##### 



Exhibit 10.1
 THIRD AMENDED AND RESTATED CREDIT AGREEMENT
  PRENTISS PROPERTIES ACQUISITION PARTNERS, L.P.,
  JPMORGAN CHASE BANK, N.A.
  BANK OF AMERICA, N.A.
   THE LENDERS NAMED HEREIN,
  $400,000,000.00
 As of
July 26, 2005
 EUROHYPO AG, NEW YORK BRANCH,
 COMMERZBANK AG, NEW YORK AND GRAND CAYMAN BRANCHES,
 SOCIETE GENERALE, SOUTHWEST AGENCY,
 J. P. MORGAN SECURITIES INC.
  BANC OF AMERICA SECURITIES LLC,




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##### 



TABLE OF CONTENTS
 PageSECTION 1 DEFINITIONS AND TERMS
    
    
    11.1 Definitions
    
    
    11.2 Time References
    
    
    191.3 Other References
    
    
    191.4 Accounting Principles
    
    
    19SECTION 2
    
    
    192.1 Revolving Facility
    
    
    192.2 Swing Line Subfacility
    
    
    202.3 Borrowing Procedure
    
    
    212.4 Termination
    
    
    222.5 Lenders; Increase in Total Commitment
    
    
    222.6 Extension of Maturity Date
    
    
    232.7 Letters of Credit
    
    
    23SECTION 3 TERMS OF PAYMENT
    
    
    263.1 Notes and Payments
    
    
    263.2 Interest and Principal Payments
    
    
    273.3 Interest Options
    
    
    273.4 Quotation of Rates
    
    
    273.5 Default Rate
    
    
    283.6 Interest Recapture
    
    
    283.7 Interest Calculations
    
    
    283.8 Maximum Rate
    
    
    283.9 Interest Periods
    
    
    293.10 Conversions and Continuations
    
    
    293.11 Order of Application
    
    
    293.12 Sharing of Payments, Etc
    
    
    303.13 Booking Borrowings
    
    
    303.14 Basis Unavailable or Inadequate for the Eurodollar Rate.
    
    
    303.15 Additional Costs
    
    
    313.16 Change in Governmental Requirement
    
    
    323.17 Funding Loss
    
    
    323.18 Foreign Lenders
    
    
    323.19 Fees
    
    
    333.20 Option to Replace Lenders
    
    
    34SECTION 4
    
    
    354.1 Unencumbered Properties
    
    
    354.2 Negative Pledge Agreements
    
    
    354.3 Guaranties
    
    
    354.4 Unencumbered Properties Held by Consolidated Affiliates
    
    
    35SECTION 5
    
    
    365.1 Conditions to Initial Borrowing
    
    
    365.2 Conditions to all Borrowings
    
    
    37
 i Third Amended and Restated
Credit Agreement




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Page5.3 Conditions Generally
    
