exv10w2



 







Exhibit 10.2




Loan No. 502852099




PROMISSORY NOTE




	 	 	 
	$100,000,000.00

	 	July 14, 2005






          FOR VALUE RECEIVED PRENTISS PROPERTIES INTERNATIONAL DRIVE, L.P. and PRENTISS PROPERTIES
GREENSBORO DRIVE, L.P., each a Delaware limited partnership, with a principal place of business at
3890 West Northwest Highway, Suite 400, Dallas, Texas 75220 (collectively, “Borrower”),
hereby unconditionally promises, jointly and severally, to pay to the order of WACHOVIA BANK,
NATIONAL ASSOCIATION, a national banking association, as lender, having an address at 301 South
College Street, NC0166, Charlotte, North Carolina 28288-0166, Attention: Real Estate Capital
Markets, Commercial Real Estate Finance (“Lender”), or at such other place as the holder
hereof may from time to time designate in writing, the principal sum of One Hundred Million and
No/100 Dollars ($100,000,000.00), in lawful money of the United States of America with interest
thereon to be computed from the date of this Note at the rate set forth in Article 2 of the Loan
Agreement, and to be paid in accordance with the terms of this Note and that certain Loan
Agreement, dated the date hereof, between Borrower and Lender (together with all extensions,
renewals, modifications, substitutions and amendments thereof, the “Loan Agreement”). All
capitalized terms not defined herein shall have the respective meanings set forth in the Loan
Agreement.



ARTICLE 1




PAYMENT TERMS




          Borrower agrees to pay the principal sum of this Note and interest on the unpaid principal sum
of this Note from time to time outstanding at the rate and at the times specified in Article 2 of
the Loan Agreement and the outstanding balance of the principal sum of this Note and all accrued
and unpaid interest thereon shall be due and payable on the Maturity Date.



ARTICLE 2




DEFAULT AND ACCELERATION




          Except as otherwise provided in the Loan Agreement, the Debt shall, without notice, become
immediately due and payable at the option of Lender if any portion of the Debt is not paid on or
prior to the date the same is due or if the entire Debt is not paid on or before the Maturity Date.



ARTICLE 3




LOAN DOCUMENTS




          This Note is secured by the Mortgage and the other Loan Documents. All of the terms, covenants
and conditions contained in the Loan Agreement, the Mortgage and the other Loan Documents are
hereby made part of this Note to the same extent and with the same force as if they were fully set
forth herein. In the event of a conflict or inconsistency between the terms



 









 




of this Note and the Loan Agreement, the terms and provisions of the Loan Agreement shall
govern.




ARTICLE 4




SAVINGS CLAUSE




          Notwithstanding anything to the contrary, (a) all agreements and communications between
Borrower and Lender are hereby and shall automatically be limited so that, after taking into
account all amounts deemed interest, the interest contracted for, charged or received by Lender
shall never exceed the maximum lawful rate or amount, (b) in calculating whether any interest
exceeds the lawful maximum, all such interest shall be amortized, prorated, allocated and spread
over the full amount and term of all principal indebtedness of Borrower to Lender, and (c) if
through any contingency or event, Lender receives or is deemed to receive interest in excess of the
lawful maximum, any such excess shall be deemed to have been applied toward payment of the
principal of any and all then outstanding indebtedness of Borrower to Lender, or if there is no
such indebtedness, shall immediately be returned to Borrower.



ARTICLE 5




NO ORAL CHANGE




          This Note may not be modified, amended, waived, extended, changed, discharged or terminated
orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement
in writing signed by the party against whom enforcement of any modification, amendment, waiver,
extension, change, discharge or termination is sought.



ARTICLE 6




WAIVERS




          Borrower and all others who may become liable for the payment of all or any part of the Debt
do hereby severally waive presentment and demand for payment, notice of dishonor, notice of
intention to accelerate, notice of acceleration, protest and notice of protest and nonpayment and
all other notices of any kind except as provided in the Loan Agreement. No release of any security
for the Debt or extension of time for payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan
Documents made by agreement between Lender or any other Person shall release, modify, amend, waive,
extend, change, discharge, terminate or affect the liability of Borrower, and any other Person who
may become liable for the payment of all or any part of the Debt, under this Note, the Loan
Agreement or the other Loan Documents. No notice to or demand on Borrower shall be deemed to be a
waiver of the obligation of Borrower or of the right of Lender to take further action without
further notice or demand as provided for in this Note, the Loan Agreement or the other Loan
Documents. If Borrower is a limited liability company, the agreements herein contained shall remain
in force and be applicable, notwithstanding any changes in the individuals comprising the limited
liability company, and the term “Borrower,” as used herein, shall include any alternate or
successor limited liability



