Amended and Restated Promissory Note, dated July 18, 2007



 Exhibit 10.2 
 AMENDED AND RESTATED PROMISSORY NOTE 
  

			
	$44,000,000.00	 	July 18, 2007

 FOR VALUE RECEIVED, ALEXION MANUFACTURING LLC, a Delaware limited liability company
(“Borrower”), promises to pay to iSTAR FINANCIAL INC., a Maryland corporation (“Holder”), or order, at 1114 Avenue of the Americas, 27th Floor, New York, New York 10036, or at such other place as Holder may from
time to time in writing designate, in lawful money of the United States of America, the principal sum of up to FORTY-FOUR MILLION AND 00/100 DOLLARS ($44,000,000.00) or such other sum as may be the total amount outstanding pursuant to this Note (the
“Loan”), payable at such rates and at such times as are provided in the “Loan Agreement” (as hereinafter defined). 
 Payments of both principal and interest are to be made in lawful money of the United States of America. 
 This Amended and
Restated Promissory Note (this “Note”) amends and restates in its entirety that certain Promissory Note (the “Original Note”) dated as of July 11, 2006 in the original principal amount of $26,000,000 payable to
the order of Holder and is executed and delivered by Borrower to Holder pursuant to that certain First Amendment to Loan Agreement and Other Loan Documents of even date herewith executed by Borrower and Holder (the “Modification
Agreement”). Borrower and Holder have agreed to amend and restate the Original Note as hereinafter provided. 
 This Note evidences
Indebtedness incurred under, and is subject to the terms and provisions of, that certain Loan and Security Agreement, dated as of July 11, 2006, by and between Borrower and Holder as amended by the Modification Agreement (collectively, as the
same may be further amended, modified or supplemented from time to time, collectively, the “Loan Agreement”). The Loan Agreement, to which reference is hereby made, sets forth said terms and provisions, including those under which
this Note may or must be paid prior to its due date or may have its due date accelerated or extended. The Loan Agreement also contains provisions for the payment of late charges and interest at the Default Rate, all as more specifically set forth
therein. Repayment of the Indebtedness evidenced by this Note is secured by the Mortgage and the other Loan Documents referred to in the Loan Agreement, and reference is made thereto for a statement of terms and provisions. 
 Terms used but not otherwise defined herein are used herein as defined in the Loan Agreement. 
 This Note may only be prepaid in whole or in part in accordance with the terms of Section 2.4 of the Loan Agreement (or as otherwise expressly
provided elsewhere in the Loan Agreement or the other Loan Documents). Any payments of the outstanding principal balance of the Loan evidenced by this Note, whether voluntary or involuntary, shall be accompanied by interest accrued to the date of
prepayment and the Prepayment Premium, to the extent, if any, provided in Section 2.4 of the Loan Agreement (except to the extent any other provision of the 