    
    38SECTION 6
    
    
    386.1 Purpose of Credit Facility
    
    
    386.2 Existence, Good Standing, Authority and Compliance
    
    
    386.3 Affiliates
    
    
    386.4 Authorization and Contravention
    
    
    396.5 Binding Effect
    
    
    396.6 Financial Statements; Fiscal Year
    
    
    396.7 Litigation
    
    
    396.8 Taxes
    
    
    396.9 Environmental Matters
    
    
    406.10 Employee Plans
    
    
    406.11 Properties; Liens
    
    
    406.12 Locations
    
    
    406.13 Government Regulations
    
    
    406.14 Transactions with Affiliates
    
    
    406.15 Insurance
    
    
    406.16 Labor Matters
    
    
    416.17 Solvency
    
    
    416.18 Full Disclosure
    
    
    416.19 Exemption from ERISA; Plan Assets
    
    
    41SECTION 7
    
    
    417.1 Items to be Furnished
    
    
    417.2 Use of Proceeds
    
    
    427.3 Books and Records
    
    
    437.4 Inspections
    
    
    437.5 Taxes
    
    
    437.6 Payment of Obligations
    
    
    437.7 Expenses
    
    
    437.8 Maintenance of Existence, Assets, and Business
    
    
    437.9 Insurance
    
    
    437.10 Preservation and Protection of Rights
    
    
    447.11 Environmental Laws
    
    
    447.12 INDEMNIFICATION
    
    
    447.13 REIT Status
    
    
    457.14 ERISA Exemptions
    
    
    457.15 Listed Company
    
    
    45SECTION 8
    
    
    458.1 Payment of Obligations
    
    
    458.2 Employee Plans
    
    
    458.3 Transactions with Affiliates
    
    
    458.4 Compliance with Governmental Requirements and Documents
    
    
    468.5 Loans, Advances, and Investments
    
    
    468.6 Distributions
    
    
    468.7 Sale of Assets
    
    
    468.8 Mergers and Dissolutions
    
    
    478.9 Assignment
    
    
    47
 ii Third Amended and Restated
Credit Agreement




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Page8.10 Fiscal Year and Accounting Methods
    
