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Exhibit 10.1
               THIRD AMENDED AND RESTATED CREDIT AGREEMENT

                       Dated as of August 25, 1999

                                  among

                       SIMON PROPERTY GROUP, L.P.


                   THE INSTITUTIONS FROM TIME TO TIME
                         PARTY HERETO AS LENDERS


                   THE INSTITUTIONS FROM TIME TO TIME
                        PARTY HERETO AS CO-AGENTS

                                   and


       UBS AG, STAMFORD BRANCH, AS PAYMENT AND DISBURSEMENT AGENT

                                   and


                          CHASE SECURITIES INC.
     AS JOINT ARRANGER AND JOINT BOOK MANAGER AND SYNDICATION AGENT

                                   and


                         WARBURG DILLON READ LLC
                AS JOINT ARRANGER AND JOINT BOOK MANAGER

                                   and


                MORGAN GUARANTY TRUST COMPANY OF NEW YORK
                   AS DOCUMENTATION AGENT AND ARRANGER

                                   and


                  BANK OF AMERICA, NATIONAL ASSOCIATION
                   AS DOCUMENTATION AGENT AND ARRANGER
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<PAGE>
                            TABLE OF CONTENTS


                          ARTICLE IDEFINITIONS

     1.1.  Certain Defined Terms                          2
     1.2.  Computation of Time Periods                   35
     1.3.  Accounting Terms                              36
     1.4.  Other Terms                                   36

                  ARTICLE IIAMOUNTS AND TERMS OF LOANS

     2.1.  Committed Loans                               36
     2.2.  Money Market Loans                            39
     2.3.  Use of Proceeds of Loans and Letters
               of Credit                                 44
     2.4.  Revolving Credit Termination Date;
               Maturity of Money Market Loans            45
     2.5.  Extension Option                              45
     2.6.  Maximum Credit Facility                       46
     2.7.  Authorized Agents                             46

                      ARTICLE IIILETTERS OF CREDIT

     3.1.  Letters of Credit                             47
     3.2.  Obligations Several                           55

                   ARTICLE IVPAYMENTS AND PREPAYMENTS

     4.1.  Prepayments; Reductions in Revolving
               Credit Commitments                        55
     4.2.  Payments                                      57
     4.3.  Promise to Repay; Evidence of
               Indebtedness                              62


                       ARTICLE VINTEREST AND FEES

     5.1.  Interest on the Loans and other
               Obligations                               64
     5.2.  Special Provisions Governing
               Eurodollar Rate Loans, IBOR Rate
               Loans, and Money Market Loans             68
     5.3.  Fees                                          75

           ARTICLE VICONDITIONS TO LOANS AND LETTERS OF CREDIT

     6.1.  Conditions Precedent to the Initial
               Loans and Letters of Credit               77
     6.2.  Conditions Precedent to All
               Subsequent Loans and Letters of Credit    79

                ARTICLE VIIREPRESENTATIONS AND WARRANTIES

     7.1.  Representations and Warranties
               of the Borrower                           80

                     ARTICLE VIIIREPORTING COVENANTS

     8.1.  Borrower Accounting Practices                 93
     8.2.  Financial Reports                             93
     8.3.  Events of Default                             98
     8.4.  Lawsuits                                      98
     8.5.  Insurance                                     99
     8.6.  ERISA Notices                                 99
     8.7.  Environmental Notices                        101
     8.8.  Labor Matters                                103
     8.9.  Notices of Asset Sales and/or
               Acquisitions                             103
     8.10. Tenant Notifications                         103
     8.11. Other Reports                                103
     8.12. Other Information                            104

                     ARTICLE IXAFFIRMATIVE COVENANTS

     9.1.  Existence, Etc.                              104
     9.2.  Powers; Conduct of Business                  104
     9.3.  Compliance with Laws, Etc.                   104
     9.4.  Payment of Taxes and Claims                  105
     9.5.  Insurance                                    105
     9.6.  Inspection of Property; Books and
               Records; Discussions                     105
     9.7.  ERISA Compliance                             106
     9.8.  Maintenance of Property                      106
     9.9.  Hedging Requirements                         107
     9.10. Company Status                               107
     9.11. Ownership of Projects, Minority
               Holdings and Property                    107

                       ARTICLE XNEGATIVE COVENANTS

     10.1.  Indebtedness                                107
     10.2.  Sales of Assets                             108
     10.3.  Liens                                       108
     10.4.  Investments                                 108
     10.5.  Conduct of Business                         109
     10.6.  Transactions with Partners and
                Affiliates                              109
     10.7.  Restriction on Fundamental Changes          110
     10.8.  Margin Regulations; Securities Laws         110
     10.9.  ERISA                                       110
     10.10. Organizational Documents                    111
     10.11. Fiscal Year                                 112
     10.12. Other Financial Covenants                   112
     10.13. Pro Forma Adjustments                       113

            ARTICLE XIEVENTS OF DEFAULT; RIGHTS AND REMEDIES

     11.1.  Events of Default                           114
     11.2.  Rights and Remedies                         119

                          ARTICLE XIITHE AGENTS

     12.1.  Appointment                                 121
     12.2.  Nature of Duties                            122
     12.3.  Right to Request Instructions               122
     12.4.  Reliance                                    123
     12.5.  Indemnification                             123
     12.6.  Agents Individually                         124
     12.7.  Successor Agents                            124
     12.8.  Relations Among the Lenders                 125

                      ARTICLE XIIIYIELD PROTECTION

     13.1.  Taxes                                       126
     13.2.  Increased Capital                           129
     13.3.  Changes; Legal Restrictions                 129
     13.4.  Replacement of Certain Lenders              130

                    ARTICLE XIVINTENTIONALLY OMITTED

                         ARTICLE XVMISCELLANEOUS

     15.1.  Assignments and Participations              131
     15.2.  Expenses                                    137
     15.3.  Indemnity                                   138
     15.4.  Change in Accounting Principles             139
     15.5.  Setoff                                      140
     15.6.  Ratable Sharing                             140
     15.7.  Amendments and Waivers                      141
     15.8.  Notices                                     144
     15.9.  Survival of Warranties and
                Agreements                              144
     15.10. Failure or Indulgence Not Waiver;
                Remedies Cumulative                     145
     15.11. Marshalling; Payments Set Aside             145
     15.12. Severability                                145
     15.13. Headings                                    145
     15.14. Governing Law                               146
     15.15. Limitation of Liability                     146
     15.16. Successors and Assigns                      146
     15.17. Certain Consents and Waivers
                of the Borrower                         146
     15.18. Counterparts; Effectiveness;
                Inconsistencies                         148
     15.19. Limitation on Agreements                    148
     15.20. Confidentiality                             149
     15.21. Disclaimers                                 149
     15.22. No Bankruptcy Proceedings.                  150
     15.23. Retained Properties                         150
     15.24. Entire Agreement                            150
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<PAGE>
                     LIST OF EXHIBITS AND SCHEDULES

Exhibit A--    Form of Assignment and Acceptance
Exhibit B--    Form of Note
Exhibit B-1--  Form of Designated Bank Note
Exhibit C--    Form of Notice of Borrowing
Exhibit D--    Form of Notice of Conversion/Continuation
Exhibit E--    List of Closing Documents
Exhibit F--    Form of Officer's Certificate
Exhibit G--    Sample Calculations of Financial Covenants
Exhibit H--    Form of Money Market Quote Request
Exhibit I--    Form of Invitation for Money Market Quote
Exhibit J--    Form of Money Market Quote
Exhibit K--    Form of Designation Agreement

Schedule 1.1.4 --   Permitted Securities Options
Schedule 1.1.5 -    Unsecured Bond Offerings
Schedule 7.1-A --   Organizational Documents
Schedule 7.1-C --   Corporate Structure; Outstanding Capital Stock and
                    Partnership Interests; Partnership Agreement
Schedule 7.1-H --   Indebtedness for Borrowed Money; Contingent
                    Obligations
Schedule 7.1-I --   Pending Actions
Schedule 7.1-P --   Environmental Matters
Schedule 7.1-Q --   ERISA Matters
Schedule 7.1-T --   Insurance Policies
Schedule 15.23 --   Retained Properties
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<PAGE>
                       THIRD AMENDED AND RESTATED
CREDIT AGREEMENT

          This Third Amended and Restated Credit Agreement, dated as of
August 25, 1999 (as amended, supplemented or modified from time to time,
the "Agreement") is entered into among SIMON PROPERTY GROUP, L.P., the
institutions from time to time a party hereto as Lenders, whether by
execution of this Agreement or an Assignment and Acceptance, the
institutions from time to time a party hereto as Co-Agents, whether by
execution of this Agreement or an Assignment and Acceptance, and UBS AG,
STAMFORD BRANCH, as Payment and Disbursement Agent, CHASE SECURITIES
INC., as joint arranger, joint book manager and Syndication Agent,
WARBURG DILLON READ LLC, as joint arranger and joint book manager,
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as Documentation Agent and
arranger, and BANK OF AMERICA, NATIONAL ASSOCIATION, as Documentation
Agent and arranger.

R E C I T A L S

          WHEREAS, the Borrower, the Arrangers, the Co-Agents and
certain of the other Lenders entered into that certain Credit Agreement,
dated as of September 27, 1996, as amended by First Amendment to Credit
Agreement, dated as of April 14, 1997, and as amended and restated in
its entirety pursuant to that certain First Amended and Restated Credit
Agreement, dated as of June 20, 1997, and as further amended and
restated in its entirety pursuant to that certain Second Amended and
Restated Credit Agreement, dated as of December 22, 1997 (as so amended
and restated, the "Existing Credit Agreement"); and

          WHEREAS, the parties hereto have agreed to amend and restate
the terms and conditions contained in the Existing Credit Agreement in
their entirety as hereinafter set forth.

          NOW, THEREFORE, for good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties
hereto agree as follows:

          I.  The Existing Credit Agreement is hereby modified so that
all of the terms and conditions of the aforesaid Existing Credit
Agreement shall be restated in their entirety as set forth herein, and
the Borrower agrees to comply with and be subject to all of the terms,
covenants and conditions of this Agreement.

          II.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto, and their respective successors and
assigns, and shall be deemed to be effective as of the date hereof.

          III.  Any reference in the Notes, any other Loan Document or
any other document executed in connection with this Agreement to the
Existing Credit Agreement shall be deemed to refer to this Agreement.


                               ARTICLE 1.
                               DEFINITIONS

                        1.1.  Certain Defined Terms.  The following terms
                      used in this Agreement shall have the following
                      meanings, applicable both to the singular and the plural
                      forms of the terms defined:

          "Affiliate", as applied to any Person, means any other Person
that directly or indirectly controls, is controlled by, or is under
common control with, that Person.  For purposes of this definition,
"control" (including, with correlative meanings, the terms
"controlling", "controlled by" and "under common control with"), as
applied to any Person, means the possession, directly or indirectly, of
the power to vote fifteen percent (15.0%) or more of the equity
Securities having voting power for the election of directors of such
Person or otherwise to direct or cause the direction of the management
and policies of that Person, whether through the ownership of voting
equity Securities or by contract or otherwise.

          "Agent" means UBS in its capacity as Payment and Disbursement
Agent, each Arranger, each Co-Arranger,  each Senior Managing Agent,
each Managing Agent, each Co-Agent, and each successor agent appointed
pursuant to the terms of Article XII of this Agreement.

          "Agreement" is defined in the preamble hereto.

          "Annual EBITDA" means, with respect to any Project or Minority
Holding, as of the first day of each fiscal quarter for the immediately
preceding consecutive four fiscal quarters, an amount equal to (i) total
revenues relating to such Project or Minority Holding for such period,
less (ii) total operating expenses relating to such Project or Minority
Holding for such period (it being understood that the foregoing
calculation shall exclude non-cash charges as determined in accordance
with GAAP).  Each of the foregoing amounts shall be determined by
reference to the Borrower's Statement of Operations for the applicable
periods.  An example of the foregoing calculation is set forth on
Exhibit G hereto.

          "Applicable Lending Office" means, with respect to a
particular Lender, (i) its Eurodollar Lending Office in respect of
provisions relating to Eurodollar Rate Loans, (ii) its Domestic Lending
Office in respect of provisions relating to Base Rate Loans and (iii)
its Money Market Lending Office in respect of provisions relating to
Money Market Loans.

          "Applicable Margin" means, with respect to each Loan, the
respective percentages per annum determined, at any time, based on the
range into which Borrower's Credit Rating then falls, in accordance with
the following tables.  Any change in the Applicable Margin shall be
effective immediately as of the date on which any of the rating agencies
announces a change in the Borrower's Credit Rating or the date on which
the Borrower has no Credit Rating, whichever is applicable.

The Applicable Margin, from time to time, depending on Borrower's Credit
Rating shall be as follows:
Range of                      Applicable             Applicable
Borrower's                    Margin for             Margin for
Credit Rating      Eurodollar Rate Loans              Base Rate
S&P/Moody's          and IBOR Rate Loans                  Loans
Ratings)                   (% per annum)          (% per annum)
------------         -------------------          -------------
below BBB-/Baa3                   1.350%                  0.00%
BBB-/Baa3                         0.900%                  0.00%
BBB/Baa2                          0.750%                  0.00%
BBB+/Baa1                         0.650%                  0.00%
A-/A3                             0.500%                  0.00%

     If at any time the Borrower has a Credit Rating by both Moody's and
     S&P which Credit Ratings are split, then:    1.1.0.0.0.1. if the
     difference between such Credit Ratings is one ratings category
     (e.g. Baa2 by Moody's and BBB- by S&P), the Applicable Margin shall
     be the rate per annum that would be applicable if the higher of the
     Credit Ratings were used; and 1.1.0.0.0.1. if the difference
     between such Credit Ratings is two ratings category (e.g. Baa1 by
     Moody's and BBB- by S&P), the Applicable Margin shall be the rate
     per annum that would be applicable if the median of the applicable
     Credit Ratings is used.

          "Arrangers" means MGT and BofA, and each successor Arranger
appointed pursuant to the terms of Article XII of this Agreement.

          "Assignment and Acceptance" means an Assignment and Acceptance
in substantially the form of Exhibit A attached hereto and made a part
hereof (with blanks appropriately completed) delivered to the Payment
and Disbursement Agent in connection with an assignment of a Lender's
interest under this Agreement in accordance with the provisions of
Section 15.1.

          "Authorized Financial Officer" means a chief executive
officer, chief financial officer, treasurer or other qualified senior
officer acceptable to the Payment and Disbursement Agent.

          "Base Eurodollar Rate" means, with respect to any Eurodollar
Interest Period applicable to a Borrowing of Eurodollar Rate Loans, an
interest rate per annum determined by the Payment and Disbursement Agent
to be the rate per annum at which deposits in Dollars are offered by the
principal office of the Reference Bank in London, England to major banks
in the London interbank market at approximately 11:00 a.m. (London time)
on the Eurodollar Interest Rate Determination Date for such Eurodollar
Interest Period for a period equal to such Eurodollar Interest Period
and in an amount substantially equal to the amount of the Eurodollar
Rate Loan.

          "Base Rate" means, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time, which rate per annum
shall at all times be equal to the higher of:

          1.1.0.0.1.     the rate of interest announced publicly by UBS
     in Stamford, Connecticut from time to time, as UBS's prime rate;
     and

          1.1.0.0.2.  the sum of (A) one-half of one percent (0.50%) per
     annum plus (B) the Federal Funds Rate in effect from time to time
     during such period.

          "Base Rate Loan" means (i) a Committed Loan which bears
interest at a rate determined by reference to the Base Rate and the
Applicable Margin as provided in Section 5.1(a) or (ii) an overdue
amount which was a Base Rate Loan immediately before it became due.

          "BofA" means Bank of America, National Association.

          "Borrower" means SIMON PROPERTY GROUP, L.P., a Delaware
limited partnership.

          "Borrower Partnership Agreement" means the Sixth Amended and
Restated Limited Partnership Agreement of the Borrower, as such
agreement may be amended, restated, modified or supplemented from time
to time with the consent of the Payment and Disbursement Agent or as
permitted under Section 10.10; provided that the Borrower may enter into
the Seventh Amended and Restated Limited Partnership Agreement
substantially in the form previously provided to the Payment and
Disbursement Agent.

          "Borrowing" means a borrowing consisting of Loans of the same
type made, continued or converted on the same day.

          "Business Activity Report" means (i) an Indiana Business
Activity Report from the Indiana Department of Revenue, Compliance
Division, or (ii) a Notice of Business Activities Report from the State
of New Jersey Division of Taxation, (iii) a Minnesota Business Activity
Report from the Minnesota Department of Revenue, or (iv) a similar
report to those referred to in clauses (i) through (iii) hereof with
respect to any jurisdiction where the failure to file such report would
have a Material Adverse Effect.

          "Business Day" means a day, in the applicable local time,
which is not a Saturday or Sunday or a legal holiday and on which banks
are not required or permitted by law or other governmental action to
close (i) in New York, New York and (ii) in the case of Eurodollar Rate
Loans, in London, England and/or New York, New York and (iii) in the
case of Letter of Credit transactions for a particular Lender, in the
place where its office for issuance or administration of the pertinent
Letter of Credit is located and/or New York, New York.

          "Capital Expenditures" means, for any period, the aggregate of
all expenditures (whether payable in cash or other Property or accrued
as a liability (but without duplication)) during such period that, in
conformity with GAAP, are required to be included in or reflected by the
Company's, the Borrower's or any of their Subsidiaries' fixed asset
accounts as reflected in any of their respective balance sheets;
provided, however, (i) Capital Expenditures shall include, whether or
not such a designation would be in conformity with GAAP, (a) that
portion of Capital Leases which is capitalized on the consolidated
balance sheet of the Company, the Borrower and their Subsidiaries and
(b) expenditures for Equipment which is purchased simultaneously with
the trade-in of existing Equipment owned by either General Partner, the
Borrower or any of their Subsidiaries, to the extent the gross purchase
price of the purchased Equipment exceeds the book value of the Equipment
being traded in at such time; and (ii) Capital Expenditures shall
exclude, whether or not such a designation would be in conformity with
GAAP, expenditures made in connection with the restoration of Property,
to the extent reimbursed or financed from insurance or condemnation
proceeds.

          "Capitalization Value" means the sum of (i) Combined EBITDA
capitalized at an annual interest rate equal to 8.25%, and (ii) Cash and
Cash Equivalents, and (iii) Construction Asset Cost.

          "Capital Lease" means any lease of any property (whether real,
personal or mixed) by a Person as lessee which, in conformity with GAAP,
is accounted for as a capital lease on the balance sheet of that Person.

          "Capital Stock" means, with respect to any Person, any capital
stock of such Person, regardless of class or designation, and all
warrants, options, purchase rights, conversion or exchange rights,
voting rights, calls or claims of any character with respect thereto.

          "Cash and Cash Equivalents" means (i) cash, (ii) marketable
direct obligations issued or unconditionally guaranteed by the United
States government and backed by the full faith and credit of the United
States government; and (iii) domestic and Eurodollar certificates of
deposit and time deposits, bankers' acceptances and floating rate
certificates of deposit issued by any commercial bank organized under
the laws of the United States, any state thereof, the District of
Columbia, any foreign bank, or its branches or agencies (fully protected
against currency fluctuations), which, at the time of acquisition, are
rated A-1 (or better) by S&P or P-1 (or better) by Moody's; provided
that the maturities of such Cash and Cash Equivalents shall not exceed
one year.

          "Cash Interest Expense" means, for any period, total interest
expense, whether paid or accrued, but without duplication, (including
the interest component of Capital Leases) of the Borrower, which is
payable in cash, all as determined in conformity with GAAP.

          "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, 42 U.S.C.  9601 et seq., any
amendments thereto, any successor statutes, and any regulations or
guidance promulgated thereunder.

          "Chase" means The Chase Manhattan Bank.

          "Claim" means any claim or demand, by any Person, of
whatsoever kind or nature for any alleged Liabilities and Costs, whether
based in contract, tort, implied or express warranty, strict liability,
criminal or civil statute, Permit, ordinance or regulation, common law
or otherwise.

          "Closing Date" means August  , 1999.

          "Co-Agents" means the Lead Arrangers, the other Arrangers, the
Co-Arrangers, the Senior Managing Agents, the Managing Agents, and Bank
of Montreal and Landesbank Hessen-Thuringen Girozentrale, New York
Branch.

          "Co-Arrangers" means Dresdner Bank AG, New York and Grand
Cayman Branches, The First National Bank of Chicago, and each successor
Arranger appointed pursuant to the terms of Article XII of this
Agreement.

          "Combined Debt Service" means, for any period, the sum of (i)
regularly scheduled payments of principal and interest of the
Consolidated Businesses paid during such period and (ii) the portion of
the regularly scheduled payments of principal and interest of Minority
Holdings allocable to the Borrower in accordance with GAAP, paid during
such period, in each case including participating interest expense and
excluding balloon payments of principal and extraordinary interest
payments and net of amortization of deferred costs associated with new
financings or refinancings of existing Indebtedness.

          "Combined EBITDA" means the sum of (i) 100% of the Annual
EBITDA from the Consolidated Businesses; and (ii) the portion of the
Annual EBITDA of the Minority Holdings allocable to the Borrower in
accordance with GAAP; and (iii) for so long as the Borrower owns a
majority economic interest in the Management Company, 100% of the
Borrower's share of the actual Annual EBITDA of the Management Company;
provided, however that the Borrower's share of the Annual EBITDA of the
Management Company shall in no event constitute in excess of five
percent (5%) of Combined EBITDA. For purposes of newly opened Projects
which are no longer capitalized, the Annual EBITDA shall be based upon
twelve-month projections of contractual rental revenues multiplied by
the EBITDA profit margin of the Borrower property type (i.e. regional
mall or community center) as such profit margin is reported in the most
recently published annual report or 10-K for the Company, until such
time as actual performance data for a twelve-month period is available.

          "Combined Equity Value" means Capitalization Value minus Total
Adjusted Outstanding Indebtedness.

          "Combined Interest Expense" means, for any period, the sum of
(i) interest expense of the Consolidated Businesses paid during such
period and (ii) interest expense of the Consolidated Businesses accrued
for such period and (iii) the portion of the interest expense of
Minority Holdings allocable to the Borrower in accordance with GAAP and
paid during such period and (iv) the portion of the interest expense of
Minority Holdings allocable to the Borrower in accordance with GAAP and
accrued for such period, in each case including participating interest
expense but excluding extraordinary interest expense, and net of
amortization of deferred costs associated with new financings or
refinancings of existing Indebtedness.

          "Commercial Letter of Credit" means any documentary letter of
credit issued by an Issuing Bank pursuant to Section 3.1 for the account
of the Borrower, which is drawable upon presentation of documents
evidencing the sale or shipment of goods purchased by the Borrower in
the ordinary course of its business.

          "Commission" means the Securities and Exchange Commission and
any Person succeeding to the functions thereof.

          "Committed Loan" means a Loan made by a Lender pursuant to
Section 2.1; provided that, if any such Loan or Loans (or portions
thereof) are combined or subdivided pursuant to a Notice of
Conversion/Continuation, the term "Committed Loan" shall refer to the
combined principal amount resulting from such combination or to each of
the separate principal amounts resulting from such subdivision, as the
case may be.

          "Company" means Simon Property Group, Inc., a Delaware
corporation.

          "Compliance Certificate" is defined in Section 8.2(b).

          "Consolidated" means consolidated, in accordance with GAAP.

          "Consolidated Businesses" means the General Partners, the
Borrower and their wholly-owned Subsidiaries.

          "Construction Asset Cost" means, with respect to Property on
which construction of Improvements has commenced (such commencement
evidenced by foundation excavation) but has not yet been completed (as
such completion shall be evidenced by such Property being opened for
business to the general public), the aggregate sums expended on the
construction of such Improvements (including land acquisition costs).

          "Contaminant" means any waste, pollutant, hazardous substance,
toxic substance, hazardous waste, special waste, petroleum or petroleum-
derived substance or waste, radioactive materials, asbestos (in any form
or condition), polychlorinated biphenyls (PCBs), or any constituent of
any such substance or waste, and includes, but is not limited to, these
terms as defined in federal, state or local laws or regulations.

          "Contingent Obligation" as to any Person means, without
duplication, (i) any contingent obligation of such Person required to be
shown on such Person's balance sheet in accordance with GAAP, and (ii)
any obligation required to be disclosed in the footnotes to such
Person's financial statements in accordance with GAAP, guaranteeing
partially or in whole any non-recourse Indebtedness, lease, dividend or
other obligation, exclusive of contractual indemnities (including,
without limitation, any indemnity or price-adjustment provision relating
to the purchase or sale of securities or other assets) and guarantees of
non-monetary obligations (other than guarantees of completion) which
have not yet been called on or quantified, of such Person or of any
other Person.  The amount of any Contingent Obligation described in
clause (ii) shall be deemed to be (a) with respect to a guaranty of
interest or interest and principal, or operating income guaranty, the
sum of all payments required to be made thereunder (which in the case of
an operating income guaranty shall be deemed to be equal to the debt
service for the note secured thereby), calculated at the interest rate
applicable to such Indebtedness, through (i) in the case of an interest
or interest and principal guaranty, the stated date of maturity of the
obligation (and commencing on the date interest could first be payable
thereunder), or (ii) in the case of an operating income guaranty, the
date through which such guaranty will remain in effect, and (b) with
respect to all guarantees not covered by the preceding clause (a) an
amount equal to the stated or determinable amount of the primary
obligation in respect of which such guaranty is made or, if not stated
or determinable, the maximum reasonably anticipated liability in respect
thereof (assuming such Person is required to perform thereunder) as
recorded on the balance sheet and on the footnotes to the most recent
financial statements of the applicable Borrower required to be delivered
pursuant hereto.  Notwithstanding anything contained herein to the
contrary, guarantees of completion shall not be deemed to be Contingent
Obligations unless and until a claim for payment has been made
thereunder, at which time any such guaranty of completion shall be
deemed to be a Contingent Obligation in an amount equal to any such
claim.  Subject to the preceding sentence, (i) in the case of a joint
and several guaranty given by such Person and another Person (but only
to the extent such guaranty is recourse, directly or indirectly to the
applicable Borrower), the amount of the guaranty shall be deemed to be
100% thereof unless and only to the extent that (X) such other Person
has delivered Cash or Cash Equivalents to secure all or any part of such
Person's guaranteed obligations or (Y) such other Person holds an
Investment Grade Credit Rating from either Moody's or S&P, and (ii) in
the case of a guaranty, (whether or not joint and several) of an
obligation otherwise constituting Debt of such Person, the amount of
such guaranty shall be deemed to be only that amount in excess of the
amount of the obligation constituting Indebtedness of such Person.
Notwithstanding anything contained herein to the contrary, "Contingent
Obligations" shall not be deemed to include guarantees of loan
commitments or of construction loans to the extent the same have not
been drawn.

          "Contractual Obligation", as applied to any Person, means any
provision of any Securities issued by that Person or any indenture,
mortgage, deed of trust, security agreement, pledge agreement, guaranty,
contract, undertaking, agreement or instrument to which that Person is a
party or by which it or any of its properties is bound, or to which it
or any of its properties is subject.

          "Credit Rating" means the publicly announced rating of a
Person given by Moody's or S&P.

          "Cure Loans" is defined in Section 4.2(b)(v)(C).

          "Customary Permitted Liens" means

          1.1.0.0.3.  Liens (other than Environmental Liens and
     Liens in favor of the PBGC) with respect to the payment of
     taxes, assessments or governmental charges in all cases which
     are not yet due or which are being contested in good faith by
     appropriate proceedings in accordance with Section 9.4 and
     with respect to which adequate reserves or other appropriate
     provisions are being maintained in accordance with GAAP;

          1.1.0.0.4.  statutory Liens of landlords against any Property
     of the Borrower or any of its Subsidiaries and Liens against any
     Property of the Borrower or any of its Subsidiaries in favor of
     suppliers, mechanics, carriers, materialmen, warehousemen or
     workmen and other Liens against any Property of the Borrower or any
     of its Subsidiaries imposed by law created in the ordinary course
     of business for amounts which, if not resolved in favor of the
     Borrower or such Subsidiary, could not result in a Material Adverse
     Effect;
          1.1.0.0.5.  Liens (other than any Lien in favor of the
     PBGC) incurred or deposits made in the ordinary course of
     business in connection with worker's compensation,
     unemployment insurance or other types of social security
     benefits or to secure the performance of bids, tenders, sales,
     contracts (other than for the repayment of borrowed money),
     surety, appeal and performance bonds; provided that (A) all
     such Liens do not in the aggregate materially detract from the
     value of the Borrower's or such Subsidiary's assets or
     Property or materially impair the use thereof in the operation
     of their respective businesses, and (B) all Liens of
     attachment or judgment and Liens securing bonds to stay
     judgments or in connection with appeals do not secure at any
     time an aggregate amount of recourse Indebtedness exceeding
     $10,000,000; and

          1.1.0.0.6.  Liens against any Property of the Borrower or
     any Subsidiary of the Borrower arising with respect to zoning
     restrictions, easements, licenses, reservations, covenants,
     rights-of-way, utility easements, building restrictions and
     other similar charges or encumbrances on the use of Real
     Property which do not interfere with the ordinary conduct of
     the business of the Borrower or any of its Subsidiaries to the
     extent it could not result in a Material Adverse Effect.

          "Debt Yield" is defined in Section 10.12(d).

          "Designated Bank" means a special purpose corporation that (i)
shall have become a party to this Agreement pursuant to Section 15.1(f),
and (ii) is not otherwise a Lender.

          "Designated Bank Notes" means promissory notes of the
Borrower, substantially in the form of Exhibit B-1 hereto, evidencing
the obligation of the Borrower to repay Money Market Loans made by
Designated Banks, as the same may be amended, supplemented, modified or
restated from time to time, and "Designated Bank Note" means any one of
such promissory notes issued under Section 15.1(f) hereof.

          "Designating Lender" shall have the meaning set forth in
Section 15.1(f) hereof.

          "Designation Agreement" means a designation agreement in
substantially the form of Exhibit K attached hereto, entered into by a
Lender and a Designated Bank and accepted by the Payment and
Disbursement Agent.

          "Designee Lender" is defined in Section 13.4.

          "DOL" means the United States Department of Labor and any
Person succeeding to the functions thereof.

          "Dollars" and "$" mean the lawful money of the United States.

          "Domestic Lending Office" means, with respect to any Lender,
such Lender's office, located in the United States, specified as the
"Domestic Lending Office" under its name on the signature pages hereof
or on the Assignment and Acceptance by which it became a Lender or such
other United States office of such Lender as it may from time to time
specify by written notice to the Borrower and the Payment and
Disbursement Agent.

          "Eligible Assignee" means (i) a Lender or any Affiliate
thereof; (ii) a commercial bank having total assets in excess of
$2,500,000,000; (iii) the central bank of any country which is a member
of the Organization for Economic Cooperation and Development; or (iv) a
finance company or other financial institution reasonably acceptable to
the Payment and Disbursement Agent, which is regularly engaged in
making, purchasing or investing in loans and having total assets in
excess of $300,000,000 or is otherwise reasonably acceptable to the
Payment and Disbursement Agent.

          "Environmental, Health or Safety Requirements of Law" means
all Requirements of Law derived from or relating to any  federal, state
or local law, ordinance, rule, regulation, Permit, license or other
binding determination of any Governmental Authority relating to,
imposing liability or standards concerning, or otherwise addressing the
environment, health and/or safety, including, but not limited to the
Clean Air Act, the Clean Water Act, CERCLA, RCRA, any so-called
"Superfund" or "Superlien" law, the Toxic Substances Control Act and
OSHA, and public health codes, each as from time to time in effect.

          "Environmental Lien" means a Lien in favor of any Governmental
Authority for any (i) liabilities under any Environmental, Health or
Safety Requirement of Law, or (ii) damages arising from, or costs
incurred by such Governmental Authority in response to, a Release or
threatened Release of a Contaminant into the environment.

          "Environmental Property Transfer Act"  means any applicable
Requirement of Law that conditions, restricts, prohibits or requires any
notification or disclosure triggered by the transfer, sale, lease or
closure of any Property or deed or title for any Property for
environmental reasons, including, but not limited to, any so-called
"Environmental Cleanup Responsibility Act" or "Responsible Property
Transfer Act".

          "Equipment" means equipment used in connection with the
maintenance of Projects and Properties.

          "ERISA" means the Employee Retirement Income Security Act of
1974, 29 U.S.C.  1000 et seq., any amendments thereto, any successor
statutes, and any regulations or guidance promulgated thereunder.

          "ERISA Affiliate" means (i) any corporation which is a member
of the same controlled group of corporations (within the meaning of
Section 414(b) of the Internal Revenue Code) as the Borrower; (ii) a
partnership or other trade or business (whether or not incorporated)
which is under common control (within the meaning of Section 414(c) of
the Internal Revenue Code) with the Borrower; and (iii) a member of the
same affiliated service group (within the meaning of Section 414(m) of
the Internal Revenue Code) as the Borrower, any corporation described in
clause (i) above or any partnership or trade or business described in
clause (ii) above.

          "ERISA Termination Event" means (i) a Reportable Event with
respect to any Plan; (ii) the withdrawal of the Borrower or any ERISA
Affiliate from a Plan during a plan year in which the Borrower or such
ERISA Affiliate was a "substantial employer" as defined in Section
4001(a)(2) of ERISA or the cessation of operations which results in the
termination of employment of 20% of Plan participants who are employees
of the Borrower or any ERISA Affiliate; (iii) the imposition of an
obligation on the Borrower or any ERISA Affiliate under Section 4041 of
ERISA to provide affected parties written notice of intent to terminate
a Plan in a distress termination described in Section 4041(c) of ERISA;
(iv) the institution by the PBGC of proceedings to terminate a Plan; (v)
any event or condition which might constitute grounds under Section 4042
of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan; or (vi) the partial or complete withdrawal of the
Borrower or any ERISA Affiliate from a Multiemployer Plan.

          "Eurodollar Affiliate" means, with respect to each Lender, the
Affiliate of such Lender (if any) set forth below such Lender's name
under the heading "Eurodollar Affiliate" on the signature pages hereof
or on the Assignment and Acceptance by which it became a Lender or such
Affiliate of a Lender as it may from time to time specify by written
notice to the Borrower and the Payment and Disbursement Agent.

          "Eurodollar Interest Period" is defined in Section 5.2(b)(i).

          "Eurodollar Interest Rate Determination Date" is defined in
Section 5.2(c)(i).

          "Eurodollar Lending Office" means, with respect to any Lender,
such Lender's office (if any) specified as the "Eurodollar Lending
Office" under its name on the signature pages hereof or on the
Assignment and Acceptance by which it became a Lender or such other
office or offices of such Lender as it may from time to time specify by
written notice to the Borrower and the Payment and Disbursement Agent.

          "Eurodollar Money Market Loan" means a Loan to be made by a
Lender pursuant to a LIBOR Auction (including such a Loan bearing
interest at the Base Rate pursuant to Section 5.2).

          "Eurodollar Rate" means, with respect to any Eurodollar
Interest Period applicable to a Eurodollar Rate Loan or a Money Market
Loan, an interest rate per annum obtained by dividing (i) the Base
Eurodollar Rate applicable to that Eurodollar Interest Period by (ii) a
percentage equal to 100% minus the Eurodollar Reserve Percentage in
effect on the relevant Eurodollar Interest Rate Determination Date.
          "Eurodollar Rate Loan" means (i) a Committed Loan which bears
interest at a rate determined by reference to the Eurodollar Rate and
the Applicable Margin for Eurodollar Rate Loans, as provided in Section
5.1(a) or (ii) an overdue amount which was a Eurodollar Rate Loan
immediately before it became due.

          "Eurodollar Reserve Percentage" means, for any day, that
percentage which is in effect on such day, as prescribed by the Federal
Reserve Board for determining the maximum reserve requirement
(including, without limitation, any emergency, supplemental or other
marginal reserve requirement) for a member bank of the Federal Reserve
System in New York, New York with deposits exceeding five billion
Dollars in respect of "Eurocurrency Liabilities" (or in respect of any
other category of liabilities which includes deposits by reference to
which the interest rate on Eurodollar Rate Loans is determined or any
category of extensions of credit or other assets which includes loans by
a non-United States office of any bank to United States residents).

          "Event of Default" means any of the occurrences set forth in
Section 11.1 after the expiration of any applicable grace period and the
giving of any applicable notice, in each case as expressly provided in
Section 11.1.

          "Existing Credit Agreement" is defined in the Recitals.

          "Extension Fee" means an amount equal to twenty-five (25)
basis points on the Maximum Revolving Credit Amount.

          "Extension Notice" is defined in Section 2.5.

