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Exhibit 10.3  



Promissory
Note B with a principal amount of $40 million. 


 
 

PROMISSORY NOTE B    
  



	

$40,000,000.00	
 	

December 10, 2002







        FOR VALUE RECEIVED, the undersigned, GREAT LAKES REIT, L.P., a
Delaware limited partnership ("Maker"), hereby promises to pay to the order of EQUITABLE LIFE INSURANCE COMPANY OF
IOWA, an Iowa corporation, or any subsequent holder(s) hereof ("Payee"), at the office of Payee, c/o ING Investment Management
LLC, 5780 Powers Ferry Road, NW, Suite 300, Atlanta, Georgia 30327-4349, or at such other place as Payee may from time to time designate in writing, the principal sum of FORTY MILLION AND
NO/100 DOLLARS ($40,000,000.00) and interest thereon from and after the date of disbursement hereunder at four and 77/100 percent (4.77%) per annum ("Note
Rate"), both principal and interest to be paid in lawful money of the United States of America, as follows: 



	(iii)
	Interest
only from and including the date of this Note through and including December 31, 2002, shall be paid on January 1, 2003 or, at the option of
Payee, on the date hereof; and



	(iv)
	Payments
of principal and interest shall be made in successive monthly installments commencing on February 1, 2003, and continuing on the first day of each and
every calendar month thereafter up to and including January 1, 2028 (the "Maturity Date") or, upon exercise of Payee's right under the following
paragraph, the Call Date as to which Payee has exercised its right, all but the final installment thereof to be in the amount of Two Hundred Twenty-Eight Thousand Five Hundred Seven and 32/100 Dollars
($228,507.32), and the final installment payable on the Maturity Date, or, if earlier, the exercised Call Date, to be in the full amount of outstanding principal of this Promissory Note
("Note"), interest and all other sums remaining unpaid hereunder and under the Mortgage (as hereinafter defined). 




        Notwithstanding
any provisions of this Note to the contrary, the Payee reserves the right (the "Call Option") to declare the entire amount
of outstanding principal of this Note, interest and all other sums remaining unpaid hereunder and under the Mortgage to be due and payable on any one of the following dates (each referred to as a
"Call Date," and collectively the "Call Dates"): 











January 1,
2010; 


January 1,
2015; 


January 1,
2020; and 


January 1,
2025. 












Such
right shall be exercised by Payee, in its sole and absolute discretion, by giving written notice to Maker at least six (6) months prior to the Call Date as to which Payee is electing,
which notice shall refer to this Note and state the Call Date elected by Payee. The exercise of such right by Payee shall not relieve Maker of its obligation to make scheduled payments hereunder, or
to pay any other sums due and owing hereunder, between the date of such notice and the elected Call Date. The exercise of such right by Payee will result in the original principal amount of this Note
not having been fully amortized by the payment of the monthly installments hereunder prior to the exercised Call Date, and Maker shall be obligated to make a payment of the entire amount of
outstanding principal of this Note and interest and all other sums remaining unpaid hereunder and under the Mortgage on the Call Date. 


        All
payments on account of the Indebtedness (as hereinafter defined) shall be applied: (i) first, to further advances, if any, made by the Payee as provided in the Loan Documents
(as hereinafter defined); (ii) next, to any Late Charge (as hereinafter defined); (iii) next, to interest at the Default 





 




Rate (as hereinafter defined), if applicable; (iv) next, to the Prepayment Premium (as hereinafter defined), if applicable; (v) next, to interest at the Note Rate on the unpaid
principal balance of this Note unless interest at the Default Rate is applicable; and (vi) last, to reduce the unpaid principal balance of this Note. Interest shall be calculated on the basis
of a year consisting of 360 days and with twelve thirty-day months, except that interest due and payable for less than a full month shall be calculated by multiplying the actual number of days elapsed
in such period by a daily interest rate based on a 360-day year. As used herein, the term "Indebtedness" shall mean the aggregate of the unpaid
principal amount of this Note, accrued interest, all Late Charges, any Prepayment Premium, and advances made by Payee under the Loan Documents. 


