First Amendment to Note, dated as of November 10, 2003



 Exhibit 10.27 
  
 FIRST AMENDMENT TO NOTE 
  

							
	 $43,000,000
	  	 	  	 	  	New York, New York
	 	  	 	  	 	  	November 10, 2003

  
 THIS FIRST AMENDMENT
TO NOTE, dated as of November 10, 2003 (this Amendment), is made by and between GLOBAL MARSH PROPERTY OWNER, L.P., a Texas limited partnership (Borrower), having an office at c/o Global Innovation Partners, LLC, 2730 Sand Hill Road,
Suite 280, Menlo Park, California 94025, and GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation (together with its successors and assigns, Lender), having an office at 60 Wall Street, 10th Floor, New York, New York 10005. 
  
 WHEREAS, Borrower and Lender are parties to that certain Note, dated as of August 18, 2003 (the Note), in the principal amount of $43,000,000; and

  
 WHEREAS, Borrower and Lender desire to amend the terms of the
Note as provided in this Amendment. 
  
 NOW THEREFORE, in
consideration of Ten Dollars ($10.00) paid in hand the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower and Lender agree to amend the Note as follows: 
  
 1. Capitalized terms used in this Amendment and not defined herein shall have
the meaning provided in the Note. 
  
 2. The Note is hereby
amended by deleting the definition of “Initial Maturity Date” on page 2 of the Note in its entirety and substituting the following in place therefor: 
  
 “Initial Maturity Date” shall mean August 9, 2006.” 
  
 In connection therewith and as a result thereof, the First Extension Option shall constitute
Borrower’s option to extend the Maturity Date for a period of thirteen (13) months, from the Initial Maturity Date of August 9, 2006 to the First Extended Maturity Date of September 9, 2007. 
  
 3. The Note is hereby further amended by deleting the definition of
“LIBOR Margin” on page 3 of the Note in its entirety and substituting the following in place therefor: 
  
 “LIBOR Margin shall mean 1.59302326% per annum.” 
  
 4. Except as amended by this Amendment, the Note shall continue to remain in full force and effect. 
  









 5. This Amendment shall be governed by the laws of the State of New York, without regard to choice of law
rules. 
  
 6. This Amendment may be executed in one or more
counterparts, each of which shall constitute an original and all of which when taken together shall constitute one binding agreement. 
  
 7. The provisions of this Amendment are severable, and if any one clause or provision hereof shall be held invalid or unenforceable in whole or in part,
then such invalidity or unenforceability shall affect only such clause or provision, or part thereof, and not any other clause or provision of this Amendment. 
  

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 2 








 IN WITNESS WHEREOF, the parties hereto have entered into this Amendment on the date first written above.

  

											
	BORROWER:
	
	GLOBAL MARSH PROPERTY OWNER, L.P.,
a Texas limited liability partnership
		
	 By:
	 	Global Marsh General Partner, LLC,
a Delaware limited liability company,
its general partner
			
	 	 	 By:
	 	Global Marsh Member, LLC,
a Delaware limited liability company,
its member
				
	 	 	 	 	 By:
	 	Global Innovation Partners, LLC,
a Delaware limited liability company,
its member
					
	 	 	 	 	 	 	 By:
	 	Global Innovation Manager, LLC,
a Delaware limited liability company, its manager
						
	 	 	 	 	 	 	 	 	 By:
	 	/s/                    
	 	 	 	 	 	 	 	 	 Name:
	 	Michael F. Foust
	 	 	 	 	 	 	 	 	 Title:
	 	Authorized Signatory


  










			
	LENDER:
	
	GERMAN AMERICAN CAPITAL CORPORATION,
a Maryland corporation
		
	By:	 	/s/                    
	 Name:
	 	Donald S. Belanger
	 Title:
	 	Vice President
		
	By:	 	/s/                    
	 Name:
	 	MICHAEL P. HART
	 Title:
	 	Authorized Signatory


  









 The undersigned GLOBAL INNOVATION PARTNERS, LLC, a Delaware limited liability company (Guarantor), hereby
acknowledges and consents to this First Amendment to Note solely to confirm and ratify Guarantor’s obligations pursuant to (a) that certain Environmental Indemnity, dated as of August 18, 2003, from Guarantor to Lender, and (b) that certain
Guaranty of Recourse Obligations, dated as of August 18, 2003, from Guarantor to Lender, as such obligations relate to the Note as amended by this Amendment. 
  

					
	GLOBAL INNOVATION PARTNERS, LLC,
a Delaware limited liability company
		
	 By:
	 	Global Innovation Manager, LLC,
a Delaware limited liability company,
its manager
			
	 	 	 By:
	 	/s/                    
	 	 	 Name:
	 	Michael F. Foust
	 	 	 Title:
	 	Authorized Signatory