Exhibit 10.2


PROMISSORY NOTE


	
  $150,000,000

  	
  October 26, 2006

  



 


FOR VALUE RECEIVED,
BEHRINGER HARVARD 101
SOUTH TRYON LP, a
Delaware limited partnership, having an office at 15601 Dallas Parkway,
Suite 600, Addison, Texas 75001, together with certain future borrowers not a
signatory to this Note on the date hereof (“Maker”),
hereby promises to pay to the order of CITIGROUP GLOBAL MARKETS
REALTY CORP., a New York corporation, at its principal place of
business at 388 Greenwich Street, Floor 11, New York, New York 10013 (together
with its successors and assigns, “Payee”) or
at such place as the holder hereof may from time to time designate in writing,
the principal sum of up to ONE HUNDRED FIFTY-MILLION AND 00/100 DOLLARS
($150,000,000.00) (the “Principal”)
(or such lesser amount thereof as shall be advanced by Payee to Maker under the
Loan Agreement), in lawful money of the United States of America, with interest
on the unpaid principal balance from time to time outstanding at the Interest
Rate, in installments as follows:


A.            A payment of $249,012.50 on the date hereof, representing
interest from the date of funding through November 5, 2006;


B.            On December 6, 2006 (which shall be the first Payment
Date hereunder) and each Payment Date thereafter through and including the
Maturity Date, Maker shall pay interest only on the unpaid Principal accrued at
the Interest Rate during the Interest Period immediately preceding such Payment
Date (the “Monthly Debt Service Payment Amount”);
and


C.            The balance of the principal sum of this Note together
with all accrued and unpaid interest thereon shall be due and payable on the
Maturity Date.


1.             Definitions.  Capitalized terms used but not otherwise
defined herein shall have the meanings given in that certain Loan Agreement
(the “Loan Agreement”)
dated the date hereof between Maker and Payee. 
The following terms have the meanings set forth below:


Business
Day:  any day other
than a Saturday, Sunday or any day on which commercial banks in New York,
New York are authorized or required to close.


Default
Rate:  a rate per
annum equal to the lesser of (i) the maximum rate permitted by applicable
law, or (ii) five percent (5%) above the Interest Rate, compounded
monthly.


Interest
Period: 
(i) the period from the date hereof through the first day
thereafter that is the 5th day of a calendar month and (ii) each
period thereafter from the 6th day of each calendar month through the 5th day of the following calendar month; except
that the Interest Period, if any, that would otherwise commence before and end
after the Maturity Date shall end on the Maturity Date.  Notwithstanding the foregoing, if Payee
exercises its right to change the Payment Date to a New Payment Date in accordance
with Section 2.2.4 of the Loan Agreement, then from and after such election,
each Interest Period shall be the period from the New Payment Date in each
calendar month through the day in the next succeeding calendar month
immediately preceding the New Payment Date in such calendar month.









 



Interest
Rate:  a rate of
interest equal to 5.433% per annum (or, when applicable pursuant to this Note
or any other Loan Document, the Default Rate).


Maturity
Date:  the date on
which the final payment of principal of this Note (or any replacement note
issued in connection with a Defeasance Event, if applicable) becomes due and
payable as therein provided, whether at the Stated Maturity Date, by
declaration of acceleration, or otherwise.


Payment
Date:  the 6th day of each calendar month or, upon Payee’s
exercise of its right to change the Payment Date in accordance with Section
2.2.4 of the Loan Agreement, the New Payment Date (in either case, if such day
is not a Business Day, the Payment Date shall be the first Business Day
thereafter).  The first Payment Date
hereunder shall be December 6, 2006.


Stated
Maturity Date: 
November 6, 2016, as such date may be changed in accordance with Section
2.2.4 of the Loan Agreement.


Yield Maintenance Premium:  an amount which, when added to the
outstanding Principal, would be sufficient to purchase U.S. Obligations which
provide payments (a) on or prior to, but as close as possible to, all
successive scheduled payment dates under this Note through the Stated Maturity
Date and (b) in amounts equal to the Monthly Debt Service Payment Amount
required under this Note through the Stated Maturity Date together with the
outstanding principal balance of this Note as of the Stated Maturity Date
assuming payment of all such Monthly Debt Service Payment Amounts are made
(including any servicing costs associated therewith).  In no event shall the Yield Maintenance
Premium be less than zero.



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2.             Payments
and Computations. 
Interest on the unpaid Principal shall be computed on the basis of the
actual number of days elapsed over a 360-day year.  All amounts due under this Note shall be
payable without setoff, counterclaim or any other deduction whatsoever and are
payable without relief from valuation and appraisement laws and with all costs
and charges incurred in the collection or enforcement hereof, including,
attorneys’ fees and court costs.


3.             Loan
Documents.  This
Note is evidence of that certain loan made by Payee to Maker contemporaneously
herewith and is executed pursuant to the terms and conditions of the Loan
Agreement.  This Note is secured by and
entitled to the benefits of, among other things, the Mortgage and the other
Loan Documents.  Reference is made to the
Loan Documents for a description of the nature and extent of the security
afforded thereby, the rights of the holder hereof in respect of such security,
the terms and conditions upon which this Note is secured and the rights and
duties of the holder of this Note.  No
reference herein to and no provision of any other Loan Document shall alter or
impair the obligation of Maker, which is absolute and unconditional (except for
Section 10.1 of the Loan Agreement), to pay the principal of and interest
on this Note at the time and place and at the rates and in the monies and funds
described herein.  All of the agreements,
conditions, covenants, provisions and stipulations contained in the Loan
Documents to be kept and performed by Maker are by this reference hereby made
part of this Note to the same extent and with the same force and effect as if
they were fully set forth in this Note, and Maker covenants and agrees to keep
and perform the same, or cause the same to be kept and performed, in accordance
with their terms.


4.             Loan
Acceleration; Prepayment. 
The Debt, shall without notice become immediately due and payable at the
option of Payee upon the happening of any Event of Default.  Maker shall have no right to prepay or
defease all or any portion of the Principal except in accordance with Sections
2.2.3, 2.3.2, 2.3.3, 2.3.4, 2.4 and 7.4.2 of the Loan Agreement.  If prior to the third Payment Date prior to
the Stated Maturity Date (i) Maker shall (notwithstanding such prohibition
of prepayment) tender, and Payee shall, in its sole discretion, elect to
accept, payment of the Debt, or (ii) the Debt is accelerated by reason of
an Event of Default, then the Debt shall include, and Payee shall be entitled
to receive, in addition to the outstanding principal and accrued interest and
other sums due under the Loan Documents, an amount equal to the Yield
Maintenance Premium, if any, that would be required in connection with a
Defeasance if a Defeasance were to occur at the time of Payee’s acceptance of
such tender or other receipt of the Debt (through foreclosure or otherwise), as
the case may be.  The principal balance
of this Note is subject to mandatory prepayment, without premium or penalty,
(a) in certain instances of Insured Casualty or Condemnation, as more
particularly set forth in Sections 2.3.2 and 7.4.2 of the Loan Agreement,
or (b) provided no Event of Default is continuing, if payment is required in
accordance with Sections 5 and 6 of the Mortgage.  Except during the continuance of an Event of
Default, all proceeds of any repayment, including permitted prepayments, of
Principal shall be applied in accordance with Section 2.3.1 of the Loan
Agreement.  During the continuance of an
Event of Default, all proceeds of repayment, including any payment or recovery
on the Property (whether through foreclosure, deed-in-lieu of foreclosure, or
otherwise) shall, unless otherwise provided in the Loan Documents, be applied
in such order and in such manner as Payee shall elect in Payee’s discretion.



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5.             Default
Rate.  After the
occurrence and during the continuance of an Event of Default, the entire unpaid
Debt shall bear interest at the Default Rate, and shall be payable upon demand
from time to time, to the extent permitted by applicable law.


6.             Late
Payment Charge.  If
any Monthly Debt Service Payment Amount is not paid by Maker on the date on
which it is due and, subject to the last sentence of this Section 6, such
failure continues for five (5) days, Maker shall pay to Payee upon demand an
amount equal to the lesser of five percent (5%) of such unpaid sum or the
maximum amount permitted by applicable law (the “Late Payment Charge”), in
order to defray the expense incurred by Payee in handling and processing such
delinquent payment and to compensate Payee for the loss of the use of such
delinquent payment.  With respect to the
foregoing five (5) day grace period, the parties agree that such five (5) day
grace period shall only be applicable no more than twice during the Term and in
all other instances, the Late Payment Charge shall be payable in accordance
with this Section 6 with respect to any Monthly Debt Service Payment Amount
which is not paid by Maker on the date which the same is due.


7.             Amendments.  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 Maker or Payee, 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.  Whenever used, the singular number shall
include the plural, the plural the singular, and the words “Payee” and “Maker”
shall include their respective successors, assigns, heirs, executors and
administrators.  If Maker consists of
more than one person or party, the obligations and liabilities of each such
person or party shall be joint and several.


8.             Waiver.  Maker 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, protest, notice of
protest, notice of nonpayment, notice of intent to accelerate the maturity
hereof and of acceleration.  No release
of any security for the Debt or any person liable for payment of the Debt, no
extension of time for payment of this Note or any installment hereof, and no
alteration, amendment or waiver of any provision of the Loan Documents made by
agreement between Payee and any other person or party shall release, modify,
amend, waive, extend, change, discharge, terminate or affect the liability of
Maker, and any other person or party who may become liable under the Loan Documents,
for the payment of all or any part of the Debt.


9.             Exculpation.  It is expressly agreed that recourse against
Maker for failure to perform and observe its obligations contained in this Note
shall be limited as and to the extent provided in Section 10.1 of the Loan
Agreement.


10.          Notices.  All notices or other communications required
or permitted to be given pursuant hereto shall be given in the manner specified
in the Loan Agreement directed to the parties at their respective addresses as
provided therein.


11.          Joint
and Several. 
Each Person constituting Maker hereunder shall have joint and several
liability for the obligations of Maker hereunder except as otherwise provided
in the Loan Documents.



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12.          Governing
Law.  THIS NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK (WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS) AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA.


13.          Counterparts.  This Note may be executed in any number of
counterparts, each of which when so executed and delivered shall be an
original, but all of which shall together constitute one and the same
instrument.


[Signature Pages Follow]



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IN WITNESS WHEREOF, Maker
has executed this Promissory Note as of the day and year first written.


	
  

  	
  BEHRINGER HARVARD
  101 SOUTH TRYON

  LP, a Delaware
  limited partnership

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: