##### 



Exhibit 10.2
 SECOND AMENDED AND RESTATED CREDIT AGREEMENT
  PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.,
 EUROHYPO AG, NEW YORK BRANCH
 JPMORGAN CHASE BANK, N.A.,
  THE LENDERS NAMED HEREIN,
 $100,000,000
 As of
 August 3, 2005




---



##### 



SECTION 1 DEFINITIONS AND TERMS
    
    
    11.1
    
    Definitions
    
    
    1SECTION 2 TERM LOANS
    
    
    192.1
    
    Term Loans.
    
    
    19SECTION 3 TERMS OF PAYMENT
    
    
    193.1
    
    Notes and Payments
    
    
    193.2
    
    Interest and Principal Payments
    
    
    193.3
    
    Interest Options
    
    
    203.4
    
    Quotation of Rates
    
    
    203.5
    
    Default Rate
    
    
    203.6
    
    Interest Recapture
    
    
    203.7
    
    Interest Calculation
    
    
    203.8
    
    Maximum Rate
    
    
    213.9
    
    Interest Periods
    
    
    213.10
    
    Conversions and Continuations
    
    
    213.11
    
    Order of Application
    
    
    223.12
    
    Sharing of Payments, Etc
    
    
    223.13
    
    Booking Borrowings
    
    
    223.14
    
    Basis Unavailable or Inadequate for the Eurodollar Rate
    
    
    223.15
    
    Additional Costs
    
    
    233.16
    
    Change in Governmental Requirement
    
    
    243.17
    
    Funding Loss
    
    
    243.18
    
    Foreign Lenders
    
    
    243.19
    
    Fees
    
    
    25SECTION 4 UNENCUMBERED PROPERTIES; GUARANTIES
    
    
    254.1
    
    Unencumbered Properties
    
    
    254.2
    
    Negative Pledge Agreements
    
    
    254.3
    
    Guaranties
    
    
    264.4
    
    Unencumbered Properties Held by Consolidated Affiliates
    
    
    26




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##### 



SECTION 5 CONDITIONS PRECEDENT
    
    
    265.1
    
    Conditions to Advance of Term Loans
    
    
    265.2
    
    Conditions Generally
    
    
    28SECTION 6 REPRESENTATIONS AND WARRANTIES
    
    
    286.1
    
    Purpose of Credit Facility
    
    
    286.2
    
    Existence, Good Standing, Authority and Compliance
    
    
    286.3
    
    Affiliates
    
    
    296.4
    
    Authorization and Contravention
    
    
    296.5
    
    Binding Effect
    
    
    296.6
    
    Financial Statements; Fiscal Year
    
    
    296.7
    
    Litigation
    
    
    296.8
    
    Taxes
    
    
    296.9
    
    Environmental Matters
    
    
    306.10
    
    Employee Plans
    
    
    306.11
    
    Properties; Liens
    
    
    306.12
    
    Locations
    
    
    306.13
    
    Government Regulations
    
    
    306.14
    
    Transactions with Affiliates
    
    
    306.15
    
    Insurance
    
    
    316.16
    
    Labor Matters
    
    
    316.17
    
    Solvency
    
    
    316.18
    
    Full Disclosure
    
    
    316.19
    
    Exemption from ERISA; Plan Assets
    
    
    316.20
    
    Patriot Act
    
    
    316.21
    
    Foreign Status
    
    
    31SECTION 7 AFFIRMATIVE COVENANTS
    
    
    317.1
    
    Items to be Furnished
    
    
    317.2
    
    Use of Proceeds
    
    
    337.3
    
    Books and Records
    
    
    337.4
    
    Inspections
    
    
    337.5
    
    Taxes
    
    
    337.6
    
    Payment of Obligations
    
    
    337.7
    
    Expenses
    
    
    33
 ii




---



##### 



7.8
    
    Maintenance of Existence, Assets, and Business
    
    
    347.9
    
    Insurance
    
    
    347.10
    
    Preservation and Protection of Rights
    
    
    347.11
    
    Environmental Laws
    
    
    347.12
    
    Indemnification
    
    
    347.13
    
    REIT Status
    
    
    357.14
    
    ERISA Exemptions
    
    
    357.15
    
    Listed Company
    
    
    357.16
    
    Further Assurances
    
    
    35SECTION 8 NEGATIVE COVENANTS
    
    
    368.1
    
    Payment of Obligations
    
    
    368.2
    
    Employee Plans
    
    
    368.3
    
    Transactions with Affiliates
    
    
    368.4
    
    Compliance with Governmental Requirements and Documents
    
    
    368.5
    
    Loans, Advances, and Investments
    
    
    368.6
    
    Distributions
    
    
    378.7
    
    Sale of Assets
    
    
    378.8
    