          "Extension Option" is defined in Section 2.5.

          "Facility Fee" is defined in Section 5.3(a).

          "Facility Fee Percentage" means the applicable percentage per
annum determined, at any time, based on the range into which Borrower's
Credit Rating (if any) then falls, in accordance with the following
tables.  Any change in the Facility Fee Percentage shall be effective
immediately as of the date on which any of the rating agencies announces
a change in the Borrower's Credit Rating or the date on which the
Borrower has no Credit Rating, whichever is applicable.  The Facility
Fee shall not be payable during the time, from time to time, that the
Borrower does not maintain an Investment Grade Credit Rating.

          The Facility Fee Percentage during the time, from time to
time, that the Borrower maintains an Investment Grade Credit Rating by
either Moody's or S&P shall be as follows:

     Range of
     Borrower's               Percentage of
     Credit Rating            Maximum Revolving
     S&P/Moody's Ratings      Credit Commitments

     BBB-/Baa3                     0.20%
     BBB/Baa2                      0.20%
     BBB+/Baa1                     0.15%
     A-/A3                         0.15%

          If at any time the Borrower has a Credit Rating by both
     Moody's and S&P which Credit Ratings are split, then:  1.1.0.0.6.1.
     if the difference between such Credit Ratings is one ratings
     category (e.g. Baa2 by Moody's and BBB- by S&P), the Facility Fee
     Percentage shall be the rate per annum that would be applicable if
     the higher of the Credit Ratings were used; and 1.1.0.0.6.1. if the
     difference between such Credit Ratings is two ratings category
     (e.g. Baa1 by Moody's and BBB- by S&P), the Facility Fee Percentage
     shall be the rate per annum that would be applicable if the median
     of the applicable Credit Ratings is used.

          "Federal Funds Rate" means, for any period, a fluctuating
interest rate per annum equal for each day during such period to the
weighted average of the rates on overnight federal funds transactions
with members of the Federal Reserve System arranged by federal funds
brokers, as published for such day (or, if such day is not a Business
Day in New York, New York, for the next preceding Business Day) in New
York, New York by the Federal Reserve Bank of New York, or if such rate
is not so published for any day which is a Business Day in New York, New
York, the average of the quotations for such day on transactions by the
Reference Bank, as determined by the Payment and Disbursement Agent.

          "Federal Reserve Board" means the Board of Governors of the
Federal Reserve System or any Governmental Authority succeeding to its
functions.

          "Financial Statements" means (i) quarterly and annual
consolidated statements of income and retained earnings, statements of
cash flow, and balance sheets, (ii) such other financial statements as
any General Partner shall routinely and regularly prepare on a quarterly
or annual basis, and (iii) such other financial statements of the
Consolidated Businesses or Minority Holdings as the Arrangers or the
Requisite Lenders may from time to time reasonably specify; provided,
however, that the Financial Statements referenced in clauses (i) and
(ii) above shall be prepared in form satisfactory to the Payment and
Disbursement Agent.

          "Fiscal Year" means the fiscal year of the Company and the
Borrower for accounting and tax purposes, which shall be the 12-month
period ending on December 31 of each calendar year.

          "Funding Date" means, with respect to any Loan, the date of
funding of such Loan.

          "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the American Institute of
Certified Public Accountants' Accounting Principles Board and Financial
Accounting Standards Board or in such other statements by such other
entity as may be in general use by significant segments of the
accounting profession as in effect on the Closing Date (unless otherwise
specified herein as in effect on another date or dates).

          "General Partner" or "General Partners" means SPG, SD, the
Company and any successor general partner(s) of the Borrower.

          "Governmental Approval" means all right, title  and interest
in any existing or future certificates, licenses, permits, variances,
authorizations and approvals issued by any Governmental Authority having
jurisdiction with respect to any Project.

          "Governmental Authority" means any nation or government, any
federal, state, local or other political subdivision thereof and any
entity exercising executive, legislative, judicial, regulatory or
administrative functions of or pertaining to government.

          "Holder" means any Person entitled to enforce any of the
Obligations, whether or not such Person holds any evidence of
Indebtedness, including, without limitation, the Payment and
Disbursement Agent, each Arranger, and each other Lender.

          "IBOR Auction" means a solicitation of Money Market Quotes
setting forth Money Market Margins based on the IBOR Rate pursuant to
Section 2.2.; provided, however, that no IBOR Auction shall occur during
any IBOR Black-Out Period.

          "IBOR Black-Out Period" means the calendar days during each
calendar year commencing on March 15 through and including March 31 and
commencing on December 15 through and including December 31.

          "IBOR Interest Period" is defined in Section 5.2 (b)(v).

          "IBOR Interest Rate Determination Date" is defined in Section
5.2 (c)(ii).

          "IBOR Money Market Loan" means a Loan to be made by a Lender
pursuant to an IBOR Auction (including such a Loan bearing interest at
the Base Rate pursuant to Section 5.2).

          "IBOR Rate" means, for each IBOR Interest Period, a rate of
interest per annum equal to the arithmetic average (rounded to the
nearest 0.01%) of the rates at which deposits in Dollars in the
approximate amount of the relevant Loan and having a maturity nearest to
the applicable IBOR Interest Period are offered by the IBOR Reference
Banks to major banks in Dollars, as determined on the applicable IBOR
Interest Rate Determination Date.

          "IBOR Rate Loan" means (i) a Committed Loan which bears
interest at a rate determined by reference to the IBOR Rate and the
Applicable Margin for IBOR Rate Loans, as provided in Section 5.1(a) or
(ii) an overdue amount which was an IBOR Rate Loan immediately before it
became due.

          "IBOR Reference Banks" means, as of the Closing Date, each of
the Arrangers, MGT, Dresdner Bank AG, The Sumitomo Bank, Limited, and
thereafter any Lender designated by the Payment and Disbursement Agent.
          "Improvements" means all buildings, fixtures, structures,
parking areas, landscaping and all other improvements whether existing
now or hereafter constructed, together with all machinery and
mechanical, electrical, HVAC and plumbing systems presently located
thereon and used in the operation thereof, excluding (a) any such items
owned by utility service providers, (b) any such items owned by tenants
or other third-parties unaffiliated with the Borrower and (c) any items
of personal property.

          "Indebtedness", as applied to any Person, means, at any time,
without duplication, (a) all indebtedness, obligations or other
liabilities of such Person (whether consolidated or representing the
proportionate interest in any other Person) (i) for borrowed money
(including construction loans) or evidenced by debt securities,
debentures, acceptances, notes or other similar instruments, and any
accrued interest, fees and charges relating thereto, (ii) under profit
payment agreements or in respect of obligations to redeem, repurchase or
exchange any Securities of such Person or to pay dividends in respect of
any stock, (iii) with respect to letters of credit issued for such
Person's account, (iv) to pay the deferred purchase price of property or
services, except accounts payable and accrued expenses arising in the
ordinary course of business, (v) in respect of Capital Leases, (vi)
which are Contingent Obligations or (vii) under warranties and
indemnities; (b) all indebtedness, obligations or other liabilities of
such Person or others secured by a Lien on any property of such Person,
whether or not such indebtedness, obligations or liabilities are assumed
by such Person, all as of such time; (c) all indebtedness, obligations
or other liabilities of such Person in respect of interest rate
contracts and foreign exchange contracts, net of liabilities owed to
such Person by the counterparties thereon; (d) all preferred stock
subject (upon the occurrence of any contingency or otherwise) to
mandatory redemption; and (e) all contingent Contractual Obligations
with respect to any of the foregoing.

          "Indemnified Matters" is defined in Section 15.3.

          "Indemnitees" is defined in Section 15.3.

          "Initial Funding Date" means the date on or after August 25,
1999, on which all of the conditions described in Section 6.1 have been
satisfied (or waived) in a manner satisfactory to the Payment and
Disbursement Agent and the Lenders and on which the initial Loans under
this Agreement are made by the Lenders to the Borrower.

          "Interest Period" is defined in Section 5.2(b).

          "Interest Rate Hedges" is defined in Section 9.9.

          "Internal Revenue Code" means the Internal Revenue Code of
1986, as amended to the date hereof and from time to time hereafter, any
successor statute and any regulations or guidance promulgated
thereunder.

          "Investment" means, with respect to any Person, (i) any
purchase or other acquisition by that Person of Securities, or of a
beneficial interest in Securities, issued by any other Person, (ii) any
purchase by that Person of all or substantially all of the assets of a
business conducted by another Person, and (iii) any loan, advance (other
than deposits with financial institutions available for withdrawal on
demand, prepaid expenses, accounts receivable, advances to employees and
similar items made or incurred in the ordinary course of business) or
capital contribution by that Person to any other Person, including,
without limitation, all Indebtedness to such Person arising from a sale
of property by such Person other than in the ordinary course of its
business.  The amount of any Investment shall be the original cost of
such Investment, plus the cost of all additions thereto less the amount
of any return of capital or principal to the extent such return is in
cash with respect to such Investment without any adjustments for
increases or decreases in value or write-ups, write-downs or write-offs
with respect to such Investment.

          "Investment Grade" means (i) with respect to Moody's a Credit
Rating of Baa3 or higher and (ii) with respect to S&P, a Credit Rating
of BBB- or higher.

          "Investment Grade Credit Rating" means (i) a Credit Rating of
Baa3 or higher given by Moody's or (ii) a Credit Rating of BBB- or
higher given by S&P.

          "IRS" means the Internal Revenue Service and any Person
succeeding to the functions thereof.

          "Issuing Bank" is defined in Section 3.1.
          "knowledge" with reference to any General Partner, the
Borrower or any Subsidiary of the Borrower, means the actual knowledge
of such Person after reasonable inquiry (which reasonable inquiry shall
include, without limitation, interviewing and questioning such other
Persons as such General Partner, the Borrower or such Subsidiary of the
Borrower, as applicable, deems reasonably necessary).

          "Lead Arrangers" means UBS and Chase, and each successor
Arranger appointed pursuant to the terms of Article XII of this
Agreement.

          "Lease" means a lease, license, concession agreement or other
agreement providing for the use or occupancy of any portion of any
Project, including all amendments, supplements, modifications and
assignments thereof and all side letters or side agreements relating
thereto.

          "Lender" means (i) each of the Arrangers, the Co-Agents, and
each financial institution a signatory hereto as a Lender as of the
Closing Date and, at any other given time, each financial institution
which is a party hereto as a Arranger, Co-Agent or Lender, whether as a
signatory hereto or pursuant to an Assignment and Acceptance, and
regardless of the capacity in which such entity is acting (i.e. whether
as Payment and Disbursement Agent, Arranger, Co-Agent or Lender) and
(ii) each Designated Bank; provided, however, that the term "Lender"
shall exclude each Designated Bank when used in reference to a Committed
Loan, the Commitments or terms relating to the Committed Loans and the
Commitments and shall further exclude each Designated Bank for all other
purposes hereunder (including, without limitation, for purposes of
Section 13.4 hereof) except that any Designated Bank which funds a Money
Market Loan shall, subject to Section 15.1(f), have the rights
(including, without limitation, the rights given to a Lender contained
in Section 15.2 and otherwise in Article XV) and obligations of a Lender
associated with holding such Money Market Loan.

          "Letter of Credit" means any Commercial Letter of Credit or
Standby Letter of Credit.

          "Letter of Credit Obligations" means, at any particular time,
the sum of (i) all outstanding Reimbursement Obligations, and (ii) the
aggregate undrawn face amount of all outstanding Letters of Credit, and
(iii) the aggregate face amount of all Letters of Credit requested by
the Borrower but not yet issued.

          "Letter of Credit Reimbursement Agreement" means, with respect
to a Letter of Credit, such form of application therefor and form of
reimbursement agreement therefor (whether in a single or several
documents, taken together) as an Issuing Bank may employ in the ordinary
course of business for its own account, with such modifications thereto
as may be agreed upon by such Issuing Bank and the Borrower and as are
not materially adverse (in the judgment of such Issuing Bank and the
Payment and Disbursement Agent) to the interests of the Lenders;
provided, however, in the event of any conflict between the terms of any
Letter of Credit Reimbursement Agreement and this Agreement, the terms
of this Agreement shall control.

          "Liabilities and Costs" means all liabilities, obligations,
responsibilities, losses, damages, personal injury, death, punitive
damages, economic damages, consequential damages, treble damages,
intentional, willful or wanton injury, damage or threat to the
environment, natural resources or public health or welfare, costs and
expenses (including, without limitation, attorney, expert and consulting
fees and costs of investigation, feasibility or Remedial Action
studies), fines, penalties and monetary sanctions, interest, direct or
indirect, known or unknown, absolute or contingent, past, present or
future.

          "LIBOR Auction" means a solicitation of Money Market Quotes
setting forth Money Market Margins based on the Eurodollar Rate pursuant
to Section 2.2.

          "Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment, conditional sale agreement, deposit
arrangement, security interest, encumbrance, lien (statutory or other
and including, without limitation, any Environmental Lien), preference,
priority or other security agreement or preferential arrangement of any
kind or nature whatsoever in respect of any property of a Person,
whether granted voluntarily or imposed by law, and includes the interest
of a lessor under a Capital Lease or under any financing lease having
substantially the same economic effect as any of the foregoing and the
filing of any financing statement or similar notice (other than a
financing statement filed by a "true" lessor pursuant to  9-408 of the
Uniform Commercial Code), naming the owner of such property as debtor,
under the Uniform Commercial Code or other comparable law of any
jurisdiction.

          "Limited Minority Holdings" means Minority Holdings in which
(i) Borrower has a less than fifty percent (50%) ownership interest and
(ii) neither the Borrower nor the Company directly or indirectly
controls the management of such Minority Holdings, whether as the
general partner or managing member of such Minority Holding, or
otherwise. As used in this definition only, the term "control" shall
mean the authority to make major management decisions or the management
of day-to-day operations of such entity and shall include instances in
which the Management Company manages the day-to-day leasing, management,
control or development of the Properties of such Minority Interest
pursuant to the terms of a management agreement.

          "Limited Partners" means those Persons who from time to time
are limited partners of the Borrower; and "Limited Partner" means each
of the Limited Partners, individually.

          "Loan Account" is defined in Section 4.3(b).

          "Loan Documents" means this Agreement, the Notes and all other
instruments, agreements and written Contractual Obligations between the
Borrower and any of the Lenders pursuant to or in connection with the
transactions contemplated hereby.

          "Loans" means Committed Loans and Money Market Loans.

          "Management Company" means, collectively, (i) M.S. Management
Associates, Inc., a Delaware corporation and its wholly-owned or
controlled Subsidiaries and (ii) such other property management
companies controlled (directly or indirectly) by the Company for which
the Borrower has previously provided the Payment and Disbursement Agent
with: (1) notice of such property management company, and (2) evidence
reasonably satisfactory to the Payment and Disbursement Agent that such
property management company is controlled (directly or indirectly) by
the Company.

          "Managing Agents" means PNC Bank, National Association,
National City Bank of Indiana, Key Bank, National Association, U.S. Bank
National Association, Guaranty Federal Bank, F.S.B., KBC Bank N.V. and
Bayerische Landesbank, Cayman Islands Branch.

          "Margin Stock" means "margin stock" as such term is defined in
Regulation U.

          "Material Adverse Effect" means a material adverse effect upon
(i) the financial condition or assets of the Borrower and its
Subsidiaries taken as a whole, (ii) the ability of the Borrower to
perform its obligations under the Loan Documents, or (iii) the ability
of the Lenders or the Payment and Disbursement Agent to enforce any of
the Loan Documents.

          "Maximum Revolving Credit Amount" means, at any particular
time, the Revolving Credit Commitments at such time.

          "MGT" means Morgan Guaranty Trust Company of New York.

          "MIS" means a computerized management information system for
recording and maintenance of information regarding purchases, sales,
aging, categorization, and locations of Properties, creation and aging
of receivables, and accounts payable (including agings thereof).

          "Minority Holdings"  means partnerships, joint ventures and
corporations held or owned by the Borrower or a General Partner which
are not wholly-owned by the Borrower or a General Partner.

          "Money Market Lender" means, as to each Money Market Loan, the
Lender funding such Money Market Loan.

          "Money Market Lending Office" means, as to each Lender, its
Domestic Lending Office or such other office, branch or affiliate of
such Lender as it may hereafter designate as its Money Market Lending
Office by notice to the Borrower and the Payment and Disbursement Agent.

          "Money Market Loan" means a loan to be made by a Lender
pursuant to a LIBOR Auction or an IBOR Auction (including such a loan
bearing interest at the Base Rate pursuant to Section 5.2).

          "Money Market Margin" has the meaning set forth in Section
2.2.

          "Money Market Quote" means an offer by a Lender to make a
Money Market Loan in accordance with Section 2.2.

          "Money Market Rate" has the meaning set forth in Section 2.2.

          "Moody's" means Moody's Investor Services, Inc.

          "Multiemployer Plan" means a "multiemployer plan" as defined
in Section 4001(a)(3) of ERISA which is, or within the immediately
preceding six (6) years was, contributed to by either the Borrower or
any ERISA Affiliate or in respect of which the Borrower or any ERISA
Affiliate has assumed any liability.

          "Non Pro Rata Loan" is defined in Section 4.2 (b)(v).

          "Note" means a promissory note in the form attached hereto as
Exhibit B payable to a Lender, evidencing certain of the Obligations of
the Borrower to such Lender and executed by the Borrower as required by
Section 4.3(a), as the same may be amended, supplemented, modified or
restated from time to time, together with the Designated Bank Notes;
"Notes" means, collectively, all of such Notes outstanding at any given
time.

          "Notice of Borrowing" means a Notice of Committed Borrowing or
a Notice of Money Market Borrowing.

          "Notice of Committed Borrowing" means a notice substantially
in the form of Exhibit C attached hereto and made a part hereof.

          "Notice of Conversion/Continuation" means a notice
substantially in the form of Exhibit D attached hereto and made a part
hereof with respect to a proposed conversion or continuation of a Loan
pursuant to Section 5.1(c).

          "Notice of Money Market Borrowing" has the meaning set forth
in Section 2.2.

          "Obligations" means all Loans, advances, debts, liabilities,
obligations, covenants and duties owing by the Borrower to the Payment
and Disbursement Agent, any Arranger, any Co-Agent, any other Lender,
any Affiliate of the Payment and Disbursement Agent, the Arrangers, the
Co-Agents, any other Lender, or any Person entitled to indemnification
pursuant to Section 15.3 of this Agreement, of any kind or nature,
arising under this Agreement, the Notes or any other Loan Document.  The
term includes, without limitation, all interest, charges, expenses,
fees, reasonable attorneys' fees and disbursements and any other sum
chargeable to the Borrower under this Agreement or any other Loan
Document.

          "Officer's Certificate" means, as to a corporation, a
certificate executed on behalf of such corporation by the chairman of
its board of directors (if an officer of such corporation) or its chief
executive officer, president, any of its vice-presidents, its chief
financial officer, or its treasurer and, as to a partnership, a
certificate executed on behalf of such partnership by the chairman of
the board of directors (if an officer of such corporation) or chief
executive officer, president, any vice-president, or treasurer of the
general partner of such partnership.

          "Operating Lease" means, as applied to any Person, any lease
of any property (whether real, personal or mixed) by that Person as
lessee which is not a Capital Lease.

          "Organizational Documents" means, with respect to any
corporation, limited liability company, or partnership (i) the
articles/certificate of incorporation (or the equivalent organizational
documents) of such corporation or limited liability company, (ii) the
partnership agreement executed by the partners in the partnership, (iii)
the by-laws (or the equivalent governing documents) of the corporation,
limited liability company or partnership, and (iv) any document setting
forth the designation, amount and/or relative rights, limitations and
preferences of any class or series of such corporation's Capital Stock
or such limited liability company's or partnership's equity or ownership
interests.

          "OSHA" means the Occupational Safety and Health Act of 1970,
29 U.S.C.  651 et seq., any amendments thereto, any successor statutes
and any regulations or guidance promulgated thereunder.

          "Payment and Disbursement Agent" is UBS, and each successor
payment and disbursement agent appointed pursuant to the terms of
Article XII of this Agreement.

          "PBGC" means the Pension Benefit Guaranty Corporation and any
Person succeeding to the functions thereof.

          "Permits" means any permit, consent, approval, authorization,
license, variance, or permission required from any Person, including any
Governmental Approvals.

          "Permitted Securities Options" means the subscriptions,
options, warrants, rights, convertible Securities and other agreements
or commitments relating to the issuance of the Borrower's Securities or
the Company's Capital Stock identified as such on Schedule 1.1.4.

          "Person" means any natural person, corporation, limited
liability company, limited partnership, general partnership, joint stock
company, joint venture, association, company, trust, bank, trust
company, land trust, business trust or other organization, whether or
not a legal entity, and any Governmental Authority.

          "Plan" means an employee benefit plan defined in Section 3(3)
of ERISA in respect of which the Borrower or any ERISA Affiliate is, or
within the immediately preceding six (6) years was, an "employer" as
defined in Section 3(5) of ERISA or the Borrower or any ERISA Affiliate
has assumed any liability.

          "Potential Event of Default" means an event that has occurred
with respect to the Borrower which, with the giving of notice or the
lapse of time, or both, would constitute an Event of Default.

          "Prepayment Date" is defined in Section 4.1(d).

          "Process Agent" is defined in Section 15.17(a).

          "Project" means any shopping center, retail property and mixed-
use property owned, directly or indirectly, by any of the Consolidated
Businesses or Minority Holdings.

          "Property" means any Real Property or personal property,
plant, building, facility, structure, underground storage tank or unit,
equipment, general intangible, receivable, or other asset owned, leased
or operated by any Consolidated Business or any Minority Holding
(including any surface water thereon or adjacent thereto, and soil and
groundwater thereunder).

          "Pro Rata Share" means, with respect to any Lender, the
percentage obtained by dividing (i) the sum of such Lender's Revolving
Credit Commitment (in each case, as adjusted from time to time in
accordance with the provisions of this Agreement or any Assignment and
Acceptance to which such Lender is a party) by (ii) the aggregate amount
of all of the Revolving Credit Commitments.

          "RCRA" means the Resource Conservation and Recovery Act of
1976, 42 U.S.C.  6901 et seq., any amendments thereto, any successor
statutes, and any regulations or guidance promulgated thereunder.

          "Real Property" means all of the Borrower's present and future
right, title and interest (including, without limitation, any leasehold
estate) in (i) any plots, pieces or parcels of land, (ii) any
Improvements of every nature whatsoever (the rights and interests
described in clauses (i) and (ii) above being the "Premises"), (iii) all
easements, rights of way, gores of land or any lands occupied by
streets, ways, alleys, passages, sewer rights, water courses, water
rights and powers, and public places adjoining such land, and any other
interests in property constituting appurtenances to the Premises, or
which hereafter shall in any way belong, relate or be appurtenant
thereto, (iv) all hereditaments, gas, oil, minerals (with the right to
extract, sever and remove such gas, oil and minerals), and easements, of
every nature whatsoever, located in, on or benefitting the Premises and
(v) all other rights and privileges thereunto belonging or appertaining
and all extensions, additions, improvements, betterments, renewals,
substitutions and replacements to or of any of the rights and interests
described in clauses (iii) and (iv) above.

          "Reference Bank" means UBS.
          "Register" is defined in Section 15.1(c).

          "Regulation A" means Regulation A of the Federal Reserve Board
as in effect from time to time.

          "Regulation T" means Regulation T of the Federal Reserve Board
as in effect from time to time.

          "Regulation U" means Regulation U of the Federal Reserve Board
as in effect from time to time.

          "Regulation X" means Regulation X of the Federal Reserve Board
as in effect from time to time.

          "Reimbursement Date" is defined in Section 3.1(d)(i)(A).

          "Reimbursement Obligations" means the aggregate non-contingent
reimbursement or repayment obligations of the Borrower with respect to
amounts drawn under Letters of Credit.

          "REIT" means a domestic trust or corporation that qualifies as
a real estate investment trust under the provisions of Sections 856, et
seq. of the Internal Revenue Code.

          "Release" means any release, spill, emission, leaking,
pumping, pouring, dumping, injection, deposit, disposal, abandonment, or
discarding of barrels, containers or other receptacles, discharge,
emptying, escape, dispersal, leaching or migration into the indoor or
outdoor environment or into or out of any Property, including the
movement of Contaminants through or in the air, soil, surface water,
groundwater or Property.

          "Remedial Action" means actions required to (i) clean up,
remove, treat or in any other way address Contaminants in the indoor or
outdoor environment; (ii) prevent the Release or threat of Release or
minimize the further Release of Contaminants; or (iii) investigate and
determine if a remedial response is needed and to design such a response
and post-remedial investigation, monitoring, operation and maintenance
and care.

          "Reportable Event" means any of the events described in
Section 4043(b) of ERISA and the regulations promulgated thereunder as
in effect from time to time but not including any such event as to which
the thirty (30) day notice requirement has been waived by applicable
PBGC regulations.

          "Requirements of Law" means, as to any Person, the charter and
by-laws or other organizational or governing documents of such Person,
and any law, rule or regulation, or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or
binding upon such Person or any of its property or to which such Person
or any of its property is subject including, without limitation, the
Securities Act, the Securities Exchange Act, Regulations T, U and X,
ERISA, the Fair Labor Standards Act, the Worker Adjustment and
Retraining Notification Act, Americans with Disabilities Act of 1990,
and any certificate of occupancy, zoning ordinance, building,
environmental or land use requirement or Permit and Environmental,
Health or Safety Requirement of Law.

          "Requisite Lenders" means Lenders whose Pro Rata Shares, in
the aggregate, are greater than sixty-six and two-thirds percent
(66.67%); provided, however, that, in the event any of the Lenders shall
have failed to fund its Pro Rata Share of any Loan requested by the
Borrower which such Lenders are obligated to fund under the terms of
this Agreement and any such failure has not been cured as provided in
Section 4.2(b)(v)(B), then for so long as such failure continues,
"Requisite Lenders" means Lenders (excluding all Lenders whose failure
to fund their respective Pro Rata Shares of such Loans have not been so
cured) whose Pro Rata Shares represent more than sixty-six and two-
thirds percent (66.67%) of the aggregate Pro Rata Shares of such
Lenders; provided, further, however, that, in the event that the
Revolving Credit Commitments have been terminated pursuant to the terms
of this Agreement, "Requisite Lenders" means Lenders (without regard to
such Lenders' performance of their respective obligations hereunder)
whose aggregate ratable shares (stated as a percentage) of the aggregate
outstanding principal balance of all Loans are greater than sixty-six
and two-thirds percent (66.67%).

          "Retained Properties" shall mean those real properties more
particularly described on Schedule 15.23 hereto.

          "Revolving Credit Availability" means, at any particular time,
the amount by which the Maximum Revolving Credit Amount at such time
exceeds the Revolving Credit Obligations at such time.

          "Revolving Credit Commitment" means, with respect to any
Lender, the obligation of such Lender to make Committed Loans and to
participate in Letters of Credit pursuant to the terms and conditions of
this Agreement, and which shall not exceed the principal amount set
forth opposite such Lender's name under the heading "Revolving Credit
Commitment" on the signature pages hereof or the signature page of the
Assignment and Acceptance by which it became a Lender, as modified from
time to time pursuant to the terms of this Agreement or to give effect
to any applicable Assignment and Acceptance, and "Revolving Credit
Commitments" means the aggregate principal amount of the Revolving
Credit Commitments of all the Lenders, the maximum amount of which shall
be $1,250,000,000, as reduced from time to time pursuant to Section 4.1.

          "Revolving Credit Obligations" means, at any particular time,
the sum of (i) the outstanding principal amount of the Committed Loans
at such time, plus (ii) the Letter of Credit Obligations at such time,
plus (iii) the outstanding principal amount of the Money Market Loans at
such time.

          "Revolving Credit Period" means the period from the Initial
Funding Date to the Business Day next preceding the Revolving Credit
Termination Date.

          "Revolving Credit Termination Date" means the earlier to occur
of (i) August 25, 2002 (or, if not a Business Day, the next preceding
Business Day), provided, however, that the Revolving Credit Termination
Date may be extended until August 25, 2003 (or, if not a Business Day,
the next preceding Business Day) in accordance with the provisions of
Section 2.5 hereof; and (ii) the date of termination of the Revolving
Credit Commitments pursuant to the terms of this Agreement.

          "S&P" means Standard & Poor's Ratings Service.

          "SD" means SD Property Group, Inc., an Ohio corporation
(formerly known as DeBartolo Realty Corporation).
          "Secured Indebtedness" means any Indebtedness secured by a
Lien.

          "Securities" means any stock, shares, voting trust
certificates, partnership interests, bonds, debentures, notes or other
evidences of indebtedness, secured or unsecured, convertible,
subordinated or otherwise, or in general any instruments commonly known
as "securities", including, without limitation, any "security" as such
term is defined in Section 8-102 of the Uniform Commercial Code, or any
certificates of interest, shares, or participations in temporary or
interim certificates for the purchase or acquisition of, or any right to
subscribe to, purchase or acquire any of the foregoing, but shall not
include the Notes or any other evidence of the Obligations.

          "Securities Act" means the Securities Act of 1933, as amended
from time to time, and any successor statute.

          "Securities Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor statute.

          "Senior Managing Agents" means Citicorp Real Estate, Inc.,
Fleet National Bank, Bayerische Hypo- Und Vereinsbank AG, acting through
its New York Branch, and Commerzbank AG, New York Branch.

          "Solvent", when used with respect to any Person, means that at
the time of determination:

          1.1.0.0.7.  the fair saleable value of its assets is in
     excess of the total amount of its liabilities (including,
     without limitation, contingent liabilities); and

         1.1.0.0.8.  the present fair saleable value of its assets
     is greater than its probable liability on its existing debts
     as such debts become absolute and matured; and

        1.1.0.0.9.  it is then able and expects to be able to pay its
     debts (including, without limitation, contingent debts and other
     commitments) as they mature; and

         1.1.0.0.10.  it has capital sufficient to carry on its business
     as conducted and as proposed to be conducted.
          "SPG" means SPG Properties, Inc., a Maryland corporation.

          "Standby Letter of Credit" means any letter of credit issued
by an Issuing Bank pursuant to Section 3.1 for the account of the
Borrower, which is not a Commercial Letter of Credit.

          "Subsidiary" of a Person means any corporation, limited
liability company, general or limited partnership, or other entity of
which securities or other ownership interests having ordinary voting
power to elect a majority of the board of directors or other persons
performing similar functions are at the time directly or indirectly
owned or controlled by such Person, one or more of the other
subsidiaries of such Person or any combination thereof.

          "Taxes" is defined in Section 13.1(a).

          "Tenant Allowance" means a cash allowance paid to a tenant by
the landlord pursuant to a Lease.

          "TI Work" means any construction or other "build-out" of
tenant leasehold improvements to the space demised to such tenant under
Leases (excluding such tenant's furniture, fixtures and equipment)
performed pursuant to the terms of such Leases, whether or not such
tenant improvement work is performed by or on behalf of the landlord or
as part of a Tenant Allowance.

          "Total Adjusted Outstanding Indebtedness" means, for any
period, the sum of (i) the amount of Indebtedness of the Consolidated
Businesses set forth on the then most recent quarterly financial
statements of the Borrower and (ii) the outstanding amount of Minority
Holding Indebtedness allocable in accordance with GAAP to any of the
Consolidated Businesses as of the time of determination and (iii) the
Contingent Obligations of the Consolidated Businesses and, to the extent
allocable to the Consolidated Businesses in accordance with GAAP, of the
Minority Holdings.

          "Total Unsecured Outstanding Indebtedness" means that portion
of Total Adjusted Outstanding Indebtedness that is not secured by a
Lien.

          "UBS" means UBS AG, Stamford Branch.

          "Unencumbered Combined EBITDA" means that portion of Combined
EBITDA which represents revenues earned from the Management Company (up
to 5% of Combined EBITDA) or from   Real Property that is not subject to
or encumbered by Secured Indebtedness and is not subject to any
agreements (other than those agreements more particularly described on
Schedule 1.1.5), the effect of which would be to restrict, directly or
indirectly, the ability of the owner of such Property from granting
Liens thereon, calculated on the first day of each fiscal quarter for
the four immediately preceding consecutive fiscal quarters.

          "Uniform Commercial Code" means the Uniform Commercial Code as
enacted in the State of New York, as it may be amended from time to
time.

          "Unsecured Debt Yield" is defined in Section 10.12(e).

          "Unsecured Interest Expense" means the interest expense
incurred on the Total Unsecured Outstanding Indebtedness.

          "Unused Commitment Fee" is defined in Section 5.3 (b).

          "Unused Commitment Fee Percentage" shall be 0.25%.  The Unused
Commitment Fee shall not be payable during the time, from time to time,
that the Borrower maintains an Investment Grade Credit Rating.

          "Unused Facility" shall mean the amount, calculated daily, by
which the Revolving Credit Commitments exceed the sum of (i) the
outstanding principal amount of the Committed Loans, plus (ii) the
outstanding Reimbursement Obligations, plus (iii) the aggregate undrawn
face amount of all outstanding Letters of Credit.

                  1.2.  Computation of Time Periods.  In this
                  Agreement, in the computation of periods of time
                  from a specified date to a later specified date, the
                  word "from" means "from and including" and the words
                  "to" and "until" each mean "to but excluding".
                  Periods of days referred to in this Agreement shall
                  be counted in calendar days unless Business Days are
                  expressly prescribed.  Any period determined
                  hereunder by reference to a month or months or year
                  or years shall end on the day in the relevant
                  calendar month in the relevant year, if applicable,
                  immediately preceding the date numerically
                  corresponding to the first day of such period,
                  provided that if such period commences on the last
                  day of a calendar month (or on a day for which there
                  is no numerically corresponding day in the calendar
                  month during which such period is to end), such
                  period shall, unless otherwise expressly required by
                  the other provisions of this Agreement, end on the
                  last day of the calendar month.

                  1.3.  Accounting Terms.  Subject to Section 15.4,
                  for purposes of this Agreement, all accounting terms
                  not otherwise defined herein shall have the meanings
                  assigned to them in conformity with GAAP.

                  1.4.  Other Terms.  All other terms contained in
                  this Agreement shall, unless the context indicates
                  otherwise, have the meanings assigned to such terms
                  by the Uniform Commercial Code to the extent the
                  same are defined therein.


                               ARTICLE 2.
                       AMOUNTS AND TERMS OF LOANS

                  2.1.  Committed Loans.

                  2.1.1.Availability.  Subject to the terms and
                  conditions set forth in this Agreement, each Lender
                  hereby severally and not jointly agrees to make
                  revolving loans, in Dollars (each individually, a
                  "Committed Loan" and, collectively, the "Committed
                  Loans") to the Borrower from time to time during the
                  Revolving Credit Period, in an amount not to exceed
                  such Lender's Pro Rata Share of the Revolving Credit
                  Availability at such time.  All Committed Loans
                  comprising the same Borrowing under this Agreement
                  shall be made by the Lenders simultaneously and
                  proportionately to their then respective Pro Rata
                  Shares, it being understood that no Lender shall be
                  responsible for any failure by any other Lender to
                  perform its obligation to make a Committed Loan
                  hereunder nor shall the Revolving Credit Commitment
                  of any Lender be increased or decreased as a result
                  of any such failure.  Subject to the provisions of
                  this Agreement, the Borrower may repay any
                  outstanding Committed Loan on any day which is a
                  Business Day and any amounts so repaid may be
                  reborrowed, up to the amount available under this
                  Section 2.1(a) at the time of such Borrowing, until
                  the Business Day next preceding the Revolving Credit
                  Termination Date.  Each requested Borrowing of
                  Committed Loans funded on any Funding Date shall be
                  in a principal amount of at least $1,500,000;
                  provided, however, that if the Revolving Credit
                  Availability at the time of such requested Borrowing
                  is less than $1,500,000, then the requested
                  Borrowing shall be for the total amount of the
                  Revolving Credit Availability.