    
    478.11 New Businesses
    
    
    478.12 Government Regulations
    
    
    478.13 Amendment of Constituent Documents
    
    
    478.14 Interest Rate Agreements
    
    
    47SECTION 9
    
    
    479.1 Minimum Tangible Net Worth
    
    
    479.2 Total Indebtedness to Total Assets
    
    
    479.3 Maximum Secured Debt
    
    
    489.4 Interest and Debt Service Coverage Ratios
    
    
    48SECTION 10 DEFAULT
    
    
    4810.1 Payment of Obligation
    
    
    4810.2 Covenants
    
    
    4810.3 Debtor Relief
    
    
    4910.4 Judgments and Attachments
    
    
    4910.5 Government Action
    
    
    4910.6 Misrepresentation
    
    
    4910.7 Default Under Other Agreements
    
    
    4910.8 Validity and Enforceability of Loan Documents
    
    
    5010.9 Management Changes
    
    
    5010.10 Change in Control
    
    
    5010.11 Plan Assets
    
    
    50SECTION 11
    
    
    5011.1 Remedies Upon Default
    
    
    5011.2 Waivers
    
    
    5011.3 Performance by Administrative Agent
    
    
    5111.4 Not in Control
    
    
    5111.5 Course of Dealing
    
    
    5111.6 Cumulative Rights
    
    
    5111.7 Application of Proceeds
    
    
    5111.8 Certain Proceedings
    
    
    51SECTION 12
    
    
    5112.1 Appointment; Nature of Relationship
    
    
    5112.2 Powers
    
    
    5212.3 General Immunity
    
    
    5212.4 No
Responsibility for Loans, Recitals, etc.
    
    
    5212.5 Action on Instructions of Lenders
    
    
    5212.6 Employment of Agents and Counsel
    
    
    5212.7 Reliance on Documents; Counsel
    
    
    5312.8 Agents Reimbursement and Indemnification
    
    
    5312.9 Notice of Default
    
    
    5312.10 Rights as a Lender
    
    
    5312.11 Lender Credit Decision
    
    
    5412.12 Successor Agent
    
    
    5412.13 Delegation to Affiliates
    
    
    5512.14 Syndication Agent
    
    
    55
 iii Third Amended and Restated
Credit Agreement




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Page12.15 Other Agents
    
    
    5512.16 Approval of Lenders
    
    
    55SECTION 13 MISCELLANEOUS
    
    
    5613.1 Headings
    
    
    5613.2 Nonbusiness Days; Time
    
    
    5613.3 Communications
    
    
    5613.4 Form and Number of Documents
    
    
    5613.5 Survival
    
    
    5613.6 Governing Law
    
    
    5613.7 Invalid Provisions
    
    
    5613.8 Venue; Service of Process; Jury Trial
    
    
    5713.9 Amendments, Consents, Conflicts, and Waivers
    
    
    5713.10 Multiple Counterparts
    
    
    5813.11 Successors and Assigns; Participations
    
    
    5813.12 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances
    
    
    6113.13 Patriot Act Notification
    
    
    6113.14 Restatement of Original Agreement
    
    
    6113.15 Entirety
    
    
    61
 iv Third Amended and Restated
Credit Agreement




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Schedule 1
    
    Parties, Addresses, Commitments, and Wiring InformationSchedule 4.1
    
    Initial Unencumbered PropertiesSchedule 6.2
    
    Jurisdictions of Incorporation, Chief Executive Office, and Jurisdictions, Consolidated and Unconsolidated AffiliatesSchedule 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-1
    
    Form of Revolving Credit NoteExhibit D-2
    
    Form of Swing Line NoteExhibit E
    
    Form of Assignment and AssumptionExhibit F
    
    Form of Counsel Opinion
 v Third Amended and Restated
Credit Agreement




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THIRD AMENDED AND RESTATED CREDIT AGREEMENT
 Closing
Date Borrower Sections 2.5 13.11(b) Lender Lenders Administrative Agent Syndication 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
  Third Amended and Restated
Credit Agreement




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Affiliate control controlled by under common control with
 Agents Agent
 Aggregate EBITDA
 Agreement
 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 Third Amended and Restated
Credit Agreement




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Section 7.1
 (b) Section 3.19(d)
 Applicable
    
    ApplicableThird
    
    Margin for
    
    Margin forMoodys
    
    S & P
    
    Agency
    
    Base Rate
    
    EurodollarLevel
    
    Rating
    
    Rating
    
    Rating
    
    Borrowings
    
    Borrowings
    
    Facility Fee1
    
    A3 or higher
    
    A- or higher
    
    A- or higher
    
    
    0.00
    %
    
    
    0.50
    %
    
    
    0.15
    %2
    
    Baa1
    
    BBB+
    
    BBB+
    
    
    0.00
    %
    
    
    0.525
    %
    
    
    0.175
    %3
    
    Baa2
    
    BBB
    
    BBB
    
    
    0.00
    %
    
    
    0.65
    %
    
    
    0.20
    %4
    
    Baa3
    
    BBB-
    
    BBB-
    
    
    0.00
    %
    
    
    0.80
    %
    
    
    0.20
    %
 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
 3 Third Amended and Restated
Credit Agreement




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 Approved Fund Section 13.11(g)
 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
 4 Third Amended and Restated
Credit Agreement




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Capital Lease
 Cash Equivalents A-1 P-1
 Change in Control
 Closing Date
 Code Internal Revenue Code of 1986
 Commitment Schedule 1 Section 2.4 Section 11.1 Section 13.11
 Commitment Percentage
 Commitment Usage provided that Section 3. 19(c)(ii)
 Companies Company
 Compliance Certificate Exhibit B
 Consolidated Affiliate
 Consolidated Basis provided that
 5 Third Amended and Restated
Credit Agreement




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Constituent Documents
 Contract Property
 Credit Parties Credit Party
 Current Financials Section 7. 1(a) 7.1(b)
 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
 Default Rate the lesser of plus plus
 Development Property
 6 Third Amended and Restated
Credit Agreement




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Distribution
 EBITDA the sum of plus plus plus plus minus
 EBITDA Adjustments 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
 7 Third Amended and Restated
Credit Agreement




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Equity Issuance
 ERISA Employee Retirement Income Security Act of 1974
 Eurodollar Rate provided that Section 3.15(a)
 Eurodollar Borrowing the sum of plus
 Excluded Companies
 Extended Termination Date
 Federal Funds Rate provided,
however
 Financeable Ground Lease Mortgagee
 8 Third Amended and Restated
Credit Agreement