        In
the event any installment of principal or interest due hereunder, or any escrow fund payment for real estate taxes, assessments, other similar charges or insurance premiums due under
the Mortgage shall be more than ten (10) days overdue, Maker shall pay to the holder hereof a late charge ("Late Charge") of four cents ($.04)
for each dollar so overdue or, if less, the maximum amount permitted under applicable law, in order to defray part of the cost of collection and of handling delinquent payments. 



        The
terms of this Note are expressly limited so that in no event whatsoever shall the amount paid or agreed to be paid to the Payee exceed the highest lawful rate of interest permissible
under applicable law. If, from any circumstances whatsoever, fulfillment of any provision hereof or any other documents
securing the Indebtedness at the time performance of such provision shall be due, shall involve the payment of interest exceeding the highest rate of interest permitted by law which a court of
competent jurisdiction may deem applicable hereto, then, ipso facto, the obligation to be fulfilled shall be reduced to the highest lawful rate of
interest permissible under applicable law; and if for any reason whatsoever Payee shall ever receive as interest an amount which would be deemed unlawful, such interest shall be applied to the payment
of the last maturing installment or installments of the principal portion of the Indebtedness (whether or not then due and payable) and not to the payment of interest. 


        Payment
of this Note is secured by the following mortgages (collectively the "Mortgage") dated on or about this same date by Maker, as
mortgagor, for the benefit of Payee, and Security Life of Denver Insurance Company, as mortgagee, encumbering certain real estate and other property interests situated in the States of Illinois,
Wisconsin, Michigan, Minnesota and Ohio, and more particularly described in the Mortgage (the "Premises"): 



	(vi)
	Mortgage,
Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Illinois (which may be
exercised in counterparts);



	(vii)
	Mortgage,
Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Wisconsin (which may be
exercised in counterparts);



	(viii)
	Mortgage,
Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Michigan (which may be
exercised in counterparts);



	(ix)
	Mortgage,
Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Minnesota; and



	(x)
	Mortgage,
Security Agreement, Financing Statement and Fixture Filing, with respect to real property located in the State of Ohio. 




This
Note, the Mortgage, and all other instruments now or hereafter evidencing, securing or guarantying the loan evidenced hereby are sometimes collectively referred to as the
"Loan Documents". The Mortgage contains "due on sale or further encumbrance" provisions which, together with all other terms of the Mortgage, are
incorporated herein by this reference. 


        Except
as expressly otherwise stated in this Note or pursuant to Section 3.07 (the "Property Release Privilege") of that certain
Loan Agreement dated of even date herewith among Maker, Payee and 


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Security Life of Denver Insurance Company (the "Loan Agreement") there shall be no right to prepay the principal portion of the Indebtedness. No
prepayment of this principal of this Note in full or in part (except pursuant to the Property Release Privilege) shall be allowed prior to March 1, 2003 (the "Lock Out
Period"). Beginning March 1, 2003 the principal of this Note may be prepaid in full (but not in part, except pursuant to the Property Release Privilege) on any
installment payment date thereafter, upon sixty (60) days prior written notice to the Payee, and payment of a premium (the "Prepayment Premium")
equal to an amount (the "Treasury Obligation Amount") which is the sum of (a) the present value of the scheduled monthly installments on this
Note from the date of prepayment to the Maturity Date or, if earlier, the next applicable Call Date, and (b) the present value of the amount of principal and interest due on the Maturity Date
or, if earlier, the next applicable Call Date (assuming all scheduled monthly installments due prior thereto were made when due) minus (c) the outstanding principal balance of this Note as of
the date of prepayment. The present values described in clauses (a) and (b) shall be computed on a monthly basis as of the date of prepayment, discounted at the yield of the U.S.
Treasury obligation closest in maturity to the Maturity Date or, if earlier, the next applicable Call Date, as reported in The Wall Street Journal (or
if not then published, any successor or similar publication of similar repute in the financial markets) or as available from the Federal Reserve Bank of New York, on the fifth (5th) day prior to the
date of prepayment or, if such fifth day is not a business day, then the next preceding day which is a business day. The Treasury Obligation Amount is intended to be that amount which, together with
the amount prepaid, shall be sufficient to enable Payee to invest in a U.S. Treasury obligation for the remaining term of this Note to provide the same effective yield on the amount paid from the date
of prepayment to the Maturity Date or, if earlier, the next applicable Call Date as would have been the yield on such amount under this Note if such amount had not been prepaid. 


