Item 8.01. Other Events.

On January 4, 2023, Boston Properties Limited Partnership (the "Company"), a Delaware limited partnership and the entity through which Boston Properties, Inc. conducts substantially all of its business, entered into a credit agreement (the "Credit Agreement") that provides for a $1.2 billion unsecured term loan facility (the "Term Loan"). Under the Credit Agreement, the Company may, at any time prior to the maturity date, increase total commitments by up to an additional $300.0 million in aggregate principal amount by increasing the existing Term Loan or incurring one or more additional term loans, in each case, subject to syndication of the increase and other conditions. The Term Loan facility matures on May 16, 2024, with one 12-month extension option, subject to customary conditions.

At the Company's option, loans under the Credit Agreement will bear interest at a rate per annum equal to (1) a base rate equal to the greatest of (a) the Federal Funds rate plus 1/2 of 1%, (b) the Administrative Agent's prime rate, (c) Term SOFR for a one-month period plus 1.00%, and (d) 1.00%, in each case, plus a margin ranging from 0 to 60 basis points based on the Company's credit rating; or (2) a rate equal to adjusted Term SOFR with a one-month period plus a margin ranging from 75 to 160 basis points based on the Company's credit rating. Based on the Company's current credit rating, the base rate margin is 0 basis points and the Term SOFR margin is 85 basis points.

The Term Loan currently bears interest at a rate equal to adjusted Term SOFR plus 85 basis points. Upon entry into the Credit Agreement, the Company borrowed $1.2 billion under the Term Loan, a portion of which was used to repay in full the Company's $730.0 million unsecured term loan, which was scheduled to mature on May 16, 2023.

The Credit Agreement contains customary representations and warranties, affirmative and negative covenants, and events of default provisions, including the failure to pay indebtedness, breaches of covenants and bankruptcy and other insolvency events, which could result in the acceleration of the obligation to repay all outstanding amounts and the cancellation of all commitments outstanding under the Credit Agreement. Among other covenants, the Credit Agreement requires that the Company maintain on an ongoing basis: (1) a leverage ratio not to exceed 60%, however, the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year, (2) a secured debt leverage ratio not to exceed 55%, (3) a fixed charge coverage ratio of at least 1.40, (4) an unsecured debt leverage ratio not to exceed 60%, however, the unsecured debt leverage ratio may increase to no greater than 65% provided that it is reduced to 60% within one year and (5) an unsecured debt interest coverage ratio of at least 1.75. The Credit Agreement also imposes limitations and other restrictions on certain investments.

The Credit Agreement was arranged by BofA Securities, Inc. and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, with Bank of America, N.A., as Administrative Agent and lender, JPMorgan Chase Bank, N.A., as Syndication Agent and lender, The Bank of New York Mellon, Morgan Stanley Senior Funding, Inc., PNC Bank, National Association, U.S. Bank National Association, Wells Fargo Bank, N.A., TD Bank, N.A., Bank of Nova Scotia, Truist Bank, Mizuho Bank, LTD., M&T Bank and Sumitomo Mitsui Banking Corporation as Documentation Agents, and a syndicate of banks named therein as lenders.

The foregoing summary is qualified in its entirety by reference to the Credit Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.               Description
*10.1                       Credit Agreement, dated as of January 4, 2023, among Boston Properties
                          Limited Partnership and the lenders identified therein.
*101.SCH                  Inline XBRL Taxonomy Extension Schema Document.
*101.LAB                  Inline XBRL Taxonomy Extension Label Linkbase Document.
*101.PRE                  Inline XBRL Taxonomy Extension Presentation Linkbase Document.
*101.DEF                  Inline XBRL Taxonomy Extension Definition Linkbase Document.
*104                      Cover Page Interactive Data File (formatted as Inline XBRL with applicable
                          taxonomy extension information contained in Exhibits 101.*).


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* Filed herewith.

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