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Financial Statements Section
1.4
 Fixed Charges the sum of and
 Foreign Lender
 Fund Section 13.11(g)
 Funding Loss
 Funds from Operations plus minus clause (a) provided that extraordinary
 9 Third Amended and Restated
Credit Agreement




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GAAP Section 1.4 .
 Governmental Authority
 Governmental Requirement
 Guaranties Guaranty
 Guarantors Guarantor
 Hazardous Substance
 Increasing Lender Section 2.5
 Indebtedness
 Index Ratio Section 9.2
 Initial Termination Date
 Interest Expense
 Interest Period Section 3.9 .
 Interest Rate Agreement
 10 Third Amended and Restated
Credit Agreement




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Investment Grade Rating and or and
 Investments in Joint Ventures the lesser of the sum of plus
 Issuing Bank Section 2.7(i)
 LC Disbursement
 LC Exposure
 Lenders
 Letter of Credit
 Liabilities Liability provided however provided that
 Lien
 Litigation
 11 Third Amended and Restated
Credit Agreement




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Loan Documents
 Material Adverse Event
 Maximum Amount Maximum Rate
 Money Market Rate Section 2.2 plus
 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
 12 Third Amended and Restated
Credit Agreement




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Non-Recourse Debt
 Notes Exhibit D-1 Note
 Obligation
 Obligors Obligor
 Occupancy Rate
 Participant Section 13.11(d)
 PBGC
 Permitted Distributions
 Permitted Liens
 (a)
 (b)
 (c) provided that
 (d)
 13 Third Amended and Restated
Credit Agreement




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(e)
 (f)
 (g)
 Person
 Potential Default
 PPT
 PPT Guaranty Exhibit C-1
 Principal Debt
 Properties Property
 Pro Rata Pro Rata Share the sum
of
 Recourse Debt provided that so long as e.g.
 14 Third Amended and Restated
Credit Agreement




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Redemption
 Register Section 13.11(c)
 Regulation D
 REIT real estate investment trust
 Related Parties
 Representatives
 Required Lenders
 Reserve Requirement
 Responsible Officer
 Rights
 Secured Debt
 Share
 Solvent
 S & P
 S & P Rating
 15 Third Amended and Restated
Credit Agreement




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Special Dividends
 Stock equity security Rule 3a11-1 General Rules and Regulations Securities Exchange Act of 1934
 Subsidiary Guarantors Subsidiary Guarantor
 Subsidiary Guaranties Exhibit C-2 Subsidiary
Guaranty
 Subsequent Lender Section 2.5
 Swing Line Interest Period Section 3.9
 Swing Line Loan Section 2.2 .
 Swing Line Note Exhibit D-2
 Swing Line Rate plus
 Swing Line Subfacility Section 2.2
 Syndication Agent
 Tangible Net Worth minus
 Taxes
 Termination Date Section 2.6
 16 Third Amended and Restated
Credit Agreement




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Section 2.6
 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
 (g) plus
 (h)
  17 Third Amended and Restated
Credit Agreement




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Total Commitment the sum of
 Total Principal Debt the sum of
 Trust Preferred Securities
 Type
 Unconsolidated Affiliate
 Unencumbered Properties Unencumbered Property Section 4.4
 Unencumbered Property Report Schedule 4.1
 Unfunded Liabilities
 18 Third Amended and Restated
Credit Agreement




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Unsecured Debt
 Unused Commitment minus
 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
 SECTION 2
 COMMITMENT
 2.1 Revolving Facility
 (a)
 19 Third Amended and Restated
Credit Agreement




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(b)
 (c)
 (d)
 2.2 Swing Line Subfacility
 (a) the lesser of Borrowings
 (b) provided that
 (c) provided that Section 5 Section 2. 2(c) Unrefunded Swing Line
Borrowing Section 2. 2(c)
 20 Third Amended and Restated
Credit Agreement




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Section 2.2(c) provided that provided, however,
 (d) Section 2. 2(c) Section 2. 2(c)
 2.3 Borrowing Procedure
 (a)
 (b) Schedule 1
 21 Third Amended and Restated
Credit Agreement