    Mergers and Dissolutions
    
    
    378.9
    
    Assignment
    
    
    378.10
    
    Fiscal Year and Accounting Methods
    
    
    378.11
    
    New Businesses
    
    
    378.12
    
    Government Regulations
    
    
    378.13
    
    Amendment of Constituent Documents
    
    
    378.14
    
    Interest Rate Agreements
    
    
    37SECTION 9 FINANCIAL COVENANTS
    
    
    389.1
    
    Minimum Tangible Net Worth
    
    
    389.2
    
    Total Indebtedness to Total Assets
    
    
    389.3
    
    Maximum Secured Debt.
    
    
    389.4
    
    Interest and Debt Service Coverage Ratios.
    
    
    38SECTION 10 DEFAULT
    
    
    3910.1
    
    Payment of Obligation
    
    
    3910.2
    
    Covenants
    
    
    39
 iii




---



##### 



10.3
    
    Debtor Relief
    
    
    3910.4
    
    Judgments and Attachments
    
    
    3910.5
    
    Government Action
    
    
    3910.6
    
    Misrepresentation
    
    
    4010.7
    
    Default Under Other Agreements
    
    
    4010.8
    
    Validity and Enforceability of Loan Documents
    
    
    4010.9
    
    Management Changes
    
    
    4010.10
    
    Change in Control
    
    
    4010.11
    
    Plan Assets
    
    
    40SECTION 11 RIGHTS AND REMEDIES
    
    
    4111.1
    
    Remedies Upon Default
    
    
    4111.2
    
    Waivers
    
    
    4111.3
    
    Performance by Administrative Agent
    
    
    4111.4
    
    Not in Control
    
    
    4111.5
    
    Course of Dealing
    
    
    4111.6
    
    Cumulative Rights
    
    
    4111.7
    
    Application of Proceeds
    
    
    4211.8
    
    Certain Proceedings
    
    
    42SECTION 12 AGENTS AND LENDERS
    
    
    4212.1
    
    Appointment, Powers and Immunities
    
    
    4212.2
    
    Reliance by Administrative Agent
    
    
    4312.3
    
    Defaults
    
    
    4312.4
    
    Rights as a Lender
    
    
    4412.5
    
    Indemnification
    
    
    4512.6
    
    Non-Reliance on Administrative Agent and Other Lenders
    
    
    4512.7
    
    Failure to Act
    
    
    4512.8
    
    Resignation or Removal of Administrative Agent
    
    
    4512.9
    
    Consents under Loan Documents
    
    
    4612.10
    
    Authorization
    
    
    4612.11
    
    Defaulting Lenders
    
    
    4612.12
    
    Other Agents
    
    
    48
 iv




---



##### 



SECTION 13 MISCELLANEOUS
    
    
    4813.1
    
    Headings
    
    
    4813.2
    
    Nonbusiness Days; Time
    
    
    4813.3
    
    Communications
    
    
    4813.4
    
    Form and Number of Documents
    
    
    4813.5
    
    Survival
    
    
    4913.6
    
    GOVERNING LAW
    
    
    4913.7
    
    Invalid Provisions
    
    
    4913.8
    
    Venue; Service of Process; Jury Trial
    
    
    4913.9
    
    Amendments, Consents, Conflicts, and Waivers
    
    
    5013.10
    
    Multiple Counterparts
    
    
    5013.11
    
    Successors and Assigns; Participations
    
    
    5113.12
    
    Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances
    
    
    5313.13
    
    Amendment and Restatement
    
    
    5313.14
    
    Entirety
    
    
    54
 v




---



##### 



Schedule 1
    
    Parties, Addresses, Commitments, and Wiring InformationSchedule 4.1
    
    Initial Unencumbered PropertiesSchedule 6.2
    
    Jurisdictions of Incorporation and Foreign QualificationSchedule 6.7
    
    LitigationSchedule 6.9
    
    Environmental MattersSchedule 6.14
    
    Affiliates TransactionsExhibit A
    
    Borrowing RequestExhibit B
    
    Compliance CertificateExhibit C-1
    
    Form of PPT GuarantyExhibit C-2
    
    Form of Subsidiary GuarantyExhibit D
    
    Form of Term NoteExhibit E
    
    Form of Assignment and AssumptionExhibit F
    
    Form of Counsel Opinion
 vi




---



##### 



SECOND AMENDED AND RESTATED CREDIT AGREEMENT
 Closing
Date Borrower Section 13.11(b) Lender Lenders Administrative Agent
 R E C I T A L S :
 1. Original Agreement
 2.
 3.
  SECTION 1
 DEFINITIONS AND TERMS
 1.1 Definitions.
 Adjusted Aggregate EBITDA minus
 Adjusted Property EBITDA the product of minus times the lesser of the product of times provided that
 Administrative Agent
 Advanced Amount Section 12.11




