EXHIBIT 10.2
FORM OF SECURED TERM NOTE
$_________________ May 31, 2005
FOR VALUE RECEIVED, BIOMED REALTY, L.P., a Maryland limited
partnership, ("Borrower"), promises to pay to the order of
___________________________________ ("Lender") the principal amount of
_________________________________ AND NO/100 DOLLARS ($___________), or such
lesser aggregate amount of Advances as may be made and outstanding pursuant to
▇▇▇▇▇▇'s Commitment under the Secured Term Agreement hereinafter described,
payable as hereinafter set forth. ▇▇▇▇▇▇▇▇ promises to pay interest on the
principal amount hereof remaining unpaid from time to time from the date hereof
until the date of payment in full, payable as hereinafter set forth.
Reference is made to the Secured Term Loan Agreement dated as of May
31, 2005 among Borrower, Administrative Agent and the Lenders (as it may have
been or may hereafter be amended, amended and restated, modified, supplemented
or renewed from time to time, the "Secured Term Agreement"). Terms defined in
the Secured Term Agreement and not otherwise defined herein are used herein with
the meanings ascribed to those terms in the Secured Term Agreement. This is one
of the Notes referred to in the Secured Term Agreement, and any holder hereof is
entitled to all of the rights, remedies, benefits and privileges provided for in
the Secured Term Agreement. The Secured Term Agreement, among other things,
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events upon the terms and conditions therein specified.
The principal indebtedness evidenced by this Note shall be payable
and prepayable as provided in the Secured Term Agreement and in any event on the
Maturity Date (which shall be May 30, 2010).
Interest shall be payable on the outstanding daily unpaid principal
amount of each Advance outstanding hereunder from the date such Advance was made
until payment in full, and shall accrue and be payable at the rates and on the
dates set forth in the Secured Term Agreement both before and after default and
before and after maturity and judgment.
The amount of each payment hereunder shall be made to Lender at
Administrative Agent's office (as designated by Administrative Agent from time
to time), for the account of Lender, in Dollars and in immediately available
funds not later than 2:00 p.m., Cleveland time, on the day of payment (which
must be a Banking Day). All payments received after 2:00 p.m., Cleveland time,
on any Banking Day, shall be deemed received on the next succeeding Banking Day.
Lender shall keep a record of Advances made by it and payments of principal with
respect to this Note, and such record shall be presumptive evidence of the
principal amount owing under this Note, absent manifest error.
Without limiting any applicable provisions of the Secured Term
Agreement, Borrower hereby promises to pay all costs and expenses of any holder
hereof incurred in collecting Borrower's obligations hereunder or in enforcing
or attempting to enforce any of any
▇▇▇▇▇▇'s rights hereunder, including reasonable attorneys' fees, whether or not
an action is filed in connection therewith.
Borrower hereby waives presentment, demand for payment, dishonor,
notice of dishonor, protest, notice of protest, and any other notice or
formality, to the fullest extent permitted by applicable Laws.
Assignment of this Note is subject to the consent of certain parties
pursuant to Section 11.8 of the Secured Term Agreement.
This Note shall be delivered to and accepted by Lender in the State
of New York, and shall be governed by, and construed and enforced in accordance
with, the internal Laws thereof without regard to the choice of law provisions
thereof.
"Borrower":
BIOMED REALTY, L.P., a Maryland limited
partnership
By: BioMed Realty Trust, Inc., its sole
general partner
By ________________________________
Name ________________________________
Title ________________________________