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Exhibit 10.2    
  


Exhibit 10.2    Promissory Note with a principal amount of $40 million.  


PROMISSORY NOTE  



	

	DEFINED TERMS Execution Date:	 	City and State of Signing:
	January 16, 2003	 	Chicago, Illinois
	

	Loan Amount:	 	Interest Rate:
	$40,000,000.00	 	5.43% per annum
	

	Borrower:    GLR—MEDICAL PROPERTIES ONE, LLC, a Delaware limited liability company
	

	Borrower's Address:	 	c/o Great Lakes REIT

823 Commerce Drive, Suite 300

Oak Brook, Illinois 60523
	

	Holder:        METROPOLITAN LIFE INSURANCE COMPANY, A NEW YORK CORPORATION
	






	 	 	Holder's Address:        Metropolitan Life Insurance Company
	 	 	10 Park Avenue	 	 
	 	 	Morristown, New Jersey 07960
	 	 	Attention:	 	Senior Vice-President,
	 	 	 	 	Real Estate Investments



And
	

 	
 	

Metropolitan Life Insurance Company

2001 Spring Road, Suite 400

Oak Brook, IL 60523
	 	 	Attention:	 	Director
	 	 	 	 	Mortgage Portfolio Services
	






	Maturity Date: February 1, 2013	 	Advance Date: The date funds are disbursed to Borrower.
	

	Interest Only Period: The period from the Advance Date and ending on the last day of the month in which the Advance Date occurs.	 	Principal and Interest Installment Date: The first day of the second calendar month following the Advance Date, and the first day of each calendar month thereafter.
	

	Monthly Installment: Equal monthly installments of principal and interest at the Interest Rate each in the amount of $225,361.96



The Monthly Installment is based upon an amortization period of 30 years.	 	Permitted Prepayment Period: During the 180 day period prior to the Maturity Date, Borrower may prepay the Loan without a Prepayment Fee on 30 days prior written notice. In addition, commencing
on the first day of the 61st month following the Advance Date, Borrower may prepay the Loan with a Prepayment Fee on 30 days prior written notice.
	

	Liable Parties:        GREAT LAKES REIT L.P., a Delaware limited partnership
	
Addresses of Liable Parties:	
 	
823 Commerce Drive, Suite 300

Oak Brook, Illinois 60523
	

	Late Charge: An amount equal to four cents ($.04) for each dollar that is overdue.	 	 
	Default Rate: An annual rate equal to the Interest Rate plus four percent (4%).	 	 
	

	Note: This Promissory Note. Mortgage: Mortgage, Security Agreement, and Fixture Filing dated as of the Execution Date granted by
Borrower to Holder. Loan Documents: This Note, the Mortgage and any other documents related to this Note and/or the Mortgage and all renewals, amendments, modifications, restatements and extensions of
these documents. Guaranty: Guaranty dated as of the Execution Date and executed by Liable Parties.  Indemnity Agreement: Unsecured Indemnity Agreement dated
as of the Execution Date and executed by Borrower and Liable Parties in favor of Holder. The Indemnity Agreement and Guaranty are not Loan Documents and shall survive repayment of the Loan or other termination of the Loan Documents.
	





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        FOR VALUE RECEIVED, Borrower promises to pay to the order of Holder, at Holder's Address or such other place as Holder may from time to time
designate, the Loan Amount with interest payable in the manner described below, in money of the United States of America that at the time of payment shall be legal tender for payment of all
obligations. 


        Capitalized
terms which are not defined in this Note shall have the meanings set forth in the Mortgage. 



        1.    Payment
of Principal and Interest. Principal and interest under this Note shall be payable as follows: 



        (a)  Interest
on the funded portion of the Loan Amount shall accrue from the Advance Date at the Interest Rate and shall be paid on the first day of the first calendar month
following the Advance Date; 


        (b)  Commencing
on the Principal and Interest Installment Date and on the first day of each calendar month thereafter, to and including the first day of the calendar month
immediately preceding the Maturity Date, Borrower shall pay the Monthly Installment; and 


        (c)  On
the Maturity Date, a final payment in the aggregate amount of the unpaid principal sum evidenced by this Note, all accrued and unpaid interest, and all other sums
evidenced by this Note or secured by the Mortgage and/or any other Loan Documents as well as any future advances under the Mortgage that may be made to or on behalf of Borrower by Holder following the
Advance Date (collectively, the "Secured Indebtedness"), shall become immediately payable in full. 





        Borrower
acknowledges and agrees that a substantial portion of the original Loan Amount shall be outstanding and due on the Maturity Date. 


        Interest
shall be calculated on the basis of a thirty (30) day month and a three hundred sixty (360) day year, except that (i) if the Advance Date occurs on a date
other than the first day of a calendar month, interest payable for the period commencing on the Advance Date and ending on the last day of the month in which the Advance Date occurs shall be
calculated on the basis of the actual number of days elapsed over a 365 day or 366 day year, as applicable, and (ii) if the Maturity Date occurs on a date other than the last day
of the month, interest payable for the period commencing on the first day of the month in which the Maturity Date occurs and ending on the Maturity Date shall be calculated on the basis of the actual
number of days elapsed over a 365 day or 366 day year, as applicable. 


        2.    Application of Payments.    If no Event of Default has occurred and is continuing, timely made monthly
installments of principal and interest shall be applied first to the payment of interest and second to the reduction of principal. If an Event of Default has occurred and is continuing, then at the
election of Holder, and to the extent permitted by law, all payments shall be applied in the order selected by Holder to any expenses, prepayment fees, late charges, escrow deposits and other sums due
and payable under the Loan Documents, and to unpaid interest at the Interest Rate or at the Default Rate, as applicable. The balance of any payments shall be applied to reduce the then unpaid Loan
Amount. 


        3.    Security.    The covenants of the Mortgage are incorporated by reference into this Note. This Note shall
evidence, and the Mortgage shall secure, the Secured Indebtedness. 



        4.    Late Charge.    If any payment of interest, any payment of a Monthly Installment or any payment of a required
escrow deposit is not paid within 10 days after the due date, Holder shall have the option to charge Borrower the Late Charge. The Late Charge is for the purpose of defraying the expenses
incurred in connection with handling and processing delinquent payments and is payable in 


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addition to any other remedy Holder may have. Unpaid Late Charges shall become part of the Secured Indebtedness and shall be added to any subsequent payments due under the Loan Documents. 


        5.    Acceleration Upon Default.    At the option of Holder, if Borrower fails to pay any sum specified in this Note
within ten (10) days after the due date, or if an Event of Default occurs, the Secured Indebtedness, and all other sums evidenced and/or secured by the Loan Documents, including without
limitation any applicable prepayment fees (collectively, the "Accelerated Loan Amount") shall become immediately due and payable. 



        6.    Interest Upon Default.    The Accelerated Loan Amount shall bear interest at the Default Rate which shall never
exceed the maximum rate of interest permitted to be contracted for under the laws of the State. The Default Rate shall commence upon the occurrence of an Event of Default and shall continue until all
defaults are cured. 


        7.    Limitation on Interest.    The agreements made by Borrower with respect to this Note and the other Loan
Documents are expressly limited so that in no event shall the amount of interest received, charged or contracted for by Holder exceed the highest lawful amount of interest permissible under the laws
applicable to the Loan. If at any time performance of any provision of this Note or the other Loan Documents results in the highest lawful rate of interest permissible under applicable laws being
exceeded, then the amount of interest received, charged or contracted for by Holder shall automatically and without further action by any party be deemed to have been reduced to the highest lawful
amount of interest then permissible under applicable laws. If Holder shall ever receive, charge or contract for, as interest, an amount which is unlawful, at Holder's election, the amount of unlawful
interest shall be refunded to Borrower (if actually paid) or applied to reduce the then unpaid Loan Amount. To the fullest extent permitted by applicable laws, any amounts contracted for, charged or
received under the Loan Documents included for the purpose of determining whether the Interest Rate would exceed the highest lawful rate shall be calculated by allocating and spreading such interest
to and over the full stated term of this Note. 


        8.    Prepayment.    Borrower shall not have the right to prepay all or any portion of the Loan Amount at any time
during the term of this Note except as expressly set forth in the Loan Documents. If Borrower provides notice of its intention to prepay, the Accelerated Loan Amount shall become due and payable on
the date specified in the prepayment notice, as such date may be extended by Borrower solely as a result of the extension of the date for the closing of a sale transaction the proceeds of which are to
be used to prepay all or any portion of the Loan Amount, or rescinded in the event that such closing does not occur. 


        9.    Prepayment Fee.    (a) Any tender of payment by Borrower or any other person or entity of the Secured
Indebtedness, other than as expressly provided in the Loan Documents, shall constitute a prohibited prepayment. If a prepayment of all or any part of the Secured Indebtedness is made following
(i) an Event of Default and an acceleration of the Maturity Date, (ii) the application of money to the principal of the Loan after a casualty or condemnation, or (iii) in
connection with a purchase of the Property or a repayment of the Secured Indebtedness at any time before, during or after, a judicial or non-judicial foreclosure or sale of the Property,
then to compensate Holder for the loss of the investment, Borrower shall pay an amount equal to the Prepayment Fee (as hereinafter defined). 