---



##### 



Affiliate control controlled by under common control with
 Aggregate EBITDA
 Agreement
 Anti-Terrorism Financing Laws Section 6.20
 Applicable Amount the lesser of
 Applicable Margin
 (a)
 Applicable Margin
    
    Applicable Marginfor Eurodollar
    
    for Base RateIndex Ratio
    
    Borrowings
    
    BorrowingsGreater than or equal to 0.55 to 1.0
    
    
    1.35
    %
    
    
    0
    %Less than 0.55 to 1.0 but greater than
or equal to 0.50 to 1.0
    
    
    1.20
    %
    
    
    0
    %Less than 0.50 to 1.0 but greater than
or equal to 0.45 to 1.0
    
    
    1.05
    %
    
    
    0
    %Less than 0.45 to 1.0 but greater than
or equal to 0.35 to 1.0
    
    
    0.95
    %
    
    
    0
    %Less than 0.35 to 1.0
    
    
    0.85
    %
    
    
    0
    %
 Section 7.1 provided that
 2




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##### 



Section 7.1
 (b)
 Applicable
    
    ApplicableMargin for
    
    MarginMoody's
    
    
    
    Third Agency
    
    Eurodollar
    
    for Base RateLevel
    
    Rating
    
    S & P Rating
    
    Rating
    
    Borrowings
    
    Borrowings1
    
    A3 or higher
    
    A- or higher
    
    A- or higher
    
    0.50%
    
    0.00%2
    
    Baa1
    
    BBB+
    
    BBB+
    
    0.525%
    
    0.00%3
    
    Baa2
    
    BBB
    
    BBB
    
    0.65%
    
    0.00%4
    
    Baa3
    
    BBB-
    
    BBB-
    
    0.80%
    
    0.00%
 Applicable Rating Levels Level Level 1 Level 2 Level 1 Levels Levels Level 1 Level 3 Level 2 provided however Level Level 1 Level 4 Level 2 Level 1 Level 2 Level 3 Level 2
 Approved Costs the sum of
 Approved Fund Section 13.11(g)
 3




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##### 



Assignment and Assumption Section 13.11 Exhibit E
 Assumed Interest Expense the product of times
 Base Rate the greater of the sum of plus
 Base Rate Borrowing plus
 Binding Agreement
 Borrowing
 Borrowing Date
 Borrowing Request Exhibit A
 Broadmoor
 Business Day clause (a)
 Capital Expenditures
 Capital Lease
 4




---



##### 



Cash Equivalents A-1 P-1
 Change in Control
 Closing Date
 Code Internal Revenue Code of 1986
 Companies Company
 Compliance Certificate Exhibit B
 Consolidated Affiliate
 Consolidated Basis provided that
 Constituent Documents
 Contract Property
 Credit Parties Credit Party
 Current Financials Section 7. 1(a) 7.1(b)
 5




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##### 



Customary Recourse Exceptions
 Debt Rating Debt Ratings
 Debt Service the sum of
 Debtor Relief Laws Title 11 United States Code
 Default Section 10 .
 Defaulting Lender Section 12.11
 Default Rate the lesser of plus plus
 Development Property
 Distribution
 EBITDA the sum of plus plus plus plus minus
 EBITDA Adjustments
 6




---



##### 



the greater of
 EBITDA Value divided by
 Eligible Assignee Section 13.11(g)
 Employee Plan Title IV
 Environmental Law Oil Pollution Act of 1990 OPA Clean Air Act Comprehensive Environmental, Response, Compensation, and Liability Act of 1980 CERCLA Federal Water Pollution Control Act Occupational Safety and Health
Act of 1970 Resource Conservation and Recovery Act of 1976 RCRA Safe Drinking Water Act Toxic Substances Control Act Superfund Amendments and Reauthorization Act of 1986 Hazardous Materials
Transportation Act oil hazardous substance release threatened release solid
waste disposal disposed provided, however oil hazardous substance release solid
waste disposal
 Equity Issuance
 ERISA Employee Retirement Income Security Act of 1974
 Eurodollar Borrowing the sum of plus
 Eurodollar Rate
 (a) st
 7