        Except
as provided in the next sentence or pursuant to the Property Release Privilege, in no event shall the amount prepaid be less than the total Indebtedness. Notwithstanding the Lock
Out Period, in the event of acceleration of the Note at any time and subsequent involuntary or voluntary prepayment (even if during the period in which no prepayment is permitted), the Prepayment
Premium shall be payable except (a) for a prepayment which results from application of proceeds from insured damage, condemnation or other taking of the Premises when no Event of Default
exists, and (b) as to any prepayment which is made within sixty (60) days prior to the Maturity Date or a Call Date regardless of whether Payee has exercised its Call Option. In the event the
Prepayment Premium were ever construed by a court having jurisdiction thereof to be an interest payment, the Prepayment Premium shall not exceed an amount equal to the excess, if any, of
(i) interest calculated at the highest rate permitted by applicable law, as construed by courts having jurisdiction thereof, on the principal balance of the Note from time to time outstanding
from the date thereof to the date of such payment, less (ii) interest theretofore paid on the Note. 



        In
the event Payee applies any insurance proceeds or condemnation proceeds to the reduction of the principal portion of the Indebtedness in accordance with the terms of the Mortgage, and
if at such time no Event of Default exists hereunder and no event has occurred which with the passage of time or the giving of notice would be or become an Event of Default, then no Prepayment Premium
shall be due or payable as a result of such application. 


        If
the maturity of the Indebtedness is accelerated by Payee as a consequence of the occurrence of an Event of Default, or in the event the right to foreclose the Mortgage shall otherwise
accrue to Payee, the Maker agrees that an amount equal to the Prepayment Premium (determined as if prepayment were made on the date of acceleration) shall be added to the balance of unpaid principal
and interest then outstanding, and that the Indebtedness shall not be discharged except: (i) by payment of such Prepayment Premium, together with the balance of principal and interest and all
other sums then outstanding, if the Maker tenders payment of the Indebtedness prior to completion of a non-judicial foreclosure sale (if permitted in the applicable jurisdiction), judicial order or
judgment of 


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foreclosure sale; or (ii) by inclusion of such Prepayment Premium as a part of the Indebtedness in any such completion of a non-judicial foreclosure sale (if permitted in the applicable
jurisdiction), judicial order or judgment of foreclosure. 


        It
is hereby expressly agreed by Maker that time is of the essence in the performance of this Note and that each of the following occurrences shall constitute a default
("Event of Default") under this Note: 



        (iv)  The
failure of the Maker to: 




(a)    make
any payment of principal or interest under this Note within ten (10) days after the same shall fall due, or 



(b)    comply
with any of the other terms of this Note within thirty (30) days after written notice of such failure has been given by Payee to Maker or within such longer period of time, not
to exceed an additional sixty (60) days, as may be reasonably necessary to cure such non-compliance if Maker is diligently and with continuity of effort pursuing such cure and the failure is
susceptible of cure within such additional sixty-day period. 





        (v)  The
failure of Maker to make payment of any amount due the Payee under any Loan Document other than this Note, on the date the same shall fall due (including any
applicable grace period). 


        (vi)  The
occurrence of any breach, default, event of default or failure of performance (however denominated) under any Loan Document other than this Note, and the expiration
of any applicable cure period without the same having been cured. 




        From
and after the date of the occurrence of any Event of Default and continuing until such Event of Default is fully cured (if Maker is entitled under this Note to cure such default) or
until this Note is paid in full, the Maker promises to pay interest on the principal balance of this Note then outstanding at the rate (the "Default
Rate") equal to the Note Rate plus five percent (5%) per annum or, if less,
the maximum rate permitted under applicable law. Interest at the Default Rate shall accrue on the amount of any judgment rendered hereon or in connection with any foreclosure of the Mortgage. The
Maker agrees that such additional interest which has accrued shall be paid at the time of and as a condition precedent to the curing of such Event of Default. During the existence of any such Event of
Default Payee may apply payments received on any amounts due hereunder or under the terms of any of the Loan Documents as Payee shall determine. 