                  2.1.2.Notice of Committed Borrowing.  When the
                  Borrower desires to borrow under this Section 2.1,
                  it shall deliver to the Payment and Disbursement
                  Agent a Notice of Committed Borrowing, signed by it
                  (i) no later than 12:00 noon (New York time) on the
                  Business Day immediately preceding the proposed
                  Funding Date, in the case of a Borrowing of Base
                  Rate Loans, (ii) no later than 10:00 a.m. (New York
                  time) on the Business Day immediately preceding the
                  proposed Funding Date, in the case of a Borrowing of
                  IBOR Rate Loans and (iii) no later than 11:00 a.m.
                  (New York time) at least three (3) Business Days in
                  advance of the proposed Funding Date, in the case of
                  a Borrowing of Eurodollar Rate Loans; provided,
                  however, that, except in connection with the
                  funding(s) of the acquisition of the assets of New
                  England Development, no Borrowing may be made within
                  less than two (2) Business Days after any given
                  Borrowing.  Such Notice of Committed Borrowing shall
                  specify (i) the proposed Funding Date (which shall
                  be a Business Day), (ii) the amount of the proposed
                  Borrowing, (iii) the Revolving Credit Availability
                  as of the date of such Notice of Borrowing, (iv)
                  whether the proposed Borrowing will be of Base Rate
                  Loans, Eurodollar Rate Loans or IBOR Rate Loans, (v)
                  in the case of Eurodollar Rate Loans or IBOR Rate
                  Loans, the requested Eurodollar Interest Period or
                  IBOR Interest Period, as applicable, and (vi)
                  instructions for the disbursement of the proceeds of
                  the proposed Borrowing.  In lieu of delivering such
                  a Notice of Committed Borrowing (except with respect
                  to a Borrowing of Committed Loans on the Initial
                  Funding Date), the Borrower may give the Payment and
                  Disbursement Agent telephonic notice of any proposed
                  Borrowing by the time required under this Section
                  2.1(b), if the Borrower confirms such notice by
                  delivery of the Notice of Borrowing to the Payment
                  and Disbursement Agent by facsimile transmission
                  promptly, but in no event later than 3:00 p.m. (New
                  York time) on the same day.  Any Notice of Borrowing
                  (or telephonic notice in lieu thereof) given
                  pursuant to this Section 2.1(b) shall be
                  irrevocable.

               2.1.2.0.1.     Making of Loans.  2.1.2.0.1.  Promptly
     after receipt of a Notice of Committed Borrowing under Section
     2.1(b) (or telephonic notice in lieu thereof), the Payment and
     Disbursement Agent shall notify each Lender by facsimile
     transmission, or other similar form of transmission, of the
     proposed Borrowing (which notice to the Lenders, in the case of a
     Borrowing of Eurodollar Rate Loans, shall be at least three (3)
     Business Days in advance of the proposed Funding Date for such
     Loans).  Each Lender shall deposit an amount equal to its Pro Rata
     Share of the Borrowing requested by the Borrower with the Payment
     and Disbursement Agent at its office in New York, New York, in
     immediately available funds, not later than 12:00 noon (New York
     time) on the respective Funding Date therefor.  Subject to the
     fulfillment of the conditions precedent set forth in Section 6.1 or
     Section 6.2, as applicable, the Payment and Disbursement Agent
     shall make the proceeds of such amounts received by it available to
     the Borrower at the Payment and Disbursement Agent's office in New
     York, New York on such Funding Date (or on the date received if
     later than such Funding Date) and shall disburse such proceeds in
     accordance with the Borrower's disbursement instructions set forth
     in the applicable Notice of Borrowing.  The failure of any Lender
     to deposit the amount described above with the Payment and
     Disbursement Agent on the applicable Funding Date shall not relieve
     any other Lender of its obligations hereunder to make its Committed
     Loan on such Funding Date. In the event the conditions precedent
     set forth in Section 6.1 or 6.2 are not fulfilled as of the
     proposed Funding Date for any Borrowing, the Payment and
     Disbursement Agent shall promptly return, by wire transfer of
     immediately available funds, the amount deposited by each Lender to
     such Lender.

               2.1.2.0.2.  Unless the Payment and Disbursement Agent
     shall have been notified by any Lender on the Business Day
     immediately preceding the applicable Funding Date in respect of any
     Borrowing that such Lender does not intend to fund its Committed
     Loan requested to be made on such Funding Date, the Payment and
     Disbursement Agent may assume that such Lender has funded its
     Committed Loan and is depositing the proceeds thereof with the
     Payment and Disbursement Agent on the Funding Date therefor, and
     the Payment and Disbursement Agent in its sole discretion may, but
     shall not be obligated to, disburse a corresponding amount to the
     Borrower on the applicable Funding Date.  If the Loan proceeds
     corresponding to that amount are advanced to the Borrower by the
     Payment and Disbursement Agent but are not in fact deposited with
     the Payment and Disbursement Agent by such Lender on or prior to
     the applicable Funding Date, such Lender agrees to pay, and in
     addition the Borrower agrees to repay, to the Payment and
     Disbursement Agent forthwith on demand such corresponding amount,
     together with interest thereon, for each day from the date such
     amount is disbursed to or for the benefit of the Borrower until the
     date such amount is paid or repaid to the Payment and Disbursement
     Agent, at the interest rate applicable to such Borrowing.  If such
     Lender shall pay to the Payment and Disbursement Agent the
     corresponding amount, the amount so paid shall constitute such
     Lender's Committed Loan, and if both such Lender and the Borrower
     shall pay and repay such corresponding amount, the Payment and
     Disbursement Agent shall promptly pay to the Borrower such
     corresponding amount.  This Section 2.1(c)(ii) does not relieve any
     Lender of its obligation to make its Committed Loan on any
     applicable Funding Date.

                   2.2.  Money Market Loans.

                   2.2.1.  The Money Market Option.  From time to time
                   during the Revolving Credit Period, and provided
                   that at such time the Borrower maintains an
                   Investment Grade Credit Rating, the Borrower may, as
                   set forth in this Section 2.2, request the Lenders
                   during the Revolving Credit Period to make offers to
                   make Money Market Loans to the Borrower, provided
                   that the aggregate outstanding amount of such Money
                   Market Loans shall not exceed, at any time, the
                   lesser of (i) fifty percent (50%) of the Maximum
                   Revolving Credit Amount and (ii) the Revolving
                   Credit Availability.  Subject to the provisions of
                   this Agreement, the Borrower may repay any
                   outstanding Money Market Loan on any day which is a
                   Business Day and any amounts so repaid may be
                   reborrowed, up to the amount available under this
                   Section 2.2(a) at the time of such Borrowing, until
                   the Business Day next preceding the Revolving Credit
                   Termination Date.  The Lenders may, but shall have
                   no obligation to, make such offers and the Borrower
                   may, but shall have no obligation to, accept any
                   such offers in the manner set forth in this Section
                   2.2.

                   2.2.2.    Money Market Quote Request.  When the
                   Borrower wishes to request offers to make Money
                   Market Loans under this Section, it shall transmit
                   to the Payment and Disbursement Agent by telex or
                   facsimile transmission a Money Market Quote Request
                   substantially in the form of Exhibit H hereto so as
                   to be received not later than 10:30 A.M. (New York
                   City time) on the fifth (5th) Business Day prior to
                   the date of Borrowing proposed therein (or such
                   other time or date as the Borrower and the Payment
                   and Disbursement Agent shall have mutually agreed
                   and shall have notified to the Lenders not later
                   than the date of the Money Market Quote Request for
                   the first LIBOR Auction or IBOR Auction (as
                   applicable) for which such change is to be
                   effective) specifying:

          2.2.2.0.1. whether the proposed Borrowing is to be of
     Eurodollar Money Market Loans or IBOR Money Market Loans,

          2.2.2.0.2.  the proposed date of Borrowing, which shall be a
     Business Day,

          2.2.2.0.3.  the aggregate amount of such Borrowing, which
     shall be $25,000,000 or a larger multiple of $1,000,000,

               2.2.2.0.4.  the duration of the Eurodollar Interest
     Period applicable thereto, or the IBOR Interest Period applicable
     thereto (as applicable), subject, in each case, to the provisions
     of Section 5.2(b), and

          (iv) the amount of all Money Market Loans then outstanding
(which, together with the requested Borrowing shall not exceed, in the
aggregate, the lesser of (A) fifty percent (50%) of the Maximum
Revolving Credit Amount and (B) the Revolving Credit Availability).

The Borrower may request offers to make Money Market Loans for more than
one Eurodollar Interest Period or IBOR Interest Period in a single Money
Market Quote Request.  Borrower may not make more than three (3) Money
Market Quote Requests in any thirty-day Eurodollar Interest Period.

                     2.2.3.       Invitation for Money Market Quotes.
                     Promptly upon receipt of a Money Market Quote
                     Request, the Payment and Disbursement Agent shall
                     send to the Lenders by telex or facsimile
                     transmission an Invitation for Money Market
                     Quotes substantially in the form of Exhibit I
                     hereto, which shall constitute an invitation by
                     the Borrower to each Lender to submit Money
                     Market Quotes offering to make the Money Market
                     Loans to which such Money Market Quote Request
                     relates in accordance with this Section.
               2.2.3.0.1.     Submission and Contents of Money Market
     Quotes.  2.2.3.0.1.  Each Lender may submit a Money Market Quote
     containing an offer or offers to make Money Market Loans in
     response to any Invitation for Money Market Quotes.  Each Money
     Market Quote must comply with the requirements of this subsection
     (d) and must be submitted to the Payment and Disbursement Agent by
     telex or facsimile transmission not later than 2:00 P.M. (New York
     City time) on the fourth (4th) Business Day prior to the proposed
     date of Borrowing, in the case of a LIBOR Auction or an IBOR
     Auction (or such other time or date as the Borrower and the Payment
     and Disbursement Agent shall have mutually agreed and shall have
     notified to the Lenders not later than the date of the Money Market
     Quote Request for the first LIBOR Auction or IBOR Auction (as
     applicable) for which such change is to be effective); provided
     that Money Market Quotes submitted by the Payment and Disbursement
     Agent (or any affiliate of the Payment and Disbursement Agent) in
     the capacity of a Lender may be submitted, and may only be
     submitted, if the Payment and Disbursement Agent or such affiliate
     notifies the Borrower of the terms of the offer or offers contained
     therein not later than one hour prior to the deadline for the other
     Lenders.  Any Money Market Quote so made shall be irrevocable
     except with the written consent of the Payment and Disbursement
     Agent given on the instructions of the Borrower.  All or any
     portion of Money Market Loans to be funded pursuant to a Money
     Market Quote may, as provided in Section 15.1(f), be funded by a
     Lender's Designated Bank.  A Lender making a Money Market Quote
     may, but shall not be required to, specify in its Money Market
     Quote whether all or any portion of the related Money Market Loans
     are intended to be funded by such Lender's Designated Bank, as
     provided in Section 15.1(f).

               2.2.3.0.2.  Each Money Market Quote shall be in
     substantially the form of Exhibit J hereto and shall in any case
     specify:

               2.2.3.0.2.1.  the proposed date of Borrowing,

          2.2.3.0.2.2.  the principal amount of the Money Market Loan
     for which each such offer is being made, which principal amount (w)
     may be greater than or less than the Revolving Credit Commitment of
     the quoting Lender, (x) must be $5,000,000 or a larger multiple of
     $1,000,000, (y) may not exceed the principal amount of Money Market
     Loans for which offers were requested and (z) may be subject to an
     aggregate limitation as to the principal amount of Money Market
     Loans for which offers being made by such quoting Lender may be
     accepted,

          2.2.3.0.2.3.  either (1) the margin above or below the
     applicable Eurodollar Rate or IBOR Rate (each, a "Money Market
     Margin") offered for each such Money Market Loan, expressed as a
     percentage (specified to the nearest 1/10,000th of 1%) to be added
     to or subtracted from such base rate, or (2) a flat rate of
     interest (each, a "Money Market Rate") offered for each Money
     Market Loan, and

          2.2.3.0.2.4.  the identity of the quoting Lender.

A Money Market Quote may set forth up to five separate offers by the
quoting Lender with respect to each Eurodollar Interest Period or IBOR
Interest Period specified in the related Invitation for Money Market
Quotes.

               2.2.3.0.3.  Any Money Market Quote shall be disregarded
     if it:

          2.2.3.0.3.1.  is not substantially in conformity with Exhibit
     J hereto or does not specify all of the information required by
     subsection (d)(ii) above;

          2.2.3.0.3.2.  proposes terms other than or in addition to
     those set forth in the applicable Invitation for Money Market
     Quotes; or

          2.2.3.0.3.3.  arrives after the time set forth in subsection
     (d)(i).

                   2.2.4.         Notice to Borrower.  The Payment
                   and Disbursement Agent shall promptly notify the
                   Borrower of the terms (x) of any Money Market
                   Quote submitted by a Lender that is in accordance
                   with subsection (d) and (y) of any Money Market
                   Quote that amends, modifies or is otherwise
                   inconsistent with a previous Money Market Quote
                   submitted by such Lender with respect to the same
                   Money Market Quote Request.  Any such subsequent
                   Money Market Quote shall be disregarded by the
                   Payment and Disbursement Agent unless such
                   subsequent Money Market Quote is submitted solely
                   to correct a manifest error in such former Money
                   Market Quote.  The Payment and Disbursement
                   Agent's notice to the Borrower shall specify (A)
                   the aggregate principal amount of Money Market
                   Loans for which offers have been received for each
                   Interest Period specified in the related Money
                   Market Quote Request, (B) the principal amounts
                   and Money Market Margin or Money Market Rate, as
                   the case may be, so offered and (C) if applicable,
                   limitations on the aggregate principal amount of
                   Money Market Loans for which offers in any single
                   Money Market Quote may be accepted.

                   2.2.5.         Acceptance and Notice by Borrower.
                   Not later than 6:00 P.M. (New York City time) on
                   the fourth Business Day prior to the proposed date
                   of Borrowing (or such other time or date as the
                   Borrower and the Payment and Disbursement Agent
                   shall have mutually agreed and shall have notified
                   to the Lenders not later than the date of the
                   Money Market Quote Request for the first LIBOR
                   Auction or IBOR Auction (as applicable) for which
                   such change is to be effective), the Borrower
                   shall telephonically notify the Payment and
                   Disbursement Agent of its acceptance or
                   non-acceptance of the offers so notified to it
                   pursuant to subsection (e), and the Borrower shall
                   confirm such telephonic notification in writing
                   not later than the third Business Day prior to the
                   proposed date of Borrowing.  In the case of
                   acceptance, such notice (a "Notice of Money Market
                   Borrowing"), whether telephonic or in writing,
                   shall specify the aggregate principal amount of
                   offers for each Eurodollar Interest Period and/or
                   each IBOR Interest Period that are accepted.  The
                   Borrower may accept any Money Market Quote in
                   whole or in part; provided that:

          2.2.5.0.1.  the aggregate principal amount of each Money
     Market Borrowing may not exceed the applicable amount set forth in
     the related Money Market Quote Request;

         2.2.5.0.2.  the principal amount of each Money Market Borrowing
     must be $5,000,000 or a larger multiple of $1,000,000;

        2.2.5.0.3.  acceptance of offers may only be made on the basis
     of ascending Money Market Quotes; and

         2.2.5.0.4.  the Borrower may not accept any offer that is
     described in subsection (d)(iii) or that otherwise fails to comply
     with the requirements of this Agreement.

                   2.2.6.         Allocation by Payment and Disbursement
                   Agent.  If offers are made by two or more Lenders with the
                   same Money Market Margins and/or Money Market Rates, for a
                   greater aggregate principal amount than the amount in
                   respect of which such offers are accepted for the related
                   Eurodollar Interest Period and/or IBOR Interest Period, as
                   applicable, the principal amount of Money Market Loans in
                   respect of which such offers are accepted shall be
                   allocated by the Payment and Disbursement Agent among such
                   Lenders as nearly as possible (in multiples of $1,000,000,
                   as the Payment and Disbursement Agent may deem appropriate)
                   in proportion to the aggregate principal amounts of such
                   offers.  Determinations by the Payment and Disbursement
                   Agent of the amounts of Money Market Loans shall be
                   conclusive in the absence of manifest error.

                   2.2.7.         Notification by Payment and Disbursement
                   Agent.  Upon receipt of the Borrower's Notice of Money
                   Market Borrowing in accordance with Section 2.2(f) hereof,
                   the Payment and Disbursement Agent shall, on the date such
                   Notice of Money Market Borrowing is received by the Payment
                   and Disbursement Agent, notify each Lender of the principal
                   amount of the Money Market Borrowing accepted by the
                   Borrower and of such Lender's share (if any) of such Money
                   Market Borrowing and such Notice of Money Market Borrowing
                   shall not thereafter be revocable by the Borrower. A Lender
                   who is notified that it has been selected to make a Money
                   Market Loan may designate its Designated Bank (if any) to
                   fund such Money Market Loan on its behalf, as described in
                   Section 15.1(f).  Any Designated Bank which funds a Money
                   Market Loan shall on and after the time of such funding
                   become the obligee under such Money Market Loan and be
                   entitled to receive payment thereof when due.  No Lender
                   shall be relieved of its obligation to fund a Money Market
                   Loan, and no Designated Bank shall assume such obligation,
                   prior to the time the applicable Money Market Loan is
                   funded.

                   2.3.  Use of Proceeds of Loans and Letters of Credit.  The
                   proceeds of the Loans and the Letters of Credit issued for
                   the account of the Borrower hereunder may be used for the
                   purposes of:

                   2.3.1.         acquisition of Projects, portfolios of
                   Projects, or interests in Projects, similar to and
                   consistent with the types of Projects owned and/or operated
                   by the Borrower on the Closing Date;

                   2.3.2.         acquisition of Persons or interests in
                   Persons that own or have direct or indirect interests in
                   Projects or portfolios of Projects similar to and
                   consistent with the types of Projects owned and/or operated
                   by the Borrower on the Closing Date;

                   2.3.3.         renovation of Properties owned and operated
                   by the Borrower;

                   2.3.4.         funding of TI Work and Tenant Allowances;

                   2.3.5.         financing construction related to
                   Properties owned and operated by the Borrower; and

                   2.3.6.         other general corporate, partnership and
                   working capital needs of the Borrower, inclusive of
                   repayment of Indebtedness for borrowed money;

each of which purposes described in clauses (a) through (f) above shall
                   be lawful general corporate, partnership and working
                   capital purposes of the Borrower.

                   2.3.7.  Revolving Credit Termination Date; Maturity of
                   Money Market Loans.  2.3.7.  The Revolving Credit
                   Commitments shall terminate, and all outstanding Revolving
                   Credit Obligations shall be paid in full (or, in the case
                   of unmatured Letter of Credit Obligations, provision for
                   payment in cash shall be made to the satisfaction of the
                   Lenders actually issuing Letters of Credit and the
                   Requisite Lenders), on the Revolving Credit Termination
                   Date. Each Lender's obligation to make Loans shall
                   terminate on the Business Day next preceding the Revolving
                   Credit Termination Date.

                   2.3.8.         Each Money Market Loan included in any
                   Money Market Borrowing shall mature, and the principal
                   amount thereof shall be due and payable, together with the
                   accrued interest thereon, on the last day of the Eurodollar
                   Interest Period or, as applicable, IBOR Interest Period,
                   applicable to such Borrowing.

                   2.4.  Extension Option.

                   2.4.1.         The Borrower shall have one option
                   (the "Extension Option") to extend the maturity of
                   the Revolving Credit Commitments for a period of one
                   (1) year.  Subject to the conditions set forth in
                   clause (b) below, Borrower may exercise the
                   Extension Option by delivering written notice (the
                   "Extension Notice"), together with the payment of
                   the Extension Fee for the account of the Lenders
                   (based on their respective Pro Rata Shares), to the
                   Payment and Disbursement Agent on or before July 11,
                   2002, stating that Borrower will extend the
                   Revolving Credit Termination Date for one (1) year.
                   Borrower's delivery of the Extension Notice shall be
                   irrevocable.  In no event shall the Revolving Credit
                   Termination Date occur later than August  , 2003.

                   2.4.2.         The Borrower's right to exercise the
                   Extension Option shall be subject to the following
                   terms and conditions: (i) no Potential Event of
                   Default or Event of Default shall have occurred and
                   be continuing either on the date Borrower delivers
                   the Extension Notice to the Payment and Disbursement
                   Agent or on the date that this Agreement would
                   otherwise have terminated, (ii) the Borrower shall
                   be in full compliance with all covenants and
                   conditions set forth in this Agreement as of the
                   date Borrower delivers the Extension Notice to the
                   Agent and on the date that this Agreement would
                   otherwise have terminated, and (iii) the Borrower
                   shall have paid the Extension Fee to the Payment and
                   Disbursement Agent for the account of the Lenders
                   (based on their respective Pro Rata Shares).

                        2.5.  Maximum Credit Facility.  Notwithstanding
                      anything in this Agreement to the contrary, in no
                      event shall the aggregate principal Revolving
                      Credit Obligations exceed the Maximum Revolving
                      Credit Amount.

                        2.6.  Authorized Agents.  On the Closing Date
                      and from time to time thereafter, the Borrower
                      shall deliver to the Payment and Disbursement
                      Agent an Officer's Certificate setting forth the
                      names of the employees and agents authorized to
                      request Loans and Letters of Credit and to
                      request a conversion/continuation of any Loan and
                      containing a specimen signature of each such
                      employee or agent.  The employees and agents so
                      authorized shall also be authorized to act for
                      the Borrower in respect of all other matters
                      relating to the Loan Documents. The Payment and
                      Disbursement Agent, the Arrangers, the Co-Agents,
                      the Lenders and any Issuing Bank shall be
                      entitled to rely conclusively on such employee's
                      or agent's authority to request such Loan or
                      Letter of Credit or such conversion/continuation
                      until the Payment and Disbursement Agent and the
                      Arrangers receive written notice to the contrary.
                      None of the Payment and Disbursement Agent or the
                      Arrangers shall have any duty to verify the
                      authenticity of the signature appearing on any
                      written Notice of Borrowing or Notice of
                      Conversion/Continuation or any other document,
                      and, with respect to an oral request for such a
                      Loan or Letter of Credit or such
                      conversion/continuation, the Payment and
                      Disbursement Agent and the Arrangers shall have
                      no duty to verify the identity of any person
                      representing himself or herself as one of the
                      employees or agents authorized to make such
                      request or otherwise to act on behalf of the
                      Borrower.  None of the Payment and Disbursement
                      Agent, the Arrangers or the Lenders shall incur
                      any liability to the Borrower or any other Person
                      in acting upon any telephonic or facsimile notice
                      referred to above which the Payment and
                      Disbursement Agent or the Arrangers believes to
                      have been given by a person duly authorized to
                      act on behalf of the Borrower and the Borrower
                      hereby indemnifies and holds harmless the Payment
                      and Disbursement Agent, each Arranger and each
                      other Lender from any loss or expense the Payment
                      and Disbursement Agent, the Arrangers or the
                      Lenders might incur in acting in good faith as
                      provided in this Section 2.7.


                               ARTICLE 3.
                            LETTERS OF CREDIT

                        3.1.  Letters of Credit.  Subject to the terms
                      and conditions set forth in this Agreement,
                      including, without limitation, Section
                      3.1(c)(ii), each Arranger hereby severally agrees
                      to issue for the account of the Borrower one or
                      more Letters of Credit (any Arranger actually
                      issuing a Letter of Credit, an "Issuing Bank"),
                      subject to the following provisions:

                                   3.1.1.    Types and Amounts.  An
                              Issuing Bank shall not have any obligation
                              to issue, amend or extend, and shall not
                              issue, amend or extend, any Letter of
                              Credit at any time:

          3.1.1.0.1.     if the aggregate Letter of Credit Obligations
     with respect to such Issuing Bank, after giving effect to the
     issuance, amendment or extension of the Letter of Credit requested
     hereunder, shall exceed any limit imposed by law or regulation upon
     such Issuing Bank;

          3.1.1.0.2.  if, immediately after giving effect to the
     issuance, amendment or extension of such Letter of Credit, (1) the
     Letter of Credit Obligations at such time would exceed $100,000,000
     or (2) the Revolving Credit Obligations at such time would exceed
     the Maximum Revolving Credit Amount at such time, or (3) one or
     more of the conditions precedent contained in Sections 6.1 or 6.2,
     as applicable, would not on such date be satisfied, unless such
     conditions are thereafter satisfied and written notice of such
     satisfaction is given to such Issuing Bank by the Payment and
     Disbursement Agent (and such Issuing Bank shall not otherwise be
     required to determine that, or take notice whether, the conditions
     precedent set forth in Sections 6.1 or 6.2, as applicable, have
     been satisfied);

          3.1.1.0.3.  which has an expiration date later than the
     earlier of (A) the date one (1) year after the date of issuance
     (without regard to any automatic renewal provisions thereof) or (B)
     the Business Day next preceding the scheduled Revolving Credit
     Termination Date; or

          3.1.1.0.4.  which is in a currency other than Dollars.

                                   3.1.2.    Conditions.  In addition to
                              being subject to the satisfaction of the
                              conditions precedent contained in Sections
                              6.1 and 6.2, as applicable, the obligation
                              of an Issuing Bank to issue, amend or
                              extend any Letter of Credit is subject to
                              the satisfaction in full of the following
                              conditions:

          3.1.2.0.1.     if the Issuing Bank so requests, the Borrower
     shall have executed and delivered to such Issuing Bank and the
     Payment and Disbursement Agent a Letter of Credit Reimbursement
     Agreement and such other documents and materials as may be required
     pursuant to the terms thereof; and

          3.1.2.0.2.  the terms of the proposed Letter of Credit shall
     be satisfactory to the Issuing Bank in its sole discretion.

               3.1.2.0.3.     Issuance of Letters of
     Credit.  3.1.2.0.3.  The Borrower shall give the Payment and
     Disbursement Agent written notice that it requires the issuance of
     a Letter of Credit not later than 11:00 a.m. (New York time) on the
     third (3rd) Business Day preceding the requested date for issuance
     thereof under this Agreement.  Such notice shall be irrevocable
     unless and until such request is denied by the applicable Arranger
     and shall specify (A) that the requested Letter of Credit is either
     a Commercial Letter of Credit or a Standby Letter of Credit, (B)
     that such Letter of Credit is solely for the account of the
     Borrower, (C) the stated amount of the Letter of Credit requested,
     (D) the effective date (which shall be a Business Day) of issuance
     of such Letter of Credit, (E) the date on which such Letter of
     Credit is to expire (which shall be a Business Day and no later
     than the Business Day immediately preceding the scheduled Revolving
     Credit Termination Date), (F) the Person for whose benefit such
     Letter of Credit is to be issued, (G) other relevant terms of such
     Letter of Credit, (H) the Revolving Credit Availability at such
     time, and (I) the amount of the then outstanding Letter of Credit
     Obligations.

          (ii) The Arrangers shall jointly select one Arranger to act as
Issuing Bank with respect to such Letter of Credit, which selection
shall be in the sole discretion of the Arrangers.  If such Arranger
declines to issue the Letter of Credit, the Arrangers shall jointly
select an alternative Lender to issue such Letter of Credit.

          (iii)  The selected Arranger (if not the Payment and
Disbursement Agent) shall give the Payment and Disbursement Agent
written notice, or telephonic notice confirmed promptly thereafter in
writing, of the issuance, amendment or extension of a Letter of Credit
(which notice the Payment and Disbursement Agent shall promptly transmit
by telegram, facsimile transmission, or similar transmission to each
Lender).

                                   3.1.3.    Reimbursement Obligations;
                              Duties of Issuing Banks and other Lenders.

               3.1.3.0.1.  Notwithstanding any provisions to the
     contrary in any Letter of Credit Reimbursement Agreement:

          3.1.3.0.1.1.   the Borrower shall reimburse the Issuing Bank
     for amounts drawn under its Letter of Credit, in Dollars, no later
     than the date (the "Reimbursement Date") which is the earlier of
     (I) the time specified in the applicable Letter of Credit
     Reimbursement Agreement and (II) three (3) Business Days after the
     Borrower receives written notice from the Issuing Bank that payment
     has been made under such Letter of Credit by the Issuing Bank; and

          3.1.3.0.1.2.   all Reimbursement Obligations with respect to
     any Letter of Credit shall bear interest at the rate applicable to
     Base Rate Loans in accordance with Section 5.1(a) from the date of
     the relevant drawing under such Letter of Credit until the
     Reimbursement Date and thereafter at the rate applicable to Base
     Rate Loans in accordance with Section 5.1(d).

               3.1.3.0.2.  The Issuing Bank shall give the Payment and
     Disbursement Agent written notice, or telephonic notice confirmed
     promptly thereafter in writing, of all drawings under a Letter of
     Credit and the payment (or the failure to pay when due) by the
     Borrower on account of a Reimbursement Obligation (which notice the
     Payment and Disbursement Agent shall promptly transmit by telegram,
     facsimile transmission or similar transmission to each Lender).

              3.1.3.0.3.  No action taken or omitted in good faith by an
     Issuing Bank under or in connection with any Letter of Credit shall
     put such Issuing Bank under any resulting liability to any Lender,
     the Borrower or, so long as it is not issued in violation of
     Section 3.1(a), relieve any Lender of its obligations hereunder to
     such Issuing Bank.  Solely as between the Issuing Banks and the
     other Lenders, in determining whether to pay under any Letter of
     Credit, the Issuing Bank shall have no obligation to the other
     Lenders other than to confirm that any documents required to be
     delivered under a respective Letter of Credit appear to have been
     delivered and that they appear on their face to comply with the
     requirements of such Letter of Credit.

               3.1.3.0.4.     Participations.  3.1.3.0.4.  Immediately
     upon issuance by an Issuing Bank of any Letter of Credit in
     accordance with the procedures set forth in this Section 3.1, each
     Lender shall be deemed to have irrevocably and unconditionally
     purchased and received from that Issuing Bank, without recourse or
     warranty, an undivided interest and participation in such Letter of
     Credit to the extent of such Lender's Pro Rata Share, including,
     without limitation, all obligations of the Borrower with respect
     thereto (other than amounts owing to the Issuing Bank under Section
     3.1(g)) and any security therefor and guaranty pertaining thereto.
               3.1.3.0.5.  If any Issuing Bank makes any payment under
     any Letter of Credit and the Borrower does not repay such amount to
     the Issuing Bank on the Reimbursement Date, the Issuing Bank shall
     promptly notify the Payment and Disbursement Agent, which shall
     promptly notify each other Lender, and each Lender shall promptly
     and unconditionally pay to the Payment and Disbursement Agent for
     the account of such Issuing Bank, in immediately available funds,
     the amount of such Lender's Pro Rata Share of such payment (net of
     that portion of such payment, if any, made by such Issuing Bank in
     its capacity as an issuer of a Letter of Credit), and the Payment
     and Disbursement Agent shall promptly pay to such Issuing Bank such
     amounts received by it, and any other amounts received by the
     Payment and Disbursement Agent for such Issuing Bank's account,
     pursuant to this Section 3.1(e).  If a Lender does not make its Pro
     Rata Share of the amount of such payment available to the Payment
     and Disbursement Agent, such Lender agrees to pay to the Payment
     and Disbursement Agent for the account of the Issuing Bank,
     forthwith on demand, such amount together with interest thereon at
     the interest rate then applicable to Base Rate Loans in accordance
     with Section 5.1(a). The failure of any Lender to make available to
     the Payment and Disbursement Agent for the account of an Issuing
     Bank its Pro Rata Share of any such payment shall neither relieve
     any other Lender of its obligation hereunder to make available to
     the Payment and Disbursement Agent for the account of such Issuing
     Bank such other Lender's Pro Rata Share of any payment on the date
     such payment is to be made nor increase the obligation of any other
     Lender to make such payment to the Payment and Disbursement Agent.

               3.1.3.0.6.  Whenever an Issuing Bank receives a payment
     on account of a Reimbursement Obligation, including any interest
     thereon, as to which the Payment and Disbursement Agent has
     previously received payments from any other Lender for the account
     of such Issuing Bank pursuant to this Section 3.1(e), such Issuing
     Bank shall promptly pay to the Payment and Disbursement Agent and
     the Payment and Disbursement Agent shall promptly pay to each other
     Lender an amount equal to such other Lender's Pro Rata Share
     thereof.  Each such payment shall be made by such reimbursed
     Issuing Bank or the Payment and Disbursement Agent, as the case may
     be, on the Business Day on which such Person receives the funds
     paid to such Person pursuant to the preceding sentence, if received
     prior to 11:00 a.m. (New York time) on such Business Day, and
     otherwise on the next succeeding Business Day.

               3.1.3.0.7.  Upon the written request of any Lender, the
     Issuing Banks shall furnish such requesting Lender copies of any
     Letter of Credit, Letter of Credit Reimbursement Agreement, and
     related amendment to which such Issuing Bank is party and such
     other documentation as reasonably may be requested by the
     requesting Lender.

               3.1.3.0.8.  The obligations of a Lender to make payments
     to the Payment and Disbursement Agent for the account of any
     Issuing Bank with respect to a Letter of Credit shall be
     irrevocable, shall not be subject to any qualification or exception
     whatsoever except willful misconduct or gross negligence of such
     Issuing Bank, and shall be honored in accordance with this
     Article III (irrespective of the satisfaction of the conditions
     described in Sections 6.1 and 6.2, as applicable) under all
     circumstances, including, without limitation, any of the following
     circumstances:

          3.1.3.0.8.1.   any lack of validity or enforceability of this
     Agreement or any of the other Loan Documents;

          3.1.3.0.8.2.   the existence of any claim, setoff, defense or
     other right which the Borrower may have at any time against a
     beneficiary named in a Letter of Credit or any transferee of a
     beneficiary named in a Letter of Credit (or any Person for whom any
     such transferee may be acting), any Lender, or any other Person,
     whether in connection with this Agreement, any Letter of Credit,
     the transactions contemplated herein or any unrelated transactions
     (including any underlying transactions between the account party
     and beneficiary named in any Letter of Credit);

          3.1.3.0.8.3.   any draft, certificate or any other document
     presented under the Letter of Credit having been determined to be
     forged, fraudulent, invalid or insufficient in any respect or any
     statement therein being untrue or inaccurate in any respect;

          3.1.3.0.8.4.   the surrender or impairment of any security for
     the performance or observance of any of the terms of any of the
     Loan Documents;

          3.1.3.0.8.5.   any failure by that Issuing Bank to make any
     reports required pursuant to Section 3.1(h) or the inaccuracy of
     any such report; or

          3.1.3.0.8.6.   the occurrence of any Event of Default or
     Potential Event of Default.

               3.1.3.0.9.     Payment of Reimbursement
     Obligations.  3.1.3.0.9.  The Borrower unconditionally agrees to
     pay to each Issuing Bank, in Dollars, the amount of all
     Reimbursement Obligations, interest and other amounts payable to
     such Issuing Bank under or in connection with the Letters of Credit
     when such amounts are due and payable, irrespective of any claim,
     setoff, defense or other right which the Borrower may have at any
     time against any Issuing Bank or any other Person.

              3.1.3.0.10.     In the event any payment by the Borrower
     received by an Issuing Bank with respect to a Letter of Credit and
     distributed by the Payment and Disbursement Agent to the Lenders on
     account of their participations is thereafter set aside, avoided or
     recovered from such Issuing Bank in connection with any
     receivership, liquidation or bankruptcy proceeding, each Lender
     which received such distribution shall, upon demand by such Issuing
     Bank, contribute such Lender's Pro Rata Share of the amount set
     aside, avoided or recovered together with interest at the rate
     required to be paid by such Issuing Bank upon the amount required
     to be repaid by it.

                                   3.1.4.    Letter of Credit Fee
                              Charges.  In connection with each Letter
                              of Credit, Borrower hereby covenants to
                              pay to the Payment and Disbursement Agent
                              the following fees each payable quarterly
                              in arrears (on the first Business Day of
                              each calendar quarter following the
                              issuance of each Letter of Credit):  (1) a
                              fee for the account of the Lenders,
                              computed daily on the amount of the Letter
                              of Credit issued and outstanding at a rate
                              per annum equal to the "Banks' L/C Fee
                              Rate" (as hereinafter defined) and (2) a
                              fee, for the Issuing Bank's own account,
                              computed daily on the amount of the Letter
                              of Credit issued and outstanding at a rate
                              per annum equal to 0.125%.  For purposes
                              of this Agreement, the "Banks' L/C Fee
                              Rate" shall mean, at any time, a rate per
                              annum equal to the Applicable Margin for
                              Eurodollar Rate Loans less 0.125% per
                              annum.  It is understood and agreed that
                              the last installment of the fees provided
                              for in this paragraph (g) with respect to
                              any particular Letter of Credit shall be
                              due and payable on the first day of the
                              fiscal quarter following the return,
                              undrawn, or cancellation of such Letter of
                              Credit.  In addition, the Borrower shall
                              pay to each Issuing Bank, solely for its
                              own account, the standard charges assessed
                              by such Issuing Bank in connection with
                              the issuance, administration, amendment
                              and payment or cancellation of Letters of
                              Credit and such compensation in respect of
                              such Letters of Credit for the Borrower's
                              account as may be agreed upon by the
                              Borrower and such Issuing Bank from time
                              to time.

                                   3.1.5.    Letter of Credit Reporting
                              Requirements.  Each Issuing Bank shall, no
                              later than the tenth (10th) Business Day
                              following the last day of each calendar
                              month, provide to the Payment and
                              Disbursement Agent, the Borrower, and each
                              other Lender separate schedules for
                              Commercial Letters of Credit and Standby
                              Letters of Credit issued as Letters of
                              Credit, in form and substance reasonably
                              satisfactory to the Payment and
                              Disbursement Agent, setting forth the
                              aggregate Letter of Credit Obligations
                              outstanding to it at the end of each month
                              and, to the extent not otherwise provided
                              in accordance with the provisions of
                              Section 3.1(c)(ii), any information
                              requested by the Payment and Disbursement
                              Agent or the Borrower relating to the date
                              of issue, account party, amount,
                              expiration date and reference number of
                              each Letter of Credit issued by it.

               3.1.5.0.1.     Indemnification; Exoneration.  3.1.5.0.1.
     In addition to all other amounts payable to an Issuing Bank, the
     Borrower hereby agrees to defend, indemnify, and save the Payment
     and Disbursement Agent, each Issuing Bank, and each other Lender
     harmless from and against any and all claims, demands, liabilities,
     penalties, damages, losses (other than loss of profits), costs,
     charges and expenses (including reasonable attorneys' fees but
     excluding taxes) which the Payment and Disbursement Agent, the
     Issuing Banks, or such other Lender may incur or be subject to as a
     consequence, direct or indirect, of (A) the issuance of any Letter
     of Credit other than as a result of the gross negligence or willful
     misconduct of the Issuing Bank, as determined by a court of
     competent jurisdiction, or (B) the failure of the Issuing Bank to
     honor a drawing under such Letter of Credit as a result of any act
     or omission, whether rightful or wrongful, of any present or future
     de jure or de facto government or Governmental Authority.

              3.1.5.0.2. As between the Borrower on the one hand and the
     Lenders on the other hand, the Borrower assumes all risks of the
     acts and omissions of, or misuse of Letters of Credit by, the
     respective beneficiaries of the Letters of Credit.  In furtherance
     and not in limitation of the foregoing, subject to the provisions
     of the Letter of Credit Reimbursement Agreements, the Payment and
     Disbursement Agent, the Issuing Banks and the other Lenders shall
     not be responsible for:  (A) the form, validity, legality,
     sufficiency, accuracy, genuineness or legal effect of any document
     submitted by any party in connection with the application for and
     issuance of the Letters of Credit, even if it should in fact prove
     to be in any or all respects invalid, insufficient, inaccurate,
     fraudulent or forged; (B) the validity, legality or sufficiency of
     any instrument transferring or assigning or purporting to transfer
     or assign a Letter of Credit or the rights or benefits thereunder
     or proceeds thereof, in whole or in part, which may prove to be
     invalid or ineffective for any reason; (C) failure of the
     beneficiary of a Letter of Credit to duly comply with conditions
     required in order to draw upon such Letter of Credit; (D) errors,
     omissions, interruptions or delays in transmission or delivery of
     any messages, by mail, cable, telegraph, telex or otherwise,
     whether or not they be in cipher; (E) errors in interpretation of
     technical terms; (F) any loss or delay in the transmission or
     otherwise of any document required in order to make a drawing under
     any Letter of Credit or of the proceeds thereof; (G) the
     misapplication by the beneficiary of a Letter of Credit of the
     proceeds of any drawing under such Letter of Credit; and (H) any
     consequences arising from causes beyond the control of the Payment
     and Disbursement Agent, the Issuing Banks or the other Lenders.

                        3.2.  Obligations Several.  The obligations of
                      the Payment and Disbursement Agent, each Issuing
                      Bank, and each other Lender under this Article
                      III are several and not joint, and no Issuing
                      Bank or other Lender shall be responsible for the
                      obligation to issue Letters of Credit or
                      participation obligation hereunder, respectively,
                      of any other Issuing Bank or other Lender.

                               ARTICLE 4.
                        PAYMENTS AND PREPAYMENTS

                        4.1.  Prepayments; Reductions in Revolving
                      Credit Commitments.

                                   4.1.1.    Voluntary Prepayments.  The
                              Borrower may, at any time and from time to
                              time, prepay the Loans in part or in their
                              entirety, subject to the following
                              limitations. The Borrower shall give at
                              least five (5) Business Days' prior
                              written notice to the Payment and
                              Disbursement Agent (which the Payment and
                              Disbursement Agent shall promptly transmit
                              to each Lender) of any prepayment in the
                              entirety to be made prior to the
                              occurrence of an Event of Default, which
                              notice of prepayment shall specify the
                              date (which shall be a Business Day) of
                              prepayment. When notice of prepayment is
                              delivered as provided herein, the
                              outstanding principal amount of the Loans
                              on the prepayment date specified in the
                              notice shall become due and payable on
                              such prepayment date. Each voluntary
                              partial prepayment of the Loans shall be
                              in a minimum amount of $1,000,000 and in
                              integral multiples of $1,000,000 in excess
                              of that amount. Eurodollar Rate Loans,
                              IBOR Rate Loans, and Money Market Loans
                              may be prepaid in part or in their
                              entirety only upon payment of the amounts
                              described in Section 5.2(f).

                                   4.1.2.    Voluntary Reductions In
                              Revolving Credit Commitments.  The
                              Borrower may, upon at least fifteen (15)
                              days' prior written notice to the Payment
                              and Disbursement Agent (which the Payment
                              and Disbursement Agent shall promptly
                              transmit to each Lender), at any time and
                              from time to time, terminate in whole or
                              permanently reduce in part the Revolving
                              Credit Commitments, provided that the
                              Borrower shall have made whatever payment
                              may be required to reduce the Revolving
                              Credit Obligations to an amount less than
                              or equal to the Revolving Credit
                              Commitments as reduced or terminated,
                              which amount shall become due and payable
                              on the date specified in such notice.  Any
                              partial reduction of the Revolving Credit
                              Commitments shall be in an aggregate
                              minimum amount of $1,000,000 and integral
                              multiples of $1,000,000 in excess of that
                              amount, and shall reduce the Revolving
                              Credit Commitment of each Lender
                              proportionately in accordance with its Pro
                              Rata Share.  Any notice of termination or
                              reduction given to the Payment and
                              Disbursement Agent under this
                              Section 4.1(b) shall specify the date
                              (which shall be a Business Day) of such
                              termination or reduction and, with respect
                              to a partial reduction, the aggregate
                              principal amount thereof.

                                   4.1.3.    No Penalty.  The
                              prepayments and payments in respect of
                              reductions and terminations described in
                              clauses (a) and (b) of this Section 4.1
                              may be made without premium or penalty
                              (except as provided in Section 5.2(f)).

                                   4.1.4.    Mandatory Prepayment.  If
                              at any time from and after the Closing
                              Date: (i) the Borrower merges or
                              consolidates with another Person and the
                              Borrower is not the surviving entity, or
                              (ii) the Borrower or any Consolidated
                              Business sells, transfers, assigns or
                              conveys assets, the book value of which
                              (computed in accordance with GAAP but
                              without deduction for depreciation), in
                              the aggregate of all such sales,
                              transfers, assignments, foreclosures, or
                              conveyances exceeds 30% of the
                              Capitalization Value, or (iii) the portion
                              of Capitalization Value attributable to
                              the aggregate Limited Minority Holdings
                              (but excluding the Borrower's interest in
                              Pentagon Fashion Center) of the Borrower
                              and its Consolidated Businesses exceed 20%
                              of Capitalization Value, or (iv) the
                              Borrower or the Management Company ceases
                              to provide directly or through their
                              Affiliates property management and leasing
                              services to at least 33% of the total
                              number of shopping centers in which the
                              Borrower has an ownership interest (the
                              date any such event shall occur being the
                              "Prepayment Date"), the Revolving Credit
                              Commitment shall be terminated and the
                              Borrower shall be required to prepay the
                              Loans in their entirety as if the
                              Prepayment Date were the Revolving Credit
                              Termination Date.  The Borrower shall
                              immediately make such prepayment together
                              with interest accrued to the date of the
                              prepayment on the principal amount prepaid
                              and shall return or cause to be returned
                              all Letters of Credit to the applicable
                              Lender.  In connection with the prepayment
                              of any Loan prior to the maturity thereof,
                              the Borrower shall also pay any applicable
                              expenses pursuant to Section 5.2(f).  Each
                              such prepayment shall be applied to prepay
                              ratably the Loans of the Lenders.  Amounts
                              prepaid pursuant to this Section 4.1(d)
                              may not be reborrowed.  As used in this
                              Section 4.1(d) only, the phrase "sells,
                              transfers, assigns or conveys" shall not
                              include (i) sales or conveyances among
                              Borrower and any Consolidated Businesses,
                              or (ii) mortgages secured by Real
                              Property.

                        4.2.  Payments.

                                   4.2.1.    Manner and Time of
                              Payment.  All payments of principal of and
                              interest on the Loans and Reimbursement
                              Obligations and other Obligations
                              (including, without limitation, fees and
                              expenses) which are payable to the Payment
                              and Disbursement Agent, the Arrangers or
                              any other Lender shall be made without
                              condition or reservation of right, in
                              immediately available funds, delivered to
                              the Payment and Disbursement Agent (or, in
                              the case of Reimbursement Obligations, to
                              the pertinent Arranger) not later than
                              12:00 noon (New York time) on the date and
                              at the place due, to such account of the
                              Payment and Disbursement Agent (or such
                              Arranger) as it may designate, for the
                              account of the Payment and Disbursement
                              Agent, an Arranger, or such other Lender,
                              as the case may be; and funds received by
                              the Payment and Disbursement Agent (or
                              such Arranger), including, without
                              limitation, funds in respect of any Loans
                              to be made on that date, not later than
                              12:00 noon (New York time) on any given
                              Business Day shall be credited against
                              payment to be made that day and funds
                              received by the Payment and Disbursement
                              Agent (or such Arranger) after that time
                              shall be deemed to have been paid on the
                              next succeeding Business Day.  Payments
                              actually received by the Payment and
                              Disbursement Agent for the account of the
                              Lenders, or any of them, shall be paid to
                              them by the Payment and Disbursement Agent
                              promptly after receipt thereof, in
                              immediately available funds.

               4.2.1.0.1.     Apportionment of Payments.  4.2.1.0.1.
     Subject to the provisions of Section 4.2(b)(v), all payments of
     principal and interest in respect of outstanding Loans, all
     payments in respect of Reimbursement Obligations, all payments of
     fees and all other payments in respect of any other Obligations,
     shall be allocated among such of the Lenders as are entitled
     thereto, in proportion to their respective Pro Rata Shares or
     otherwise as provided herein.  Subject to the provisions of
     Section 4.2(b)(ii), all such payments and any other amounts
     received by the Payment and Disbursement Agent from or for the
     benefit of the Borrower shall be applied in the following order:

          4.2.1.0.1.1. to pay principal of and interest on any portion
     of the Loans which the Payment and Disbursement Agent may have
     advanced on behalf of any Lender other than itself for which the
     Payment and Disbursement Agent has not then been reimbursed by such
     Lender or the Borrower,

          4.2.1.0.1.2. to pay all other Obligations then due and payable
     and

          4.2.1.0.1.3. as the Borrower so designates.

Unless otherwise designated by the Borrower, all principal payments in
respect of Committed Loans shall be applied first, to repay outstanding
Base Rate Loans, and then to repay outstanding Eurodollar Rate Loans and
IBOR Rate Loans, with those Eurodollar Rate Loans and IBOR Rate Loans
which have earlier expiring Interest Periods being repaid prior to those
which have later expiring Interest Periods.

              4.2.1.0.2.  After the occurrence of an Event of Default
     and while the same is continuing, the Payment and Disbursement
     Agent shall apply all payments in respect of any Obligations in the
     following order:

          4.2.1.0.2.1.   first, to pay principal of and interest on any
     portion of the Loans which the Payment and Disbursement Agent may
     have advanced on behalf of any Lender other than itself for which
     the Payment and Disbursement Agent has not then been reimbursed by
     such Lender or the Borrower;

          4.2.1.0.2.2.  second, to pay Obligations in respect of any
     fees, expense reimbursements or indemnities then due to the Payment
     and Disbursement Agent;

          4.2.1.0.2.3.   third, to pay principal of and interest on
     Letter of Credit Obligations (or, to the extent such Obligations
     are contingent, deposited with the Payment and Disbursement Agent
     to provide cash collateral in respect of such Obligations);

          4.2.1.0.2.4.   fourth, to pay Obligations in respect of any
     fees, expense reimbursements or indemnities then due to the Lenders
     and the Co-Agents;

          4.2.1.0.2.5.   fifth, to pay interest due in respect of Loans;

          4.2.1.0.2.6.   sixth, to the ratable payment or prepayment of
     principal outstanding on Loans; and

          4.2.1.0.2.7.  seventh, to the ratable payment of all other
     Obligations.
The order of priority set forth in this Section 4.2(b)(ii) and the
related provisions of this Agreement are set forth solely to determine
the rights and priorities of the Payment and Disbursement Agent, the
Arrangers, the other Lenders and other Holders as among themselves.  The
order of priority set forth in clauses (C) through (G) of this Section
4.2(b)(ii) may at any time and from time to time be changed by the
Requisite Lenders without necessity of notice to or consent of or
approval by the Borrower, any Holder which is not a Lender, or any other
Person.  The order of priority set forth in clauses (A) and (B) of this
Section 4.2(b)(ii) may be changed only with the prior written consent of
the Payment and Disbursement Agent.

               4.2.1.0.3.  The Payment and Disbursement Agent, in its
     sole discretion subject only to the terms of this
     Section 4.2(b)(iii), may pay from the proceeds of Loans made to the
     Borrower hereunder, whether made following a request by the
     Borrower pursuant to Sections 2.1  or 2.2 or a deemed request as
     provided in this Section 4.2(b)(iii), all amounts payable by the
     Borrower hereunder, including, without limitation, amounts payable
     with respect to payments of principal, interest, Reimbursement
     Obligations and fees and all reimbursements for expenses pursuant
     to Section 15.2.  The Borrower hereby irrevocably authorizes the
     Lenders to make Loans, which Loans shall be Base Rate Loans, in
     each case, upon notice from the Payment and Disbursement Agent as
     described in the following sentence for the purpose of paying
     principal, interest, Reimbursement Obligations and fees due from
     the Borrower, reimbursing expenses pursuant to Section 15.2 and
     paying any and all other amounts due and payable by the Borrower
     hereunder or under the Notes, and agrees that all such Loans so
     made shall be deemed to have been requested by it pursuant to
     Section 2.1 as of the date of the aforementioned notice.  The
     Payment and Disbursement Agent shall request Loans on behalf of the
     Borrower as described in the preceding sentence by notifying the
     Lenders by facsimile transmission or other similar form of
     transmission (which notice the Payment and Disbursement Agent shall
     thereafter promptly transmit to the Borrower), of the amount and
     Funding Date of the proposed Borrowing and that such Borrowing is
     being requested on the Borrower's behalf pursuant to this Section
     4.2(b)(iii).  On the proposed Funding Date, the Lenders shall make
     the requested Loans in accordance with the procedures and subject
     to the conditions specified in Section 2.1.

               4.2.1.0.4.  Subject to Section 4.2(b)(v), the Payment and
     Disbursement Agent shall promptly distribute to each Arranger and
     each other Lender at its primary address set forth on the
     appropriate signature page hereof or the signature page to the
     Assignment and Acceptance by which it became a Lender, or at such
     other address as a Lender or other Holder may request in writing,
     such funds as such Person may be entitled to receive, subject to
     the provisions of Article XII;  provided that the Payment and
     Disbursement Agent shall under no circumstances be bound to inquire
     into or determine the validity, scope or priority of any interest
     or entitlement of any Holder and may suspend all payments or seek
     appropriate relief (including, without limitation, instructions
     from the Requisite Lenders or an action in the nature of
     interpleader) in the event of any doubt or dispute as to any
     apportionment or distribution contemplated hereby.

               4.2.1.0.5.  In the event that any Lender fails to fund
     its Pro Rata Share of any Loan requested by the Borrower which such
     Lender is obligated to fund under the terms of this Agreement (the
     funded portion of such Loan being hereinafter referred to as a "Non
     Pro Rata Loan"), until the earlier of such Lender's cure of such
     failure and the termination of the Revolving Credit Commitments,
     the proceeds of all amounts thereafter repaid to the Payment and
     Disbursement Agent by the Borrower and otherwise required to be
     applied to such Lender's share of all other Obligations pursuant to
     the terms of this Agreement shall be advanced to the Borrower by
     the Payment and Disbursement Agent on behalf of such Lender to
     cure, in full or in part, such failure by such Lender, but shall
     nevertheless be deemed to have been paid to such Lender in
     satisfaction of such other Obligations.  Notwithstanding anything
     in this Agreement to the contrary:

          4.2.1.0.5.1.  the foregoing provisions of this Section
     4.2(b)(v) shall apply only with respect to the proceeds of payments
     of Obligations and shall not affect the conversion or continuation
     of Loans pursuant to Section 5.1(c);

          4.2.1.0.5.2.  a Lender shall be deemed to have cured its
     failure to fund its Pro Rata Share of any Loan at such time as an
     amount equal to such Lender's original Pro Rata Share of the
     requested principal portion of such Loan is fully funded to the
     Borrower, whether made by such Lender itself or by operation of the
     terms of this Section 4.2(b)(v), and whether or not the Non Pro
     Rata Loan with respect thereto has been repaid, converted or
     continued;

          4.2.1.0.5.3.  amounts advanced to the Borrower to cure, in
     full or in part, any such Lender's failure to fund its Pro Rata
     Share of any Loan ("Cure Loans") shall bear interest at the Base
     Rate in effect from time to time, and for all other purposes of
     this Agreement shall be treated as if they were Base Rate Loans;
     and

          4.2.1.0.5.4.  regardless of whether or not an Event of Default
     has occurred or is continuing, and notwithstanding the instructions
     of the Borrower as to its desired application, all repayments of
     principal which, in accordance with the other terms of this Section
     4.2, would be applied to the outstanding Base Rate Loans shall be
     applied first, ratably to all Base Rate Loans constituting Non Pro
     Rata Loans, second, ratably to Base Rate Loans other than those
     constituting Non Pro Rata Loans or Cure Loans and, third, ratably
     to Base Rate Loans constituting Cure Loans.

                                   4.2.2.    Payments on Non-Business
                              Days.  Whenever any payment to be made by
                              the Borrower hereunder or under the Notes
                              is stated to be due on a day which is not
                              a Business Day, the payment shall instead
                              be due on the next succeeding Business Day
                              (or, as set forth in Section 5.2(b)(iii),
                              the next preceding Business Day).

                        4.3.  Promise to Repay; Evidence of
                      Indebtedness.

                                   4.3.1.    Promise to Repay.  The
                              Borrower hereby agrees to pay when due the
                              principal amount of each Loan which is
                              made to it, and further agrees to pay all
                              unpaid interest accrued thereon, in
                              accordance with the terms of this
                              Agreement and the Notes.  The Borrower
                              shall execute and deliver to each Lender
                              on the Closing Date, a promissory note, in
                              form and substance acceptable to the
                              Payment and Disbursement Agent and such
                              Lender, evidencing the Loans and
                              thereafter shall execute and deliver such
                              other promissory notes as are necessary to
                              evidence the Loans owing to the Lenders
                              after giving effect to any assignment
                              thereof pursuant to Section 15.1, all in
                              form and substance acceptable to the
                              Payment and Disbursement Agent and the
                              parties to such assignment (all such
                              promissory notes and all amendments
                              thereto, replacements thereof and
                              substitutions therefor being collectively
                              referred to as the "Notes"; and "Note"
                              means any one of the Notes).

                                   4.3.2.    Loan Account.  Each Lender
                              shall maintain in accordance with its
                              usual practice an account or accounts (a
                              "Loan Account") evidencing the
                              Indebtedness of the Borrower to such
                              Lender resulting from each Loan owing to
                              such Lender from time to time, including
                              the amount of principal and interest
                              payable and paid to such Lender from time
                              to time hereunder and under the Notes.
                              Notwithstanding the foregoing, the failure
                              by any Lender to maintain a Loan Account
                              shall in no way affect the Borrower's
                              obligations hereunder, including, without
                              limitation, the obligation to repay the
                              Obligations.

                                   4.3.3.    Control Account.  The
                              Register maintained by the Payment and
                              Disbursement Agent pursuant to Section
                              15.1(c) shall include a control account,
                              and a subsidiary account for each Lender,
                              in which accounts (taken together) shall
                              be recorded (i) the date and amount of
                              each Borrowing made hereunder, the type of
                              Loan comprising such Borrowing and any
                              Eurodollar Interest Period or IBOR
                              Interest Period applicable thereto, (ii)
                              the effective date and amount of each
                              Assignment and Acceptance delivered to and
                              accepted by it and the parties thereto,
                              (iii) the amount of any principal or
                              interest due and payable or to become due
                              and payable from the Borrower to each
                              Lender hereunder or under the Notes and
                              (iv) the amount of any sum received by the
                              Payment and Disbursement Agent from the
                              Borrower hereunder and each Lender's share
                              thereof.

                                   4.3.4.    Entries Binding.  The
                              entries made in the Register and each Loan
                              Account shall be conclusive and binding
                              for all purposes, absent manifest error.

                                   4.3.5.    No Recourse to Limited
                              Partners or General Partners.
                              Notwithstanding anything contained in this
                              Agreement to the contrary, it is expressly
                              understood and agreed that nothing herein
                              or in the Notes shall be construed as
                              creating any liability on any Limited
                              Partner, any General Partner, or any
                              partner, officer, shareholder or director
                              of any Limited Partner or any General
                              Partner, to pay any of the Obligations
                              other than liability arising from or in
                              connection with (i) fraud or (ii) the
                              misappropriation or misapplication of
                              proceeds of the Loans; but nothing
                              contained in this Section 4.3(e) shall be
                              construed to prevent the exercise of any
                              remedy allowed to the Payment and
                              Disbursement Agent, the Arrangers, the Co-
                              Agents or the Lenders by law or by the
                              terms of this Agreement or the other Loan
                              Documents which does not relate to or
                              result in such an obligation by any
                              Limited Partner or any General Partner (or
                              any partner, officer, shareholder or
                              director of any Limited Partner or any
                              General Partner) to pay money.


                               ARTICLE 5.
                            INTEREST AND FEES

                        5.1.  Interest on the Loans and other
                      Obligations.

                                   5.1.1.    Rate of Interest.  All
                              Loans and the outstanding principal
                              balance of all other Obligations shall
                              bear interest on the unpaid principal
                              amount thereof from the date such Loans
                              are made and such other Obligations are
                              due and payable until paid in full, except
                              as otherwise provided in Section 5.1(d),
                              as follows:

          5.1.1.0.1.     If a Base Rate Loan or such other Obligation,
     at a rate per annum equal to the sum of (A) the Base Rate, as in
     effect from time to time as interest accrues, plus (B) the then
     Applicable Margin for Base Rate Loans; and

          5.1.1.0.2.      If a Eurodollar Rate Loan, at a rate per annum
     equal to the sum of (A) the Eurodollar Rate determined for the
     applicable Eurodollar Interest Period, plus (B) the then Applicable
     Margin for Eurodollar Rate Loans;

          5.1.1.0.3. If an IBOR Rate Loan, at a rate per annum equal to
     the sum of (A) the IBOR Rate determined for the applicable IBOR
     Interest Period, plus (B) the then Applicable Margin for IBOR Rate
     Loans;

          5.1.1.0.4. If a Eurodollar Money Market Loan, at a rate per
     annum equal to either (A) the sum of (1) the Eurodollar Rate
     determined for the applicable Eurodollar Interest Period
     (determined as if the related Money Market Borrowing were a
     Committed Eurodollar Rate Borrowing) plus (or minus) (2) the Money
     Market Margin quoted by the Lender making such Money Market Loan in
     accordance with Section 2.2. or (B) the Money Market Rate, as
     applicable; and

          5.1.1.0.5. If an IBOR Money Market Loan, at a rate per annum
     equal to either (A) the sum of (1) the IBOR Rate determined for the
     applicable IBOR Interest Period (determined as if the related Money
     Market Borrowing were a Committed IBOR Rate Borrowing) plus (or
     minus) (2) the Money Market Margin quoted by the Lender making such
     Money Market Loan in accordance with Section 2.2. or (B) the Money
     Market Rate, as applicable.

The applicable basis for determining the rate of interest on the Loans
shall be selected by the Borrower at the time a Notice of Borrowing or a
Notice of Conversion/Continuation is delivered by the Borrower to the
Payment and Disbursement Agent; provided, however, the Borrower may not
select the Eurodollar Rate or the IBOR Rate as the applicable basis for
determining the rate of interest on such a Loan if at the time of such
selection an Event of Default or a Potential Event of Default would
occur or has occurred and is continuing and further provided that, from
and after the occurrence of an Event of Default or a Potential Event of
Default, each Eurodollar Rate Loan and IBOR Rate Loan then outstanding
may, at the Payment and Disbursement Agent's option, convert to a Base
Rate Loan.  If on any day any Loan is outstanding with respect to which
notice has not been timely delivered to the Payment and Disbursement
Agent in accordance with the terms of this Agreement specifying the
basis for determining the rate of interest on that day, then for that
day interest on that Loan shall be determined by reference to the Base
Rate.
               5.1.1.0.6.     Interest Payments.  5.1.1.0.6.  Interest
     accrued on each Committed Loan shall be calculated on the last day
     of each calendar month and shall be payable in arrears (A) on the
     first day of each calendar month, commencing on the first such day
     following the making of such Committed Loan, and (B) if not
     theretofore paid in full, at maturity (whether by acceleration or
     otherwise) of such Committed Loan.

               5.1.1.0.7.   Interest accrued on each Money Market Loan
     shall be calculated on the last day of each calendar month during
     the Interest Period applicable thereto (or, if such Interest Period
     is for a period one month or less, on the last day of such Interest
     Period) and shall be payable in arrears (A) if such Money Market
     Loan has an Interest Period longer than one month (1) on the first
     day of each calendar month, commencing on the first such day
     following the making of such Money Market Loan, and (2) if not
     theretofore paid in full, at maturity (whether by acceleration or
     otherwise) of such Money Market Loan; and (B) if such Money Market
     Loan has an Interest Period of one month or less, at maturity
     (whether by acceleration or otherwise) of such Money Market Loan.

               5.1.1.0.8.  Interest accrued on the principal balance of
     all other Obligations shall be calculated on the last day of each
     calendar month and shall be payable in arrears (A) on the first day
     of each calendar month, commencing on the first such day following
     the incurrence of such Obligation, (B) upon repayment thereof in
     full or in part, and (C) if not theretofore paid in full, at the
     time such other Obligation becomes due and payable (whether by
     acceleration or otherwise).

               5.1.1.0.9.     Conversion or Continuation.  5.1.1.0.9.
     The Borrower shall have the option (A) to convert at any time all
     or any part of outstanding Base Rate Loans to Eurodollar Rate Loans
     or IBOR Rate Loans; (B) to convert all or any part of outstanding
     Eurodollar Rate Loans having Eurodollar Interest Periods which
     expire on the same date to Base Rate Loans or IBOR Rate Loans on
     such expiration date; (C) to convert all or any part of outstanding
     IBOR Rate Loans having IBOR Interest Periods which expire on the
     same date to Base Rate Loans or Eurodollar Rate Loans on such
     expiration date; (D) to continue all or any part of outstanding
     Eurodollar Rate Loans having Eurodollar Interest Periods which
     expire on the same date as Eurodollar Rate Loans, and the
     succeeding Eurodollar Interest Period of such continued Loans shall
     commence on such expiration date; (E) to continue all or any part
     of outstanding IBOR Rate Loans having IBOR Interest Periods which
     expire on the same date as IBOR Rate Loans, and the succeeding IBOR
     Interest Period of such continued Loans shall commence on such
     expiration date; provided, however, no such outstanding Loan may be
     continued as, or be converted into, a Eurodollar Rate Loan or an
     IBOR Rate Loan (i) if the continuation of, or the conversion into,
     would violate any of the provisions of Section 5.2 or (ii) if an
     Event of Default or a Potential Event of Default would occur or has
     occurred and is continuing.  Any conversion into or continuation of
     Eurodollar Rate Loans or IBOR Rate Loans under this Section 5.1(c)
     shall be in a minimum amount of $1,000,000 and in integral
     multiples of $100,000 in excess of that amount, except in the case
     of a conversion into or a continuation of an entire Borrowing of
     Non Pro Rata Loans.

               5.1.1.0.10.  To convert or continue a Loan under Section
     5.1(c)(i), the Borrower shall deliver a Notice of
     Conversion/Continuation to the Payment and Disbursement Agent no
     later than 11:00 a.m. (New York time) at least three (3) Business
     Days in advance of the proposed conversion/continuation date.  A
     Notice of Conversion/Continuation shall specify (A) the proposed
     conversion/continuation date (which shall be a Business Day), (B)
     the principal amount of the Loan to be converted/continued, (C)
     whether such Loan shall be converted and/or continued, (D) in the
     case of a conversion to, or continuation of, a Eurodollar Rate
     Loan, the requested Eurodollar Interest Period, and (E) in the case
     of a conversion to, or continuation of, an IBOR Rate Loan, the
     requested IBOR Interest Period.  In lieu of delivering a Notice of
     Conversion/Continuation, the Borrower may give the Payment and
     Disbursement Agent telephonic notice of any proposed
     conversion/continuation by the time required under this
     Section 5.1(c)(ii), if the Borrower confirms such notice by
     delivery of the Notice of Conversion/Continuation to the Payment
     and Disbursement Agent by facsimile transmission promptly, but in
     no event later than 3:00 p.m. (New York time) on the same day.
     Promptly after receipt of a Notice of Conversion/Continuation under
     this Section 5.1(c)(ii) (or telephonic notice in lieu thereof), the
     Payment and Disbursement Agent shall notify each Lender by
     facsimile transmission, or other similar form of transmission, of
     the proposed conversion/continuation.  Any Notice of
     Conversion/Continuation for conversion to, or continuation of, a
     Loan (or telephonic notice in lieu thereof) given pursuant to this
     Section 5.1(c)(ii) shall be irrevocable, and the Borrower shall be
     bound to convert or continue in accordance therewith.  In the event
     no Notice of Conversion/Continuation is delivered as and when
     specified in this Section 5.1(c)(ii) with respect to outstanding
     Eurodollar Rate Loans or IBOR Rate Loans, upon the expiration of
     the Interest Period applicable thereto, such Loans shall
     automatically be continued as Eurodollar Rate Loans with a
     Eurodollar Interest Period of thirty (30) days; provided, however,
     no such outstanding Loan may be continued as, or be converted into,
     a Eurodollar Rate Loan or an IBOR Rate Loan (i) if the continuation
     of, or the conversion into, would violate any of the provisions of
     Section 5.2 or (ii) if an Event of Default or a Potential Event of
     Default would occur or has occurred and is continuing.

                                   5.1.2.    Default Interest.
                              Notwithstanding the rates of interest
                              specified in Section 5.1(a) or elsewhere
                              in this Agreement, effective immediately
                              upon the occurrence of an Event of
                              Default, and for as long thereafter as
                              such Event of Default shall be continuing,
                              the principal balance of all Loans and
                              other Obligations shall bear interest at a
                              rate equal to the sum of (A) the Base
                              Rate, as in effect from time to time as
                              interest accrues, plus (B) four percent
                              (4.0%) per annum.

                                   5.1.3.    Computation of
                              Interest.  Interest on all Obligations
                              shall be computed on the basis of the
                              actual number of days elapsed in the
                              period during which interest accrues and a
                              year of 360 days.  In computing interest
                              on any Loan, the date of the making of the
                              Loan or the first day of a Eurodollar
                              Interest Period, as the case may be, shall
                              be included and the date of payment or the
                              expiration date of a Eurodollar Interest
                              Period, as the case may be, shall be
                              excluded; provided, however, if a Loan is
                              repaid on the same day on which it is
                              made, one (1) day's interest shall be paid
                              on such Loan.

                                   5.1.4.    Eurodollar Rate
                              Information.   Upon the reasonable request
                              of the Borrower from time to time, the
                              Payment and Disbursement Agent shall
                              promptly provide to the Borrower such
                              information with respect to the applicable
                              Eurodollar Rate as may be so requested.

                                   5.1.5.    IBOR Rate Information.
                              Upon the reasonable request of the
                              Borrower from time to time, the Payment
                              and Disbursement Agent shall promptly
                              provide to the Borrower such information
                              with respect to the applicable IBOR Rate
                              as may be so requested.

                        5.2.  Special Provisions Governing Eurodollar
                      Rate Loans, IBOR Rate Loans, and Money Market
                      Loans.

                                   5.2.1.    Amount of Eurodollar Rate
                              Loans and IBOR Rate Loans.  Each
                              Eurodollar Rate Loan shall be in a minimum
                              principal amount of $1,500,000 and in
                              integral multiples of $100,000 in excess
                              of that amount. Each IBOR Rate Loan shall
                              be in a minimum principal amount of
                              $1,500,000 and in integral multiples of
                              $100,000 in excess of that amount. IBOR
                              Rate Loans shall not, in the aggregate
                              outstanding at any time, exceed the lesser
                              of (i) $150,000,000 and (ii) the Revolving
                              Credit Availability.

                                   5.2.2.    Determination of Eurodollar
                              Interest Period.  By giving notice as set
                              forth in Section 2.1(b) (with respect to a
                              Borrowing of Eurodollar Rate Loans or IBOR
                              Rate Loans), Section 2.2 (with respect to
                              a Borrowing of Money Market Loans), or
                              Section 5.1(c) (with respect to a
                              conversion into or continuation of
                              Eurodollar Rate Loans), the Borrower shall
                              have the option, subject to the other
                              provisions of this Section 5.2, to select
                              an interest period (each, an "Interest
                              Period") to apply to the Loans described
                              in such notice, subject to the following
                              provisions:

          5.2.2.0.1.  The Borrower may only select, as to a particular
     Borrowing of Eurodollar Rate Loans, an Interest Period (each, a
     "Eurodollar Interest Period") of one, two, three or six months in
     duration or, with the prior written consent of the Arrangers, a
     shorter or a longer duration;

          5.2.2.0.2.  The Borrower may only select, as to a particular
     Borrowing of Eurodollar Money Market Loans, a Eurodollar Interest
     Period of one, two, or three months in duration;

          5.2.2.0.3. In the case of immediately successive Eurodollar
     Interest Periods applicable to a Borrowing of Eurodollar Rate
     Loans, each successive Eurodollar Interest Period shall commence on
     the day on which the next preceding Eurodollar Interest Period
     expires;

          5.2.2.0.4.  If any Eurodollar Interest Period would otherwise
     expire on a day which is not a Business Day, such Eurodollar
     Interest Period shall be extended to expire on the next succeeding
     Business Day if the next succeeding Business Day occurs in the same
     calendar month, and if there will be no succeeding Business Day in
     such calendar month, the Eurodollar Interest Period shall expire on
     the immediately preceding Business Day;

          5.2.2.0.5.  The Borrower may only select, as to a particular
     Borrowing of IBOR Rate Loans, an Interest Period (each, an "IBOR
     Interest Period") of fourteen (14) days in duration, provided that
     no IBOR Interest Period shall exist during any IBOR Black-Out
     Period;

          5.2.2.0.6.  The Borrower may only select, as to a particular
     Borrowing of IBOR Money Market Loans, an IBOR Interest Period of
     fourteen (14) days in duration, provided that no IBOR Interest
     Period shall exist during any IBOR Black-Out Period;

          5.2.2.0.7. In the case of immediately successive IBOR Interest
     Periods applicable to a Borrowing of IBOR Rate Loans, each
     successive IBOR Interest Period shall commence on the day on which
     the next preceding IBOR Interest Period expires;

          5.2.2.0.8.  If any IBOR Interest Period would otherwise expire
     on a day which is not a Business Day, such IBOR Interest Period
     shall be extended to expire on the next succeeding Business Day if
     the next succeeding Business Day occurs in the same calendar month,
     and if there will be no succeeding Business Day in such calendar
     month, the IBOR Interest Period shall expire on the immediately
     preceding Business Day;

          5.2.2.0.9.  The Borrower may not select an IBOR Interest
     Period as to any IBOR Rate Loan or IBOR Money Market Loan if such
     IBOR Interest Period terminates during any IBOR Black-Out Period;

          5.2.2.0.10.  The Borrower may not select an Interest Period as
     to any Loan if such Interest Period terminates later than the
     Revolving Credit Termination Date;

          5.2.2.0.11.  The Borrower may not select an Interest Period
     with respect to any portion of principal of a Loan which extends
     beyond a date on which the Borrower is required to make a scheduled
     payment of such portion of principal; and

          5.2.2.0.12.  There shall be no more than twelve (12) Interest
     Periods in effect at any one time with respect to Eurodollar Rate
     Loans or IBOR Rate Loans.

