Summary of COGDELL SPENCER INC.

Entry into a Material Definitive Agreement, Creation of a Direct Financial O

Item 1.01. Entry into a Material Definitive Agreement.

On June 3, 2009, MEA Holdings, Inc. (the "Borrower"), an indirect subsidiary of Cogdell Spencer Inc. (the "Company"), entered into the First Amendment to Senior Secured Term Loan Agreement (the "Amendment") with KeyBank National Association, as agent and as lender, the other lenders party thereto, and the Company, Cogdell Spencer LP, CS Business Trust I and CS Business Trust II, Erdman Company, Marshall Erdman Development, LLC and Erdman Architecture & Engineering Company, as guarantors. The Amendment amends the Senior Secured Term Loan Agreement (the "Term Loan"), dated March 10, 2008. The Amendment, among other things, amends certain financial covenants relating to the Borrower and its wholly owned subsidiary, Erdman Company, as well as certain other provisions of the Term Loan, including (1) the elimination of the minimum adjusted consolidated EBITDA covenant (previously $22.5 million), (2) a modification of the maximum adjusted consolidated senior indebtedness to adjusted consolidated EBITDA covenant to 3.50 to 1.00 through March 2011 and 3.00 to 1.00 from April 2011 to final maturity (previously 4.25 to 1.00 as of March 31, 2009, decreasing to 3.75 to 1.00 as of July 1, 2009), (3) an increase in the interest rate from LIBOR plus 3.50% to LIBOR plus 4.50% and (4) payment of a market based modification fee. The Amendment was subject to the repayment of $50.0 million of the outstanding balance under the Term Loan by the Borrower (which amount was repaid on June 3, 2009) and certain other customary terms and conditions.

The preceding description is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.