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company, but any predecessor limited liability company and its members shall not thereby be
released from any liability. If Borrower is a partnership, the agreements herein contained shall
remain in force and be applicable, notwithstanding any changes in the individuals comprising the
partnership, and the term “Borrower,” as used herein, shall include any alternate or successor
partnership, but any predecessor partnership and their partners shall not thereby be released from
any liability. If Borrower is a corporation, the agreements contained herein shall remain in full
force and be applicable notwithstanding any changes in the shareholders comprising, or the officers
and directors relating to, the corporation, and the term “Borrower” as used herein, shall include
any alternative or successor corporation, but any predecessor corporation shall not be relieved of
liability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or a
waiver of, any prohibition or restriction on transfers of interests in such borrowing entity which
may be set forth in the Loan Agreement, the Mortgage or any other Loan Documents.)




ARTICLE
7




TRANSFER




          Upon the transfer of this Note, Borrower hereby waiving notice of any such transfer other than
in connection with the Securitization, Lender may deliver all the collateral mortgaged, granted,
pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who
shall thereupon become vested with all the rights herein or under applicable law given to Lender
with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any
liability or responsibility in the matter arising from events thereafter occurring; but Lender
shall retain all rights hereby given to it with respect to any liabilities and the collateral not
so transferred.



ARTICLE 8




EXCULPATION




          The provisions of Article 15 of the Loan Agreement are hereby incorporated by reference into
this Note to the same extent and with the same force as if fully set forth herein.



ARTICLE 9




GOVERNING

LAW




          (A) THE PARTIES AGREE THE STATE OF NEW YORK HAS A SUBSTANTIAL RELATIONSHIP TO THE PARTIES AND
TO THE UNDERLYING TRANSACTION EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS NOTE AND THE
OBLIGATIONS ARISING HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE (WITHOUT REGARD TO
PRINCIPLES OF CONFLICT LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA. TO THE
FULLEST



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EXTENT PERMITTED BY LAW, LENDER AND BORROWER EACH HEREBY UNCONDITIONALLY AND IRREVOCABLY WAIVES ANY
CLAIM TO ASSERT THAT THE LAW OF ANY OTHER JURISDICTION GOVERNS THIS NOTE AND THIS NOTE SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER OR BORROWER ARISING OUT OF OR RELATING TO THIS
NOTE MAY AT LENDER’S OR BORROWER’S OPTION BE INSTITUTED IN ANY FEDERAL OR STATE COURT IN THE STATE
OF NEW YORK, AND LENDER AND BORROWER EACH WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HEREAFTER HAVE
BASED ON VENUE AND/OR FORUM NON CONVENIENS OF ANY SUCH SUIT, ACTION OR PROCEEDING.




ARTICLE 10




NOTICES




          All notices or other written communications hereunder shall be delivered in accordance with
Section 16.1 of the Loan Agreement.



(SIGNATURE PAGE IMMEDIATELY FOLLOWS]







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          IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first above
written.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	BORROWER:	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRENTISS PROPERTIES INTERNATIONAL DRIVE, L.P., a	 	 
	 	 	Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Prentiss Tysons, LLC, a Delaware limited liability	 	 
	 	 	 	 	company, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Prentiss Properties Acquisition Partners, L.P., a	 	 
	 	 	 	 	 	 	Delaware limited partnership, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Prentiss Properties I, Inc., a Delaware	 	 
	 	 	 	 	 	 	 	 	corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Thomas P. Simon	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Name: Thomas P. Simon	 	 
	 	 	 	 	 	 	 	 	Title: Senior Vice President	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PRENTISS PROPERTIES GREENSBORO DRIVE, L.P., a	 	 
	 	 	Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Prentiss Tysons, LLC, a Delaware limited liability 	 	 
	 	 	 	 	company, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Prentiss Properties Acquisition Partners, L.P., a	 	 
	 	 	 	 	 	 	Delaware limited partnership, its sole member	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	By:	 	Prentiss Properties I, Inc., a Delaware	 	 
	 	 	 	 	 	 	 	 	corporation, its general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	By:
	 	/s/ Gregory S. Imhoff	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Name: Gregory S. Imhoff	 	 
	 	 	 	 	 	 	 	 	Title: Senior Vice President	 	 







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