        (b)    The
"Prepayment Fee" shall be the greater of (A) the Prepayment Ratio (as hereinafter defined) multiplied by the
difference between (x) and (y), where (x) is the present value of all remaining payments of principal and interest including the outstanding principal due on the Maturity Date,
discounted at the rate which, when compounded monthly, is equivalent to the Treasury Rate compounded semi-annually, and (y) is the amount of the principal then outstanding, or
(B) one percent (1%) of the amount of the principal being prepaid. 


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        (c)    The
"Treasury Rate" shall be the annualized yield on securities issued by the United States Treasury having a maturity
equal to the remaining stated term of the Note, as quoted in the Federal Reserve Statistical Release [H. 15 (519)] under the
heading "U.S. Government Securities—Treasury Constant Maturities" for the date on which prepayment is being made. If this rate is not available as of the date of prepayment, the Treasury
Rate shall be determined by interpolating between the yield on securities of the next longer and next shorter maturity. If the Treasury Rate is no longer published, Holder shall select a comparable
rate. Holder will, upon request, provide an estimate of the amount of the Prepayment Fee two weeks before the date of the scheduled prepayment. 


        (d)    The
"Prepayment Ratio" shall be a fraction, the numerator of which shall be the amount of principal being prepaid, and
the denominator of which shall be the principal then outstanding. 



        (e)    At
any time, including prior to the first day of the sixty-first (61st) month after the Advance Date, if as set forth in and pursuant to the terms of one
or more of the following as such may occur one or more times (i) that certain Ground Lease made by and between Advocate Health and Hospitals Corporation, an Illinois
not-for-profit corporation ("Advocate"), as landlord, and Borrower, as tenant relating to the premises commonly known as the
Good Samaritan Medical Office Buildings, Downers Grove, Illinois ("Good Samaritan I and II") dated as of October 1, 2002, (ii) that
certain Ground Lease made by and between Advocate, as landlord, and Borrower, as tenant, relating to the premises commonly known as the Good Shepherd Medical Office Buildings, Barrington, Illinois
("Good Shepherd I and II") dated as of October 1, 2002, (iii) that certain Ground Lease made by and between Advocate, as landlord, and
Borrower, as tenant, relating to the premises commonly known as the Christ Medical Office Building, Oak Lawn, Illinois ("Christ POB") dated as of
October 1, 2002, (iv) that certain Ground Lease made by and between Advocate, as landlord, and Borrower, as tenant, relating to the premises commonly known as the Trinity Medical Office
Building, Chicago, Illinois ("Trinity POB") dated as of October 1, 2002, (v) that certain Ground lease made by and between Advocate, as
landlord,
and Borrower, as tenant, relating to the premises commonly known as the South Suburban Medical Office Building, Hazel Crest, Illinois ("South Suburban
POB") dated as of October 1, 2002, (vi) that certain Development Rights Agreement made by and between Advocate and Great Lakes REIT, L.P. dated as of
October 1, 2002 relating to Good Samaritan I and II and other property, (vii) that certain Development Rights Agreement made by and between Advocate and Great Lakes REIT, L.P. dated as
of October 1, 2002 relating to Good Shepherd I and II and other property, (viii) that certain Development Rights Agreement made by and between Advocate and Great Lakes REIT, L.P. dated
as of October 1, 2002 relating to the Christ POB and other property, (ix) that certain Development Rights Agreement made by and between Advocate and Great Lakes REIT, L.P. dated as of
October 1, 2002 relating to the Trinity POB and other property, or (x) that certain Development Rights Agreement made by and between Advocate and Great Lakes REIT, L.P. dated as of
October 1, 2002 relating to the South Suburban POB and other property, Borrower exercises its right to require that Advocate repurchase one or more office buildings, or Advocate exercises its
right to repurchase one or more office buildings, Borrower shall be obligated to prepay with a Prepayment Fee the amount of the principal balance that is outstanding at the time of such prepayment and
which is allocated to the property being repurchased (as such allocation is set forth in Exhibit C of the Mortgage) multiplied by the allocation
factor set forth below with respect to such property: 



	Property
	 	Allocation Factor

	Good Samaritan I and II	 	1.20
	Good Shepherd I and II	 	1.20
	Christ POB	 	1.10
	Trinity POB	 	1.0
	South Suburban POB	 	1.0