 
Loan Agreement expressly provides otherwise, including, without limitation, Section 2.2(C) of the Loan Agreement). 
 EXCEPT AS OTHERWISE EXPRESSLY PERMITTED IN THIS NOTE OR THE OTHER LOAN DOCUMENTS, BORROWER HEREBY EXPRESSLY (i) WAIVES ANY RIGHTS IT MAY HAVE UNDER
LAW TO PREPAY THIS NOTE, IN WHOLE OR IN PART, WITHOUT PENALTY, UPON ACCELERATION OF THE MATURITY DATE, AND (ii) AGREES THAT IF, FOR ANY REASON, A PREPAYMENT OF ALL OR ANY PORTION OF THE PRINCIPAL AMOUNT OF THIS NOTE IS MADE, INCLUDING,
WITHOUT LIMITATION, UPON OR FOLLOWING ANY ACCELERATION OF THE MATURITY DATE BY HOLDER ON ACCOUNT OF THE OCCURRENCE OF ANY EVENT OF DEFAULT, INCLUDING, WITHOUT LIMITATION, ANY TRANSFER, DISPOSITION, OR FURTHER ENCUMBRANCE PROHIBITED OR RESTRICTED BY
THE LOAN AGREEMENT, THEN BORROWER SHALL BE OBLIGATED TO PAY CONCURRENTLY WITH SUCH PREPAYMENT THE PREPAYMENT PREMIUM TO THE EXTENT REQUIRED UNDER SECTION 2.4 OR ELSEWHERE IN THE LOAN AGREEMENT. BY INITIALING THIS PROVISION IN THE SPACE PROVIDED
BELOW, BORROWER HEREBY DECLARES THAT (1) EACH OF THE MATTERS SET FORTH IN THIS PARAGRAPH IS TRUE AND CORRECT, (2) HOLDER’S AGREEMENT TO MAKE THE LOAN EVIDENCED BY THIS NOTE AT THE INTEREST RATES SET FORTH IN THE LOAN AGREEMENT AND FOR
THE TERM SET FORTH IN THIS NOTE CONSTITUTES ADEQUATE CONSIDERATION FOR THIS WAIVER AND AGREEMENT, AND HAS BEEN GIVEN INDIVIDUAL WEIGHT BY BORROWER AND HOLDER, (3) BORROWER IS A SOPHISTICATED AND KNOWLEDGEABLE REAL ESTATE INVESTOR WITH COMPETENT
AND INDEPENDENT LEGAL COUNSEL, AND (4) BORROWER FULLY UNDERSTANDS THE EFFECT OF THIS WAIVER AND AGREEMENT. 
  

	
	 /s/ David W. Keiser

	On behalf of the Borrower


 The remedies of Holder, as provided in this Note, the Loan Agreement and the other Loan
Documents, shall be cumulative and concurrent and may be pursued singularly, successively or together, at the sole discretion of Holder, and may be exercised as often as occasion therefor shall occur; and the failure to exercise any such right or
remedy shall in no event be construed as a waiver or release thereof. In any action, sale of collateral, or other proceedings to enforce this Note, the Loan Agreement or any other Loan Document, Holder need not file or produce the original of this
Note, but only need file or produce a photocopy of this Note certified by Holder to be a true and correct copy of this Note. 
 In the event
of any dispute, action or lawsuit regarding the terms hereof, subject to the provisions of the Loan Agreement, the prevailing party will have the right to recover from the other party all court costs and reasonable attorneys’ fees and
disbursements incurred with respect thereto, in addition to all other applicable damages and costs. 
 BORROWER WAIVES, TO THE EXTENT
PERMITTED BY APPLICABLE LAW, DILIGENCE, PRESENTMENT FOR PAYMENT, DEMAND, NOTICE OF DEMAND, NOTICE OF PROTEST, NOTICE OF NONPAYMENT OR DISHONOR, NOTICE OF 

  

 2 








 
INTENTION TO ACCELERATE, NOTICE OF ACCELERATION, PROTEST AND NOTICE OF PROTEST OF THIS NOTE, AND ALL OTHER NOTICES (OTHER THAN AS EXPRESSLY PROVIDED IN THE
LOAN AGREEMENT OR OTHER LOAN DOCUMENTS) IN CONNECTION WITH THE DELIVERY, ACCEPTANCE, PERFORMANCE, DEFAULT OR ENFORCEMENT OF THE PAYMENT OF THIS NOTE. BORROWER FURTHER WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL VALUATION AND APPRAISEMENT
PRIVILEGES, CLAIMS OF LACK OF DILIGENCE OR DELAYS IN COLLECTION OR ENFORCEMENT OF THIS NOTE, THE RELEASE OF ANY PARTY LIABLE, THE RELEASE OF ANY SECURITY FOR THE DEBT, THE TAKING OF ANY ADDITIONAL SECURITY AND ANY OTHER INDULGENCE OF FORBEARANCE.