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(c)
 2.4 Termination
 2.5 Lenders; Increase in Total Commitment
 (a) Schedule 1
 (b) Subsequent Lender Increasing Lender
 (i)
 (ii)
 (iii)
 (iv)
 (v)
 (vi)
 22 Third Amended and Restated
Credit Agreement




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(vii)
 (viii)
 (ix)
 Schedule 1
 2.6 Extension of Maturity Date
 (a) Extension Request
 (b)
 2.7 Letters of Credit
 (a) General
 (b) Notice of Issuance, Amendment, Renewal, Extension; Certain Conditions
 23 Third Amended and Restated
Credit Agreement




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(c) Expiration Date
 (d) Participations
 (e) Reimbursement Section 2.3 Section 2.3
 24 Third Amended and Restated
Credit Agreement




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(f) Obligations Absolute
 (g) Disbursement Procedures
 (h) Interim Interest
 25 Third Amended and Restated
Credit Agreement




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(i) Replacement of the Issuing Bank Section 3.19(e)
 (j) Cash Collateralization Section 10.3
 SECTION 3
 TERMS OF PAYMENT
 3.1 Notes and Payments
 (a)
 26 Third Amended and Restated
Credit Agreement




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(b)
 3.2 Interest and Principal Payments
 (a) Interest Payments (b) Principal Payments Section 2.2 (c) Voluntary Prepayment
 (i)
 (ii)
 (iii)
 3.3 Interest Options the lesser of plus plus the lesser of
 3.4 Quotation of Rates
 27 Third Amended and Restated
Credit Agreement




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3.5 Default Rate
 3.6 Interest Recapture provided
that
 3.7 Interest Calculations
 (a)
 (b)
 3.8 Maximum Rate
 28 Third Amended and Restated
Credit Agreement




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Maximum Rate Maximum Amount weekly ceiling Texas Finance Code Chapter 346
 3.9 Interest Periods  Interest Period  Ending Calendar Month Swing Line Interest Period)
 3.10 Conversions and Continuations provided that Section 2.1
 3.11 Order of Application
 (a) No Default
 (b) Default
 29 Third Amended and Restated
Credit Agreement




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(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
 30 Third Amended and Restated
Credit Agreement




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3.15 Additional Costs
 (a) Eurocurrency Reserves minus Section 3. 15(a) Section
3. 15(a)
 (b) Reserves
 (c) Capital Adequacy
 31 Third Amended and Restated
Credit Agreement




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(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
 32 Third Amended and Restated
Credit Agreement




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3.19 Fees
 (a) Treatment of Fees. Section
3.1(b) Section 3.19 Section 3.8 .
 (b) Agent Fees
 (c) Commitment Fees
 (i)
 (ii) the product of times
 Average Commitment Usage
    
    Applicable Percentage Per AnnumLess than the Total Commitment times 33-1/3%
    
    
    0.20
    %Equal to or greater than the Total
Commitment times 33-1/3%
    
    
    0.15
    %
 Section 3. 19(c)(ii) ratable
 (d) Facility Fee times Facility Fee
 33 Third Amended and Restated
Credit Agreement




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(e) Letter of Credit Fee.
 3.20 Option to Replace Lenders Section 3. 14(b) Sections 3. 15(a) , (b) (c) (d) Section 3.16 provided that Section
3.17 Section 13.11 Lender provided that Section 7.12 Section 7.12
 34 Third Amended and Restated
Credit Agreement




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SECTION 4
 UNENCUMBERED PROPERTIES; GUARANTIES
 4.1 Unencumbered Properties Section 4.1 Unencumbered Property Value
  (i)
 (ii)
 Schedule 4.1
 4.2 Negative Pledge Agreements
 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
 35 Third Amended and Restated
Credit Agreement