                                   5.2.3.    Determination of Eurodollar
                              Interest Rate and IBOR Rate.

          (i) As soon as practicable on the second Business Day prior to
     the first day of each Eurodollar Interest Period (the "Eurodollar
     Interest Rate Determination Date"), the Payment and Disbursement
     Agent shall determine (pursuant to the procedures set forth in the
     definition of "Eurodollar Rate") the interest rate which shall
     apply to the Eurodollar Rate Loans or Eurodollar Money Market Loans
     for which an interest rate is then being determined for the
     applicable Eurodollar Interest Period and shall promptly give
     notice thereof (in writing or by telephone confirmed in writing) to
     the Borrower and to each Lender.  The Payment and Disbursement
     Agent's determination shall be presumed to be correct, absent
     manifest error, and shall be binding upon the Borrower.

          (ii)  As soon as practicable on (A) the Business Day prior to
     the first day of each IBOR Interest Period, with respect to an IBOR
     Rate Loan and (B) the second Business Day prior to the first day of
     each IBOR Interest Period with respect to an IBOR Money Market Loan
     (each, an "IBOR Interest Rate Determination Date"), the Payment and
     Disbursement Agent shall determine (pursuant to the procedures set
     forth in the definition of "IBOR Rate") the interest rate which
     shall apply to the IBOR Rate Loans or IBOR Money Market Loans for
     which an interest rate is then being determined for the applicable
     IBOR Interest Period and shall promptly give notice thereof (in
     writing or by telephone confirmed in writing) to the Borrower and
     to each Lender.  The Payment and Disbursement Agent's determination
     shall be presumed to be correct, absent manifest error, and shall
     be binding upon the Borrower and each Lender.

                                   5.2.4.    Interest Rate
                              Unascertainable, Inadequate or Unfair.  In
                              the event that at least one (1) Business
                              Day before a Eurodollar Interest Rate
                              Determination Date or an IBOR Interest
                              Rate Determination Date:

          5.2.4.0.1.     the Payment and Disbursement Agent is advised
     (A) by the Reference Bank that deposits in Dollars (in the
     applicable amounts) are not being offered by the Reference Bank in
     the London interbank market for such Eurodollar Interest Period, or
     (B) by the IBOR Reference Banks that deposits in Dollars (in the
     applicable amounts) are not being offered by the Reference Banks in
     the interbank market for such IBOR Interest Period; or

          5.2.4.0.2.     the Payment and Disbursement Agent determines
     that adequate and fair means do not exist for ascertaining the
     applicable interest rates by reference to which the Eurodollar Rate
     or the IBOR Rate (as applicable)then being determined is to be
     fixed; or

          5.2.4.0.3.  the Requisite Lenders advise the Payment and
     Disbursement Agent that (A) the Eurodollar Rate for Eurodollar Rate
     Loans comprising such Borrowing will not adequately reflect the
     cost to such Requisite Lenders of obtaining funds in Dollars in the
     London interbank market in the amount substantially equal to such
     Lenders' Eurodollar Rate Loans in Dollars and for a period equal to
     such Eurodollar Interest Period, or (B) the IBOR Rate for IBOR Rate
     Loans comprising such Borrowing will not adequately reflect the
     cost to such Requisite Lenders of obtaining funds in Dollars in the
     interbank market in the amount substantially equal to such Lenders'
     IBOR Rate Loans in Dollars and for a period equal to such IBOR
     Interest Period; or

          5.2.4.0.4.   (A) the applicable Lender(s) advise the Payment
     and Disbursement Agent that the Eurodollar Rate for Eurodollar
     Money Market Loans comprising such Borrowing will not adequately
     reflect the cost to such Lender(s) of obtaining funds in Dollars in
     the London Interbank market in the amount substantially equal to
     such Lender(s)' Money Market Loans in Dollars and for a period
     equal to such Eurodollar Interest Period, or (B) the applicable
     Lender(s) advise the Payment and Disbursement Agent that the IBOR
     Rate for IBOR Money Market Loans comprising such Borrowing will not
     adequately reflect the cost to such Lender(s) of obtaining funds in
     Dollars in the interbank market in the amount substantially equal
     to such Lender(s)' IBOR Money Market Loans in Dollars and for a
     period equal to such IBOR Interest Period;

then the Payment and Disbursement Agent shall forthwith give notice
thereof to the Borrower, whereupon (until the Payment and Disbursement
Agent notifies the Borrower that the circumstances giving rise to such
suspension no longer exist) the right of the Borrower to elect to have
Loans bear interest based upon the Eurodollar Rate or the IBOR Rate, as
applicable, shall be suspended and each outstanding Eurodollar Rate Loan
and Eurodollar Money Market Loan or IBOR Rate Loan and IBOR Money Market
Loan, as applicable, shall be converted into a Base Rate Loan on the
last day of the then current Interest Period therefor, notwithstanding
any prior election by the Borrower to the contrary.

               5.2.4.0.5.     Illegality.  5.2.4.0.5.  If at any time
     any Lender determines (which determination shall, absent manifest
     error, be final and conclusive and binding upon all parties) that
     the making or continuation of any Eurodollar Rate Loan, IBOR Rate
     Loan or Money Market Loan has become unlawful or impermissible by
     compliance by that Lender with any law, governmental rule,
     regulation or order of any Governmental Authority (whether or not
     having the force of law and whether or not failure to comply
     therewith would be unlawful or would result in costs or penalties),
     then, and in any such event, such Lender may give notice of that
     determination, in writing, to the Borrower and the Payment and
     Disbursement Agent, and the Payment and Disbursement Agent shall
     promptly transmit the notice to each other Lender.

              5.2.4.0.6.  When notice is given by a Lender under Section
     5.2(e)(i), (A) the Borrower's right to request from such Lender and
     such Lender's obligation, if any, to make Eurodollar Rate Loans or
     IBOR Rate Loans, as applicable, shall be immediately suspended, and
     such Lender shall make a Base Rate Loan as part of any requested
     Borrowing of Eurodollar Rate Loans or IBOR Rate Loans (as
     applicable) and (B) if the affected Eurodollar Rate Loans, IBOR
     Rate Loans, Eurodollar Money Market Loans, or IBOR Money Market
     Loans are then outstanding, the Borrower shall immediately, or if
     permitted by applicable law, no later than the date permitted
     thereby, upon at least one (1) Business Day's prior written notice
     to the Payment and Disbursement Agent and the affected Lender,
     convert each such Loan into a Base Rate Loan.
             5.2.4.0.7.  If at any time after a Lender gives notice
     under Section 5.2(e)(i) such Lender determines that it may lawfully
     make Eurodollar Rate Loans and/or IBOR Rate Loans (as applicable),
     such Lender shall promptly give notice of that determination, in
     writing, to the Borrower and the Payment and Disbursement Agent,
     and the Payment and Disbursement Agent shall promptly transmit the
     notice to each other Lender.  The Borrower's right to request, and
     such Lender's obligation, if any, to make Eurodollar Rate Loans
     and/or IBOR Rate Loans(as applicable) shall thereupon be restored.

                                   5.2.5.    Compensation.  In addition
                              to all amounts required to be paid by the
                              Borrower pursuant to Section 5.1 and
                              Article XIII, the Borrower shall
                              compensate each Lender, upon demand, for
                              all losses, expenses and liabilities
                              (including, without limitation, any loss
                              or expense incurred by reason of the
                              liquidation or reemployment of deposits or
                              other funds acquired by such Lender to
                              fund or maintain such Lender's Eurodollar
                              Rate Loans, IBOR Rate Loans and/or Money
                              Market Loans to the Borrower but excluding
                              any loss of Applicable Margin on the
                              relevant Loans) which that Lender may
                              sustain (i) if for any reason a Borrowing,
                              conversion into or continuation of
                              Eurodollar Rate Loans and/or Eurodollar
                              Money Market Loans or IBOR Rate Loans
                              and/or IBOR Rate Money Market Loans does
                              not occur on a date specified therefor in
                              a Notice of Borrowing or a Notice of
                              Conversion/Continuation given by the
                              Borrower or in a telephonic request by it
                              for borrowing or conversion/ continuation
                              or a successive Eurodollar Interest Period
                              or IBOR Interest Period does not commence
                              after notice therefor is given pursuant to
                              Section 5.1(c), including, without
                              limitation, pursuant to Section 5.2(d),
                              (ii) if for any reason any Eurodollar Rate
                              Loan, IBOR Rate Loan or Money Market Loan
                              is prepaid (including, without limitation,
                              mandatorily pursuant to Section 4.1(d)) on
                              a date which is not the last day of the
                              applicable Interest Period, (iii) as a
                              consequence of a required conversion of a
                              Eurodollar Rate Loan, IBOR Rate Loan or
                              Money Market Loan to a Base Rate Loan as a
                              result of any of the events indicated in
                              Section 5.2(d), or (iv) as a consequence
                              of any failure by the Borrower to repay a
                              Eurodollar Rate Loan, IBOR Rate Loan or
                              Money Market Loan when required by the
                              terms of this Agreement.  The Lender
                              making demand for such compensation shall
                              deliver to the Borrower concurrently with
                              such demand a written statement in
                              reasonable detail as to such losses,
                              expenses and liabilities, and this
                              statement shall be conclusive as to the
                              amount of compensation due to that Lender,
                              absent manifest error.

                                   5.2.6.    Booking of Eurodollar Rate
                              Loans, IBOR Rate Loans and Money Market
                              Loans.  Any Lender may make, carry or
                              transfer Eurodollar Rate Loans, IBOR Rate
                              Loans and Money Market Loans at, to, or
                              for the account of, its Eurodollar Lending
                              Office or Eurodollar Affiliate or its
                              other offices or Affiliates.  No Lender
                              shall be entitled, however, to receive any
                              greater amount under Sections 4.2 or
                              5.2(f) or Article XIII as a result of the
                              transfer of any such Eurodollar Rate Loan,
                              IBOR Rate Loan or Money Market Loan to any
                              office (other than such Eurodollar Lending
                              Office) or any Affiliate (other than such
                              Eurodollar Affiliate) than such Lender
                              would have been entitled to receive
                              immediately prior thereto, unless (i) the
                              transfer occurred at a time when
                              circumstances giving rise to the claim for
                              such greater amount did not exist and (ii)
                              such claim would have arisen even if such
                              transfer had not occurred.

                                   5.2.7.    Affiliates Not
                              Obligated.  No Eurodollar Affiliate or
                              other Affiliate of any Lender shall be
                              deemed a party to this Agreement or shall
                              have any liability or obligation under
                              this Agreement.

                                   5.2.8.    Adjusted Eurodollar Rate.
                              Any failure by any Lender to take into
                              account the Eurodollar Reserve Percentage
                              when calculating interest due on
                              Eurodollar Rate Loans or Money Market
                              Loans shall not constitute, whether by
                              course of dealing or otherwise, a waiver
                              by such Lender of its right to collect
                              such amount for any future period.

                        5.3.  Fees.

                                   5.3.1.    Facility Fee.   During the
                              time, from time to time, that the Borrower
                              maintains an Investment Grade Credit
                              Rating, the Borrower shall pay to the
                              Payment and Disbursement Agent, for the
                              account of the Lenders based on their
                              respective Pro Rata Shares, a fee (the
                              "Facility Fee"), accruing at a per annum
                              rate equal to the then applicable Facility
                              Fee Percentage on the Maximum Revolving
                              Credit Amount, such fee being payable
                              quarterly, in arrears, commencing on the
                              first day of the fiscal quarter next
                              succeeding the Closing Date and on the
                              first day of each fiscal quarter
                              thereafter for so long as the Borrower
                              maintains an Investment Grade Credit
                              Rating; provided, however, that in the
                              event that the Borrower loses its
                              Investment Grade Credit Rating during any
                              fiscal quarter, the Facility Fee shall be
                              payable only for the portion of such
                              fiscal quarter during which Borrower
                              maintained an Investment Grade Credit
                              Rating.  Notwithstanding the foregoing, in
                              the event that any Lender fails to fund
                              its Pro Rata Share of any Loan requested
                              by the Borrower which such Lender is
                              obligated to fund under the terms of this
                              Agreement, (A) such Lender shall not be
                              entitled to any portion of the Facility
                              Fee with respect to its Revolving Credit
                              Commitment until such failure has been
                              cured in accordance with Section
                              4.2(b)(v)(B) and (B) until such time, the
                              Facility Fee shall accrue in favor of the
                              Lenders which have funded their respective
                              Pro Rata Shares of such requested Loan,
                              shall be allocated among such performing
                              Lenders ratably based upon their relative
                              Revolving Credit Commitments, and shall be
                              calculated based upon the average amount
                              by which the aggregate Revolving Credit
                              Commitments of such performing Lenders
                              exceeds the sum of (I) the outstanding
                              principal amount of the Loans owing to
                              such performing Lenders, and (II) the
                              outstanding Reimbursement Obligations
                              owing to such performing Lenders, and
                              (III) the aggregate participation
                              interests of such performing Lenders
                              arising pursuant to Section 3.1(e) with
                              respect to undrawn and outstanding Letters
                              of Credit.

                                   5.3.2.    Unused Commitment Fee.
                              During the time, from time to time, that
                              the Borrower fails to maintain an
                              Investment Grade Credit Rating, the
                              Borrower shall pay to the Payment and
                              Disbursement Agent, for the account of the
                              Lenders based on their respective Pro Rata
                              Shares, a fee (the "Unused Commitment
                              Fee"), accruing at a per annum rate equal
                              to the then applicable Unused Commitment
                              Fee Percentage on the Unused Facility,
                              such fee being payable quarterly, in
                              arrears, commencing on the first day of
                              the fiscal quarter next succeeding the
                              date that the Borrower fails to maintain
                              an Investment Grade Credit Rating and on
                              the first day of each fiscal quarter
                              thereafter, until the Borrower regains an
                              Investment Grade Credit Rating; provided,
                              however, that in the event that the
                              Borrower regains an Investment Grade
                              Credit Rating during any fiscal quarter,
                              the Unused Commitment Fee shall be payable
                              only for the portion of such fiscal
                              quarter during which Borrower failed to
                              maintain an Investment Grade Credit
                              Rating.  Notwithstanding the foregoing, in
                              the event that any Lender fails to fund
                              its Pro Rata Share of any Loan requested
                              by the Borrower which such Lender is
                              obligated to fund under the terms of this
                              Agreement, (A) such Lender shall not be
                              entitled to any portion of the Unused
                              Commitment Fee with respect to its
                              Revolving Credit Commitment until such
                              failure has been cured in accordance with
                              Section 4.2(b)(v)(B) and (B) until such
                              time, the Unused Commitment Fee shall
                              accrue in favor of the Lenders which have
                              funded their respective Pro Rata Shares of
                              such requested Loan, shall be allocated
                              among such performing Lenders ratably
                              based upon their relative Revolving Credit
                              Commitments, and shall be calculated based
                              upon the average amount by which the
                              aggregate Revolving Credit Commitments of
                              such performing Lenders exceeds the sum of
                              (I) the outstanding principal amount of
                              the Loans owing to such performing
                              Lenders, and (II) the outstanding
                              Reimbursement Obligations owing to such
                              performing Lenders, and (III) the
                              aggregate participation interests of such
                              performing Lenders arising pursuant to
                              Section 3.1(e) with respect to undrawn and
                              outstanding Letters of Credit.

                                   5.3.3.    Calculation and Payment of
                              Fees.  All fees shall be calculated on the
                              basis of the actual number of days elapsed
                              in a 360-day year.  All fees shall be
                              payable in addition to, and not in lieu
                              of, interest, compensation, expense
                              reimbursements, indemnification and other
                              Obligations.  Fees shall be payable to the
                              Payment and Disbursement Agent at its
                              office in New York, New York in
                              immediately available funds.  All fees
                              shall be fully earned and nonrefundable
                              when paid.  All fees due to any Arranger
                              or any other Lender, including, without
                              limitation, those referred to in this
                              Section 5.3, shall bear interest, if not
                              paid when due, at the interest rate
                              specified in Section 5.1(d) and shall
                              constitute Obligations.


                               ARTICLE 6.
                CONDITIONS TO LOANS AND LETTERS OF CREDIT

                        6.1.  Conditions Precedent to the Initial Loans
                      and Letters of Credit.  The obligation of each
                      Lender on the Initial Funding Date to make any
                      Loan requested to be made by it, and to issue
                      Letters of Credit, shall be subject to the
                      satisfaction of all of the following conditions
                      precedent:

                                   6.1.1.    Documents.  The Payment and
                              Disbursement Agent shall have received on
                              or before the Initial Funding Date all of
                              the following:

          6.1.1.0.1.     this Agreement, the Notes, and, to the extent
     not otherwise specifically referenced in this Section 6.1(a), all
     other Loan Documents and agreements, documents and instruments
     described in the List of Closing Documents attached hereto as
     Exhibit E and made a part hereof, each duly executed and in
     recordable form, where appropriate, and in form and substance
     satisfactory to the Payment and Disbursement Agent; without
     limiting the foregoing, the Borrower hereby directs its legal
     counsel to prepare and deliver to the Agents, the Lenders, and
     Skadden, Arps, Slate, Meagher & Flom LLP the legal opinions
     referred to in such List of Closing Documents; and

          6.1.1.0.2.  such additional documentation as the Payment and
     Disbursement Agent may reasonably request.

                                   6.1.2.    No Legal Impediments.  No
                              law, regulation, order, judgment or decree
                              of any Governmental Authority shall, and
                              the Payment and Disbursement Agent shall
                              not have received any notice that
                              litigation is pending or threatened which
                              is likely to (i) enjoin, prohibit or
                              restrain the making of the Loans and/or
                              the issuance of Letters of Credit on the
                              Initial Funding Date or (ii) impose or
                              result in the imposition of a Material
                              Adverse Effect.

                                   6.1.3.    No Change in Condition.  No
                              change in the business, assets,
                              management, operations, financial
                              condition or prospects of the Borrower or
                              any of its Properties shall have occurred
                              since March 31, 1999, which change, in the
                              judgment of the Payment and Disbursement
                              Agent, will have or is reasonably likely
                              to have a Material Adverse Effect.

                                   6.1.4.    Interim Liabilities and
                              Equity.  Except as disclosed to the
                              Arrangers and the Lenders, since March 31,
                              1999, neither the Borrower nor the Company
                              shall have (i) entered into any material
                              (as determined in good faith by the
                              Payment and Disbursement Agent) commitment
                              or transaction, including, without
                              limitation, transactions for borrowings
                              and capital expenditures, which are not in
                              the ordinary course of the Borrower's
                              business, (ii) declared or paid any
                              dividends or other distributions other
                              than in the ordinary course of business,
                              (iii) established compensation or employee
                              benefit plans, or (iv) redeemed or issued
                              any equity Securities.

                                   6.1.5.    No Loss of Material
                              Agreements and Licenses.  Since March 31,
                              1999, no agreement or license relating to
                              the business, operations or employee
                              relations of the Borrower or any of its
                              Properties shall have been terminated,
                              modified, revoked, breached or declared to
                              be in default, the termination,
                              modification, revocation, breach or
                              default under which, in the reasonable
                              judgment of the Payment and Disbursement
                              Agent, would result in a Material Adverse
                              Effect.

                                   6.1.6.    No Market Changes.  Since
                              March 31, 1999, no material adverse change
                              shall have occurred in the conditions in
                              the capital markets or the market for loan
                              syndications generally.

                                   6.1.7.    No Default.  No Event of
                              Default or Potential Event of Default
                              shall have occurred and be continuing or
                              would result from the making of the Loans
                              or the issuance of any Letter of Credit.

                                   6.1.8.    Representations and
                              Warranties.  All of the representations
                              and warranties contained in Section 7.1
                              and in any of the other Loan Documents
                              shall be true and correct in all material
                              respects on and as of the Initial Funding
                              Date.

                                   6.1.9.    Fees and Expenses Paid.
                              There shall have been paid to the Payment
                              and Disbursement Agent, for the accounts
                              of the Agents and the other Lenders, as
                              applicable, all fees due and payable on or
                              before the Initial Funding Date and all
                              expenses due and payable on or before the
                              Initial Funding Date, including, without
                              limitation, reasonable attorneys' fees and
                              expenses, and other costs and expenses
                              incurred in connection with the Loan
                              Documents.

                        6.2.  Conditions Precedent to All Subsequent
                      Loans and Letters of Credit.  The obligation of
                      each Lender to make any Loan requested to be made
                      by it on any date after the Initial Funding Date
                      and the agreement of each Lender to issue any
                      Letter of Credit or participate therein on any
                      date after the Initial Funding Date is subject to
                      the following conditions precedent as of each
                      such date:

                                   6.2.1.    Representations and
                              Warranties.  As of such date, both before
                              and after giving effect to the Loans to be
                              made or the Letter of Credit to be issued
                              on such date, all of the representations
                              and warranties of the Borrower contained
                              in Section 7.1 and in any other Loan
                              Document (other than representations and
                              warranties which expressly speak as of a
                              different date) shall be true and correct
                              in all material respects.

                                   6.2.2.    No Defaults.  No Event of
                              Default or Potential Event of Default
                              shall have occurred and be continuing or
                              would result from the making of the
                              requested Loan or issuance of the
                              requested Letter of Credit.

                                   6.2.3.    No Legal Impediments.  No
                              law, regulation, order, judgment or decree
                              of any Governmental Authority shall, and
                              the Payment and Disbursement Agent shall
                              not have received from such Lender notice
                              that, in the judgment of such Lender,
                              litigation is pending or threatened which
                              is likely to, enjoin, prohibit or
                              restrain, or impose or result in the
                              imposition of any material adverse
                              condition upon, such Lender's making of
                              the requested Loan or participation in or
                              issuance of the requested Letter of
                              Credit.

                                   6.2.4.    No Material Adverse Effect.
                              The Borrower has not received written
                              notice from the Requisite Lenders that an
                              event has occurred since the date of this
                              Agreement which has had and continues to
                              have, or is reasonably likely to have, a
                              Material Adverse Effect.

Each submission by the Borrower to the Payment and Disbursement Agent of
a Notice of Borrowing with respect to a Loan or a Notice of
Conversion/Continuation with respect to any Loan, each acceptance by the
Borrower of the proceeds of each Loan made, converted or continued
hereunder, each submission by the Borrower to a Lender of a request for
issuance of a Letter of Credit and the issuance of such Letter of
Credit, shall constitute a representation and warranty by the Borrower
as of the Funding Date in respect of such Loan, the date of conversion
or continuation and the date of issuance of such Letter of Credit, that
all the conditions contained in this Section 6.2 have been satisfied or
waived in accordance with Section 15.7.


                               ARTICLE 7.
                     REPRESENTATIONS AND WARRANTIES

                        7.1.  Representations and Warranties of the
                      Borrower.  In order to induce the Lenders to
                      enter into this Agreement and to make the Loans
                      and the other financial accommodations to the
                      Borrower and to issue the Letters of Credit
                      described herein, the Borrower hereby represents
                      and warrants to each Lender that the following
                      statements are true, correct and complete:

               7.1.0.0.1.     Organization; Powers.  7.1.0.0.1. The
     Borrower (A) is a limited partnership duly organized, validly
     existing and in good standing under the laws of the State of
     Delaware, (B) is duly qualified to do business and is in good
     standing under the laws of each jurisdiction in which failure to be
     so qualified and in good standing will have or is reasonably likely
     to have a Material Adverse Effect, (C) has filed and maintained
     effective (unless exempt from the requirements for filing) a
     current Business Activity Report with the appropriate Governmental
     Authority in each state in which failure to do so would have a
     Material Adverse Effect, (D) has all requisite power and authority
     to own, operate and encumber its Property and to conduct its
     business as presently conducted and as proposed to be conducted in
     connection with and following the consummation of the transactions
     contemplated by this Agreement and (E) is a partnership for federal
     income tax purposes.

               7.1.0.0.2.  The Company (A) is a corporation duly
     organized, validly existing and in good standing under the laws of
     the State of Delaware, (B) is duly authorized and qualified to do
     business and is in good standing under the laws of each
     jurisdiction in which failure to be so qualified and in good
     standing will have or is reasonably likely to have a Material
     Adverse Effect, and (C) has all requisite corporate power and
     authority to own, operate and encumber its Property and to conduct
     its business as presently conducted.

               7.1.0.0.3.  SD (A) is a corporation duly organized,
     validly existing and in good standing under the laws of the State
     of Ohio, (B) is duly authorized and qualified to do business and is
     in good standing under the laws of each jurisdiction in which
     failure to be so qualified and in good standing will have or is
     reasonably likely to have a Material Adverse Effect, and (C) has
     all requisite corporate power and authority to own, operate and
     encumber its Property and to conduct its business as presently
     conducted.

               7.1.0.0.4.  SPG (A) is a corporation duly organized,
     validly existing and in good standing under the laws of the State
     of Maryland, (B) is duly authorized and qualified to do business
     and is in good standing under the laws of each jurisdiction in
     which failure to be so qualified and in good standing will have or
     is reasonably likely to have a Material Adverse Effect, and (C) has
     all requisite corporate power and authority to own, operate and
     encumber its Property and to conduct its business as presently
     conducted.

               7.1.0.0.5.  True, correct and complete copies of the
     Organizational Documents identified on Schedule 7.1-A have been
     delivered to the Payment and Disbursement Agent, each of which is
     in full force and effect, has not been modified or amended except
     to the extent set forth indicated therein and, to the best of the
     Borrower's knowledge, there are no defaults under such
     Organizational Documents and no events which, with the passage of
     time or giving of notice or both, would constitute a default under
     such Organizational Documents.

               7.1.0.0.6.  Neither the Borrower, the Company nor any of
     their Affiliates are "foreign persons" within the meaning of
     Section 1445 of the Internal Revenue Code.

               7.1.0.0.7.     Authority.  7.1.0.0.7.  Each General
     Partner has the requisite power and authority to execute, deliver
     and perform this Agreement on behalf of the Borrower and each of
     the other Loan Documents which are required to be executed on
     behalf of the Borrower as required by this Agreement.  Each General
     Partner is the Person who has executed this Agreement and such
     other Loan Documents on behalf of the Borrower and are the sole
     general partners of the Borrower.

               7.1.0.0.8.  The execution, delivery and performance of
     each of the Loan Documents which must be executed in connection
     with this Agreement by the Borrower and to which the Borrower is a
     party and the consummation of the transactions contemplated thereby
     are within the Borrower's partnership powers, have been duly
     authorized by all necessary partnership action (and, in the case of
     the General Partners acting on behalf of the Borrower in connection
     therewith, all necessary corporate action of such General Partner)
     and such authorization has not been rescinded.  No other
     partnership or corporate action or proceedings on the part of the
     Borrower or any General Partner is necessary to consummate such
     transactions.

               7.1.0.0.9.  Each of the Loan Documents to which the
     Borrower is a party has been duly executed and delivered on behalf
     of the Borrower and constitutes the Borrower's legal, valid and
     binding obligation, enforceable against the Borrower in accordance
     with its terms, is in full force and effect and all the terms,
     provisions, agreements and conditions set forth therein and
     required to be performed or complied with by the Company, the
     Borrower and the Borrower's Subsidiaries on or before the Initial
     Funding Date have been performed or complied with, and no Potential
     Event of Default, Event of Default or breach of any covenant by any
     of the Company, the Borrower or any Subsidiary of the Borrower
     exists thereunder.

               7.1.0.0.10.    Subsidiaries; Ownership of Capital Stock
     and Partnership Interests.  7.1.0.0.10.  Schedule 7.1-C
     (A) contains a diagram indicating the corporate structure of the
     Company, the Borrower, and any other Person in which the Company or
     the Borrower holds a direct or indirect partnership, joint venture
     or other equity interest indicating the nature of such interest
     with respect to each Person included in such diagram; and
     (B) accurately sets forth (1) the correct legal name of such
     Person, the jurisdiction of its incorporation or organization and
     the jurisdictions in which it is qualified to transact business as
     a foreign corporation, or otherwise, and (2) the authorized, issued
     and outstanding shares or interests of each class of Securities of
     the Company, the Borrower and the Subsidiaries of the Borrower and
     the owners of such shares or interests.  None of such issued and
     outstanding Securities is subject to any vesting, redemption, or
     repurchase agreement, and there are no warrants or options (other
     than Permitted Securities Options) outstanding with respect to such
     Securities, except as noted on Schedule 7.1-C.  The outstanding
     Capital Stock of the Company is duly authorized, validly issued,
     fully paid and nonassessable and the outstanding Securities of the
     Borrower and its Subsidiaries are duly authorized and validly
     issued.  Attached hereto as part of Schedule 7.1-C is a true,
     accurate and complete copy of the Borrower Partnership Agreement as
     in effect on the Closing Date and such Partnership Agreement has
     not been amended, supplemented, replaced, restated or otherwise
     modified in any respect since the Closing Date.

               7.1.0.0.11.  Except where failure may not have a Material
     Adverse Effect, each Subsidiary: (A) is a corporation or
     partnership, as indicated on Schedule 7.1-C, duly organized,
     validly existing and, if applicable, in good standing under the
     laws of the jurisdiction of its organization, (B) is duly qualified
     to do business and, if applicable, is in good standing under the
     laws of each jurisdiction in which failure to be so qualified and
     in good standing would limit its ability to use the courts of such
     jurisdiction to enforce Contractual Obligations to which it is a
     party, and (C) has all requisite power and authority to own,
     operate and encumber its Property and to conduct its business as
     presently conducted and as proposed to be conducted hereafter.

                                   7.1.1.    No Conflict.  The
                              execution, delivery and performance of
                              each of the Loan Documents to which the
                              Borrower is a party do not and will not
                              (i) conflict with the Organizational
                              Documents of the Borrower or any
                              Subsidiary of the Borrower,
                              (ii) constitute a tortious interference
                              with any Contractual Obligation of any
                              Person or conflict with, result in a
                              breach of or constitute (with or without
                              notice or lapse of time or both) a default
                              under any Requirement of Law or
                              Contractual Obligation of the Borrower,
                              the General Partners, any Limited Partner,
                              any Subsidiary of the Borrower, or any
                              general or limited partner of any
                              Subsidiary of the Borrower, or require
                              termination of any such Contractual
                              Obligation which may subject the Payment
                              and Disbursement Agent or any of the other
                              Lenders to any liability, (iii) result in
                              or require the creation or imposition of
                              any Lien whatsoever upon any of the
                              Property or assets of the Borrower, any
                              General Partner, any Limited Partner, any
                              Subsidiary of the Borrower, or any general
                              partner or limited partner of any
                              Subsidiary of the Borrower, or
                              (iv) require any approval of shareholders
                              of the Company or any general partner (or
                              equity holder of any general partner) of
                              any Subsidiary of the Borrower.

                                   7.1.2.    Governmental Consents.  The
                              execution, delivery and performance of
                              each of the Loan Documents to which the
                              Borrower is a party do not and will not
                              require any registration with, consent or
                              approval of, or notice to, or other action
                              to, with or by any Governmental Authority,
                              except filings, consents or notices which
                              have been made, obtained or given.

                                   7.1.3.    Governmental Regulation.
                              Neither the Borrower nor any General
                              Partner is subject to regulation under the
                              Public Utility Holding Company Act of
                              1935, the Federal Power Act, the
                              Interstate Commerce Act, or the Investment
                              Company Act of 1940, or any other federal
                              or state statute or regulation which
                              limits its ability to incur indebtedness
                              or its ability to consummate the
                              transactions contemplated by this
                              Agreement.

                                   7.1.4.    Financial Position.
                              Complete and accurate copies of the
                              following financial statements and
                              materials have been delivered to the
                              Payment and Disbursement Agent:
                              (i) annual audited financial statements of
                              the Borrower and its Subsidiaries for the
                              fiscal year ended December 31, 1998, and
                              (ii) quarterly financial statements for
                              the Borrower and its Subsidiaries for the
                              fiscal quarter ending March 31, 1999.  All
                              financial statements included in such
                              materials were prepared in all material
                              respects in conformity with GAAP, except
                              as otherwise noted therein, and fairly
                              present in all material respects the
                              respective consolidated financial
                              positions, and the consolidated results of
                              operations and cash flows for each of the
                              periods covered thereby of the Borrower
                              and its Subsidiaries as at the respective
                              dates thereof.  Neither the Borrower nor
                              any of its Subsidiaries has any Contingent
                              Obligation, contingent liability or
                              liability for any taxes, long-term leases
                              or commitments, not reflected in its
                              audited financial statements delivered to
                              the Payment and Disbursement Agent on or
                              prior to the Closing Date or otherwise
                              disclosed to the Payment and Disbursement
                              Agent and the Lenders in writing, which
                              will have or is reasonably likely to have
                              a Material Adverse Effect.

                                   7.1.5.    Indebtedness.  Schedule 7.1-
                              H sets forth, as of June 30, 1999, all
                              Indebtedness for borrowed money of each of
                              the Borrower, the General Partners and
                              their respective Subsidiaries and, except
                              as set forth on Schedule 7.1-H, there are
                              no defaults in the payment of principal or
                              interest on any such Indebtedness and no
                              payments thereunder have been deferred or
                              extended beyond their stated maturity and
                              there has been no material change in the
                              type or amount of such Indebtedness
                              (except for the repayment of certain
                              Indebtedness) since June 30, 1999.
                                   7.1.6.    Litigation; Adverse
                              Effects.  Except as set forth in
                              Schedule 7.1-I, as of the Closing Date,
                              there is no action, suit, proceeding,
                              Claim, investigation or arbitration before
                              or by any Governmental Authority or
                              private arbitrator pending or, to the
                              knowledge of the Borrower, threatened
                              against the Company, the Borrower, or any
                              of their respective Subsidiaries, or any
                              Property of any of them (i) challenging
                              the validity or the enforceability of any
                              of the Loan Documents, (ii) which will or
                              is reasonably likely to result in any
                              Material Adverse Effect, or (iii) under
                              the Racketeering Influenced and Corrupt
                              Organizations Act or any similar federal
                              or state statute where such Person is a
                              defendant in a criminal indictment that
                              provides for the forfeiture of assets to
                              any Governmental Authority as a potential
                              criminal penalty.  There is no material
                              loss contingency within the meaning of
                              GAAP which has not been reflected in the
                              consolidated financial statements of the
                              Company and the Borrower.  None of the
                              Company, the Borrower or any Subsidiary of
                              the Borrower is (A) in violation of any
                              applicable Requirements of Law which
                              violation will have or is reasonably
                              likely to have a Material Adverse Effect,
                              or (B) subject to or in default with
                              respect to any final judgment, writ,
                              injunction, restraining order or order of
                              any nature, decree, rule or regulation of
                              any court or Governmental Authority which
                              will have or is reasonably likely to have
                              a Material Adverse Effect.

                                   7.1.7.    No Material Adverse Effect.
                              Since March 31, 1999, there has occurred
                              no event which has had or is reasonably
                              likely to have a Material Adverse Effect.

                                   7.1.8.    Tax Examinations.  The IRS
                              has examined (or is foreclosed from
                              examining by applicable statutes) the
                              federal income tax returns of any of the
                              Company's, the Borrower's or its
                              Subsidiaries' predecessors in interest
                              with respect to the Projects for all tax
                              periods prior to and including the taxable
                              year ending December 31, 1997 and the
                              appropriate state Governmental Authority
                              in each state in which the Company's, the
                              Borrower's or its Subsidiaries'
                              predecessors in interest with respect to
                              the Projects were required to file state
                              income tax returns has examined (or is
                              foreclosed from examining by applicable
                              statutes) the state income tax returns of
                              any of such Persons with respect to the
                              Projects for all tax periods prior to and
                              including the taxable year ending December
                              31, 1997. All deficiencies which have been
                              asserted against such Persons as a result
                              of any federal, state, local or foreign
                              tax examination for each taxable year in
                              respect of which an examination has been
                              conducted have been fully paid or finally
                              settled or are being contested in good
                              faith, and no issue has been raised in any
                              such examination which, by application of
                              similar principles, reasonably can be
                              expected to result in assertion of a
                              material deficiency for any other year not
                              so examined which has not been reserved
                              for in the financial statements of such
                              Persons to the extent, if any, required by
                              GAAP.  No such Person has taken any
                              reporting positions for which it does not
                              have a reasonable basis nor anticipates
                              any further material tax liability with
                              respect to the years which have not been
                              closed pursuant to applicable law.

