Exhibit 10.4





Exhibit 10.4




SWING LOAN NOTE




			
	 	 	 
	$75,000,000
	 	July
 ____, 2011






FOR VALUE RECEIVED, BIOMED REALTY, L.P., a Maryland limited partnership (“Borrower”), promises
to pay to the order of KEYBANK NATIONAL ASSOCIATION, a national banking association (“Bank”) the
principal amount of SEVENTY-FIVE MILLION AND NO/100 DOLLARS ($75,000,000), or such lesser or
greater aggregate amount of Swing Loans as may be made and outstanding pursuant to Bank’s Swing
Loan Commitment under the Credit Agreement hereinafter described, payable as hereinafter set forth.
Borrower promises to pay interest on the principal amount hereof remaining unpaid from time to
time from the date hereof until the date of payment in full, payable as hereinafter set forth.



Reference is made to the Unsecured Credit Agreement of even date herewith among Borrower,
Administrative Agent and the Banks (as it may have been or may hereafter be amended, amended and
restated, modified, supplemented or renewed from time to time, the “Credit Agreement”). Terms
defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings
ascribed to those terms in the Credit Agreement. This is the Swing Loan Note referred to in the
Credit Agreement, and any holder hereof is entitled to all of the rights, remedies, benefits and
privileges provided for in the Credit Agreement. The Credit Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening of certain stated
events upon the terms and conditions therein specified.



The principal indebtedness evidenced by this Note shall be payable and prepayable as provided
in the Credit Agreement and in any event on the Maturity Date (which shall be July
 ____, 2015,
subject to extension as provided in Section 2.10 of the Credit Agreement).



Interest shall be payable on the outstanding daily unpaid principal amount of each Swing Loan
outstanding hereunder from the date such Swing Loan was made until payment in full, and shall
accrue and be payable at the rates and on the dates set forth in the Credit Agreement both before
and after default and before and after maturity and judgment.



The amount of each payment hereunder shall be made to Bank at Administrative Agent’s office
located in Cleveland, Ohio, for the account of Bank, in lawful money of the United States of
America and in immediately available funds not later than 2:00 p.m., Cleveland time, on the day of
payment (which must be a Banking Day). All payments received after 2:00 p.m., Cleveland time, on
any Banking Day, shall be deemed received on the next succeeding Banking Day. Bank shall keep a
record of Swing Loans made by it and payments of principal with respect to this Note, and such
record shall be presumptive evidence of the principal amount owing under this Note, absent manifest
error.



Without limiting any applicable provisions of the Credit Agreement, Borrower hereby promises
to pay all costs and expenses of any holder hereof incurred in collecting Borrower’s obligations
hereunder or in enforcing or attempting to enforce any of holder’s rights hereunder, including
reasonable attorneys’ fees, whether or not an action is filed in connection therewith.


 


 









 





Borrower hereby waives presentment, demand for payment, dishonor, notice of dishonor, protest,
notice of protest, and any other notice or formality, to the fullest extent permitted by applicable
Laws.



This Note shall be delivered to and accepted by Bank in the State of New York, and shall be
governed by, and construed and enforced in accordance with, the internal Laws thereof without
regard to the choice of law provisions thereof.



	 	 	 	 	 
	 	“Borrower”:



BIOMED REALTY, L.P., a Maryland limited partnership

 	 
	 	By:  	BioMed Realty Trust, Inc., its sole general Partner
 	 
	 	 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title: