exv10w2



 







Exhibit 10.2




NOTE




			
	 	 	 
	$150,000,000.00
	 	May 24, 2006
	 	 	 





     FOR VALUE RECEIVED, BIOMED REALTY, L.P., a Maryland limited partnership (“Borrower”), promises
to pay to the order of KeyBank National Association (“Bank”) the principal amount of One Hundred
Fifty Million and 00/100 Dollars ($150,000,000.00), or such lesser aggregate amount of Advances as
may be made and outstanding pursuant to Lender’s Commitment under the Loan 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 Secured Bridge Loan Agreement of even date hereof 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 “Loan Agreement”). Terms
defined in the Loan Agreement and not otherwise defined herein are used herein with the meanings
ascribed to those terms in the Loan Agreement. This is one of the Notes referred to in the Loan
Agreement, and any holder hereof is entitled to all of the rights, remedies, benefits and
privileges provided for in the Loan Agreement. The Loan 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 Loan Agreement and in any event on the Maturity Date (which shall be August 23, 2006,
subject to extension as provided in Section 2.5 of the Loan Agreement).



     Interest shall be payable on the outstanding daily unpaid principal amount of each Advance
outstanding hereunder from the date such Advance was made until payment in full, and shall accrue
and be payable at the rates and on the dates set forth in the Loan 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
(as designated by Administrative Agent from time to time), for the account of Bank, in Dollars 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 Advances 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 Loan 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.



     Assignment of this Note is subject to the consent of certain parties pursuant to Section 11.8
of the Loan Agreement.



 









 





     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
	 	/s/ Gary A. Kreitzer
	 

	 	Title
	 	Executive VP







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