                                   7.1.9.    Payment of Taxes.  All tax
                              returns, reports and similar statements or
                              filings of each of the Persons described
                              in Section 7.1(k), the Company, the
                              Borrower and its Subsidiaries required to
                              be filed have been timely filed, and,
                              except for Customary Permitted Liens, all
                              taxes, assessments, fees and other charges
                              of Governmental Authorities thereupon and
                              upon or relating to their respective
                              Properties, assets, receipts, sales, use,
                              payroll, employment, income, licenses and
                              franchises which are shown in such returns
                              or reports to be due and payable have been
                              paid, except to the extent (i) such taxes,
                              assessments, fees and other charges of
                              Governmental Authorities are being
                              contested in good faith by an appropriate
                              proceeding diligently pursued as permitted
                              by the terms of Section 9.4 and (ii) such
                              taxes, assessments, fees and other charges
                              of Governmental Authorities pertain to
                              Property of the Borrower or any of its
                              Subsidiaries and the non-payment of the
                              amounts thereof would not, individually or
                              in the aggregate, result in a Material
                              Adverse Effect.  All other taxes
                              (including, without limitation, real
                              estate taxes), assessments, fees and other
                              governmental charges upon or relating to
                              the respective Properties of the Borrower
                              and its Subsidiaries which are due and
                              payable have been paid, except for
                              Customary Permitted Liens and except to
                              the extent described in clauses (i) and
                              (ii) hereinabove.  The Borrower has no
                              knowledge of any proposed tax assessment
                              against the Borrower, any of its
                              Subsidiaries, or any of the Projects that
                              will have or is reasonably likely to have
                              a Material Adverse Effect.

                                   7.1.10.   Performance.  Neither the
                              Company, the Borrower nor any of their
                              Affiliates has received any notice,
                              citation or allegation, nor has actual
                              knowledge, that (i) it is in default in
                              the performance, observance or fulfillment
                              of any of the obligations, covenants or
                              conditions contained in any Contractual
                              Obligation applicable to it, (ii) any of
                              its Properties is in violation of any
                              Requirements of Law or (iii) any condition
                              exists which, with the giving of notice or
                              the lapse of time or both, would
                              constitute a default with respect to any
                              such Contractual Obligation, in each case,
                              except where such default or defaults, if
                              any, will not have or is not reasonably
                              likely to have a Material Adverse Effect.

                                   7.1.11.   Disclosure.  The
                              representations and warranties of the
                              Borrower contained in the Loan Documents,
                              and all certificates and other documents
                              delivered to the Payment and Disbursement
                              Agent pursuant to the terms thereof, do
                              not contain any untrue statement of a
                              material fact or omit to state a material
                              fact necessary in order to make the
                              statements contained herein or therein, in
                              light of the circumstances under which
                              they were made, not misleading.  The
                              Borrower has not intentionally withheld
                              any fact from the Payment and Disbursement
                              Agent, the Arrangers, the Co-Agents or the
                              other Lenders in regard to any matter
                              which will have or is reasonably likely to
                              have a Material Adverse Effect.
                              Notwithstanding the foregoing, the Lenders
                              acknowledge that the Borrower shall not
                              have liability under this clause (o) with
                              respect to its projections of future
                              events.

                                   7.1.12.   Requirements of Law.  The
                              Borrower and each of its Subsidiaries is
                              in compliance with all Requirements of Law
                              applicable to it and its respective
                              businesses and Properties, in each case
                              where the failure to so comply
                              individually or in the aggregate will have
                              or is reasonably likely to have a Material
                              Adverse Effect.

                                   7.1.13.   Environmental Matters.

                    7.1.13.0.1.  Except as disclosed on Schedule 7.1-P:

                         7.1.13.0.1.1.  the operations of the Borrower,
     each of its Subsidiaries, and their respective Properties comply
     with all applicable Environmental, Health or Safety Requirements of
     Law;

                         7.1.13.0.1.2.  the Borrower and each of its
     Subsidiaries have obtained all material environmental, health and
     safety Permits necessary for their respective operations, and all
     such Permits are in good standing and the holder of each such
     Permit is currently in compliance with all terms and conditions of
     such Permits;

                         7.1.13.0.1.3.  none of the Borrower or any of
     its Subsidiaries or any of their respective present or past
     Property or operations are subject to or are the subject of any
     investigation, judicial or administrative proceeding, order,
     judgment, decree, dispute, negotiations, agreement or settlement
     respecting (I) any Environmental, Health or Safety Requirements of
     Law, (II) any Remedial Action, (III) any Claims or Liabilities and
     Costs arising from the Release or threatened Release of a
     Contaminant into the environment, or (IV) any violation of or
     liability under any Environmental, Health or Safety Requirement of
     Law;

                         7.1.13.0.1.4.  none of Borrower or any of its
     Subsidiaries has filed any notice under any applicable Requirement
     of Law (I)  reporting a Release of a Contaminant; (II) indicating
     past or present treatment, storage or disposal of a hazardous
     waste, as that term is defined under 40 C.F.R. Part 261 or any
     state equivalent; or (III) reporting a violation of any applicable
     Environmental, Health or Safety Requirement of Law;

                         7.1.13.0.1.5.  none of the Borrower's or any of
     its Subsidiaries' present or past Property is listed or proposed
     for listing on the National Priorities List ("NPL") pursuant to
     CERCLA or on the Comprehensive Environmental Response Compensation
     Liability Information System List ("CERCLIS") or any similar state
     list of sites requiring Remedial Action;

                         7.1.13.0.1.6.  neither the Borrower nor any of
     its Subsidiaries has sent or directly arranged for the transport of
     any waste to any site listed or proposed for listing on the NPL,
     CERCLIS or any similar state list;

                         7.1.13.0.1.7.  to the best of Borrower's
     knowledge, there is not now, and to Borrower's knowledge there has
     never been on or in any Project (I) any treatment, recycling,
     storage or disposal of any hazardous waste, as that term is defined
     under 40 C.F.R. Part 261 or any state equivalent; (II) any
     landfill, waste pile, or surface impoundment; (III) any underground
     storage tanks the presence or use of which is or, to Borrower's
     knowledge, has been in violation of applicable Environmental,
     Health or Safety Requirements of Law, (IV) any asbestos-containing
     material which such Person has any reason to believe could subject
     such Person or its Property to Liabilities and Costs arising out of
     or relating to environmental, health or safety matters that would
     result in a Material Adverse Effect; or (V) any polychlorinated
     biphenyls (PCB) used in hydraulic oils, electrical transformers or
     other Equipment which such Person has any reason to believe could
     subject such Person or its Property to Liabilities and Costs
     arising out of or relating to environmental, health or safety
     matters that would result in a Material Adverse Effect;

                         7.1.13.0.1.8.  neither the Borrower nor any of
     its Subsidiaries has received any notice or Claim to the effect
     that any of such Persons is or may be liable to any Person as a
     result of the Release or threatened Release of a Contaminant into
     the environment;

                         7.1.13.0.1.9.  neither the Borrower nor any of
     its Subsidiaries has any contingent liability in connection with
     any Release or threatened Release of any Contaminants into the
     environment;

                         7.1.13.0.1.10.  no Environmental Lien has
     attached to any Property of the Borrower or any Subsidiary of the
     Borrower;

                         7.1.13.0.1.11.  no Property of the Borrower or
     any Subsidiary of the Borrower is subject to any Environmental
     Property Transfer Act, or to the extent such acts are applicable to
     any such Property, the Borrower and/or such Subsidiary whose
     Property is subject thereto has fully complied with the
     requirements of such acts; and

                         7.1.13.0.1.12.  neither the Borrower nor any of
     its Subsidiaries owns or operates, or, to Borrower's knowledge has
     ever owned or operated, any underground storage tank, the presence
     or use of which is or has been in violation of applicable
     Environmental, Health or Safety Requirements of Law, at any
     Project.

                    7.1.13.0.2.  the Borrower and each of its
     Subsidiaries are conducting and will continue to conduct their
     respective businesses and operations and maintain each Project in
     compliance with Environmental, Health or Safety Requirements of Law
     and no such Person has been, and no such Person has any reason to
     believe that it or any Project will be, subject to Liabilities and
     Costs arising out of or relating to environmental, health or safety
     matters that would result in a Material Adverse Effect.

                                   7.1.14.   ERISA. Neither the Borrower
                              nor any ERISA Affiliate maintains or
                              contributes to any Plan or Multiemployer
                              Plan other than those listed on Schedule
                              7.1-Q hereto.  Each such Plan which is
                              intended to be qualified under Section
                              401(a) of the Internal Revenue Code as
                              currently in effect has been determined by
                              the IRS to be so qualified, and each trust
                              related to any such Plan has been
                              determined to be exempt from federal
                              income tax under Section 501(a) of the
                              Internal Revenue Code as currently in
                              effect.  Except as disclosed in Schedule
                              7.1-Q, neither the Borrower nor any of its
                              ERISA Affilates maintains or contributes
                              to any employee welfare benefit plan
                              within the meaning of Section 3(1) of
                              ERISA which provides benefits to employees
                              after termination of employment other than
                              as required by Section 601 of ERISA.  The
                              Borrower and each of its ERISA Affiliates
                              is in compliance in all material respects
                              with the responsibilities, obligations and
                              duties imposed on it by ERISA, the
                              Internal Revenue Code and regulations
                              promulgated thereunder with respect to all
                              Plans.  No Plan has incurred any
                              accumulated funding deficiency (as defined
                              in Sections 302(a)(2) of ERISA and 412(a)
                              of the Internal Revenue Code) whether or
                              not waived.  Neither the Borrower nor any
                              ERISA Affiliate nor any fiduciary of any
                              Plan which is not a Multiemployer Plan (i)
                              has engaged in a nonexempt prohibited
                              transaction described in Sections 406 of
                              ERISA or 4975 of the Internal Revenue Code
                              or (ii) has taken or failed to take any
                              action which would constitute or result in
                              a Termination Event.  Neither the Borrower
                              nor any ERISA Affiliate is subject to any
                              liability under Sections 4063, 4064, 4069,
                              4204 or 4212(c) of ERISA.  Neither the
                              Borrower nor any ERISA Affiliate has
                              incurred any liability to the PBGC which
                              remains outstanding other than the payment
                              of premiums, and there are no premium
                              payments which have become due which are
                              unpaid.  Schedule B to the most recent
                              annual report filed with the IRS with
                              respect to each Plan and furnished to the
                              Payment and Disbursement Agent is complete
                              and accurate in all material respects.
                              Since the date of each such Schedule B,
                              there has been no material adverse change
                              in the funding status or financial
                              condition of the Plan relating to such
                              Schedule B.  Neither the Borrower nor any
                              ERISA Affiliate has (i) failed to make a
                              required contribution or payment to a
                              Multiemployer Plan or (ii) made a complete
                              or partial withdrawal under Sections 4203
                              or 4205 of ERISA from a Multiemployer
                              Plan.  Neither the Borrower nor any ERISA
                              Affiliate has failed to make a required
                              installment or any other required payment
                              under Section 412 of the Internal Revenue
                              Code on or before the due date for such
                              installment or other payment.  Neither the
                              Borrower nor any ERISA Affiliate is
                              required to provide security to a Plan
                              under Section 401(a)(29) of the Internal
                              Revenue Code due to a Plan amendment that
                              results in an increase in current
                              liability for the plan year.  Except as
                              disclosed on Schedule 7.1-Q, neither the
                              Borrower nor any of its ERISA Affiliates
                              has, by reason of the transactions
                              contemplated hereby, any obligation to
                              make any payment to any employee pursuant
                              to any Plan or existing contract or
                              arrangement.

                                   7.1.15.   Securities Activities.  The
                              Borrower is not engaged in the business of
                              extending credit for the purpose of
                              purchasing or carrying Margin Stock.

                                   7.1.16.   Solvency.  After giving
                              effect to the Loans to be made on the
                              Initial Funding Date or such other date as
                              Loans requested hereunder are made, and
                              the disbursement of the proceeds of such
                              Loans pursuant to the Borrower's
                              instructions, the Borrower is Solvent.

                                   7.1.17.   Insurance.  Schedule 7.1-T
                              accurately sets forth as of the Closing
                              Date all insurance policies and programs
                              currently in effect with respect to the
                              respective Property and assets and
                              business of the Borrower and its
                              Subsidiaries, specifying for each such
                              policy and program, (i) the amount
                              thereof, (ii) the risks insured against
                              thereby, (iii) the name of the insurer and
                              each insured party thereunder, (iv) the
                              policy or other identification number
                              thereof, and (v) the expiration date
                              thereof. The Borrower has delivered to the
                              Payment and Disbursement Agent copies of
                              all insurance policies set forth on
                              Schedule 7.1-T.  Such insurance policies
                              and programs are currently in full force
                              and effect, in compliance with the
                              requirements of Section 9.5 hereof and,
                              together with payment by the insured of
                              scheduled deductible payments, are in
                              amounts sufficient to cover the
                              replacement value of the respective
                              Property and assets of the Borrower and/or
                              its Subsidiaries.

                                   7.1.18.   REIT Status.  The Company
                              qualifies as a REIT under the Internal
                              Revenue Code.

                                   7.1.19.   Ownership of Projects,
                              Minority Holdings and Property.  Ownership
                              of substantially all wholly-owned
                              Projects, Minority Holdings and other
                              Property of the Consolidated Businesses is
                              held by the Borrower and its Subsidiaries
                              and is not held directly by any General
                              Partner.

                                   7.1.20.  Year 2000 Compliance.  The
                              Borrower has commenced a comprehensive
                              review and assessment of the Borrower's
                              computer applications and commenced
                              inquiry of the Borrower's key suppliers,
                              vendors, and customers with respect to the
                              "year 2000 problem" (that is, the risk
                              that computer applications may not be able
                              to properly perform date sensitive
                              functions after December 31, 1999) and,
                              based on that review and inquiry, the
                              Borrower does not believe that the year
                              2000 problem will result in a Material
                              Adverse Effect. The Borrower anticipates
                              that it will complete such review,
                              assessment and inquiry on or before
                              September 30, 1999.


                               ARTICLE 8.
                           REPORTING COVENANTS

          The Borrower covenants and agrees that so long as any
Revolving Credit Commitments are outstanding and thereafter until
payment in full of all of the Obligations (other than indemnities
pursuant to Section 15.3 not yet due), unless the Requisite Lenders
shall otherwise give prior written consent thereto:

                        8.1.  Borrower Accounting Practices.  The
                      Borrower shall maintain, and cause each of its
                      Subsidiaries to maintain, a system of accounting
                      established and administered in accordance with
                      sound business practices to permit preparation of
                      consolidated and consolidating financial
                      statements in conformity with GAAP, and each of
                      the financial statements and reports described
                      below shall be prepared from such system and
                      records and in form satisfactory to the Payment
                      and Disbursement Agent.

                        8.2.  Financial Reports. The Borrower shall
                      deliver or cause to be delivered to the Payment
                      and Disbursement Agent and the Lenders:
                                   8.2.1.    Quarterly Reports.

               8.2.1.0.1.  Borrower Quarterly Financial Reports. As soon
     as practicable, and in any event within fifty (50) days after the
     end of each fiscal quarter in each Fiscal Year (other than the last
     fiscal quarter in each Fiscal Year), a consolidated balance sheet
     of the Borrower and the related consolidated statements of income
     and cash flow of the Borrower (to be prepared and delivered
     quarterly in conjunction with the other reports delivered hereunder
     at the end of each fiscal quarter) for each such fiscal quarter, in
     each case in form and substance satisfactory to the Payment and
     Disbursement Agent and, in comparative form, the corresponding
     figures for the corresponding periods of the previous Fiscal Year,
     certified by an Authorized Financial Officer of the Borrower as
     fairly presenting the consolidated and consolidating financial
     position of the Borrower as of the dates indicated and the results
     of their operations and cash flow for the months indicated in
     accordance with GAAP, subject to normal quarterly adjustments.

               8.2.1.0.2.  Company Quarterly Financial Reports. As soon
     as practicable, and in any event within fifty (50) days after the
     end of each fiscal quarter in each Fiscal Year (other than the last
     fiscal quarter in each Fiscal Year), the Financial Statements of
     the Company, the Borrower and its Subsidiaries on Form 10-Q as at
     the end of such period and a report setting forth in comparative
     form the corresponding figures for the corresponding period of the
     previous Fiscal Year, certified by an Authorized Financial Officer
     of the Company as fairly presenting the consolidated and
     consolidating financial position of the Company, the Borrower and
     its Subsidiaries as at the date indicated and the results of their
     operations and cash flow for the period indicated in accordance
     with GAAP, subject to normal adjustments.

               8.2.1.0.3.  Quarterly Compliance Certificates.  Together
     with each delivery of any quarterly report pursuant to paragraph
     (a)(i) of this Section 8.2, the Borrower shall deliver Officer's
     Certificates of the Borrower and the Company (the "Quarterly
     Compliance Certificates"), signed by the Borrower's and the
     Company's respective Authorized Financial Officers representing and
     certifying (1) that the Authorized Financial Officer signatory
     thereto has reviewed the terms of the Loan Documents, and has made,
     or caused to be made under his/her supervision, a review in
     reasonable detail of the transactions and consolidated and
     consolidating financial condition of the Company, the Borrower and
     its Subsidiaries, during the fiscal quarter covered by such
     reports, that such review has not disclosed the existence during or
     at the end of such fiscal quarter, and that such officer does not
     have knowledge of the existence as at the date of such Officer's
     Certificate, of any condition or event which constitutes an Event
     of Default or Potential Event of Default or mandatory prepayment
     event, or, if any such condition or event existed or exists,  and
     specifying the nature and period of existence thereof and what
     action the General Partners and/or the Borrower or any of its
     Subsidiaries has taken, is taking and proposes to take with respect
     thereto, (2) the calculations (with such specificity as the Payment
     and Disbursement Agent may reasonably request) for the period then
     ended which demonstrate compliance with the covenants and financial
     ratios set forth in Articles IX and X and, when applicable, that no
     Event of Default described in Section 11.1 exists, (3) a schedule
     of the Borrower's outstanding Indebtedness, including the amount,
     maturity, interest rate and amortization requirements, as well as
     such other information regarding such Indebtedness as may be
     reasonably requested by the Payment and Disbursement Agent, (4) a
     schedule of Combined EBITDA, (5) a schedule of Unencumbered
     Combined EBITDA, (6) calculations, in the form of Exhibit G
     attached hereto, evidencing compliance with each of the financial
     covenants set forth in Article X hereof, and (7) a schedule of the
     estimated taxable income of the Borrower for such fiscal quarter.

               8.2.1.0.4.  Hedging Status Report.  The Borrower shall
     deliver, within fifty (50) days after the end of each fiscal
     quarter of each Fiscal Year, a written report which sets forth the
     details of the "Interest Rate Hedges" required under Section 9.9.

                                   8.2.2.    Annual Reports.

               8.2.2.0.1.  Borrower Financial Statements. As soon as
     practicable, and in any event within ninety-five (95) days after
     the end of each Fiscal Year, (i) the Financial Statements of the
     Borrower and its Subsidiaries as at the end of such Fiscal Year,
     (ii) a report with respect thereto of Arthur Andersen & Co. or
     other independent certified public accountants acceptable to the
     Payment and Disbursement Agent, which report shall be unqualified
     and shall state that such financial statements fairly present the
     consolidated and consolidating financial position of each of the
     Borrower and its Subsidiaries as at the dates indicated and the
     results of their operations and cash flow for the periods indicated
     in conformity with GAAP applied on a basis consistent with prior
     years (except for changes with which Arthur Andersen & Co. or any
     such other independent certified public accountants, if applicable,
     shall concur and which shall have been disclosed in the notes to
     the financial statements), and (iii) in the event that the report
     referred to in clause (ii) above is qualified, a copy of the
     management letter or any similar report delivered to the General
     Partners or to any officer or employee thereof by such independent
     certified public accountants in connection with such financial
     statements (which letter or report shall be subject to the
     confidentiality limitations set forth herein).  The Payment and
     Disbursement Agent and each Lender (through the Payment and
     Disbursement Agent) may, with the consent of the Borrower (which
     consent shall not be unreasonably withheld), communicate directly
     with such accountants, with any such communication to occur
     together with a representative of the Borrower, at the expense of
     the Payment and Disbursement Agent (or the Lender requesting such
     communication), upon reasonable notice and at reasonable times
     during normal business hours.

               8.2.2.0.2.  Company Financial Statements. As soon as
     practicable, and in any event within ninety-five (95) days after
     the end of each Fiscal Year, (i) the Financial Statements of the
     Company and its Subsidiaries on Form 10-K as at the end of such
     Fiscal Year and a report setting forth in comparative form the
     corresponding figures from the consolidated Financial Statements of
     the Company and its Subsidiaries for the prior Fiscal Year; (ii) a
     report with respect thereto of Arthur Andersen & Co. or other
     independent certified public accountants acceptable to the Payment
     and Disbursement Agent, which report shall be unqualified and shall
     state  that such financial statements fairly present the
     consolidated and consolidating financial position of each of the
     Company and its Subsidiaries as at the dates indicated and the
     results of their operations and cash flow for the periods indicated
     in conformity with GAAP applied on a basis consistent with prior
     years (except for changes with which Arthur Andersen & Co. or any
     such other independent certified public accountants, if applicable,
     shall concur and which shall have been disclosed in the notes to
     the financial statements)(which report shall be subject to the
     confidentiality limitations set forth herein); and (iii) in the
     event that the report referred to in clause (ii) above is
     qualified, a copy of the management letter or any similar report
     delivered to the Company or to any officer or employee thereof by
     such independent certified public accountants in connection with
     such financial statements.  The Payment and Disbursement Agent and
     each Lender (through the Payment and Disbursement Agent) may, with
     the consent of the Company (which consent shall not be unreasonably
     withheld), communicate directly with such accountants, with any
     such communication to occur together with a representative of the
     Company, at the expense of the Payment and Disbursement Agent (or
     the Lender requesting such communication), upon reasonable notice
     and at reasonable times during normal business hours.

               8.2.2.0.3.  Annual Compliance Certificates.  Together
     with each delivery of any annual report pursuant to clauses (i) and
     (ii) of this Section 8.2(b), the Borrower shall deliver Officer's
     Certificates of the Borrower and the Company (the "Annual
     Compliance Certificates" and, collectively with the Quarterly
     Compliance Certificates, the "Compliance Certificates"), signed by
     the Borrower's and the Company's respective Authorized Financial
     Officers, representing and certifying that (1) the officer
     signatory thereto has reviewed the terms of the Loan Documents, and
     has made, or caused to be made under his/her supervision, a review
     in reasonable detail of the transactions and consolidated and
     consolidating financial condition of the General Partners, the
     Borrower and its Subsidiaries, during the accounting period covered
     by such reports, that such review has not disclosed the existence
     during or at the end of such accounting period, and that such
     officer does not have knowledge of the existence as at the date of
     such Officer's Certificate, of any condition or event which
     constitutes an Event of Default or Potential Event of Default or
     mandatory prepayment event, or, if any such condition or event
     existed or exists, and specifying the nature and period of
     existence thereof and what action the General Partners and/or the
     Borrower or any of its Subsidiaries has taken, is taking and
     proposes to take with respect thereto, (2) the calculations (with
     such specificity as the Payment and Disbursement Agent may
     reasonably request) for the period then ended which demonstrate
     compliance with the covenants and financial ratios set forth in
     Articles IX and X and, when applicable, that no Event of Default
     described in Section 11.1 exists, (3) a schedule of the Borrower's
     outstanding Indebtedness including the amount, maturity, interest
     rate and amortization requirements, as well as such other
     information regarding such Indebtedness as may be reasonably
     requested by the Payment and Disbursement Agent, (4) a schedule of
     Combined EBITDA, (5) a schedule of Unencumbered Combined EBITDA,
     (6) calculations, in the form of Exhibit G attached hereto,
     evidencing compliance with each of the financial covenants set
     forth in Article X hereof, and (7) a schedule of the estimated
     taxable income of the Borrower for such fiscal year.

               8.2.2.0.4.  Tenant Bankruptcy Reports.  As soon as
     practicable, and in any event within ninety-five (95) days after
     the end of each Fiscal Year, the Borrower shall deliver a written
     report, in form reasonably satisfactory to the Payment and
     Disbursement Agent, of all bankruptcy proceedings filed by or
     against any tenant of any of the Projects, which tenant occupies 3%
     or more of the gross leasable area in the Projects in the
     aggregate. The Borrower shall deliver to the Payment and
     Disbursement Agent and the Lenders, immediately upon the Borrower's
     learning thereof, of any bankruptcy proceedings filed by or
     against, or the cessation of business or operations of, any tenant
     of any of the Projects which tenant occupies 3% or more of the
     gross leasable area in the Projects in the aggregate.

               8.2.2.0.5.  Property Reports.  When reasonably requested
     by the Payment and Disbursement Agent or any other Arranger or Co-
     Agent, a rent roll, tenant sales report and income statement with
     respect to any Project.

                        8.3.  Events of Default.  Promptly upon the
                      Borrower obtaining knowledge (a) of any condition
                      or event which constitutes an Event of Default or
                      Potential Event of Default, or becoming aware
                      that any Lender or the Payment and Disbursement
                      Agent has given any notice to the Borrower with
                      respect to a claimed Event of Default or
                      Potential Event of Default under this Agreement;
                      (b) that any Person has given any notice to the
                      Borrower or any Subsidiary of the Borrower or
                      taken any other action with respect to a claimed
                      default or event or condition of the type
                      referred to in Section 11.1(e); or (c) of any
                      condition or event which has or is reasonably
                      likely to have a Material Adverse Effect, the
                      Borrower shall deliver to the Payment and
                      Disbursement Agent and the Lenders an Officer's
                      Certificate specifying (i) the nature and period
                      of existence of any such claimed default, Event
                      of Default, Potential Event of Default, condition
                      or event, (ii) the notice given or action taken
                      by such Person in connection therewith, and
                      (iii) what action the Borrower has taken, is
                      taking and proposes to take with respect thereto.

               8.3.0.0.1.  Lawsuits.  8.3.0.0.1.  Promptly upon the
     Borrower's obtaining knowledge of the institution of, or written
     threat of, any action, suit, proceeding, governmental investigation
     or arbitration against or affecting the Borrower or any of its
     Subsidiaries not previously disclosed pursuant to Section 7.1(i),
     which action, suit, proceeding, governmental investigation or
     arbitration exposes, or in the case of multiple actions, suits,
     proceedings, governmental investigations or arbitrations arising
     out of the same general allegations or circumstances which expose,
     in the Borrower's reasonable judgment, the Borrower or any of its
     Subsidiaries to liability in an amount aggregating $1,000,000 or
     more and is not covered by Borrower's insurance, the Borrower shall
     give written notice thereof to the Payment and Disbursement Agent
     and the Lenders and provide such other information as may be
     reasonably available to enable each Lender and the Payment and
     Disbursement Agent and its counsel to evaluate such matters; (ii)
     as soon as practicable and in any event within fifty (50) days
     after the end of each fiscal quarter of the Borrower, the Borrower
     shall provide a written quarterly report to the Payment and
     Disbursement Agent and the Lenders covering the institution of, or
     written threat of, any action, suit, proceeding, governmental
     investigation or arbitration (not previously reported) against or
     affecting the Borrower or any of its Subsidiaries or any Property
     of the Borrower or any of its Subsidiaries not previously disclosed
     by the Borrower to the Payment and Disbursement Agent and the
     Lenders, and shall provide such other information at such time as
     may be reasonably available to enable each Lender and the Payment
     and Disbursement Agent and its counsel to evaluate such matters;
     and (iii) in addition to the requirements set forth in clauses (i)
     and (ii) of this Section 8.4, the Borrower upon request of the
     Payment and Disbursement Agent or the Requisite Lenders shall
     promptly give written notice of the status of any action, suit,
     proceeding, governmental investigation or arbitration covered by a
     report delivered pursuant to clause (i) or (ii) above and provide
     such other information as may be reasonably available to it to
     enable each Lender and the Payment and Disbursement Agent and its
     counsel to evaluate such matters.

                        8.4.  Insurance.  As soon as practicable and in
                      any event by January 1st of each calendar year,
                      the Borrower shall deliver to the Payment and
                      Disbursement Agent and the Lenders (i) a report
                      in form and substance reasonably satisfactory to
                      the Payment and Disbursement Agent and the
                      Lenders outlining all insurance coverage
                      maintained as of the date of such report by the
                      Borrower and its Subsidiaries and the duration of
                      such coverage and (ii) evidence that all premiums
                      with respect to such coverage have been paid when
                      due.

                        8.5.  ERISA Notices.  The Borrower shall
                      deliver or cause to be delivered to the Payment
                      and Disbursement Agent and the Lenders, at the
                      Borrower's expense, the following information and
                      notices as soon as reasonably possible, and in
                      any event:

                              8.5.1.    within fifteen (15) Business Days after
                               the Borrower or
     any ERISA Affiliate knows or has reason to know that an ERISA
     Termination Event has occurred, a written statement of the chief
     financial officer of the Borrower describing such ERISA Termination
     Event and the action, if any, which the Borrower or any ERISA
     Affiliate has taken, is taking or proposes to take with respect
     thereto, and when known, any action taken or threatened by the IRS,
     DOL or PBGC with respect thereto;

                              8.5.2.    within fifteen (15) Business Days after
                              the Borrower
     knows or has reason to know that a prohibited transaction (defined
     in Sections 406 of ERISA and Section 4975 of the Internal Revenue
     Code) has occurred, a statement of the chief financial officer of
     the Borrower describing such transaction and the action which the
     Borrower or any ERISA Affiliate has taken, is taking or proposes to
     take with respect thereto;

                              8.5.3.    within fifteen (15) Business Days after
                               the filing of the
     same with the DOL, IRS or PBGC, copies of each annual report (form
     5500 series), including Schedule B thereto, filed with respect to
     each Plan;
                              8.5.4.    within fifteen (15) Business Days after
                               receipt by the
     Borrower or any ERISA Affiliate of each actuarial report for any
     Plan or Multiemployer Plan and each annual report for any
     Multiemployer Plan, copies of each such report;

                              8.5.5.    within fifteen (15) Business Days after
                               the filing of the
     same with the IRS, a copy of each funding waiver request filed with
     respect to any Plan and all communications received by the Borrower
     or any ERISA Affiliate with respect to such request;

                              8.5.6.    within fifteen (15) Business Days after
                               the occurrence of
     any material increase in the benefits of any existing Plan or
     Multiemployer Plan or the establishment of any new Plan or the
     commencement of contributions to any Plan or Multiemployer Plan to
     which the Borrower or any ERISA Affiliate was not previously
     contributing, notification of such increase, establishment or
     commencement;

                              8.5.7.    within fifteen (15) Business Days after
                               the Borrower or
     any ERISA Affiliate receives notice of the PBGC's intention to
     terminate a Plan or to have a trustee appointed to administer a
     Plan, copies of each such notice;

                              8.5.8.    within fifteen (15) Business Days after
                               the Borrower or
     any of its Subsidiaries receives notice of any unfavorable
     determination letter from the IRS regarding the qualification of a
     Plan under Section 401(a) of the Internal Revenue Code, copies of
     each such letter;

                              8.5.9.    within fifteen (15) Business Days after
                               the Borrower or
     any ERISA Affiliate receives notice from a Multiemployer Plan
     regarding the imposition of withdrawal liability, copies of each
     such notice;

                              8.5.10.   within fifteen (15) Business Days after
                               the Borrower or
     any ERISA Affiliate fails to make a required installment or any
     other required payment under Section 412 of the Internal Revenue
     Code on or before the due date for such installment or payment, a
     notification of such failure; and

                              8.5.11.   within fifteen (15) Business Days after
                               the Borrower or
     any ERISA Affiliate knows or has reason to know (i) a Multiemployer
     Plan has been terminated, (ii) the administrator or plan sponsor of
     a Multiemployer Plan intends to terminate a Multiemployer Plan, or
     (iii) the PBGC has instituted or will institute proceedings under
     Section 4042 of ERISA to terminate a Multiemployer Plan,
     notification of such termination, intention to terminate, or
     institution of proceedings.

For purposes of this Section 8.6, the Borrower and any ERISA Affiliate
shall be deemed to know all facts known by the "Administrator" of any
Plan of which the Borrower or any ERISA Affiliate is the plan sponsor.

                        8.6.  Environmental Notices.  The Borrower
                      shall notify the Payment and Disbursement Agent
                      and the Lenders in writing, promptly upon any
                      representative of the Borrower or other employee
                      of the Borrower responsible for the environmental
                      matters at any Property of the Borrower learning
                      thereof, of any of the following (together with
                      any material documents and correspondence
                      received or sent in connection therewith):

                              8.6.1.    notice or claim to the effect that the
                               Borrower or any of
     its Subsidiaries is or may be liable to any Person as a result of
     the Release or threatened Release of any Contaminant into the
     environment, if such liability  would result in a Material Adverse
     Effect;

                              8.6.2.    notice that the Borrower or any of its
                               Subsidiaries is
     subject to investigation by any Governmental Authority evaluating
     whether any Remedial Action is needed to respond to the Release or
     threatened Release of any Contaminant into the environment;

                              8.6.3.    notice that any Property of the
                              Borrower or any of its
     Subsidiaries is subject to an Environmental Lien if the claim to
     which such Environmental Lien relates would result in a Material
     Adverse Effect;
                              8.6.4.    notice of violation by the Borrower
                              or any of its
     Subsidiaries of any Environmental, Health or Safety Requirement of
     Law;

                              8.6.5.    any condition which might reasonably
                              result in a
     violation by the Borrower or any Subsidiary of the Borrower of any
     Environmental, Health or Safety Requirement of Law, which violation
     would result in a Material Adverse Effect;

                              8.6.6.    commencement or threat of any judicial
                              or administrative
     proceeding alleging a violation by the Borrower or any of its
     Subsidiaries of any Environmental, Health or Safety Requirement of
     Law, which would result in a Material Adverse Effect;

                              8.6.7.    new or proposed changes to any existing
                               Environmental,
     Health or Safety Requirement of Law that could result in a Material
     Adverse Effect; or

                              8.6.8.    any proposed acquisition of stock,
                              assets, real estate,
     or leasing of Property, or any other action by the Borrower or any
     of its Subsidiaries that could subject the Borrower or any of its
     Subsidiaries to environmental, health or safety Liabilities and
     Costs which could result in a Material Adverse Effect.

                        8.7.  Labor Matters.  The Borrower shall notify
                      the Payment and Disbursement Agent and the
                      Lenders in writing, promptly upon the Borrower's
                      learning thereof, of any labor dispute to which
                      the Borrower or any of its Subsidiaries may
                      become a party (including, without limitation,
                      any strikes, lockouts or other disputes relating
                      to any Property of such Persons' and other
                      facilities) which could result in a Material
                      Adverse Effect.

                        8.8.  Notices of Asset Sales and/or
                      Acquisitions.  The Borrower shall deliver to the
                      Payment and Disbursement Agent and the Lenders
                      written notice of each of the following upon the
                      occurrence thereof: (a) a sale, transfer or other
                      disposition of assets, in a single transaction or
                      series of related transactions, for consideration
                      in excess of $50,000,000, (b) an acquisition of
                      assets, in a single transaction or series of
                      related transactions, for consideration in excess
                      of $50,000,000, and (c) the grant of a Lien with
                      respect to assets, in a single transaction or
                      series of related transactions, in connection
                      with Indebtedness aggregating an amount in excess
                      of $50,000,000.

                        8.9.  Tenant Notifications.  The Borrower shall
                      promptly notify the Payment and Disbursement
                      Agent upon obtaining knowledge of the bankruptcy
                      or cessation of operations of any tenant to which
                      greater than 3% of the Borrower's share of
                      consolidated minimum rent is attributable.

                        8.10.  Other Reports.  The Borrower shall
                      deliver or cause to be delivered to the Payment
                      and Disbursement Agent and the other Lenders
                      copies of all financial statements, reports,
                      notices and other materials, if any, sent or made
                      available generally by any General Partner and/or
                      the Borrower to its respective Securities holders
                      or filed with the Commission, all press releases
                      made available generally by any General Partner
                      and/or the Borrower or any of its Subsidiaries to
                      the public concerning material developments in
                      the business of any General Partner, the Borrower
                      or any such Subsidiary and all notifications
                      received by the General Partners, the Borrower or
                      its Subsidiaries pursuant to the Securities
                      Exchange Act and the rules promulgated
                      thereunder.

                        8.11.  Other Information.  Promptly upon
                      receiving a request therefor from the Payment and
                      Disbursement Agent or any Arranger or Co-Agent,
                      the Borrower shall prepare and deliver to the
                      Payment and Disbursement Agent and the other
                      Lenders such other information with respect to
                      any General Partner, the Borrower, or any of its
                      Subsidiaries, as from time to time may be
                      reasonably requested by the Payment and
                      Disbursement Agent or any Arranger.