---



##### 



st
 (b) clause (a) st st
 (c) clauses (a) (b) st st
 Eurohypo
 Excluded Companies
 Existing Line of Credit
 Federal Funds Rate provided,
however
 Financeable Ground Lease Mortgagee
 8




---



##### 



Financial Statements Section
1.4
 Fixed Charges sum of
 Foreign Lender
 Fund Section 13.11(g)
 Funding Loss
 Funds from Operations minus clause (a) provided that
 9




---



##### 



GAAP Section 1.4 .
 Governmental Authority
 Governmental Requirement
 Guaranties Guaranty
 Guarantors Guarantor
 Hazardous Substance
 Indebtedness
 Index Ratio Section 9.2
 Interest Expense
 Interest Period Section 3.9 .
 Interest Rate Agreement
 Investment Grade Rating and or
 10




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##### 



Investments in Joint Ventures the lesser of the sum of plus
 Lenders
 Liabilities Liability provided however provided that
 Lien
 Litigation
 Loan Documents
 Material Adverse Event
 Maximum Amount Maximum Rate
 11




---



##### 



Moodys
 Moodys Rating
 Multi-employer Plan Sections 3(37) 4 001(a)(3) Section 414(f) Title IV Section 414
 Net Income
 Net Proceeds
 Non-Recourse Debt
 Notes Exhibit D Note
 Obligation
 Obligors Obligor
 Occupancy Rate
 Participant Section 13.11(d)
 12




---



##### 



Patriot Act Section 6.20
 PBGC
 " Permitted Distributions
 Permitted Liens
 (a)
 (b)
 (c) provided that
 (d)
 (e)
 (f)
 (g)
 Person
 Potential Default
 13




---



##### 



PPT
 PPT Guaranty Exhibit C-1
 Principal Debt
 Properties Property
 Pro Rata Pro Rata Share dividing by
 Recourse Debt provided that so long as e.g.
 Redemption
 Register Section 13.11(c)
 Regulation D
 REIT real estate investment trust
 Representatives
 Required Lenders
 Reserve Requirement
 Responsible Officer
 14




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##### 



Rights
 Secured Debt
 Share
 Solvent
 S & P
 S & P Rating
 Special Advance Lender Section 12.11
 Special Dividends
 Stock equity security Rule 3a11-1 General Rules and Regulations Securities Exchange Act of 1934
 Subsidiary Guarantors Subsidiary Guarantor
 Subsidiary Guaranty Exhibit C-2 Subsidiary
Guaranty
 Syndication Agent
 Tangible Net Worth minus
 15




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##### 



Taxes
 Termination Date
 Term Loan Schedule 1 Section 13.11 Term Loans
 Third Agency
 Third Agency Rating
 Total Assets the sum of
 (a) provided however plus
 (b) plus
 (c) the lesser of the product of plus
 (d) the sum of plus
 (e) plus
 (f) the lesser of plus
 16




---



##### 



(g) plus
 (h)
  Total Principal Debt sum of
 Trust Preferred Securities
 Type
 Unconsolidated Affiliate
 Unencumbered Properties Unencumbered Property Section 4.4
 Unencumbered Property Report Schedule 4.1
 17




---



##### 



Unfunded Liabilities
 Unpaid Amount Section 12.11
 Unsecured Debt
 1.2 Time References. from from and including to until to but excluding
 1.3 Other References. telecopy facsimile fax including
 1.4 Accounting Principles.
 18




---



##### 



SECTION 2
 TERM LOANS
 2.1 Term Loans.
 (a) Borrowing. Section 5
 (b) Term Loans Generally. Section
3.4
 SECTION 3
 TERMS OF PAYMENT
 3.1 Notes and Payments.
 (a)
 (b)
 3.2 Interest and Principal Payments
 (a) Interest Payments.
 (b) Principal Payments.
 (c) Voluntary Prepayment.
 (i)
 19




---



##### 



(ii)
 (iii)
 3.3 Interest Options. the lesser of plus plus
 3.4 Quotation of Rates.
 3.5 Default Rate.
 3.6 Interest Recapture. provided
that
 3.7 Interest Calculation
 (a)
 (b)
 20




---



##### 



3.8 Maximum Rate.
 3.9 Interest Periods. " Interest Period " Ending Calendar Month
 3.10 Conversions and Continuations. provided that Section 2.1 st provided
however
 21




