Exh 10.5 Promissory Note re: 3161 Michelson dated as of 9/29/2006


    
      

    

    Exhibit
      10.5

    
 

    

      PROMISSORY
        NOTE

       

      
        	
                $60,000,000.00

              	
                September
                  29, 2006

              
	 	
                Irvine,
                  California

                 

              


      

      FOR
        VALUE
        RECEIVED, MAGUIRE PROPERTIES-3161 MICHELSON, LLC, a Delaware limited liability
        company, MAGUIRE PROPERTIES-PARK PLACE PS2, LLC, a Delaware limited liability
        company, and MAGUIRE PROPERTIES-PARK PLACE PS5, LLC, a Delaware limited
        liability company (individually and collectively, jointly and severally,
        “Borrower”),
        hereby promises to pay to CAPMARK BANK, A UTAH INDUSTRIAL BANK (the
“Lender”),
        for
        account of its respective Applicable Lending Offices provided for by the
        Agreement referred to below, at the principal office of EUROHYPO AG, NEW
        YORK
        BRANCH, at 1114 Avenue of the Americas, 29th Floor, New York, New York 10036,
        the principal sum of Sixty Million and No/100 Dollars ($60,000,000.00) (or
        such
        lesser amount as shall equal the aggregate unpaid principal amount of the
        Loans
        made by the Lender to Borrower under the Agreement), in lawful money of the
        United States of America and in immediately available funds, on the dates
        and in
        the principal amounts provided in the Agreement, and to pay interest on the
        unpaid principal amount of each such Loan, at such office, in like money
        and
        funds, for the period commencing on the date of such Loan until such Loan
        shall
        be paid in full, at the rates per annum and on the dates provided in the
        Agreement.

       

      The
        date,
        amount, Type, interest rate and duration of Interest Period (if applicable)
        of
        each Loan made by the Lender to Borrower, and each payment made on account
        of
        the principal thereof, shall be recorded by the Lender on its books and,
        prior
        to any transfer of this Note, endorsed by the Lender on the schedule attached
        hereto or any continuation thereof, provided that the failure of the Lender
        to
        make any such recordation or endorsement shall not affect the obligations
        of
        Borrower to make a payment when due of any amount owing under the Agreement
        or
        hereunder in respect of the Loans made by the Lender.

       

      This
        Note
        is one of the Notes referred to in the Construction Loan Agreement dated
        as of
        September 29, 2006 (as modified, supplemented, extended and in effect from
        time
        to time, the “Agreement”)
        between Borrower, the lenders party thereto (including the Lender) and Eurohypo
        AG, New York Branch, as Administrative Agent, and evidences Loans made by
        the
        Lender thereunder. Terms used but not defined in this Note have the respective
        meanings assigned to them in the Agreement.

       

      The
        Agreement provides for the acceleration of the maturity of this Note upon
        the
        occurrence of certain events and for prepayments of Loans upon the terms
        and
        conditions specified therein.

       

      Except
        as
        expressly permitted by Section
        12.24
        of the
        Agreement, this Note may not be assigned by the Lender to any other
        Person.

       


      
        
           

          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


       

      This
        Note
        shall be governed by, and construed in accordance with, the law of the State
        of
        California without regard to conflicts of laws principles.

       

      MAGUIRE
        PROPERTIES-3161 MICHELSON, LLC, a Delaware limited liability
        company

      


      By:
        ______________________________

      Name:
        ____________________________

      Title:
        _____________________________

      


      


      MAGUIRE
        PROPERTIES-PARK PLACE PS2, LLC, a Delaware limited liability
        company

      


      By:
        ______________________________

      Name:
        ____________________________

      Title:
        _____________________________

      


      


      MAGUIRE
        PROPERTIES-PARK PLACE PS5, LLC, a Delaware limited liability
        company

      


      By:
        ______________________________

      Name:
        ____________________________

      Title:
        _____________________________