 Holder shall not be deemed, by any act of omission or commission, to have waived any of its rights or remedies hereunder unless such
waiver is in writing and signed by Holder, and then only to the extent specifically set forth in the writing. The acceptance by Holder of any payment hereunder which is less than payment in full of all amounts due and payable at the time of such
payment shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any subsequent time or nullify any prior exercise of any such option without the express consent of Holder, except as and to the extent
otherwise provided by law. A waiver with reference to one event shall not be construed as continuing or as a bar to or waiver of any right or remedy as to a subsequent event. 
 PURSUANT TO SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, HOLDER, BORROWER AND ANY GUARANTOR OF THIS NOTE AGREE THAT THIS
NOTE AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA AND THE LAWS OF THE STATE OF NEW YORK. IN ACCORDANCE WITH SECTION 5-1402 OF THE
GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, HOLDER, BORROWER AND ANY GUARANTOR HEREBY CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE COUNTY OF NEW YORK, STATE OF NEW YORK AND IRREVOCABLY AGREE THAT ALL ACTIONS OR
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS NOTE OR THE OTHER LOAN DOCUMENTS SHALL BE LITIGATED IN SUCH COURTS. 
 Whenever used, the
singular number shall include the plural, the plural shall include the singular, and the words “Holder” and “Borrower” shall be deemed to include their respective heirs, executors, successors and assigns. 
 All notices which Holder or Borrower may be required or permitted to give hereunder shall be made in the same manner as set forth in Section 11.5 of
the Loan Agreement. 
 In the event any one or more of the provisions hereof shall be invalid, illegal or unenforceable in any respect, the
validity of the remaining provisions hereof shall be in no way affected, prejudiced or disturbed thereby. 
  

 3 








 Borrower acknowledges that Holder may, in its sole discretion, sell all or any part of its interest in
the Loan evidenced by this Note, including, without limitation, for purposes of effecting a Securitization. 
 Notwithstanding anything to
the contrary contained in this Note or any other Loan Documents, to the fullest extent permitted by applicable law, the Holder’s rights hereunder shall be reinstated and revived, and the enforceability of this Note and the other Loan Documents
shall continue, with respect to any amount at any time paid on account of the Loan which thereafter shall be required to be restored by Holder pursuant to a court order or judgment (whether or not final or non-appealable), as though such amount had
not been paid. The rights of Holder created or granted herein and the enforceability of the Loan Documents at all times shall, to the fullest extent permitted by applicable law, remain effective to cover the full amount of the Loan even though the
Loan, including any part thereof or any other security or guaranty therefor, may be or hereafter may become invalid or otherwise unenforceable as against any other party and whether or not any other party shall have any personal liability with
respect thereto. 
 Borrower and Holder, by acceptance of this Note, hereby agree that the Loan Documents supersede any prior oral or written
agreements of the parties; without limiting the generality of the foregoing, in the event of conflict between the terms of this Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall prevail. 
 Time is of the essence for the performance of each and every covenant of the parties hereunder or under the other Loan Documents. No excuse, delay, act
of God, or other reason, whether or not within the control of Borrower or Holder (as the case may be), shall operate to defer, reduce or waive Borrower’s or Holder’s (as the case may be) performance of any such covenant or obligation.

 This Note amends, restates and supersedes in its entirety the Original Note, and is made in substitution thereof and not in satisfaction
thereof. This Note shall not be deemed to constitute a novation. Any reference to the “Note” in the Loan Documents shall be deemed to refer to this Amended and Restated Promissory Note. 
 (END OF PAGE) 
  

 4 








 IN WITNESS WHEREOF, Borrower, intending to be legally bound hereby, has duly executed this Note the day
and year first above written. 
  

			
	BORROWER:
	
	 ALEXION MANUFACTURING LLC, a
 Delaware limited liability company

		
	 By:
	 	 Alexion Pharmaceuticals, Inc., a
 Delaware corporation,
its sole member

		
	 By:
	 	 /s/ David W. Keiser

	 Name:
	 	David W. Keiser
	 Title:
	 	President and Chief Operating Officer