---



##### 



3.11 Order of Application
 (a) No Default.
 (b) Default.
 (c) Pro Rata.
 3.12 Sharing of Payments, Etc. Section
 3.13 Booking Borrowings. Section 3.15 Section 3.15 3.16 Sections 3.15 3.16 Section Sections 3.15 3.16
 3.14 Basis Unavailable or Inadequate for the Eurodollar Rate
 (a) Determination By Administrative Agent. plus
 (b) Determination by a Lender. plus
 22




---



##### 



3.15 Additional Costs
 (a) Eurocurrency Reserves. minus Section 3. 15(a) Section
3. 15(a)
 (b) Reserves.
 (c) Capital Adequacy.
 23




---



##### 



(d) Taxes.
 (e) Survival. Section 3.15
 3.16 Change in Governmental Requirement.
 3.17 Funding Loss. borrower agrees to indemnify each lender against, and pay to it upon
demand, any funding loss of such lender Section 3.17
 3.18 Foreign Lenders. Form W-8 BEN Form W-8 ECI Form W-8
 24




---



##### 



3.19 Fees
 (a) Treatment of Fees Section 3.19 Section
3.1(b) Section 3.19 Section 3.8 .
 (b) Administrative Agent Fees.
 (c) Commitment Fees.
 SECTION 4
 UNENCUMBERED PROPERTIES; GUARANTIES
 4.1 Unencumbered Properties. Unencumbered Property Value
    Schedule 4.1
 4.2 Negative Pledge Agreements.
 25




---



##### 



4.3 Guaranties
 (a) PPT Guaranty.
 (b) Subsidiary Guaranty. Section 4.3(c)
 (c) Release of Specific Subsidiary Guarantors.
 4.4 Unencumbered Properties Held by Consolidated Affiliates. pari passu
 SECTION 5
 CONDITIONS PRECEDENT
 5.1 Conditions to Advance of Term Loans.
 (a) Borrower Documents.
 (i)
 26




---



##### 



(ii)
 (iii)
 (iv)
 (b) Guarantor Documents.
 (i)
 (ii)
 (iii)
 (iv)
 (c) Opinions of Counsel for Borrower and Guarantors. Exhibit F
 (d) Fees. Section 3.19.
 (e) Unencumbered Property Report and Compliance Certificate.
 27




---



##### 



(f) Completion of Proceedings.
 (g) No Default.
 (h) No Injunction or Restraining Order.
 (i) No Violation. Regulation T, Regulation U Regulation X
 5.2 Conditions Generally.
 SECTION 6
 REPRESENTATIONS AND WARRANTIES
  6.1 Purpose of Credit Facility. Section 8.5 margin stock Regulation U Regulation U
 6.2 Existence, Good Standing, Authority and Compliance. Schedule 6.2 Schedule 6.2
 28




---



##### 



6.3 Affiliates. Schedule 6.2
 6.4 Authorization and Contravention.
 6.5 Binding Effect.
 6.6 Financial Statements; Fiscal Year.
 6.7 Litigation. Schedule 6.7
 6.8 Taxes.
 (a)
 (b) affiliated
group
 29




---



##### 



(c)
 6.9 Environmental Matters. Schedule 6.9 provided that
 6.10 Employee Plans. accumulated funding
deficiency Section 302 Section 412 prohibited
transaction Section 406 Section 4975 reportable event Section 4043
 6.11 Properties; Liens. Section 8.7 Section 8.8
 6.12 Locations. Schedule 6.2
 6.13 Government Regulations. Investment Company
Act of 1940 Public Utility Holding Company Act of 1935
 6.14 Transactions with Affiliates. Schedule 6.14
 30




---



##### 



6.15 Insurance.
 6.16 Labor Matters.
 6.17 Solvency.
 6.18 Full Disclosure.
 6.19 Exemption from ERISA; Plan Assets real estate operating company plan assets
 6.20 Patriot Act. Anti-Terrorism Financing Laws Patriot Act
 6.21 Foreign Status foreign person
 SECTION 7
 AFFIRMATIVE COVENANTS
  7.1 Items to be Furnished. provided however
 31




---



##### 



(a) Annual Financial Statements.
 (b) Periodic Financial Statements.
 (c) Other Reports.
 (i)
 (ii) Form 10-K 10-Q S-8
 (iii)
 (d) Unencumbered Property Report. Section 4.1.
 (e) Unencumbered Property Information.
 (f) Notices.
 32