        Payee
shall have the following rights, powers, privileges, options and remedies whenever any Event of Default shall occur under this Note: 



        (iv)  To
foreclose, or exercise any power of sale under, the Mortgage. 


        (v)  To
accelerate the maturity of the Indebtedness and declare the entire unpaid principal balance of, and any unpaid interest then accrued on, this Note, together with any
Prepayment Premium, without demand or notice of any kind to the Maker or any other person, to be immediately due and payable. 



        (vi)  To
exercise any and all rights, powers, privileges, options and remedies available at law or in equity and as provided in any of the Loan Documents. 




        Upon
the occurrence of an Event of Default, the Maker expressly agrees to pay all costs of collection and enforcement of every kind, including without limitation, all reasonable
attorneys' fees and expenses, court costs, costs of title evidence and insurance, inspection and appraisal costs and expenses of every kind incurred by Payee in connection with the protection or
realization of any or all of the security for this Note, whether or not any lawsuit is filed with respect thereto. The occurrence of 


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an Event of Default under this Note shall constitute a default under each and all of the other Loan Documents. 


        The
rights, powers, privileges, options and remedies of Payee, as provided in this Note, in any of the Loan Documents, or otherwise available at law or in equity shall be cumulative and
concurrent, and may be pursued singly, successively or together at the sole discretion of Payee, and may be exercised as often as occasion therefor shall occur. No delay or discontinuance in the
exercise of any right, power, privilege, option or remedy hereunder shall be deemed a waiver of such right, power, privilege, option or remedy, nor shall the exercise of any right, power, privilege,
option or remedy be deemed an election of remedies or a waiver of any other right, power, privilege, option or remedy. Without limiting the generality of the foregoing, the failure of the Payee after
the occurrence of any Event of Default to exercise Payee's right to declare the Indebtedness remaining unmatured hereunder to be immediately due and payable shall not constitute a waiver of such right
in connection with any future Event of Default. Acceleration of maturity, once elected by Payee, may be, in Payee's sole and absolute discretion rescinded by Payee's written acknowledgment to that
effect, but without limiting the
foregoing the tender and acceptance of partial payment or partial performance shall not, by itself, in any way affect or rescind such acceleration. 


        Maker
waives presentment for payment, demand, notice of nonpayment, notice of dishonor, protest of any dishonor, notice of protest, notice of intent to accelerate, notice of acceleration
of maturity, and all other notices in connection with the delivery, acceptance, performance, default or enforcement of the payment of this Note, except as otherwise provided herein, and agrees that if
there is more than one party constituting the Maker, liability of each of them hereunder shall be joint, several and unconditional without regard to the liability of any other party and shall not be
in any manner affected by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee; and Maker consents to any and all extensions of time, renewals, waivers
or modifications that may be granted by Payee with respect to the payment or other provisions of this Note, and to the release of any collateral given to secure the payment hereof, or any part
thereof, with or without substitution, and agrees that additional makers or guarantors may become parties hereto without notice to any of them or affecting any of their liability hereunder. 


        Payee
shall not by any acts of omission or commission be deemed to have waived any rights or remedies hereunder unless such waiver is in writing and signed by Payee, and then only to the
extent specifically set forth therein; a waiver in respect of one event shall not be construed as continuing or as a bar to the exercise or waiver of such right or remedy in respect of a subsequent
event. 


        All
notices, demands, requests, and other communications desired or required to be given hereunder ("Notices") shall be in writing and
shall be given by: (i) hand delivery to the address for Notices; (ii) delivery by overnight courier service to the address for Notices; or (iii) sending the same by United States
mail, postage prepaid, certified mail, return receipt requested, addressed to the address for Notices. 



