2.14	"Normal Distribution Subaccount"	3
2.15	"Participant"	3
2.16	"Participant's Account"	3
2.17	"Plan"	3
2.18	"Plan Administrator"	3
2.19	"Plan Year"	3
2.20	"Termination of Service"	3
2.21	"Total Disability"	3
2.22	"Venture Investment"	4
2.23	"Venture Investment Company"	4
ARTICLE 3	DEFERRALS	4
3.1	Bonus Deferrals	4
3.2	Deferral Amounts	5
3.3	Company to Retain Deferral Amounts; Unsecured Promise by Company	5
3.4	Changes in Deferrals	5
3.5	Administrative Rules	5
3.6	Deferral Distribution Subaccounts	5
ARTICLEe 4	PARTICIPANT'S ACCOUNTS AND PLAN INVESTMENTS	5
4.1	Timing of Credits to Subaccounts	5
4.2	Deemed Investments	5
4.3	Valuations	6
ARTICLE 5	BENEFICIARIES	6
ARTICLE 6	DISTRIBUTIONS AND DEFERRALS	6
6.1	Distributions.	6
6.2	Normal Distributions	7
6.3	Deferral Distributions	7
ARTICLE 7	BENEFITS ON ACCOUNT OF TERMINATION OF SERVICE OR DEATH	7
ARTICLE 8	ADMINISTRATION	7
8.1	Plan Administrator	7
8.2	Claims, Inquiries and Appeals	8
8.3	Discretionary Authority of Plan Administrator	9
8.4	Costs and Expenses of Plan	9
ARTICLE 9	MISCELLANEOUS	10
9.1	Amendment of Plan	10
9.2	Termination of Plan	10
9.3	Plan Rules	10
9.4	Outside Consultants	10
9.5	No Assignment of Benefits	10
9.6	Absence of Other Agreements; Conflicts	10
9.7	No Employment Rights	11
9.8	Debt Offsets	11
9.9	Withholding	11
9.10	Unfunded Nature of Plan	11
9.11	Savings Clause	11
9.12	Arbitration	11
9.13	Headings	12
9.14	Rules of Gender and Number	12
9.15	Notices	12
9.16	Governing Law	12

Alexandria Real Estate Equities, L.P.	ARE-377 Plantation Street, LLC
Alexandria Management, Inc.	ARE-381 Plantation Street, LLC
Alexandria Equities, LLC	ARE-480 Arsenal Street, LLC
Alexandria Laboratory Specialists, LLC	ARE-500 Arsenal Street, LLC
ARE Acquisitions, LLC	ARE-620 Memorial Drive, LLC
AREE-HOLDINGS, L.P.	ARE-700/730 South Raymond, LLC
AREE-HOLDINGS II, L.P.	ARE-702 Electronic Drive, L.P.
ARE-GP HOLDINGS QRS CORP.	ARE-708 Quince Orchard, LLC
ARE-GP/II HOLDINGS QRS CORP.	ARE-708 Quince Orchard Loan, LLC
ARE-GP/III HOLDINGS QRS CORP.	ARE-770/784/790 Memorial Drive, LLC
ARE-GP/IV HOLDINGS QRS CORP.	ARE-819/863 Mitten Road, LLC
ARE-GP/V HOLDINGS QRS CORP.	ARE-901/951 Gateway Boulevard, LLC
ARE-GP/VI HOLDINGS QRS CORP.	ARE-930 Clopper Road, LLC
ARE-GP 708 Quince Orchard QRS Corp.	ARE-930/940/1201 Clopper Road Loan, LLC
ARE-QRS Corp.	ARE-940 Clopper Road, LLC
ARE-John Hopkins Court, LLC	ARE-1201 Harbor Bay, LLC
ARE-Lake View Building, LLC	ARE-1401 Research Boulevard, LLC
ARE-Metropolitan Grove I, LLC	ARE-1431 Harbor Bay, LLC
ARE-MM Tech Park 270 III, LLC	ARE-1500 East Gude, LLC
ARE-MM 940 Clopper Road, LLC	ARE-2001 Aliceanna Street, LLC
ARE-Nexus Centre II, LLC	ARE-2140 Durant Avenue, LLC
ARE-One Innovation Drive, LLC	ARE-2425/2400/2450 Garcia Bayshore, LLC
ARE-Technology Parkway SSF, LLC	ARE-2625/2627/2631 Hanover, LLC
ARE-Western Newbrook, LLC	ARE-3005 First Avenue, LLC
5 Research Place LLC	ARE-3535/3565 General Atomics Court, LLC
ARE-5 Triangle Drive, LLC	ARE-3770 Tansy Street, LLC
ARE-19 Firstfield Road, LLC	ARE-4757 Nexus Centre, LLC
ARE-20/22/1300 Quince Orchard, LLC	ARE-5100/5110 Campus Drive, L.P.
ARE-25/35/45 W. Watkins Corp.	ARE-6146 Nancy Ridge, LLC
ARE-25/35/45 W. Watkins Loan Corp.	ARE-6166 Nancy Ridge, LLC
ARE-29 Hartwell Avenue, LLC	ARE-7030 Kit Creek, LLC
ARE-50 West Watkins Mill, LLC	ARE-8000/9000/10000 Virginia Manor, LLC
ARE-55 Fillmore Street, LLC	ARE-9363/9373/9393 Towne Centre, LLC
ARE-60 Westview Street, LLC	ARE-9880 Campus Point, LLC
ARE-79/96 Charlestown Navy Yard, LLC	ARE-10150 Old Columbia, LLC
ARE-100 Phillips Parkway, LLC	ARE-10505 Roselle Street, LLC
ARE-100/800/801 Capitola, LLC	ARE-10933 North Torrey Pines, LLC
ARE-108 Alexander Road, LLC	ARE-11025 Roselle Street, LLC
ARE-129/153/161 Hill Street, LLC	ARE-11035/11075 Roselle Street, LLC
ARE-150/154 Technology Parkway, LLC	ARE-11099 North Torrey Pines, LLC
ARE-170 Williams Drive, LLC	ARE-15020 Shady Grove, LLC
ARE-215 College Road, LLC	Laboratory Facility Services, Inc.
ARE-279 Princeton Road, LLC	Tech Park 270 III, LLC
ARE-280 Pond Street, LLC