---



##### 



(g) Change in Control.
 (h) Patriot Act Reporting. Section 6.20
 (i) Other Information.
 7.2 Use of Proceeds.
 7.3 Books and Records.
 7.4 Inspections.
 7.5 Taxes.
 7.6 Payment of Obligations.
 7.7 Expenses.
 33




---



##### 



7.8 Maintenance of Existence, Assets, and Business.
 7.9 Insurance.
 7.10 Preservation and Protection of Rights.
 7.11 Environmental Laws.
 7.12 Indemnification .
 (i) AS USED IN THIS SECTION: (I) INDEMNITOR MEANS THE OBLIGORS; (II)
"INDEMNITEE MEANS EACH CREDIT PARTY, EACH PRESENT AND FUTURE AFFILIATE OF EACH CREDIT
PARTY, EACH PRESENT AND FUTURE REPRESENTATIVE OF EACH CREDIT PARTY, OR ANY OF SUCH AFFILIATES, AND
EACH PRESENT AND FUTURE SUCCESSOR AND ASSIGN OF EACH CREDIT PARTY, OR ANY OF SUCH AFFILIATES OR
REPRESENTATIVES; AND (III) INDEMNIFIED LIABILITIES MEANS ALL PRESENT AND FUTURE, KNOWN
AND UNKNOWN, FIXED AND CONTINGENT, ADMINISTRATIVE, INVESTIGATIVE, JUDICIAL, AND OTHER CLAIMS,
DEMANDS, ACTIONS, CAUSES OF ACTION, INVESTIGATIONS, SUITS, PROCEEDINGS, AMOUNTS
PAID IN SETTLEMENT, DAMAGES, JUDGMENTS, PENALTIES, COURT COSTS, LIABILITIES, AND
OBLIGATIONS  AND ALL PRESENT AND FUTURE COSTS, EXPENSES, AND DISBURSEMENTS (INCLUDING, WITHOUT
LIMITATION, ALL
 34




---



##### 



REASONABLE ATTORNEYS FEES AND EXPENSES WHETHER OR NOT SUIT OR OTHER PROCEEDING EXISTS OR ANY
INDEMNITEE IS PARTY TO ANY SUIT OR OTHER PROCEEDING) IN ANY WAY RELATED TO ANY OF THE FOREGOING
THAT MAY AT ANY TIME BE IMPOSED ON, INCURRED BY, OR ASSERTED AGAINST ANY INDEMNITEE AND IN ANY
WAY RELATING TO OR ARISING OUT OF ANY (A) LOAN DOCUMENT, TRANSACTION CONTEMPLATED BY ANY LOAN
DOCUMENT OR ANY PROPERTY, (B) ENVIRONMENTAL LIABILITY IN ANY WAY RELATED TO ANY COMPANY, ANY
PROPERTY, OR ANY ACT, OMISSION, STATUS, OWNERSHIP, OR OTHER RELATIONSHIP, CONDITION, OR
CIRCUMSTANCE CONTEMPLATED BY, CREATED UNDER, OR ARISING PURSUANT TO OR IN CONNECTION WITH ANY LOAN
DOCUMENT, OR (C) INDEMNITEES SOLE, CONTRIBUTORY OR CONCURRENT ORDINARY NEGLIGENCE. THE FOREGOING
INDEMNIFIES THE INDEMNITEES FROM THEIR OWN NEGLIGENCE.
 (j) EACH INDEMNITOR SHALL JOINTLY AND SEVERALLY INDEMNIFY EACH INDEMNITEE FROM
AND AGAINST, PROTECT AND DEFEND EACH INDEMNITEE FROM AND AGAINST, HOLD EACH INDEMNITEE HARMLESS
FROM AND AGAINST, AND ON DEMAND PAY OR REIMBURSE EACH INDEMNITEE FOR, ALL INDEMNIFIED
LIABILITIES.
 (k) THE FOREGOING PROVISIONS (I) ARE NOT LIMITED IN AMOUNT EVEN IF THAT AMOUNT
EXCEEDS THE OBLIGATION, (II) INCLUDE, WITHOUT LIMITATION, REASONABLE FEES AND EXPENSES OF ATTORNEYS
AND OTHER COSTS AND EXPENSES OF LITIGATION OR PREPARING FOR LITIGATION AND DAMAGES OR INJURY TO
PERSONS, PROPERTY, OR NATURAL RESOURCES ARISING UNDER ANY STATUTORY OR COMMON LAW, PUNITIVE
DAMAGES, FINES, AND OTHER PENALTIES, AND (III) ARE NOT AFFECTED BY THE SOURCE OR ORIGIN OF ANY
HAZARDOUS SUBSTANCE, AND (IV) ARE NOT AFFECTED BY ANY INDEMNITEES INVESTIGATION, ACTUAL OR
CONSTRUCTIVE KNOWLEDGE, COURSE OF DEALING, OR WAIVER.
 (d)
 (e) THE PROVISIONS OF AND INDEMNIFICATION AND OTHER UNDERTAKINGS UNDER THIS SECTION
SURVIVE THE SATISFACTION OF THE OBLIGATION AND THE TERMINATION OF THE LOAN DOCUMENTS.
 7.13 REIT Status.
 7.14 ERISA Exemptions. real estate operating company plan assets
 7.15 Listed Company.
 7.16 Further Assurances.
 35