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        For
example, if any such condition occurs, Borrower shall be obligated to prepay $15,845,250.00, the product obtained by multiplying the outstanding principal balance under this Note at
the time of such prepayment (which is assumed for purposes of this example to be $37,000,000.00) times 35.6875% (the proportion of the principal balance of this Note allocated to the property subject
to such condition which is assumed to be Good Samaritan I and II), times 1.20 (the allocation factor applicable to such property)
[$37,000,000.00 × 35.6875% = 13,204,375.00 × 1.20 = $15,845,250.00]. In such instance, the Prepayment Fee
shall be calculated on the payment of $15,845,250.00. 


        As
used in this Section 9, the term "Advocate" shall mean Advocate Health and Hospitals Corporation, an Illinois not-for-profit corporation, and its
successors and assigns. 


        (f)    Commencing
on the first day of the thirteenth (13th) month following the Advance Date, Borrower may sell the property commonly known as 1020 East Ogden
Avenue, Naperville, Illinois (the "Naperville Property") to an unrelated third party provided that the following conditions are satisfied: (i) 
there shall be no Event of Default under the Loan Documents, the Indemnity Agreement or the Guaranty at the time of the Transfer; and (ii) the Borrower shall prepay, with a Prepayment Fee the
then outstanding principal balance allocated to the Naperville Property in the Mortgage multiplied by 1.10. An example of such calculation is set forth in  Section 9(e). 


        (g)    Except
as set forth in this Section 9, the Borrower shall have no right to a partial release of any of such of the property that secures the Borrower's
obligations under this Note or the other Loan Documents, or to partially prepay the Loan. 



        10.    Waiver of Right to Prepay Note Without Prepayment Fee.    Borrower acknowledges that Holder has relied upon the
anticipated investment return under this Note in entering into transactions with, and in making commitments to, third parties and that the tender of any prohibited prepayment, shall, to the extent
permitted by law, include the Prepayment Fee. Borrower agrees that the Prepayment Fee represents the reasonable estimate of Holder and Borrower of a fair average compensation for the loss that may be
sustained by Holder as a result of a prohibited prepayment of the Note and it shall be paid without prejudice to the right of Holder to collect any other amounts provided to be paid under the Loan
Documents. 


        BORROWER
EXPRESSLY (A) WAIVES ANY RIGHTS IT MAY HAVE UNDER ILLINOIS LAW TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT FEE OR PENALTY, UPON ACCELERATION OF THE MATURITY DATE OF
THIS NOTE, AND (B) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF THIS NOTE IS MADE, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE OF THIS NOTE BY HOLDER ON ACCOUNT OF ANY DEFAULT BY
BORROWER UNDER ANY LOAN DOCUMENT, INCLUDING BUT NOT LIMITED TO ANY TRANSFER, FURTHER ENCUMBRANCE OR DISPOSITION WHICH IS PROHIBITED OR RESTRICTED BY THE MORTGAGE, THEN BORROWER SHALL BE OBLIGATED TO
PAY CONCURRENTLY THE PREPAYMENT FEE SPECIFIED IN SECTION 9. BY EXECUTING THIS NOTE, BORROWER AGREES THAT HOLDER'S AGREEMENT TO MAKE THE LOAN AT THE INTEREST RATE AND FOR THE TERM SET FORTH IN THIS
NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT. 



        11.    Liability of Borrower.    Upon the occurrence of an Event of Default, except as provided in this
Section 11, Holder will look solely to the Property and the security under the Loan Documents for the repayment of the Loan and will not enforce a deficiency judgment against Borrower. However,
nothing contained in this section shall limit the rights of Holder to proceed against Borrower or the Liable Parties, if any, (i) to enforce any Leases entered into by Borrower or its
affiliates as tenant, guarantees, or other agreements entered into by Borrower in a capacity other than as borrower or any policies of
insurance; (ii) to recover damages for fraud, material misrepresentation, material breach of warranty or waste; (iii) to recover any condemnation proceeds or insurance proceeds or other
similar funds which 