        All
Notices shall be deemed given and effective upon the earliest to occur of: (x) the hand delivery of such Notice to the address for Notices; (y) one business day after
the deposit of such Notice with an overnight courier service by the time deadline for next day delivery addressed to the address for Notices; or (z) three business days after depositing the
Notice in the United States mail as set forth in (iii) above. All Notices shall be addressed to the following addresses: 



	

Maker:	
 	

Great Lakes REIT, L.P.

c/o Great Lakes REIT

823 Commerce Drive, Suite 300

Oak Brook, Illinois 60523

Attention:    Chief Financial Officer



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With a copy to:	
 	

Holland & Knight LLC

500 West Madison, Suite 4000

Chicago, Illinois 60661-2511

Attention:    Francis L. Keldermans, Esq.
	

Payee:	
 	

Equitable Life Insurance Company of Iowa

c/o ING Investment Management LLC

5780 Powers Ferry Road, NW, Suite 300

Atlanta, Georgia 30327-4349

Attention:    Mortgage Loan Servicing Department
	

 	
 	

                            and
	

 	
 	

ING Investment Management LLC

5780 Powers Ferry Road, NW, Suite 300

Atlanta, Georgia 30327-4349

Attention:    Real Estate Law Department
	

With a copy to:	
 	

Powell, Goldstein, Frazer & Murphy LLP

Sixteenth Floor

191 Peachtree Street, N.E.

Atlanta, Georgia 30303

Attention:    John R. Parks, Esq.





or to such other persons or at such other place as any party hereto may by Notice designate as a place for service of Notice. Provided, that the "copy to" Notice to be given as
set forth above is a courtesy copy only; and a Notice given to such person is not sufficient to effect giving a Notice to the principal party, nor does a failure to give such a courtesy copy of a
Notice constitute a failure to give Notice to the principal party. 


        This
Note shall be governed by and construed in accordance with the laws (excluding conflicts of laws rules) of Illinois. 


        Subject
to the terms of the next succeeding paragraph and notwithstanding anything to the contrary otherwise contained in this Note, but without in any way releasing, impairing or
otherwise affecting this Note or any of the other Loan Documents (including without limitation any guaranties or indemnification agreements) or the certain Environmental Indemnification Agreement to
which Maker is a party, or the validity hereof or thereof, or the lien of the Mortgage, it is agreed that Payee's source of satisfaction of the Indebtedness and Maker's other obligations hereunder and
under the Loan Documents other than any separate guaranty agreement or the Environmental Indemnification Agreement is limited to (a) the Premises and proceeds thereof, (b) rents, income,
issues, proceeds and profits arising out of the Premises, and (c) any separate guaranty or indemnification agreements guarantying or indemnifying Payee with respect to the payment of any
amounts due hereunder and under the Loan Documents and/or Maker's performance hereunder and under the Loan Documents; provided, however, that nothing herein contained shall be deemed to be a release
or impairment of said Indebtedness or the security therefor intended by the Mortgage, or be deemed to preclude Payee from foreclosing the Mortgage or from enforcing any of Payee's rights or remedies
in law or in equity thereunder, or in any way or manner affecting Payee's rights and privileges under any of the Loan Documents or any separate guaranty or indemnification agreements guarantying
Maker's payment and/or performance hereunder and/or under the Loan Documents. 


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        PROVIDED, HOWEVER, NOTWITHSTANDING ANYTHING IN THIS NOTE TO THE CONTRARY, MAKER SHALL PAY, AND THERE SHALL AT NO TIME BE ANY LIMITATION ON MAKER'S PERSONAL
LIABILITY FOR THE PAYMENT TO PAYEE OF:



      (xii)  the
application of rents, security deposits, or other income, issues, profits, and revenues derived from the Premises after the occurrence of an Event of Default to
the extent applied to anything other than (a) normal and necessary operating expenses of the Premises or (b) the Indebtedness evidenced by the Note. It is understood that any rents
collected more than one month in advance as of the time of the Event of Default shall be considered to have been collected after the Event of Default; 


      (xiii)  any
loss, cost or damages arising out of or in connection with fraud or material misrepresentations to Payee by Maker (or by any of its general partners, officers,
shareholders, members, or their agents, if applicable); 