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SECTION 8
 NEGATIVE COVENANTS
  8.1 Payment of Obligations.
 8.2 Employee Plans. Section 6.10
 8.3 Transactions with Affiliates. Schedule 6.14
 8.4 Compliance with Governmental Requirements and Documents.
 8.5 Loans, Advances, and Investments.
 (a)
 (b) provided that
 (c)
 36




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(d)
 (e)
 (f) (a) (e)
 8.6 Distributions. provided that clauses (b) (c) clause (a) Section 8.6
 8.7 Sale of Assets.
 8.8 Mergers and Dissolutions. provided, however
 8.9 Assignment.
 8.10 Fiscal Year and Accounting Methods.
 8.11 New Businesses.
 8.12 Government Regulations. Investment Company Act of 1940 Public Utility Holding Company Act of 1935
 8.13 Amendment of Constituent Documents.
 8.14 Interest Rate Agreements. Variable Rate Debt
 37




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provided that Section
8.14
 SECTION 9
 FINANCIAL COVENANTS
  9.1 Minimum Tangible Net Worth. plus minus
 9.2 Total Indebtedness to Total Assets
 9.3 Maximum Secured Debt
 9.4 Interest and Debt Service Coverage Ratios
 (a)
 (b)
 (c)
 Section 9 clause (iii)
 38




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SECTION 10
 DEFAULT
 Default
 10.1 Payment of Obligation.
 (a)
 (b)
 10.2 Covenants.
 (a) Section 7.1
 (b) (a)
 10.3 Debtor Relief.
 10.4 Judgments and Attachments.
 10.5 Government Action.
 (a)
 39




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(b)
 10.6 Misrepresentation.
 10.7 Default Under Other Agreements.
 (a)
 (b)
 10.8 Validity and Enforceability of Loan Documents.
 10.9 Management Changes. provided, however,
 10.10 Change in Control.
 10.11 Plan Assets.
 40




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SECTION 11
 RIGHTS AND REMEDIES
 11.1 Remedies Upon Default
 (a) Debtor Relief. Section 10. 3(c) Section 10. 3(a) , (b) or (d)
 (b) Other Defaults. Section
13.9(b) Section 11.1(a)
 11.2 Waivers.
 11.3 Performance by Administrative Agent.
 11.4 Not in Control. .
 11.5 Course of Dealing.
 11.6 Cumulative Rights.
 41




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11.7 Application of Proceeds. Section 3.11 .
 11.8 Certain Proceedings. Section 11.8
 SECTION 12
 AGENTS AND LENDERS
 12.1 Appointment, Powers and Immunities Section 12.5 Section 12.6
 (a)
 (b)
 (c)
 (d)
 42




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(e)
 Section 13.11 Sections 12.8 12.10 Section 12 Section 12
 12.2 Reliance by Administrative Agent.
 12.3 Defaults.
 (a) Notice of Default Section 12.7 Section 12.3
 43




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provided that Section 12.3 Section 12.3(f) first Sections 12.3(b) (c) (d) 12.5 Section 3.19 second Section
12.3(b) third Section 12.11
 (b)
 (c) Section 12.3(a) subject, however subsection (a)
 12.4 Rights as a Lender Lender Lenders Section 3.12
 44




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12.5 Indemnification Section 12.3 Section 7.7 provided that Section 12.5
 12.6 Non-Reliance on Administrative Agent and Other Lenders Section 12.5
 12.7 Failure to Act Section 12.5
 12.8 Resignation or Removal of Administrative Agent
 45




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Section 12.8 Section 12
 12.9 Consents under Loan Documents. Section 13.9 provided that
 12.10 Authorization.
 12.11 Defaulting Lenders. Defaulting Lender provided that Special Advance Lender
 46