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have been misapplied by Borrower or which, under the terms of the Loan Documents, should have been paid to Holder; (iv) to recover any tenant security deposits, tenant letters of credit or
other deposits or fees paid to Borrower that are part of the collateral for the Loan or prepaid rents for a period of more than 30 days which have not been delivered to Holder; (v) to
recover Rents and Profits received by Borrower after the first day of the month in which an Event of Default occurs and prior to the date Holder acquires title to the Property which have not been
applied to the Loan or in accordance with the Loan Documents to operating and maintenance expenses of the Property; (vi) to recover damages, costs and expenses arising from, or in connection
with Article VI of the Mortgage pertaining to hazardous materials or the Indemnity Agreement; (vii) to recover all amounts due and payable pursuant to Sections 11.06 and 11.07 of the
Mortgage excluding any amount expended by Holder in connection with the foreclosures of the Mortgage; (viii) to recover damages arising from Borrower's failure to comply with
Section 8.01 of the Mortgage pertaining to ERISA; and/or (ix) if and to the extent that Holder does not require the deposit of Impositions or Premiums pursuant to Section 2.05 of
the Mortgage, to recover any Impositions or Premiums not paid by the Borrower. 


        The
limitation of liability set forth in this Section 11 shall not apply and the Loan shall be fully recourse in the event that prior to the repayment of the Secured Indebtedness,
Borrower commences a voluntary bankruptcy or insolvency proceeding. In addition, this agreement shall not waive any rights which Holder would have under any provisions of the U.S. Bankruptcy Code to
file a claim for the full amount of the Secured Indebtedness or to require that the Property shall continue to secure all of the Secured Indebtedness. 



        12.    Waiver by Borrower.    Borrower and others who may become liable for the payment of all or any part of the
Note, and each of them, waive diligence, demand, presentment for payment, notice of nonpayment, protest, notice of dishonor and notice of protest, and specifically consent to and waive notice of any
amendments, modifications, renewals or extensions of this Note, including the granting of extension of time for payment, whether made to or in favor of Borrower or any other person or persons. 


        13.    Exercise of Rights.    No single or partial exercise by Holder, or delay or omission in the exercise by Holder,
of any right or remedy under the Loan Documents shall waive or limit the exercise of any such right or remedy. Holder shall at all times have the right to proceed against any portion of or interest in
the Property in the manner that Holder may deem appropriate, without waiving any other rights or remedies. The release of any party under this Note shall not operate to release any other party which
is liable under this Note and/or under the other Loan Documents or under the Indemnity Agreement. 


        14.    Fees and Expenses.    If Borrower defaults under this Note, Borrower shall pay to Holder, in addition to the
sums stated above, the costs and expenses of enforcement and collection, including a reasonable sum as an attorney's fee. This obligation is subject to Section 11. 



        15.    No Amendments.    This Note may not be modified or amended except in a writing executed by Borrower and Holder.
No waivers shall be effective unless they are set forth in a writing signed by the party which is waiving a right. This Note and the other Loan Documents are the final expression of the lending
relationship between Borrower. 


        16.    Governing Law.    This Note is to be construed and enforced in accordance with the laws of the State. 



        17.    Construction.    The words "Borrower" and "Holder" shall be deemed to include their respective heirs,
representatives, successors and assigns, and shall denote the singular and/or plural, and the masculine and/or feminine, and natural and/or artificial persons, as appropriate. The provisions of this
Note shall remain in full force and effect notwithstanding any changes in the shareholders, partners or members of Borrower. If more than one party is Borrower, the obligations of each party shall be 


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joint and several. The captions in this Note are inserted only for convenience of reference and do not expand, limit or define the scope or intent of any section of this Note. 


        18.    Notices.    All notices, demands, requests and consents permitted or required under this Note shall be given in
the manner prescribed in the Mortgage. 


        19.    Time of the Essence.    Time shall be of the essence with respect to all of Borrower's obligations under this
Note. 


        20.    Severability.    If any provision of this Note should be held unenforceable or void, then that provision shall
be deemed severable from the remaining provisions and shall not affect the validity of this Note, except that if that provision relates to the payment of any monetary sum greater than $10,000.00, then
Holder may, at its option, declare the Secured Indebtedness (together with the Prepayment Fee) immediately due and payable. 


        IN
WITNESS WHEREOF, Borrower has executed this Note as of the Execution Date. 



	 	 	GLR—MEDICAL PROPERTIES ONE, LLC,

a Delaware limited liability company
	

 	
 	

By:	

GREAT LAKES REIT,

L.P., a Delaware limited partnership
	 	 	Its:	Managing Member
	

 	
 	

By:	

GREAT LAKES REIT, a Maryland

Real Estate Investment Trust
	 	 	Its:	General Partner
	

 	
 	

By:	

/s/  JAMES HICKS      

	 	 	 	James Hicks
	 	 	Its:	Treasurer and Chief Financial Officer




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Exhibit 10.2