                               ARTICLE 9.
                          AFFIRMATIVE COVENANTS

          Borrower covenants and agrees that so long as any Revolving
Credit Commitments are outstanding and thereafter until payment in full
of all of the Obligations (other than indemnities pursuant to Section
15.3 not yet due), unless the Requisite Lenders shall otherwise give
prior written consent:

                        9.1.  Existence, Etc.  The Borrower shall, and
                      shall cause each of its Subsidiaries to, at all
                      times maintain its corporate existence or
                      existence as a limited partnership or joint
                      venture, as applicable, and preserve and keep, or
                      cause to be preserved and kept, in full force and
                      effect its rights and franchises material to its
                      businesses, except where the loss or termination
                      of such rights and franchises is not likely to
                      have a Material Adverse Effect.

                        9.2.  Powers; Conduct of Business.  The
                      Borrower shall remain qualified, and shall cause
                      each of its Subsidiaries to qualify and remain
                      qualified, to do business and maintain its good
                      standing in each jurisdiction in which the nature
                      of its business and the ownership of its Property
                      requires it to be so qualified and in good
                      standing.

                        9.3.  Compliance with Laws, Etc.  The Borrower
                      shall, and shall cause each of its Subsidiaries
                      to, (a) comply with all Requirements of Law and
                      all restrictive covenants affecting such Person
                      or the business, Property, assets or operations
                      of such Person, and (b) obtain and maintain as
                      needed all Permits necessary for its operations
                      (including, without limitation, the operation of
                      the Projects) and maintain such Permits in good
                      standing, except where noncompliance with either
                      clause (a) or (b) above is not reasonably likely
                      to have a Material Adverse Effect; provided,
                      however, that the Borrower shall, and shall cause
                      each of its Subsidiaries to, comply with all
                      Environmental, Health or Safety Requirements of
                      Law affecting such Person or the business,
                      Property, assets or operations of such Person.

                                   9.3.1.  Payment of Taxes and Claims.
                              9.3.1.  The Borrower shall pay, and shall
                              cause each of its Subsidiaries to pay, (i)
                              all taxes, assessments and other
                              governmental charges imposed upon it or on
                              any of its Property or assets or in
                              respect of any of its franchises,
                              licenses, receipts, sales, use, payroll,
                              employment, business, income or Property
                              before any penalty or interest accrues
                              thereon, and (ii) all Claims (including,
                              without limitation, claims for labor,
                              services, materials and supplies) for sums
                              which have become due and payable and
                              which by law have or may become a Lien
                              (other than a Lien permitted by Section
                              10.3 or a Customary Permitted Lien for
                              property taxes and assessments not yet due
                              upon any of the Borrower's or any of the
                              Borrower's Subsidiaries' Property or
                              assets, prior to the time when any penalty
                              or fine shall be incurred with respect
                              thereto; provided, however, that no such
                              taxes, assessments, fees and governmental
                              charges referred to in clause (i) above or
                              Claims referred to in clause (ii) above
                              need be paid if being contested in good
                              faith by appropriate proceedings
                              diligently instituted and conducted and if
                              such reserve or other appropriate
                              provision, if any, as shall be required in
                              conformity with GAAP shall have been made
                              therefor.

                        9.4.  Insurance.  The Borrower shall maintain
                      for itself and its Subsidiaries, or shall cause
                      each of its Subsidiaries to maintain in full
                      force and effect the insurance policies and
                      programs listed on Schedule 7.1-U or
                      substantially similar policies and programs or
                      other policies and programs as are reasonably
                      acceptable to the Payment and Disbursement Agent.
                      All such policies and programs shall be
                      maintained with insurers reasonably acceptable to
                      the Payment and Disbursement Agent.

                        9.5.  Inspection of Property; Books and
                      Records; Discussions.  The Borrower shall permit,
                      and cause each of its Subsidiaries to permit, any
                      authorized representative(s) designated by either
                      the Payment and Disbursement Agent or any
                      Arranger, Co-Agent or other Lender to visit and
                      inspect any of the Projects or inspect the MIS of
                      the Borrower or any of its Subsidiaries which
                      relates to the Projects, to examine, audit, check
                      and make copies of their respective financial and
                      accounting records, books, journals, orders,
                      receipts and any correspondence and other data
                      relating to their respective businesses or the
                      transactions contemplated hereby (including,
                      without limitation, in connection with
                      environmental compliance, hazard or liability),
                      and to discuss their affairs, finances and
                      accounts with their officers and independent
                      certified public accountants, all with a
                      representative of the Borrower present, upon
                      reasonable notice and at such reasonable times
                      during normal business hours, as often as may be
                      reasonably requested.  Each such visitation and
                      inspection shall be at such visitor's expense.
                      The Borrower shall keep and maintain, and cause
                      its Subsidiaries to keep and maintain, in all
                      material respects on its MIS and otherwise proper
                      books of record and account in which entries in
                      conformity with GAAP shall be made of all
                      dealings and transactions in relation to their
                      respective businesses and activities.

                        9.6.  ERISA Compliance.  The Borrower shall,
                      and shall cause each of its Subsidiaries and
                      ERISA Affiliates to, establish, maintain and
                      operate all Plans to comply in all material
                      respects with the provisions of ERISA, the
                      Internal Revenue Code, all other applicable laws,
                      and the regulations and interpretations
                      thereunder and the respective requirements of the
                      governing documents for such Plans.

                        9.7.  Maintenance of Property.  The Borrower
                      shall, and shall cause each of its Subsidiaries
                      to, maintain in all material respects all of
                      their respective owned and leased Property in
                      good, safe and insurable condition and repair and
                      in a businesslike manner, and not permit, commit
                      or suffer any waste or abandonment of any such
                      Property and from time to time shall make or
                      cause to be made all material repairs, renewal
                      and replacements thereof, including, without
                      limitation, any capital improvements which may be
                      required to maintain the same in a businesslike
                      manner; provided, however, that such Property may
                      be altered or renovated in the ordinary course of
                      business of the Borrower or such applicable
                      Subsidiary. Without any limitation on the
                      foregoing, the Borrower shall maintain the
                      Projects in a manner such that each Project can
                      be used in the manner and substantially for the
                      purposes such Project is used on the Closing
                      Date, including, without limitation, maintaining
                      all utilities, access rights, zoning and
                      necessary Permits for such Project.

                        9.8.  Hedging Requirements.  The Borrower shall
                      maintain "Interest Rate Hedges" (as defined
                      below) on a notional amount of Indebtedness of
                      the Borrower and its Subsidiaries which, when
                      added to the aggregate principal amount of
                      Indebtedness of the Borrower and its Subsidiaries
                      which bears interest at a fixed rate, equals or
                      exceeds 75% of the aggregate principal amount of
                      all Indebtedness of the Borrower and its
                      Subsidiaries.  "Interest Rate Hedges" shall mean
                      interest rate exchange, collar, cap, swap,
                      adjustable strike cap, adjustable strike corridor
                      or similar agreements having terms, conditions
                      and tenors reasonably acceptable to the Payment
                      and Disbursement Agent entered into by the
                      Borrower and/or its Subsidiaries in order to
                      provide protection to, or minimize the impact
                      upon, the Borrower and/or such Subsidiaries of
                      increasing floating rates of interest applicable
                      to Indebtedness.

                        9.9.  Company Status.  The Company shall at all
                      times (1) remain a publicly traded company listed
                      on the New York Stock Exchange or other national
                      stock exchange; (2) maintain its status as a REIT
                      under the Internal Revenue Code, (3) retain
                      direct or indirect management and control of the
                      Borrower, and (4) own, directly or indirectly, no
                      less than ninety-nine percent (99%) of the equity
                      Securities of SD (or any other General Partner of
                      the Borrower).

                        9.10.     Ownership of Projects, Minority
                      Holdings and Property. The ownership of
                      substantially all wholly-owned Projects, Minority
                      Holdings and other Property of the Consolidated
                      Businesses shall be held by the Borrower and its
                      Subsidiaries and shall not be held directly by
                      any General Partner.


                               ARTICLE 10.
                           NEGATIVE COVENANTS

          Borrower covenants and agrees that it shall comply with the
following covenants so long as any Revolving Credit Commitments are
outstanding and thereafter until payment in full of all of the
Obligations (other than indemnities pursuant to Section 15.3 not yet
due), unless the Requisite Lenders shall otherwise give prior written
consent:

                        10.1.  Indebtedness.  Neither the Borrower nor
                      any of its Subsidiaries shall directly or
                      indirectly create, incur, assume or otherwise
                      become or remain directly or indirectly liable
                      with respect to any Indebtedness, except
                      Indebtedness which, when aggregated with
                      Indebtedness of the General Partners, the
                      Borrower or any of their respective Subsidiaries
                      and Minority Holdings Indebtedness allocable in
                      accordance with GAAP to the Borrower or any
                      Subsidiary of the Borrower as of the time of
                      determination, would not exceed (i) sixty percent
                      (60%) of Capitalization Value as of the date of
                      incurrence, or (ii) in the case of Secured
                      Indebtedness of the Consolidated Businesses and
                      the Borrower's proportionate share of Secured
                      Indebtedness of its Minority Holdings, fifty-five
                      percent (55%) of the Capitalization Value.  In
                      addition, neither the Borrower nor any of its
                      Subsidiaries shall incur, directly or indirectly,
                      Indebtedness for borrowed money from any of the
                      General Partners, unless such Indebtedness is
                      unsecured and expressly subordinated to the
                      payment of the Obligations.

                        10.2.  Sales of Assets.  Neither the Borrower
                      nor any of its Subsidiaries shall sell, assign,
                      transfer, lease, convey or otherwise dispose of
                      any Property, whether now owned or hereafter
                      acquired, or any income or profits therefrom, or
                      enter into any agreement to do so which would
                      result in a Material Adverse Effect.

                        10.3.  Liens.  Neither the Borrower nor any of
                      its Subsidiaries shall directly or indirectly
                      create, incur, assume or permit to exist any Lien
                      on or with respect to any Property, except:

                              10.3.1.   Liens with respect to Capital Leases of
                               Equipment entered
     into in the ordinary course of business of the Borrower pursuant to
     which the aggregate Indebtedness under such Capital Leases does not
     exceed $100,000 for any Project;

                              10.3.2.   Liens securing permitted Secured
                              Indebtedness; and

                              10.3.3.   Customary Permitted Liens.

                        10.4.  Investments.  Neither the Borrower nor
                      any of its Subsidiaries shall directly or
                      indirectly make or own any Investment except:

                                   10.4.1.   Investments in Cash
                              Equivalents;

                              10.4.2.   Subject to the limitations of clause
                              (e) below,
     Investments in the Borrower's Subsidiaries, the Borrower's
     Affiliates and the Management Company;

                              10.4.3.   Investments in the form of advances to
                               employees in the
     ordinary course of business; provided that the aggregate principal
     amount of all such advances at any time outstanding shall not
     exceed $1,000,000;

                              10.4.4.   Investments received in connection with
                               the bankruptcy or
     reorganization of suppliers and lessees and in settlement of
     delinquent obligations of, and other disputes with, lessees and
     suppliers arising in the ordinary course of business;

               10.4.5.   Investments (i) in any individual Project
                               (other than
     Mall of America), which when combined with like Investments of the
     General Partners in such Project, do not exceed ten percent (10%)
     of the Capitalization Value after giving effect to such Investments
     of the Borrower or (ii) in a single Person owning a Project or
     Property, or a portfolio of Projects or Properties, which when
     combined with like Investments of the General Partners in such
     Person, do not exceed thirty-three percent (33%) of the
     Capitalization Value after giving effect to such Investments of the
     Borrower, it being understood that no Investment in any individual
     Person will be permitted if the Borrower's allocable share of the
     Investment of such Person in any individual Project would exceed
     the limitation described in clause (i) hereinabove.

                        10.5.  Conduct of Business.  Neither the
                      Borrower nor any of its Subsidiaries shall engage
                      in any business, enterprise or activity other
                      than (a) the businesses of acquiring, developing,
                      re-developing and managing predominantly retail
                      and mixed use Projects and portfolios of like
                      Projects and (b) any business or activities which
                      are substantially similar, related or incidental
                      thereto.

                        10.6.  Transactions with Partners and
                      Affiliates.  Neither the Borrower nor any of its
                      Subsidiaries shall directly or indirectly enter
                      into or permit to exist any transaction
                      (including, without limitation, the purchase,
                      sale, lease or exchange of any property or the
                      rendering of any service) with any holder or
                      holders of more than five percent (5%) of any
                      class of equity Securities of the Borrower, or
                      with any Affiliate of the Borrower which is not
                      its Subsidiary, on terms that are determined by
                      the respective Boards of Directors of the General
                      Partners to be less favorable to the Borrower or
                      any of its Subsidiaries, as applicable, than
                      those that might be obtained in an arm's length
                      transaction at the time from Persons who are not
                      such a holder or Affiliate.  Nothing contained in
                      this Section 10.6 shall prohibit (a) increases in
                      compensation and benefits for officers and
                      employees of the Borrower or any of its
                      Subsidiaries which are customary in the industry
                      or consistent with the past business practice of
                      the Borrower or such Subsidiary, provided that no
                      Event of Default or Potential Event of Default
                      has occurred and is continuing; (b) payment of
                      customary partners' indemnities; or (c)
                      performance of any obligations arising under the
                      Loan Documents.

                        10.7.  Restriction on Fundamental Changes.
                      Neither the Borrower nor any of its Subsidiaries
                      shall enter into any merger or consolidation, or
                      liquidate, wind-up or dissolve (or suffer any
                      liquidation or dissolution), or convey, lease,
                      sell, transfer or otherwise dispose of, in one
                      transaction or series of transactions, all or
                      substantially all of the Borrower's or any such
                      Subsidiary's business or Property, whether now or
                      hereafter acquired, except in connection with
                      issuance, transfer, conversion or repurchase of
                      limited partnership interests in Borrower.
                      Notwithstanding the foregoing, the Borrower shall
                      be permitted to merge with another Person so long
                      as the Borrower is the surviving Person following
                      such merger.

                        10.8.  Margin Regulations; Securities Laws.
                      Neither the Borrower nor any of its Subsidiaries
                      shall use all or any portion of the proceeds of
                      any credit extended under this Agreement to
                      purchase or carry Margin Stock.

                        10.9.  ERISA.  The Borrower shall not and shall
                      not permit any of its Subsidiaries or ERISA
                      Affiliates to:

                              10.9.1.   engage in any prohibited transaction
                              described in
     Sections 406 of ERISA or 4975 of the Internal Revenue Code for
     which a statutory or class exemption is not available or a private
     exemption has not been previously obtained from the DOL;

                              10.9.2.   permit to exist any accumulated funding
                               deficiency (as
     defined in Sections 302 of ERISA and 412 of the Internal Revenue
     Code), with respect to any Plan, whether or not waived;

                              10.9.3.   fail to pay timely required
                              contributions or annual
     installments due with respect to any waived funding deficiency to
     any Plan;

                              10.9.4.   terminate any Plan which would result
                              in any liability of
     Borrower or any ERISA Affiliate under Title IV of ERISA;

                              10.9.5.   fail to make any contribution or
                              payment to any
     Multiemployer Plan which Borrower or any ERISA Affiliate may be
     required to make under any agreement relating to such Multiemployer
     Plan, or any law pertaining thereto;

                              10.9.6.   fail to pay any required installment
                               or any other payment
     required under Section 412 of the Internal Revenue Code on or
     before the due date for such installment or other payment; or

                              10.9.7.   amend a Plan resulting in an increase
                              in current
     liability for the plan year such that the Borrower or any ERISA
     Affiliate is required to provide security to such Plan under
     Section 401(a)(29) of the Internal Revenue Code.

                        10.10.  Organizational Documents.  Neither the
                      General Partners, the Borrower nor any of its
                      Subsidiaries shall amend, modify or otherwise
                      change any of the terms or provisions in any of
                      their respective Organizational Documents as in
                      effect on the Closing Date, except amendments to
                      effect (a) a change of name of the Borrower or
                      any such Subsidiary, provided that the Borrower
                      shall have provided the Payment and Disbursement
                      Agent with sixty (60) days prior written notice
                      of any such name change, or (b) changes that
                      would not affect such Organizational Documents in
                      any material manner not otherwise permitted under
                      this Agreement.

                        10.11.  Fiscal Year.  Neither the Company, the
                      Borrower nor any of its Consolidated Businesses
                      shall change its Fiscal Year for accounting or
                      tax purposes from a period consisting of the 12-
                      month period ending on December 31 of each
                      calendar year.

                        10.12.  Other Financial Covenants.

                                   10.12.1.  Minimum Combined Equity
                              Value.  The Combined Equity Value shall at
                              no time be less than $4,500,000,000.

                                   10.12.2.  Consolidated Interest
                              Coverage Ratio.  As of the first day of
                              each fiscal quarter for the immediately
                              preceding consecutive four fiscal
                              quarters, the ratio of (i) Combined EBITDA
                              to (ii) Combined Interest Expense shall
                              not be less than 1.8 to 1.0.

                                   10.12.3.  Minimum Debt Service
                              Coverage Ratio.  As of the first day of
                              each fiscal quarter for the immediately
                              preceding consecutive four fiscal
                              quarters, the ratio of Combined EBITDA to
                              Combined Debt Service shall not be less
                              than 1.60 to 1.00.

                                   10.12.4.  Minimum Debt Yield.  As of
                              the first day of each fiscal quarter for
                              the immediately preceding consecutive four
                              fiscal quarters, the ratio (expressed as a
                              percentage) (the "Debt Yield") of (1)
                              Combined EBITDA to (2) Total Adjusted
                              Outstanding Indebtedness (less
                              unrestricted Cash and Cash Equivalents of
                              the Borrower) shall not be less than
                              13.5%.

                                   10.12.5.  Unencumbered Combined
                              EBITDA to Total Unsecured Outstanding
                              Indebtedness.  As of the first day of each
                              fiscal quarter for the immediately
                              preceding consecutive four fiscal
                              quarters, the ratio (expressed as a
                              percentage) (the "Unsecured Debt Yield")
                              of (i) the Unencumbered Combined EBITDA to
                              (ii) Total Unsecured Outstanding
                              Indebtedness (less unrestricted Cash and
                              Cash Equivalents of the Borrower) shall
                              not be less than 11%.

                                   10.12.6.  Unencumbered Combined
                              EBITDA to Unsecured Interest Expense.  As
                              of the first day of each fiscal quarter
                              for the immediately preceding consecutive
                              four fiscal quarters, the ratio of (i) the
                              Unencumbered Combined EBITDA to (ii)
                              Unsecured Interest Expense shall not be
                              less than 1.5 to 1.0.

                        10.13.  Pro Forma Adjustments.  In connection
                      with an acquisition of a Project, a Property, or
                      a portfolio of Projects or Properties, by any of
                      the Consolidated Businesses or any Minority
                      Holding (whether such acquisition is direct or
                      through the acquisition of a Person which owns
                      such Property), the financial covenants contained
                      in this Agreement shall be calculated as follows
                      on a pro forma basis (with respect to the pro
                      rata share of the Borrower in the case of an
                      acquisition by a Minority Holding), which pro
                      forma calculation shall be effective until the
                      last day of the fourth fiscal quarter following
                      such acquisition (or such earlier test period, as
                      applicable), at which time actual performance
                      shall be utilized for such calculations.

                                   10.13.1.  Annual EBITDA.  Annual
                              EBITDA for the acquired Property shall be
                              deemed to be an amount equal to (i) the
                              net purchase price of the acquired
                              Property (or the Borrower's pro rata share
                              of such net purchase price in the event of
                              an acquisition by a Minority Holding) for
                              the first fiscal quarter following such
                              acquisition, multiplied by 8.25% and (ii)
                              for the succeeding three fiscal quarters,
                              Annual EBITDA shall be deemed the greater
                              of (A) the net purchase price multiplied
                              by 8.25%, or (B) the actual EBITDA from
                              such acquired Property during the period
                              following Borrower's (direct or indirect)
                              acquisition, computed on an annualized
                              basis, provided that such annualized
                              EBITDA shall in no event exceed the final
                              product obtained after multiplying (1) the
                              net purchase price by (2) 1.1, and then by
                              (3) 8.25%.

                                   10.13.2.  Combined EBITDA.  The pro
                              forma calculation of Annual EBITDA for the
                              acquired Property shall be added to the
                              calculation of Combined EBITDA.

                                   10.13.3.  Unencumbered Combined
                              EBITDA. If, after giving effect to the
                              acquisition, the acquired Property will
                              not be encumbered by Secured Indebtedness,
                              then the pro forma Annual EBITDA for the
                              acquired Property shall be added to the
                              calculation of Unencumbered Combined
                              EBITDA.

                                   10.13.4.  Secured Indebtedness. Any
                              Indebtedness secured by a Lien incurred
                              and/or assumed in connection with such
                              acquisition of a Property shall be added
                              to the calculation of Secured
                              Indebtedness.

                                   10.13.5.  Total Adjusted Outstanding
                              Indebtedness. Any Indebtedness incurred
                              and/or assumed in connection with such
                              acquisition shall be added to the
                              calculation of Total Adjusted Outstanding
                              Indebtedness.

                                   10.13.6.  Combined Interest Expense.
                              If any Indebtedness is incurred or assumed
                              in connection with such acquisition, then
                              the amount of interest expense to be
                              incurred on such Indebtedness during the
                              period following such acquisition,
                              computed on an annualized basis during the
                              applicable period, shall be added to the
                              calculation of Combined Interest Expense.

                                   10.13.7.  Total Unsecured Outstanding
                              Indebtedness.  Any Indebtedness which is
                              not secured by a Lien and which is
                              incurred and/or assumed in connection with
                              such acquisition shall be added to the
                              calculation of Total Unsecured Outstanding
                              Indebtedness.

                                   10.13.8.  Unsecured Interest Expense.
                              If any unsecured Indebtedness is incurred
                              or assumed in connection with such
                              acquisition, then the amount of interest
                              expense to be incurred on such
                              Indebtedness during the period following
                              such acquisition, computed on an
                              annualized basis during the applicable
                              period, shall be added to the calculation
                              of Unsecured Interest Expense.

                                   10.13.9.  Debt Yield and Unencumbered
                              Debt Yield.  For purposes of calculating
                              Debt Yield and Unencumbered Debt Yield
                              only, non-recourse Indebtedness and
                              completion guarantees incurred for the
                              construction of new Projects shall, until
                              such time as the interest expense
                              associated with such financing need no
                              longer be capitalized in accordance with
                              GAAP, be excluded from the calculation of
                              Total Adjusted Outstanding Indebtedness
                              (provided that recourse Indebtedness and
                              repayment guarantees shall be included in
                              such calculation).


                               ARTICLE 11.
                 EVENTS OF DEFAULT; RIGHTS AND REMEDIES

                        11.1.  Events of Default.  Each of the
                      following occurrences shall constitute an Event
                      of Default under this Agreement:

                                   11.1.1.   Failure to Make Payments
                              When Due.  The Borrower shall fail to pay
                              (i) when due any principal payment on the
                              Obligations which is due on the Revolving
                              Credit Termination Date or pursuant to the
                              terms of Section 2.1(a), Section 2.2,
                              Section 2.4, or Section 4.1(d) or (ii)
                              within five Business Days after the date
                              on which due, any interest payment on the
                              Obligations or any principal payment
                              pursuant to the terms of Section 4.1(a) or
                              (iii) when due, any principal payment on
                              the Obligations not referenced in clauses
                              (i) or (ii) hereinabove.

                                   11.1.2.   Breach of Certain
                              Covenants.  The Borrower shall fail duly
                              and punctually to perform or observe any
                              agreement, covenant or obligation binding
                              on such Person under Sections 8.3, 9.1,
                              9.2, 9.3, 9.4, 9.5, 9.6, or Article X.

                                   11.1.3.   Breach of Representation or
                              Warranty.  Any representation or warranty
                              made by the Borrower to the Payment and
                              Disbursement Agent, any Arranger or any
                              other Lender herein or by the Borrower or
                              any of its Subsidiaries in any of the
                              other Loan Documents or in any statement
                              or certificate at any time given by any
                              such Person pursuant to any of the Loan
                              Documents shall be false or misleading in
                              any material respect on the date as of
                              which made.

                                   11.1.4.   Other Defaults.  Except as
                              set forth in the next sentence, the
                              Borrower shall default in the performance
                              of or compliance with any term contained
                              in this Agreement (other than as
                              identified in paragraphs (a), (b) or (c)
                              of this Section 11.1), or any default or
                              event of default shall occur under any of
                              the other Loan Documents, and such default
                              or event of default shall continue for
                              twenty (20) days after receipt of written
                              notice from the Payment and Disbursement
                              Agent thereof.  With respect to any
                              failure in the performance of or
                              compliance with the terms of Section 9.9,
                              such failure or noncompliance shall not
                              constitute an Event of Default so long as
                              the Borrower cures such failure or
                              noncompliance within one hundred eighty
                              (180) days after the receipt of written
                              notice from the Payment and Disbursement
                              Agent thereof.

                                   11.1.5.   Acceleration of Other
                              Indebtedness.  Any breach, default or
                              event of default shall occur, or any other
                              condition shall exist under any
                              instrument, agreement or indenture
                              pertaining to any recourse Indebtedness
                              (other than the Obligations) of the
                              Borrower or its Subsidiaries aggregating
                              $30,000,000 or more, and the effect
                              thereof is to cause an acceleration,
                              mandatory redemption or other required
                              repurchase of such Indebtedness, or permit
                              the holder(s) of such Indebtedness to
                              accelerate the maturity of any such
                              Indebtedness or require a redemption or
                              other repurchase of such Indebtedness; or
                              any such Indebtedness shall be otherwise
                              declared to be due and payable (by
                              acceleration or otherwise) or required to
                              be prepaid, redeemed or otherwise
                              repurchased by the Borrower or any of its
                              Subsidiaries (other than by a regularly
                              scheduled required prepayment) prior to
                              the stated maturity thereof.

                                   11.1.6.   Involuntary Bankruptcy;
                              Appointment of Receiver, Etc.

               11.1.6.0.1.  An involuntary case shall be commenced
     against any General Partner, the Borrower, or any of its
     Subsidiaries to which $150,000,000 or more of the Combined Equity
     Value is attributable, and the petition shall not be dismissed,
     stayed, bonded or discharged within sixty (60) days after
     commencement of the case; or a court having jurisdiction in the
     premises shall enter a decree or order for relief in respect of any
     General Partner, the Borrower or any of its Subsidiaries in an
     involuntary case, under any applicable bankruptcy, insolvency or
     other similar law now or hereinafter in effect; or any other
     similar relief shall be granted under any applicable federal,
     state, local or foreign law; or the respective board of directors
     of any General Partner or Limited Partners of the Borrower or the
     board of directors or partners of any of the Borrower's
     Subsidiaries (or any committee thereof) adopts any resolution or
     otherwise authorizes any action to approve any of the foregoing.

               11.1.6.0.2.  A decree or order of a court having
     jurisdiction in the premises for the appointment of a receiver,
     liquidator, sequestrator, trustee, custodian or other officer
     having similar powers over any of the General Partners, the
     Borrower, or any of its Subsidiaries to which $150,000,000 or more
     of the Combined Equity Value is attributable, or over all or a
     substantial part of the Property of any of the General Partners,
     the Borrower or any of such Subsidiaries shall be entered; or an
     interim receiver, trustee or other custodian of any of the General
     Partners, the Borrower or any of such Subsidiaries or of all or a
     substantial part of the Property of any of the General Partners,
     the Borrower or any of such Subsidiaries shall be appointed or a
     warrant of attachment, execution or similar process against any
     substantial part of the Property of any of the General Partners,
     the Borrower or any of such Subsidiaries shall be issued and any
     such event shall not be stayed, dismissed, bonded or discharged
     within sixty (60) days after entry, appointment or issuance; or the
     respective board of directors of any of the General Partners or
     Limited Partners of the Borrower or the board of directors or
     partners of any of Borrower's Subsidiaries (or any committee
     thereof) adopts any resolution or otherwise authorizes any action
     to approve any of the foregoing.

                                   11.1.7.   Voluntary Bankruptcy;
                              Appointment of Receiver, Etc.  Any of the
                              General Partners, the Borrower, or any of
                              its Subsidiaries to which $150,000,000 or
                              more of the Combined Equity Value is
                              attributable, shall commence a voluntary
                              case under any applicable bankruptcy,
                              insolvency or other similar law now or
                              hereafter in effect, or shall consent to
                              the entry of an order for relief in an
                              involuntary case, or to the conversion of
                              an involuntary case to a voluntary case,
                              under any such law, or shall consent to
                              the appointment of or taking possession by
                              a receiver, trustee or other custodian for
                              all or a substantial part of its Property;
                              or any of the General Partners, the
                              Borrower or any of such Subsidiaries shall
                              make any assignment for the benefit of
                              creditors or shall be unable or fail, or
                              admit in writing its inability, to pay its
                              debts as such debts become due.

                                   11.1.8.   Judgments and Unpermitted
                              Liens.

                    11.1.8.0.1.  Any money judgment (other than a money
     judgment covered by insurance as to which the insurance company has
     acknowledged coverage), writ or warrant of attachment, or similar
     process against the Borrower or any of its Subsidiaries or any of
     their respective assets involving in any case an amount in excess
     of $15,000,000 (other than with respect to Claims arising out of
     non-recourse Indebtedness) is entered and shall remain
     undischarged, unvacated, unbonded or unstayed for a period of sixty
     (60) days or in any event later than five (5) days prior to the
     date of any proposed sale thereunder; provided, however, if any
     such judgment, writ or warrant of attachment or similar process is
     in excess of $30,000,000 (other than with respect to Claims arising
     out of non-recourse Indebtedness), the entry thereof shall
     immediately constitute an Event of Default hereunder.

                    11.1.8.0.2.  A federal, state, local or foreign tax
     Lien is filed against the Borrower which is not discharged of
     record, bonded over or otherwise secured to the satisfaction of the
     Payment and Disbursement Agent within fifty (50) days after the
     filing thereof or the date upon which the Payment and Disbursement
     Agent receives actual knowledge of the filing thereof for an amount
     which, either separately or when aggregated with the amount of any
     judgments described in clause (i) above and/or the amount of the
     Environmental Lien Claims described in clause (iii) below, equals
     or exceeds $15,000,000.

                    11.1.8.0.3.  An Environmental Lien is filed against
     any Project with respect to Claims in an amount which, either
     separately or when aggregated with the amount of any judgments
     described in clause (i) above and/or the amount of the tax Liens
     described in clause (ii) above, equals or exceeds $15,000,000.

                                   11.1.9.   Dissolution.  Any order,
                              judgment or decree shall be entered
                              against the Borrower decreeing its
                              involuntary dissolution or split up; or
                              the Borrower shall otherwise dissolve or
                              cease to exist except as specifically
                              permitted by this Agreement.

                                   11.1.10.  Loan Documents.  At any
                              time, for any reason, any Loan Document
                              ceases to be in full force and effect or
                              the Borrower seeks to repudiate its
                              obligations thereunder.

                                   11.1.11.  ERISA Termination Event.
                              Any ERISA Termination Event occurs which
                              the Payment and Disbursement Agent
                              believes could subject either the Borrower
                              or any ERISA Affiliate to liability in
                              excess of $500,000.

                                   11.1.12.  Waiver Application.  The
                              plan administrator of any Plan applies
                              under Section 412(d) of the Code for a
                              waiver of the minimum funding standards of
                              Section 412(a) of the Internal Revenue
                              Code and the Payment and Disbursement
                              Agent believes that the substantial
                              business hardship upon which the
                              application for the waiver is based could
                              subject either the Borrower or any ERISA
                              Affiliate to liability in excess of
                              $500,000.

                                   11.1.13.  Intentionally Omitted.

                                   11.1.14.  Certain Defaults Pertaining
                              to the General Partners.  The Company
                              shall fail to (i) maintain its status as a
                              REIT for federal income tax purposes, (ii)
                              continue as a general partner of the
                              Borrower, (iii) maintain ownership of no
                              less than 99% of the equity Securities of
                              SD (or any other General Partner of the
                              Borrower), (iv) comply with all
                              Requirements of Law applicable to it and
                              its businesses and Properties, in each
                              case where the failure to so comply
                              individually or in the aggregate will have
                              or is reasonably likely to have a Material
                              Adverse Effect, (v) remain listed on the
                              New York Stock Exchange or other national
                              stock exchange, or (vi) file all tax
                              returns and reports required to be filed
                              by it with any Governmental Authority as
                              and when required to be filed or to pay
                              any taxes, assessments, fees or other
                              governmental charges upon it or its
                              Property, assets, receipts, sales, use,
                              payroll, employment, licenses, income, or
                              franchises which are shown in such
                              returns, reports or similar statements to
                              be due and payable as and when due and
                              payable, except for taxes, assessments,
                              fees and other governmental charges (A)
                              that are being contested by the Company in
                              good faith by an appropriate proceeding
                              diligently pursued, (B) for which adequate
                              reserves have been made on its books and
                              records, and (C) the amounts the non-
                              payment of which would not, individually
                              or in the aggregate, result in a Material
                              Adverse Effect.

                                   11.1.15.  Merger or Liquidation of
                              the General Partners or the Borrower.  Any
                              General Partner shall merge or liquidate
                              with or into any other Person and, as a
                              result thereof and after giving effect
                              thereto, (i) such General Partner is not
                              the surviving Person or (ii) such merger
                              or liquidation would effect an acquisition
                              of or Investment in any Person not
                              otherwise permitted under the terms of
                              this Agreement.  The Borrower shall merge
                              or liquidate with or into any other Person
                              and, as a result thereof and after giving
                              effect thereto, (i) the Borrower is not
                              the surviving Person or (ii) such merger
                              or liquidation would effect an acquisition
                              of or Investment in any Person not
                              otherwise permitted under the terms of
                              this Agreement.

An Event of Default shall be deemed "continuing" until cured or waived
in writing in accordance with Section 15.7.

                        11.2.  Rights and Remedies.

                                   11.2.1.   Acceleration and
                              Termination.  Upon the occurrence of any
                              Event of Default described in Sections
                              11.1(f) or 11.1(g), the Revolving Credit
                              Commitments shall automatically and
                              immediately terminate and the unpaid
                              principal amount of, and any and all
                              accrued interest on, the Obligations and
                              all accrued fees shall automatically
                              become immediately due and payable,
                              without presentment, demand, or protest or
                              other requirements of any kind (including,
                              without limitation, valuation and
                              appraisement, diligence, presentment,
                              notice of intent to demand or accelerate
                              and of acceleration), all of which are
                              hereby expressly waived by the Borrower;
                              and upon the occurrence and during the
                              continuance of any other Event of Default,
                              the Payment and Disbursement Agent shall
                              at the request, or may with the consent,
                              of the Requisite Lenders, by written
                              notice to the Borrower, (i) declare that
                              the Revolving Credit Commitments are
                              terminated, whereupon the Revolving Credit
                              Commitments and the obligation of each
                              Lender to make any Loan hereunder and of
                              each Lender to issue or participate in any
                              Letter of Credit not then issued shall
                              immediately terminate, and/or (ii) declare
                              the unpaid principal amount of and any and
                              all accrued and unpaid interest on the
                              Obligations to be, and the same shall
                              thereupon be, immediately due and payable,
                              without presentment, demand, or protest or
                              other requirements of any kind (including,
                              without limitation, valuation and
                              appraisement, diligence, presentment,
                              notice of intent to demand or accelerate
                              and of acceleration), all of which are
                              hereby expressly waived by the Borrower.

                                   11.2.2.   Rescission.  If at any time
                              after termination of the Revolving Credit
                              Commitments and/or acceleration of the
                              maturity of the Loans, the Borrower shall
                              pay all arrears of interest and all
                              payments on account of principal of the
                              Loans and Reimbursement Obligations which
                              shall have become due otherwise than by
                              acceleration (with interest on principal
                              and, to the extent permitted by law, on
                              overdue interest, at the rates specified
                              in this Agreement) and all Events of
                              Default and Potential Events of Default
                              (other than nonpayment of principal of and
                              accrued interest on the Loans due and
                              payable solely by virtue of acceleration)
                              shall be remedied or waived pursuant to
                              Section 15.7, then upon the written
                              consent of the Requisite Lenders and
                              written notice to the Borrower, the
                              termination of the Revolving Credit
                              Commitments and/or the acceleration and
                              their consequences may be rescinded and
                              annulled; but such action shall not affect
                              any subsequent Event of Default or
                              Potential Event of Default or impair any
                              right or remedy consequent thereon.  The
                              provisions of the preceding sentence are
                              intended merely to bind the Lenders to a
                              decision which may be made at the election
                              of the Requisite Lenders; they are not
                              intended to benefit the Borrower and do
                              not give the Borrower the right to require
                              the Lenders to rescind or annul any
                              acceleration hereunder, even if the
                              conditions set forth herein are met.

