**Exhibit 10.12B**

 

**REVOLVINGCREDIT NOTE**

 
| $30,000,000.00 |   | December  15, 2003 |
|----------------|--------|--------------------|

 

FOR VALUE RECEIVED, the undersigned, AMERIVEST PROPERTIES INC., aMaryland corporation (the “Borrower”), promises to pay, without offset orcounterclaim,  to the order of FLEETNATIONAL BANK (hereinafter, together with its successors in title and assigns,called the “Lender”) at the head office of Fleet National Bank, as Agent (the“Agent”) at 100 Federal Street, Boston, Massachusetts 02110 or at such otheraddress as Agent may specify, the principal sum of THIRTY MILLION AND NO/100DOLLARS ($30,000,000.00) or, if less, the aggregate unpaid principal amount ofall Loans made by the Lender to the Borrower pursuant to the UnsecuredRevolving Credit Agreement dated as of December 15, 2003 among the Lender, theBorrower,  the other lendinginstitutions named therein and the Agent, as amended from time to time (the“Credit Agreement”).  Capitalized termsused herein and not otherwise defined herein shall have the meanings assignedto them in the Credit Agreement.  Unlessotherwise provided herein, the rules of interpretation set forth in §1.2 of theCredit Agreement shall be applicable to this Note.

 

The Borrower also promisesto pay (a) principal from time to time at the times provided in the CreditAgreement and (b) interest from the date hereof on the principal amount fromtime to time unpaid at the rates and times set forth in the Credit Agreementand in all cases in accordance with the terms of the Credit Agreement.  Late charges and other charges and defaultrate interest shall be paid by Borrower in accordance with the terms of theCredit Agreement.  The entireoutstanding principal amount of this Note, together with all accrued but unpaidinterest thereon, shall be due and payable in full on the Maturity Date.  The Lender may endorse the record relatingto this Note with appropriate notations evidencing advances and payments ofprincipal hereunder as contemplated by the Credit Agreement.

 

This Note is issued pursuantto, is entitled to the benefits of, and is subject to the provisions of theCredit Agreement.  The principal of thisNote is subject to prepayment in whole or in part in the manner and to theextent specified in the Credit Agreement. The principal of this Note, the interest accrued on this Note and allother Obligations of the Borrower are full recourse obligations of theBorrower, and all of its Real Estate Assets, and its other properties shall beavailable for the payment and performance of this Note, the interest accrued onthis Note, and all of such other Obligations. In case an Event of Default shall occur and be continuing, the entireunpaid principal amount of this Note and all of the unpaid interest accruedthereon may become or be declared due and payable in the manner and with theeffect provided in the Credit Agreement.

 

Notwithstanding anything inthis Note to the contrary, all agreements between the Borrower and the Lendersand the Agent, whether now existing or hereafter arising and whether written ororal, are hereby limited so that in no contingency, whether by reason ofacceleration of the maturity of any of the Obligations or otherwise, shall theinterest contracted for, charged or received by the Lenders exceed the maximumamount permissible under applicable law. If, from any circumstance whatsoever, interest would otherwise bypayable to the Lenders in excess of

 

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the maximum lawful amount, theinterest payable to the Lenders shall be reduced to the maximum amountpermitted under applicable law; and if from any circumstance the Lenders shallever receive anything of value deemed interest by applicable law in excess ofthe maximum lawful amount, an amount equal to any excessive interest shall beapplied to the reduction of the principal balance of the Obligations and to thepayment of interest or, if such excessive interest exceeds the unpaid balanceof principal of the Obligations, such excess shall be refunded to theBorrower.  All interest paid or agreedto be paid to the Lenders shall, to the extent permitted by applicable law, beamortized, prorated, allocated and spread throughout the full period untilpayment in full of the principal of the Obligations (including the period ofany renewal or extension thereof) so that the interest thereon for such fullperiod shall not exceed the maximum amount permitted by applicable law.  This section shall control all agreementsbetween the Borrower and the Lenders and the Agent.

 

The Borrower and allendorsers hereby waive presentment, demand, protest and notice of any kind inconnection with the delivery, acceptance, performance and enforcement of thisNote, and also hereby assent to extensions of time of payment or forbearance orother indulgences without notice.

 

**This Note and the obligations of the Borrower hereunder shallbe governed by and interpreted and determined in accordance with the laws ofthe Commonwealth of Massachusetts (excluding the laws applicable to conflictsor choice of law).  The Borrower haswaived its right to a jury trial with respect to any action or claim arisingout of this Note pursuant to §24 of the Credit Agreement.**

 

IN WITNESS WHEREOF, theBorrower has caused this Note to be duly executed in its name as an instrumentunder seal on the date first above written.

 
| WITNESS:          | AMERIVEST  PROPERTIES INC., |
|-------------------|-----------------------------|
|              | a  Maryland corporation     |
|              |                        |   |
|              |                        |   |
| Jean  M. Gonzales |                        | By: | John B. Greenman |
|              |                        | Name: |  John  B. Greenman |
|              |                        | Title: | Vice President |
|              |                        |   |
|              |                        | (CORPORATE  SEAL) |
|                   |                             |  |  |  |  |  |

 

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