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##### 



pari passu
 SECTION 5
 CONDITIONS PRECEDENT
 5.1 Conditions to Initial Borrowing
 (a) Borrower Documents
 (i)
 (ii)
 (iii)
 (iv)
 (b) Guarantor Documents
 36 Third Amended and Restated
Credit Agreement




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##### 



(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
 (f) Completion of Proceedings
 5.2 Conditions to all Borrowings
 (a) Notice of Borrowing Section 2.3
 (b) Representations and Warranties; Performance of Agreements
 37 Third Amended and Restated
Credit Agreement




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##### 



(c) No Default (d) No Injunction or Restraining Order
 (e) No Violation Regulation T, Regulation U Regulation X
 5.3 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
 6.3 Affiliates Schedule 6.2
 38 Third Amended and Restated
Credit Agreement




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##### 



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
 (c)
 39 Third Amended and Restated
Credit Agreement




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##### 



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
 6.15 Insurance
 40 Third Amended and Restated
Credit Agreement




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##### 



6.16 Labor Matters
 6.17 Solvency
 6.18 Full Disclosure
 6.19 Exemption from ERISA; Plan Assets real estate operating company plan assets
 SECTION 7
 AFFIRMATIVE COVENANTS
  7.1 Items to be Furnished provided however
 (a) Annual Financial Statements
 (b) Periodic Financial Statements
 41 Third Amended and Restated
Credit Agreement




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##### 



(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
 (g) Change in Control
 (h) Other Information
 7.2 Use of Proceeds
 42 Third Amended and Restated
Credit Agreement




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##### 



7.3 Books and Records
 7.4 Inspections
 7.5 Taxes
 7.6 Payment of Obligations
 7.7 Expenses
 7.8 Maintenance of Existence, Assets, and Business
 7.9 Insurance
 43 Third Amended and Restated
Credit Agreement




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##### 



7.10 Preservation and Protection of Rights
 7.11 Environmental Laws
 7.12 INDEMNIFICATION
 (a) 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 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 (INCLUDING ANY REFUSAL
BY THE ISSUING BANK TO HONOR A DEMAND FOR PAYMENT UNDER A LETTER OF CREDIT IF THE DOCUMENTS
PRESENTED IN CONNECTION WITH SUCH DEMAND DO NOT STRICTLY COMPLY WITH THE TERMS OF SUCH LETTER OF
CREDIT) 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.
 (b) 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.
 44 Third Amended and Restated
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(c) 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
 SECTION 8
 NEGATIVE COVENANTS
  8.1 Payment of Obligations
 8.2 Employee Plans Section 6.10
 8.3 Transactions with Affiliates Schedule 6.14
 45 Third Amended and Restated
Credit Agreement




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8.4 Compliance with Governmental Requirements and Documents
 8.5 Loans, Advances, and Investments
 (a)
 (b) provided that
 (c)
 (d)
 (e)
 (f) (a) (e)
 8.6 Distributions provided that clauses (b) (c) clause (a) Section 8.6
 8.7 Sale of Assets
 46 Third Amended and Restated
Credit Agreement




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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 provided that
 SECTION 9
 FINANCIAL COVENANTS
  9.1 Minimum Tangible Net Worth plus minus
 9.2 Total Indebtedness to Total Assets
 47 Third Amended and Restated
Credit Agreement




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9.3 Maximum Secured Debt
 9.4 Interest and Debt Service Coverage Ratios
 (a)
 (b)
 (c)
 Section 9 clause (iii)
 SECTION 10
 DEFAULT
 Default
 10.1 Payment of Obligation
 (a)
 (b)
 10.2 Covenants
 (a) Section 7.1
 48 Third Amended and Restated
Credit Agreement




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(b) (a)
 10.3 Debtor Relief
 10.4 Judgments and Attachments
 10.5 Government Action
 (a)
 (b)
 10.6 Misrepresentation
 10.7 Default Under Other Agreements
 (a)
 (b)
 49 Third Amended and Restated
Credit Agreement