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(a) Advanced Amount Unpaid Amount plus , less
 (b)
 (c)
 (d) subsection (c)
 47




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12.12 Other Agents
 (a)
 (b) syndication agent documentation agent co-documentation agent book
manager lead manager arranger book runner lead arranger
 SECTION 13
 MISCELLANEOUS
 13.1 Headings.
 13.2 Nonbusiness Days; Time.
 13.3 Communications. Schedule 1 .
 13.4 Form and Number of Documents.
 48




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13.5 Survival.
 13.6 Governing Law. EXCEPT AS EXPRESSLY PROVIDED IN A LOAN DOCUMENT, THE GOVERNMENTAL
REQUIREMENTS (OTHER THAN CONFLICT-OF-LAWS PROVISIONS) OF THE STATE OF NEW YORK AND OF THE UNITED
STATES OF AMERICA GOVERN THE RIGHTS AND DUTIES OF THE PARTIES TO THE LOAN DOCUMENTS AND THE
VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THE LOAN DOCUMENTS.
 13.7 Invalid Provisions.
 13.8 Venue; Service of Process; Jury Trial.
 49




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SECTION 13.8
 13.9 Amendments, Consents, Conflicts, and Waivers.
 (a) Required Lenders.
 (b) All Lenders. Section 13.9 Adjusted Property EBITDA, Approved Costs,
EBITDA Adjustments, EBITDA Value, Occupancy Rate, Required Lenders, Pro Rata Share, Unencumbered Properties; Section 4.1 Section
13. 9(b)
 (c) Administrative Agent.
 (d) Conflicts.
 (e) Course of Dealing.
 13.10 Multiple Counterparts.
 50




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13.11 Successors and Assigns; Participations.
 (a) subsection (b) Section 13.11 subsection (d) Section 13.11 Section 13.11
 (b) Trade Date subsection (c) Section 13.11 Sections 3. 15(c) (d) 3.17 7.7 7.12
 51




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##### 



subsection (d) Section 13.11
 (c) Register
 (d) Participant provided that Section 13. 9(b) subsection (e) Section 13.11 Sections 3. 15(c) (d) 3.17 subsection (b) Section 13.11 Section 3.12
 (e) Sections 3.15(c) (d) Section 3. 15(d) Section 3.18
 (f)
 (g)
 Approved Fund
 52




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Eligible Assignee OECD provided that
 Fund
 (h)
 13.12 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances.
 13.13 Amendment and Restatement Section 5.1 Obligation
 53




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13.14 Entirety. THIS AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS (EACH AS AMENDED IN
WRITING FROM TIME TO TIME) EXECUTED BY BORROWER AND/OR ANY CREDIT PARTY REPRESENT THE FINAL
AGREEMENT AMONG BORROWER AND THE CREDIT PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.
 Remainder of Page Intentionally Left Blank;
Signature Pages Follow.
 54




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PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.a Delaware limited partnership, as BorrowerBy:
    
    PRENTISS PROPERTIES I, INC.,General PartnerBy:
    
    /s/ Thomas P. SimonName:
    
    Thomas P. SimonTitle:
    
    Senior Vice President
 Signature Page to Second Amended and
Restated Credit Agreement ($100,000,000 Term Loan))
 55




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EUROHYPO AG, NEW YORK BRANCH,as Administrative Agent and a LenderBy:
    
    /s/ Byung LeeName:
    
    Byung LeeTitle:
    
    DirectorBy:
    
    /s/ Nicholas ManolasName:
    
    Nicholas ManolasTitle:
    
    Vice President
 Signature Page to Second Amended and
Restated Credit Agreement ($100,000,000 Term Loan)
 56




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BANK OF MONTREAL,as a LenderBy:
    
    /s/ Joann L. HolmanName:
    
    Joann L. HolmanTitle:
    
    Director
 Signature Page to Second Amended and
Restated Credit Agreement ($100,000,000 Term Loan)
 57




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JPMORGAN CHASE BANK, N.A.,as a LenderBy:
    

/s/ Susan M. TateName:
    
    Susan M. TateTitle:
    
    Vice President
 Signature Page to Second Amended and
Restated Credit Agreement ($100,000,000 Term Loan)
 58




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SUNTRUST BANK,as a LenderBy:
    
/s/ Nancy B. RichardsName:
    
    Nancy B. RichardsTitle:
    
    Senior Vice President
 Signature Page to Second Amended and
Restated Credit Agreement ($100,000,000 Term Loan)
 59