      (xiv)  any
loss, cost or damages arising out of or in connection with Maker's use or misapplication of (a) any proceeds paid under any insurance policies by reason of
damage, loss or destruction to any portion of the Premises, or (b) proceeds or awards resulting from the condemnation or other taking in lieu of condemnation of any portion of the Premises, for
purposes other than those set forth in the Mortgage; 


      (xv)  any
loss, cost or damages arising out of or in connection with any waste of the Premises or any portion thereof and all reasonable costs incurred by Payee in order to
protect the Premises; 


      (xvi)  any
taxes, assessments and insurance premiums for which Maker is liable under the Note, the Mortgage or any of the other Loan Documents and which are paid by Payee
(but not the proportionate amount of any such taxes, assessments and insurance premiums which accrue following the date of foreclosure [plus any applicable redemption period]
or acceptance of a deed in lieu of foreclosure); 


    (xvii)  any
loss, costs or damages arising out of or in connection with the Maker's environmental covenants, warranties and representations contained in Paragraph 31 of the
Mortgage; 


    (xviii)  any
loss, cost or damages arising out of or in connection with any construction lien, mechanic's lien, materialman's lien or similar lien against the Premises
arising out of acts of omissions of Maker; 


      (xix)  any
and all loss, costs or damages arising out of or incurred in order to cause the Improvements to comply with the accessibility provisions of The Americans with
Disabilities Act and each of the regulations promulgated thereunder, revealed in engineering reports delivered to Payee in connection with the loan evidenced by this Note, as the same may be amended
from time to time which are required by any governmental authority; 


      (xx)  any
loss, damage, cost, expense and liability resulting from any act of Maker or its general partners, shareholders, beneficiaries, or members, as the case may be, to
obstruct, delay or impede Payee from exercising any of its rights or remedies under the Loan Documents; 


      (xxi)  the
total Indebtedness in the event that (a) Maker makes an unpermitted transfer of an interest in the Maker or in the Premises without the prior written
approval of Payee, or (b) Maker makes an unpermitted encumbrance on the Premises or an interest in Maker without the prior written approval of Payee; and 


    (xxii)  all
costs and fees, including without limitation reasonable attorney fees and costs, incurred by Payee in the enforcement of subparagraphs (i) through (x) above. 




With
the exception of those items of liability specifically set forth in items (i) through (xi) above, the lien of any judgment against Maker in any proceeding instituted on, under or in
connection with this 


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Note shall not extend to any property now or hereafter owned by Maker other than the interest of the Maker in the Premises and the other security for the payment of this Note. 


        This
Note, together with the other Loan Documents and the certain Environmental Indemnification Agreement executed by Maker, constitute the entire agreement between the parties hereto
pertaining to the subject matters hereof and thereof and supersede all negotiations, preliminary agreements and all prior or contemporaneous discussions and understandings of the parties hereto in
connection with the subject matters hereof and thereof. 


        THE PARTIES HERETO, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED ON OR ARISING OUT OF THIS AGREEMENT OR INSTRUMENT, OR ANY RELATED INSTRUMENT OR AGREEMENT, OR ANY OF THE
TRANSACTIONS CONTEMPLATED HEREBY OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR WRITTEN, OR ACTION OF ANY PARTY HERETO. NO PARTY SHALL SEEK TO CONSOLIDATE BY COUNTERCLAIM OR OTHERWISE,
ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED. THESE PROVISIONS SHALL NOT BE DEEMED TO HAVE BEEN MODIFIED IN ANY
RESPECT OR RELINQUISHED BY ANY PARTY HERETO EXCEPT BY A WRITTEN INSTRUMENT EXECUTED BY ALL PARTIES.


        Maker
acknowledges receipt of a copy of this instrument at the time it was signed. 


        IN
WITNESS WHEREOF, the Maker has executed and delivered this Note as of the day and date first above written. 



	

 	
 	
MAKER:
	

 	
 	

GREAT LAKES REIT, L.P., a

Delaware limited partnership
	

 	
 	

By:	

Great Lakes REIT, a Maryland real estate investment trust, its general partner
	

 	
 	

 	

By:	

/s/  JAMES HICKS      
 James Hicks, Treasurer




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