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10.8 Validity and Enforceability of Loan Documents
 10.9 Management Changes provided, however,
 10.10 Change in Control
 10.11 Plan Assets
 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
 50 Third Amended and Restated
Credit Agreement




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11.3 Performance by Administrative Agent
 11.4 Not in Control .
 11.5 Course of Dealing
 11.6 Cumulative Rights
 11.7 Application of Proceeds Section 3.11 .
 11.8 Certain Proceedings Section 11.8
 SECTION 12
 AGENTS AND LENDERS
 12.1 Appointment; Nature of Relationship Administrative
Agent
 51 Third Amended and Restated
Credit Agreement




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Section 12.12 Administrative Agent
 12.2 Powers
 12.3 General Immunity
 12.4 No Responsibility for Loans, Recitals, etc. Section 5
 12.5 Action on Instructions of Lenders
 12.6 Employment of Agents and Counsel
 52 Third Amended and Restated
Credit Agreement




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12.7 Reliance on Documents; Counsel Sections 5.1 5.2
 12.8 Agents Reimbursement and Indemnification provided that Section 3.15 Section 12.8 Section 12.8
 12.9 Notice of Default
 12.10 Rights as a Lender
 53 Third Amended and Restated
Credit Agreement




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12.11 Lender Credit Decision
 12.12 Successor Agent
 54 Third Amended and Restated
Credit Agreement




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Section 12
 12.13 Delegation to Affiliates Sections 12 13
 12.14 Syndication Agent
 12.15 Other Agents Section 12.11
 12.16 Approval of Lenders
 (a) Lender Reply Period
 (b)
 55 Third Amended and Restated
Credit Agreement




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SECTION 13
 MISCELLANEOUS
 13.1 Headings 13.2 Nonbusiness Days; Time
 13.3 Communications Schedule 1 .
 13.4 Form and Number of Documents
 13.5 Survival
 13.6 Governing Law
 13.7 Invalid Provisions
 56 Third Amended and Restated
Credit Agreement




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13.8 Venue; Service of Process; Jury Trial SECTION 13.8
 13.9 Amendments, Consents, Conflicts, and Waivers
 (a) Required Lenders
 (b) All Lenders Section 13.9
 57 Third Amended and Restated
Credit Agreement




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Required Lenders Section 4.1 Section 13. 9(b)
 (c) Agents
 (d) Conflicts
 (e) Course of Dealing
 13.10 Multiple Counterparts
 13.11 Successors and Assigns; Participations
 (a) subsection (b) Section 13.11 subsection (d) Section 13.11 subsection (d) Section 13.11
 (b) subsection (b) provided that
 58 Third Amended and Restated
Credit Agreement




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Trade Date clause (iii) subsection (c) Section 13.11 Sections 3. 15(c) (d) 3.17 7.7 7.12 so long as subsection (d) Section 13.11
 (c) Register
 (d) Participant provided that
 59 Third Amended and Restated
Credit Agreement




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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) provided that
 (g)
 Approved Fund
 Eligible Assignee provided that Eligible
Assignee
 Fund
 (h) the greater of
 60 Third Amended and Restated
Credit Agreement




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13.12 Discharge Only Upon Payment in Full; Reinstatement in Certain Circumstances
 13.13 Patriot Act Notification Section 326
  13.14 Restatement of Original Agreement Section 5.1 Obligation
 13.15 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.
 61 Third Amended and Restated
Credit Agreement




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BORROWER:PRENTISS PROPERTIES ACQUISITION PARTNERS,
L. P., a Delaware limited partnershipBy:
    
    PRENTISS PROPERTIES I, INC.,General PartnerBy:
    
    /s/ Thomas P. SimonThomas P. Simon,Senior Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 62 Third Amended and Restated
Credit Agreement




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ADMINISTRATIVE AGENT:JP MORGAN CHASE BANK, N.A.,as Administrative AgentBy:
    
    /s/ Susan M. TateName:
    
    Susan M. TateTitle:
    
    Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 63 Third Amended and Restated
Credit Agreement




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SYNDICATION AGENT:BANK OF AMERICA, N.A.,as Syndication AgentBy:
    
    /s/ Steven P. RenwickName:
    
    Steven P. RenwickTitle:
    
    Senior Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 64 Third Amended and Restated
Credit Agreement




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LENDERS:JP MORGAN CHASE BANK, N.A.By:
    
    /s/ Susan M. TateName:
    
    Susan M. TateTitle:
    
    Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 65 Third Amended and Restated
Credit Agreement




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BANK OF AMERICA, N.A.By:
    
    /s/ Steven P. RenwickName:
    
    Steven P. RenwickTitle:
    
    Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 66 Third Amended and Restated
Credit Agreement




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EUROHYPO AG, NEW YORK BRANCHBy:
    
    /s/ Michael SetonName:
    
    Michael SetonTitle:
    
    Managing DirectorBy:
    
    /s/ Jonathan HirsheyName:
    
    Jonathan HirsheyTitle:
    
    Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 67 Third Amended and Restated
Credit Agreement




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COMMERZBANK AG, NEW YORK AND GRANDCAYMAN BRANCHESBy:
    
    /s/ Christian Berry
    
    /s/ Kerstin MickeName:
    
    Christian Berry
    
    Kerstin MickeTitle:
    
    Vice President
    
    Assistant Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 68 Third Amended and Restated
Credit Agreement




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SOCIETE GENERALEBy:
    
    /s/ Jeffrey C. SchultzName:
    
    Jeffrey C. SchultzTitle:
    
    Director
 Signature Page to Third Amended;
and Restated Credit Agreement
 69 Third Amended and Restated
Credit Agreement




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PNC BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ James A. ColellaName:
    
    James A. ColellaTitle:
    
    Senior Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 70 Third Amended and Restated
Credit Agreement




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SUNTRUST BANKBy:
    
    /s/ Nancy B. RichardsName:
    
    Nancy B. RichardsTitle:
    
    Senior Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 71 Third Amended and Restated
Credit Agreement




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COMERICA BANKBy:
    
    /s/ Casey L. OstranderName:
    
    Casey L. OstranderTitle:
    
    Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 72 Third Amended and Restated
Credit Agreement




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MELLON BANK, N.A.By:
    
    /s/ David W. TetrickName:
    
    David W. TetrickTitle:
    
    Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 73 Third Amended and Restated
Credit Agreement




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WACHOVIA BANK, NATIONAL ASSOCIATIONBy:
    
    /s/ David HoaglandName:
    
    David HoaglandTitle:
    
    Director
 Signature Page to Third Amended;
and Restated Credit Agreement
 74 Third Amended and Restated
Credit Agreement




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UNION BANK OF CALIFORNIA, N.A.By:
    
    /s/ Patrick TrowbridgeName:
    
    Patrick TrowbridgeTitle:
    
    Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 75 Third Amended and Restated
Credit Agreement




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ING REAL ESTATE FINANCE (USA) LLCBy:
    
    /s/ Michael E. ShieldsName:
    
    Michael E. ShieldsTitle:
    
    Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 76 Third Amended and Restated
Credit Agreement




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DEUTSCHE BANK TRUST COMPANY AMERICASBy:
    
    /s/ James RolisonName:
    
    James RolisonTitle:
    
    DirectorBy:
    
    /s/ George R. ReynoldsName:
    
    George R. ReynoldsTitle:
    
    Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 77 Third Amended and Restated
Credit Agreement




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U.S. BANK NATIONAL ASSOCIATIONBy:
    
    /s/ Huvishka AliName:
    
    Huvishka AliTitle:
    
    Senior Vice President
 Signature Page to Third Amended;
and Restated Credit Agreement
 78 Third Amended and Restated
Credit Agreement