                                   11.2.3.   Enforcement.  The Borrower
                              acknowledges that in the event the
                              Borrower or any of its Subsidiaries fails
                              to perform, observe or discharge any of
                              their respective obligations or
                              liabilities under this Agreement or any
                              other Loan Document, any remedy of law may
                              prove to be inadequate relief to the
                              Payment and Disbursement Agent, the
                              Arrangers and the other Lenders;
                              therefore, the Borrower agrees that the
                              Payment and Disbursement Agent, the
                              Arrangers and the other Lenders shall be
                              entitled to temporary and permanent
                              injunctive relief in any such case without
                              the necessity of proving actual damages.


                               ARTICLE 12.
                               THE AGENTS

                                   12.0.1.  Appointment.  12.0.1.  Each
                              Lender hereby designates and appoints UBS
                              as the Payment and Disbursement Agent, the
                              Arrangers as the Arrangers, the Co-
                              Arrangers as the Co-Arrangers and the Co-
                              Agents as the Co-Agents of such Lender
                              under this Agreement, and each Lender
                              hereby irrevocably authorizes the Payment
                              and Disbursement Agent, the Arrangers, the
                              Co-Arrangers and the Co-Agents to take
                              such actions on its behalf under the
                              provisions of this Agreement and the Loan
                              Documents and to exercise such powers as
                              are set forth herein or therein together
                              with such other powers as are reasonably
                              incidental thereto. The Payment and
                              Disbursement Agent, the Arrangers and the
                              Co-Agents each agree to act as such on the
                              express conditions contained in this
                              Article XII.  The Payment and Disbursement
                              Agent shall administer this Agreement and
                              service the Loans with the same degree of
                              care as the Payment and Disbursement Agent
                              would use in servicing a loan of similar
                              size and type for its own account.

                                   12.0.2.   The provisions of this
                              Article XII are solely for the benefit of
                              the Payment and Disbursement Agent, the
                              Arrangers, the Co-Arrangers, the Co-Agents
                              and the other Lenders, and neither the
                              Borrower, the General Partners nor any
                              Subsidiary of the Borrower shall have any
                              rights to rely on or enforce any of the
                              provisions hereof (other than as expressly
                              set forth in Section 12.7).  In performing
                              their respective functions and duties
                              under this Agreement, the Payment and
                              Disbursement Agent, each Arranger, each Co-
                              Arranger and each Co-Agent shall act
                              solely as agents of the Lenders and do not
                              assume and shall not be deemed to have
                              assumed any obligation or relationship of
                              agency, trustee or fiduciary with or for
                              any General Partner, the Borrower or any
                              Subsidiary of the Borrower.  The Payment
                              and Disbursement Agent, each Arranger,
                              each Co-Arranger and each Co-Agent may
                              perform any of their respective duties
                              hereunder, or under the Loan Documents, by
                              or through their respective agents or
                              employees.

                        12.1.  Nature of Duties.  The Payment and
                      Disbursement Agent, the Arrangers, the Co-
                      Arrangers and the Co-Agents shall not have any
                      duties or responsibilities except those expressly
                      set forth in this Agreement or in the Loan
                      Documents.  The duties of the Payment and
                      Disbursement Agent, the Arrangers, the Co-
                      Arrangers and the Co-Agents shall be mechanical
                      and administrative in nature.  None of the
                      Payment and Disbursement Agent, any Arranger, any
                      Co-Arranger or any Co-Agent shall have by reason
                      of this Agreement a fiduciary relationship in
                      respect of any Holder.  Nothing in this Agreement
                      or any of the Loan Documents, expressed or
                      implied, is intended to or shall be construed to
                      impose upon the Payment and Disbursement Agent or
                      any Arranger, Co-Arranger or Co-Agent any
                      obligations in respect of this Agreement or any
                      of the Loan Documents except as expressly set
                      forth herein or therein.  The Payment and
                      Disbursement Agent and each Arranger, Co-Arranger
                      and Co-Agent each hereby agrees that its duties
                      shall include providing copies of documents
                      received by such Agent from the Borrower which
                      are reasonably requested by any Lender and
                      promptly notifying each Lender upon its obtaining
                      actual knowledge of the occurrence of any Event
                      of Default hereunder.  In addition, the Payment
                      and Disbursement Agent shall promptly deliver to
                      each of the Lenders copies of all notices of
                      default and other formal notices (including,
                      without limitation, requests for waivers or
                      modifications) sent or received.

                        12.2.  Right to Request Instructions.  The
                      Payment and Disbursement Agent and each Arranger,
                      Co-Arranger and Co-Agent may at any time request
                      instructions from the Lenders with respect to any
                      actions or approvals which by the terms of any of
                      the Loan Documents such Agent is permitted or
                      required to take or to grant, and such Agent
                      shall be absolutely entitled to refrain from
                      taking any action or to withhold any approval and
                      shall not be under any liability whatsoever to
                      any Person for refraining from any action or
                      withholding any approval under any of the Loan
                      Documents until it shall have received such
                      instructions from those Lenders from whom such
                      Agent is required to obtain such instructions for
                      the pertinent matter in accordance with the Loan
                      Documents.  Without limiting the generality of
                      the foregoing, such Agent shall take any action,
                      or refrain from taking any action, which is
                      permitted by the terms of the Loan Documents upon
                      receipt of instructions from those Lenders from
                      whom such Agent is required to obtain such
                      instructions for the pertinent matter in
                      accordance with the Loan Documents, provided,
                      that no Holder shall have any right of action
                      whatsoever against the Payment and Disbursement
                      Agent or any Arranger, Co-Arranger or Co-Agent as
                      a result of such Agent acting or refraining from
                      acting under the Loan Documents in accordance
                      with the instructions of the Requisite Lenders
                      or, where required by the express terms of this
                      Agreement, a greater proportion of the Lenders.

                        12.3.  Reliance.  The Payment and Disbursement
                      Agent and each Arranger, Co-Arranger and Co-Agent
                      shall each be entitled to rely upon any written
                      notices, statements, certificates, orders or
                      other documents or any telephone message believed
                      by it in good faith to be genuine and correct and
                      to have been signed, sent or made by the proper
                      Person, and with respect to all matters
                      pertaining to this Agreement or any of the Loan
                      Documents and its duties hereunder or thereunder,
                      upon advice of legal counsel (including counsel
                      for the Borrower), independent public accountants
                      and other experts selected by it.

                        12.4.  Indemnification.  To the extent that the
                      Payment and Disbursement Agent or any Arranger,
                      Co-Arranger or Co-Agent is not reimbursed and
                      indemnified by the Borrower, the Lenders will
                      reimburse and indemnify such Agent solely in its
                      capacity as such Agent and not as a Lender for
                      and against any and all liabilities, obligations,
                      losses, damages, penalties, actions, judgments,
                      suits,  and reasonable costs, expenses or
                      disbursements of any kind or nature whatsoever
                      which may be imposed on, incurred by, or asserted
                      against it in any way relating to or arising out
                      of the Loan Documents or any action taken or
                      omitted by such Agent under the Loan Documents,
                      in proportion to each Lender's Pro Rata Share,
                      unless and to the extent that any such
                      liabilities, obligations, losses, damages,
                      penalties, actions, judgments, suits, and
                      reasonable costs, expenses or disbursements shall
                      arise as a result of such Agent's gross
                      negligence or willful misconduct.  Such Agent
                      agrees to refund to the Lenders any of the
                      foregoing amounts paid to it by the Lenders which
                      amounts are subsequently recovered by such Agent
                      from the Borrower or any other Person on behalf
                      of the Borrower.  The obligations of the Lenders
                      under this Section 12.5 shall survive the payment
                      in full of the Loans, the Reimbursement
                      Obligations and all other Obligations and the
                      termination of this Agreement.

                        12.5.  Agents Individually.  With respect to
                      their respective Pro Rata Share of the Revolving
                      Credit Commitments hereunder, if any, and the
                      Loans made by them, if any, the Payment and
                      Disbursement Agent, the Arrangers, the Co-
                      Arrangers and the Co-Agents shall have and may
                      exercise the same rights and powers hereunder and
                      are subject to the same obligations and
                      liabilities as and to the extent set forth herein
                      for any other Lender.  The terms "Lenders" or
                      "Requisite Lenders" or any similar terms shall,
                      unless the context clearly otherwise indicates,
                      include the Payment and Disbursement Agent, each
                      Arranger, each Co-Arranger and each other Co-
                      Agent in its respective individual capacity as a
                      Lender or as one of the Requisite Lenders.  The
                      Payment and Disbursement Agent and each other
                      Arranger, Co-Arranger and Co-Agent and each of
                      their respective Affiliates may accept deposits
                      from, lend money to, and generally engage in any
                      kind of banking, trust or other business with the
                      Borrower or any of its Subsidiaries as if they
                      were not acting as the Payment and Disbursement
                      Agent, the Arrangers, Co-Arrangers, and Co-Agents
                      pursuant hereto.

                        12.6.  Successor Agents.

                                   12.6.1.   Resignation and Removal.
                              Any Agent may resign from the performance
                              of all its functions and duties hereunder
                              at any time by giving at least thirty (30)
                              Business Days' prior written notice to the
                              Borrower and the other Lenders, unless
                              applicable law requires a shorter notice
                              period or that there be no notice period,
                              in which instance such applicable law
                              shall control.  Any Agent may be removed
                              (i) at the direction of Lenders whose Pro
                              Rata Shares, in the aggregate, are greater
                              than fifty percent (50%), in the event the
                              Agent is not also a Lender having a
                              Revolving Credit Commitment of at least
                              $20,000,000 or six percent (6%) of the
                              Revolving Credit Commitments at such time
                              or (ii) at the direction of the Requisite
                              Lenders, in the event such Agent shall
                              commit gross negligence or willful
                              misconduct in the performance of its
                              duties hereunder.  Such resignation or
                              removal shall take effect upon the
                              acceptance by a successor Agent of
                              appointment pursuant to this Section 12.7.

                                   12.6.2.   Appointment by Requisite
                              Lenders.  Upon any such resignation or
                              removal becoming effective, (i) if an
                              Arranger, Co-Arranger or Co-Agent shall
                              then be acting with respect to this
                              Agreement, such Arranger, Co-Arranger or
                              Co-Agent shall become the Payment and
                              Disbursement Agent or (ii) if no Arranger,
                              Co-Arranger or Co-Agent shall then be
                              acting with respect to this Agreement, the
                              Lenders shall have the right to appoint a
                              successor Payment and Disbursement Agent
                              selected from among the Lenders.

                                   12.6.3.   Appointment by Retiring
                              Agent.  If a successor Payment and
                              Disbursement Agent shall not have been
                              appointed within the thirty (30) Business
                              Day or shorter period provided in
                              paragraph (a) of this Section 12.7, the
                              retiring Agent shall then appoint a
                              successor Agent who shall serve as Payment
                              and Disbursement Agent until such time, if
                              any, as the Lenders appoint a successor
                              Agent as provided above.

                                   12.6.4.   Rights of the Successor and
                              Retiring Agents.  Upon the acceptance of
                              any appointment as Payment and
                              Disbursement Agent hereunder by a
                              successor Agent, such successor Agent
                              shall thereupon succeed to and become
                              vested with all the rights, powers,
                              privileges and duties of the retiring
                              Agent, and the retiring Agent shall be
                              discharged from its duties and obligations
                              under this Agreement.  After any retiring
                              Agent's resignation hereunder as Agent,
                              the provisions of this Article XII shall
                              inure to its benefit as to any actions
                              taken or omitted to be taken by it while
                              it was the Agent under this Agreement.

                        12.7.  Relations Among the Lenders.  Each
                      Lender  agrees that it will not take any legal
                      action, nor institute any actions or proceedings,
                      against the Borrower hereunder with respect to
                      any of the Obligations, without the prior written
                      consent of the Lenders.  Without limiting the
                      generality of the foregoing, no Lender may
                      accelerate or otherwise enforce its portion of
                      the Obligations, or unilaterally terminate its
                      Revolving Credit Commitment except in accordance
                      with Section 11.2(a).


                               ARTICLE 13.
                            YIELD PROTECTION

                        13.1.  Taxes.

                                   13.1.1.   Payment of Taxes.  Any and
                              all payments by the Borrower hereunder or
                              under any Note or other document
                              evidencing any Obligations shall be made,
                              in accordance with Section 4.2, free and
                              clear of and without reduction for any and
                              all present or future taxes, levies,
                              imposts, deductions, charges,
                              withholdings, and all stamp or documentary
                              taxes, excise taxes, ad valorem taxes and
                              other taxes imposed on the value of the
                              Property, charges or levies which arise
                              from the execution, delivery or
                              registration, or from payment or
                              performance under, or otherwise with
                              respect to, any of the Loan Documents or
                              the Revolving Credit Commitments and all
                              other liabilities with respect thereto
                              excluding, in the case of each Lender,
                              taxes imposed on or measured by net income
                              or overall gross receipts and capital and
                              franchise taxes imposed on it by (i) the
                              United States, (ii) the Governmental
                              Authority of the jurisdiction in which
                              such Lender's Applicable Lending Office is
                              located or any political subdivision
                              thereof or (iii) the Governmental
                              Authority in which such Person is
                              organized, managed and controlled or any
                              political subdivision thereof (all such
                              non-excluded taxes, levies, imposts,
                              deductions, charges and withholdings being
                              hereinafter referred to as "Taxes").  If
                              the Borrower shall be required by law to
                              withhold or deduct any Taxes from or in
                              respect of any sum payable hereunder or
                              under any such Note or document to any
                              Lender, (x) the sum payable to such Lender
                              shall be increased as may be necessary so
                              that after making all required withholding
                              or deductions (including withholding or
                              deductions applicable to additional sums
                              payable under this Section 13.1) such
                              Lender receives an amount equal to the sum
                              it would have received had no such
                              withholding or deductions been made, (y)
                              the Borrower shall make such withholding
                              or deductions, and (z) the Borrower shall
                              pay the full amount withheld or deducted
                              to the relevant taxation authority or
                              other authority in accordance with
                              applicable law.

                                   13.1.2.   Indemnification.  The
                              Borrower will indemnify each Lender
                              against, and reimburse each Lender on
                              demand for, the full amount of all Taxes
                              (including, without limitation, any Taxes
                              imposed by any Governmental Authority on
                              amounts payable under this Section 13.1
                              and any additional income or franchise
                              taxes resulting therefrom) incurred or
                              paid by such Lender or any of its
                              Affiliates and any liability (including
                              penalties, interest, and out-of-pocket
                              expenses paid to third parties) arising
                              therefrom or with respect thereto, whether
                              or not such Taxes were lawfully payable.
                              A certificate as to any additional amount
                              payable to any Person under this Section
                              13.1 submitted by it to the Borrower
                              shall, absent manifest error, be final,
                              conclusive and binding upon all parties
                              hereto.  Each Lender agrees, within a
                              reasonable time after receiving a written
                              request from the Borrower, to provide the
                              Borrower and the Payment and Disbursement
                              Agent with such certificates as are
                              reasonably required, and take such other
                              actions as are reasonably necessary to
                              claim such exemptions as such Lender may
                              be entitled to claim in respect of all or
                              a portion of any Taxes which are otherwise
                              required to be paid or deducted or
                              withheld pursuant to this Section 13.1 in
                              respect of any payments under this
                              Agreement or under the Notes.

                                   13.1.3.   Receipts.  Within thirty
                              (30) days after the date of any payment of
                              Taxes by the Borrower, the Borrower will
                              furnish to the Payment and Disbursement
                              Agent, at its address referred to in
                              Section 15.8, the original or a certified
                              copy of a receipt evidencing payment
                              thereof.

               13.1.3.0.1.    Foreign Bank Certifications.  13.1.3.0.1.
     Each Lender that is not created or organized under the laws of the
     United States or a political subdivision thereof shall deliver to
     the Borrower and the Payment and Disbursement Agent on the Closing
     Date or the date on which such Lender becomes a Lender pursuant to
     Section 15.1 hereof a true and accurate certificate executed in
     duplicate by a duly authorized officer of such Lender to the effect
     that such Lender is eligible to receive payments hereunder and
     under the Notes without deduction or withholding of United States
     federal income tax (I) under the provisions of an applicable tax
     treaty concluded by the United States (in which case the
     certificate shall be accompanied by two duly completed copies of
     IRS Form 1001 (or any successor or substitute form or forms)) or
     (II) under Sections 1442(c)(1) and 1442(a) of the Internal Revenue
     Code (in which case the certificate shall be accompanied by two
     duly completed copies of IRS Form 4224 (or any successor or
     substitute form or forms)).

               13.1.3.0.2.  Each Lender further agrees to deliver to the
     Borrower and the Payment and Disbursement Agent from time to time a
     true and accurate certificate executed in duplicate by a duly
     authorized officer of such Lender before or promptly upon the
     occurrence of any event requiring a change in the most recent
     certificate previously delivered by it to the Borrower and the
     Payment and Disbursement Agent pursuant to this Section 13.1(d).
     Each certificate required to be delivered pursuant to this Section
     13.1(d)(ii) shall certify as to one of the following:

          13.1.3.0.2.1.  that such Lender can continue to receive
     payments hereunder and under the Notes without deduction or
     withholding of United States federal income tax;

          13.1.3.0.2.2.  that such Lender cannot continue to receive
     payments hereunder and under the Notes without deduction or
     withholding of United States federal income tax as specified
     therein but does not require additional payments pursuant to
     Section 13.1(a) because it is entitled to recover the full amount
     of any such deduction or withholding from a source other than the
     Borrower; or

          13.1.3.0.2.3.  that such Lender is no longer capable of
     receiving payments hereunder and under the Notes without deduction
     or withholding of United States federal income tax as specified
     therein and that it is not capable of recovering the full amount of
     the same from a source other than the Borrower.

Each Lender agrees to deliver to the Borrower and the Payment and
Disbursement Agent further duly completed copies of the above-mentioned
IRS forms on or before the earlier of (x) the date that any such form
expires or becomes obsolete or otherwise is required to be resubmitted
as a condition to obtaining an exemption from withholding from United
States federal income tax and (y) fifteen (15) days after the occurrence
of any event requiring a change in the most recent form previously
delivered by such Lender to the Borrower and Payment and Disbursement
Agent, unless any change in treaty, law, regulation, or official
interpretation thereof which would render such form inapplicable or
which would prevent the Lender from duly completing and delivering such
form has occurred prior to the date on which any such delivery would
otherwise be required and the Lender promptly advises the Borrower that
it is not capable of receiving payments hereunder and under the Notes
without any deduction or withholding of United States federal income
tax.

                        13.2.  Increased Capital.  If after the date
                      hereof any Lender determines that (i) the
                      adoption or implementation of or any change in or
                      in the interpretation or administration of any
                      law or regulation or any guideline or request
                      from any central bank or other Governmental
                      Authority or quasi-governmental authority
                      exercising jurisdiction, power or control over
                      any Lender or banks or financial institutions
                      generally (whether or not having the force of
                      law), compliance with which affects or would
                      affect the amount of capital required or expected
                      to be maintained by such Lender or any
                      corporation controlling such Lender and (ii) the
                      amount of such capital is increased by or based
                      upon (A) the making or maintenance by any Lender
                      of its Loans, any Lender's participation in or
                      obligation to participate in the Loans, Letters
                      of Credit or other advances made hereunder or the
                      existence of any Lender's obligation to make
                      Loans or (B) the issuance or maintenance by any
                      Lender of, or the existence of any Lender's
                      obligation to issue, Letters of Credit, then, in
                      any such case, upon written demand by such Lender
                      (with a copy of such demand to the Payment and
                      Disbursement Agent), the Borrower shall
                      immediately pay to the Payment and Disbursement
                      Agent for the account of such Lender, from time
                      to time as specified by such Lender, additional
                      amounts sufficient to compensate such Lender or
                      such corporation therefor.  Such demand shall be
                      accompanied by a statement as to the amount of
                      such compensation and include a brief summary of
                      the basis for such demand.  Such statement shall
                      be conclusive and binding for all purposes,
                      absent manifest error.

                        13.3.  Changes; Legal Restrictions.  If after
                      the date hereof any Lender determines that the
                      adoption or implementation of or any change in or
                      in the interpretation or administration of any
                      law or regulation or any guideline or request
                      from any central bank or other Governmental
                      Authority or quasi-governmental authority
                      exercising jurisdiction, power or control over
                      any Lender, or over banks or financial
                      institutions generally (whether or not having the
                      force of law), compliance with which:

                              13.3.1.  does or will subject a Lender (or its
                               Applicable Lending
     Office or Eurodollar Affiliate) to charges (other than taxes) of
     any kind which such Lender reasonably determines to be applicable
     to the Revolving Credit Commitments of the Lenders to make
     Eurodollar Rate Loans or IBOR Rate Loans or issue and/or
     participate in Letters of Credit or change the basis of taxation of
     payments to that Lender of principal, fees, interest, or any other
     amount payable hereunder with respect to Eurodollar Rate Loans,
     IBOR Rate Loans, Letters of Credit or Money Market Loans; or

                              13.3.2.  does or will impose, modify, or hold
                              applicable, in the
     determination of a Lender, any reserve (other than reserves taken
     into account in calculating the Eurodollar Rate), special deposit,
     compulsory loan, FDIC insurance or similar requirement against
     assets held by, or deposits or other liabilities (including those
     pertaining to Letters of Credit) in or for the account of, advances
     or loans by, commitments made, or other credit extended by, or any
     other acquisition of funds by, a Lender or any Applicable Lending
     Office or Eurodollar Affiliate of that Lender;

and the result of any of the foregoing is to increase the cost to that
Lender of making, renewing or maintaining the Loans or its Revolving
Credit Commitment or issuing or participating in the Letters of Credit
or to reduce any amount receivable thereunder; then, in any such case,
upon written demand by such Lender (with a copy of such demand to the
Payment and Disbursement Agent), the Borrower shall immediately pay to
the Payment and Disbursement Agent for the account of such Lender, from
time to time as specified by such Lender, such amount or amounts as may
be necessary to compensate such Lender or its Eurodollar Affiliate for
any such additional cost incurred or reduced amount received.  Such
demand shall be accompanied by a statement as to the amount of such
compensation and include a brief summary of the basis for such demand.
Such statement shall be conclusive and binding for all purposes, absent
manifest error.

                        13.4.  Replacement of Certain Lenders.  In the
                      event a Lender (a "Designee Lender") shall have
                      requested additional compensation from the
                      Borrower under Section 13.2 or under Section
                      13.3, the Borrower may, at its sole election, (a)
                      make written demand on such Designee Lender (with
                      a copy to the Payment and Disbursement Agent) for
                      the Designee Lender to assign, and such Designee
                      Lender shall assign pursuant to one or more duly
                      executed Assignment and Acceptances to one or
                      more Eligible Assignees which the Borrower or the
                      Payment and Disbursement Agent shall have
                      identified for such purpose, all of such Designee
                      Lender's right and obligations under this
                      Agreement and the Notes (including, without
                      limitation, its Revolving Credit Commitment, all
                      Loans owing to it, and all of its participation
                      interests in Letters of Credit) in accordance
                      with Section 15.1 or (b) repay all Loans owing to
                      the Designee Lender together with interest
                      accrued with respect thereto to the date of such
                      repayment and all fees and other charges accrued
                      or payable under the terms of this Agreement for
                      the benefit of the Designee Lender to the date of
                      such repayment and remit to the Payment and
                      Disbursement Agent to be held as cash collateral
                      an amount equal to the participation interest of
                      the Designee Lender in Letters of Credit. Any
                      such repayment and remittance shall be for the
                      sole credit of the Designee  Lender and not for
                      any other Lender. Upon delivery of such repayment
                      and remittance in immediately available funds as
                      aforesaid, the Designee Lender shall cease to be
                      a Lender under this Agreement. All expenses
                      incurred by the Payment and Disbursement Agent in
                      connection with the foregoing shall be for the
                      sole account of the Borrower and shall constitute
                      Obligations hereunder. In no event shall
                      Borrower's election under the provisions of this
                      Section 13.4 affect its obligation to pay the
                      additional compensation required under either
                      Section 13.2 or Section 13.3.


                               ARTICLE 14.
                          INTENTIONALLY OMITTED


                               ARTICLE 15.
                              MISCELLANEOUS

                        15.1.  Assignments and Participations.

                                   15.1.1.   Assignments.  No
                              assignments or participations of any
                              Lender's rights or obligations under this
                              Agreement shall be made except in
                              accordance with this Section 15.1.  Each
                              Lender may assign to one or more Eligible
                              Assignees all or a portion of its rights
                              and obligations under this Agreement
                              (including all of its rights and
                              obligations with respect to the Loans and
                              the Letters of Credit) in accordance with
                              the provisions of this Section 15.1.

                                   15.1.2.   Limitations on Assignments.
                              For so long as no Event of Default has
                              occurred and is continuing, each
                              assignment shall be subject to the
                              following conditions:  (i) each assignment
                              shall be of a constant, and not a varying,
                              ratable percentage of all of the assigning
                              Lender's rights and obligations under this
                              Agreement and, in the case of a partial
                              assignment, shall be in a minimum
                              principal amount of $15,000,000, (ii) each
                              such assignment shall be to an Eligible
                              Assignee, (iii) the parties to each such
                              assignment shall execute and deliver to
                              the Payment and Disbursement Agent, for
                              its acceptance and recording in the
                              Register, an Assignment and Acceptance,
                              (iv) each Arranger shall maintain a
                              minimum Revolving Credit Commitment in an
                              amount greater than the Revolving Credit
                              Commitment of any other Lender (other than
                              the other Arrangers) or an amount
                              sufficient to maintain such Arranger's Pro
                              Rata Share as of the Closing Date,
                              whichever is less, and (v) each Co-Agent
                              shall maintain a minimum Revolving Credit
                              Commitment in an amount greater than the
                              Revolving Credit Commitment of any other
                              Lender (other than the other Co-Agents and
                              the Arrangers) or an amount sufficient to
                              maintain such Co-Agent's Pro Rata Share as
                              of the Closing Date, whichever is less.
                              Upon the occurrence and continuance of an
                              Event of Default, none of the foregoing
                              restrictions on assignments shall apply.
                              Upon such execution, delivery, acceptance
                              and recording in the Register, from and
                              after the effective date specified in each
                              Assignment and Acceptance and agreed to by
                              the Payment and Disbursement Agent, (A)
                              the assignee thereunder shall, in addition
                              to any rights and obligations hereunder
                              held by it immediately prior to such
                              effective date, if any, have the rights
                              and obligations hereunder that have been
                              assigned to it pursuant to such Assignment
                              and Acceptance and shall, to the fullest
                              extent permitted by law, have the same
                              rights and benefits hereunder as if it
                              were an original Lender hereunder, (B) the
                              assigning Lender shall, to the extent that
                              rights and obligations hereunder have been
                              assigned by it pursuant to such Assignment
                              and Acceptance, relinquish its rights and
                              be released from its obligations under
                              this Agreement (and, in the case of an
                              Assignment and Acceptance covering all or
                              the remaining portion of such assigning
                              Lender's rights and obligations under this
                              Agreement, the assigning Lender shall
                              cease to be a party hereto) and (C) the
                              Borrower shall execute and deliver to the
                              assignee thereunder a Note evidencing its
                              obligations to such assignee with respect
                              to the Loans.

                                   15.1.3.   The Register.  The Payment
                              and Disbursement Agent shall maintain at
                              its address referred to in Section 15.8 a
                              copy of each Assignment and Acceptance
                              delivered to and accepted by it and a
                              register (the "Register") for the
                              recordation of the names and addresses of
                              the Lenders, the Revolving Credit
                              Commitment of, and the principal amount of
                              the Loans under the Revolving Credit
                              Commitments owing to, each Lender from
                              time to time and whether such Lender is an
                              original Lender or the assignee of another
                              Lender pursuant to an Assignment and
                              Acceptance.  The entries in the Register
                              shall be conclusive and binding for all
                              purposes, absent manifest error, and the
                              Borrower and each of its Subsidiaries, the
                              Payment and Disbursement Agent and the
                              other Lenders may treat each Person whose
                              name is recorded in the Register as a
                              Lender hereunder for all purposes of this
                              Agreement.  The Register shall be
                              available for inspection by the Borrower
                              or any Lender at any reasonable time and
                              from time to time upon reasonable prior
                              notice.

                                   15.1.4.   Fee.  Upon its receipt of
                              an Assignment and Acceptance executed by
                              the assigning Lender and an Eligible
                              Assignee and a processing and recordation
                              fee of $3,500 (payable by the assignee to
                              the Payment and Disbursement Agent), the
                              Payment and Disbursement Agent shall, if
                              such Assignment and Acceptance has been
                              completed and is in compliance with this
                              Agreement and in substantially the form of
                              Exhibit A hereto, (i) accept such
                              Assignment and Acceptance, (ii) record the
                              information contained therein in the
                              Register and (iii) give prompt notice
                              thereof to the Borrower and the other
                              Lenders.

                                   15.1.5.   Participations.  Each
                              Lender may sell participations to one or
                              more other financial institutions in or to
                              all or a portion of its rights and
                              obligations under and in respect of any
                              and all facilities under this Agreement
                              (including, without limitation, all or a
                              portion of any or all of its Revolving
                              Credit Commitment hereunder and the
                              Committed Loans owing to it and its
                              undivided interest in the Letters of
                              Credit); provided, however, that (i) such
                              Lender's obligations under this Agreement
                              (including, without limitation, its
                              Revolving Credit Commitment hereunder)
                              shall remain unchanged, (ii) such Lender
                              shall remain solely responsible to the
                              other parties hereto for the performance
                              of such obligations, (iii) the Borrower,
                              the Payment and Disbursement Agent and the
                              other Lenders shall continue to deal
                              solely and directly with such Lender in
                              connection with such Lender's rights and
                              obligations under this Agreement, (iv)
                              each participation shall be in a minimum
                              amount of $10,000,000, and (v) such
                              participant's rights to agree or to
                              restrict such Lender's ability to agree to
                              the modification, waiver or release of any
                              of the terms of the Loan Documents, to
                              consent to any action or failure to act by
                              any party to any of the Loan Documents or
                              any of their respective Affiliates, or to
                              exercise or refrain from exercising any
                              powers or rights which any Lender may have
                              under or in respect of the Loan Documents,
                              shall be limited to the right to consent
                              to (A) increase in the Revolving Credit
                              Commitment of the Lender from whom such
                              participant purchased a participation,
                              (B) reduction of the principal of, or rate
                              or amount of interest on the Loans subject
                              to such participation (other than by the
                              payment or prepayment thereof),
                              (C) postponement of any date fixed for any
                              payment of principal of, or interest on,
                              the Loan(s) subject to such participation
                              and (D) release of any guarantor of the
                              Obligations.  Participations by a Person
                              in a Money Market Loan of any Lender shall
                              not be deemed "participations" for
                              purposes of this Section 15.1(e) and shall
                              not be subject to the restrictions on
                              "participations" contained herein.

                                   15.1.6. Any Lender (each, a
                              "Designating Lender") may at any time
                              designate one Designated Bank to fund
                              Money Market Loans on behalf of such
                              Designating Lender subject to the terms of
                              this Section 15.1(f) and the provisions in
                              Section 15.1 (b) and (e) shall not apply
                              to such designation.  No Lender may
                              designate more than one (1) Designated
                              Bank.  The parties to each such
                              designation shall execute and deliver to
                              the Payment and Disbursement Agent for its
                              acceptance a Designation Agreement.  Upon
                              such receipt of an appropriately completed
                              Designation Agreement executed by a
                              Designating Lender and a designee
                              representing that it is a Designated Bank,
                              the Payment and Disbursement Agent will
                              accept such Designation Agreement and will
                              give prompt notice thereof to the
                              Borrower, whereupon, (i) the Borrower
                              shall execute and deliver to the
                              Designating Bank a Designated Bank Note
                              payable to the order of the Designated
                              Bank, (ii) from and after the effective
                              date specified in the Designation
                              Agreement, the Designated Bank shall
                              become a party to this Agreement with a
                              right to make Money Market Loans on behalf
                              of its Designating Lender pursuant to
                              Section 2.2 after the Borrower has
                              accepted a Money Market Loan (or portion
                              thereof) of the Designating Lender, and
                              (iii) the Designated Bank shall not be
                              required to make payments with respect to
                              any obligations in this Agreement except
                              to the extent of excess cash flow of such
                              Designated Bank which is not otherwise
                              required to repay obligations of such
                              Designated Bank which are then due and
                              payable; provided, however, that
                              regardless of such designation and
                              assumption by the Designated Bank, the
                              Designating Lender shall be and remain
                              obligated to the Borrower, the Payment and
                              Disbursement Agent, the Arrangers, the Co-
                              Arrangers, the Co-Agents and the other
                              Lenders for each and every of the
                              obligations of the Designating Lender and
                              its related Designated Bank with respect
                              to this Agreement, including, without
                              limitation, any indemnification
                              obligations under Section 12.5 hereof and
                              any sums otherwise payable to the Borrower
                              by the Designated Bank.  Each Designating
                              Lender shall serve as the administrative
                              agent of the Designated Bank and shall on
                              behalf of, and to the exclusion of, the
                              Designated Bank: (i) receive any and all
                              payments made for the benefit of the
                              Designated Bank and (ii) give and receive
                              all communications and notices and take
                              all actions hereunder, including, without
                              limitation, votes, approvals, waivers,
                              consents and amendments under or relating
                              to this Agreement and the other Loan
                              Documents.  Any such notice,
                              communication, vote, approval, waiver,
                              consent or amendment shall be signed by
                              the Designating Lender as administrative
                              agent for the Designated Bank and shall
                              not be signed by the Designated Bank on
                              its own behalf but shall be binding on the
                              Designated Bank to the same extent as if
                              actually signed by the Designated Bank.
                              The Borrower, the Payment and Disbursement
                              Agent, the Arrangers, the Co-Arrangers, Co-
                              Agents and Lenders may rely thereon
                              without any requirement that the
                              Designated Bank sign or acknowledge the
                              same.  No Designated Bank may assign or
                              transfer all or any portion of its
                              interest hereunder or under any other Loan
                              Document, other than assignments to the
                              Designating Lender which originally
                              designated such Designated Bank or
                              otherwise in accordance with the
                              provisions of Section 15.1 (b) and (e).

                                   15.1.7.   Information Regarding the
                              Borrower.  Any Lender may, in connection
                              with any assignment or participation or
                              proposed assignment or participation
                              pursuant to this Section 15.1, disclose to
                              the assignee or participant or proposed
                              assignee or participant, any information
                              relating to the Borrower or its
                              Subsidiaries furnished to such Lender by
                              the Payment and Disbursement Agent or by
                              or on behalf of the Borrower; provided
                              that, prior to any such disclosure, such
                              assignee or participant, or proposed
                              assignee or participant, shall agree, in
                              writing, to preserve in accordance with
                              Section 15.20 the confidentiality of any
                              confidential information described
                              therein.

                                   15.1.8.  SPC Assignment.
                              Notwithstanding anything to the contrary
                              contained herein, any Lender (a "Granting
                              Lender") may grant to a special purpose
                              funding vehicle (a "SPC"), identified in
                              writing from time to time by the Granting
                              Lender to the Payment and Disbursement
                              Agent, the option to purchase from the
                              Granting Lender all or any part of any
                              Loan that such Granting Lender would
                              otherwise be obligated to make as provided
                              herein, provided that (i) nothing herein
                              shall constitute a commitment to purchase
                              any Loan by any SPC, and (ii) if a SPC
                              elects not to exercise such option or
                              otherwise fails to fund all or any part of
                              such Loan, the Granting Lender shall be
                              obligated to fund such Loan pursuant to
                              the terms hereof. The funding of a Loan by
                              a SPC hereunder shall utilize the
                              Revolving Credit Commitment of the
                              Granting Lender to the same extent, and as
                              if, such Loan were funded by such Granting
                              Lender. Each party hereby agrees that no
                              SPC shall be liable for any indemnity or
                              payment under this Agreement for which a
                              Lender would otherwise be liable, for so
                              long as, and to the extent, the Granting
                              Lender provides such indemnity or makes
                              such payment. In furtherance of the
                              foregoing, each party hereto hereby agrees
                              that, prior to the date that is one year
                              and one day after the payment in full of
                              all outstanding Loans of any SPC, it will
                              not institute against, or join any other
                              person in instituting against, such SPC
                              any bankruptcy, reorganization,
                              arrangement, insolvency or liquidation
                              proceedings or similar proceedings under
                              the laws of the United States.
                              Notwithstanding anything to the contrary
                              contained in this Agreement, the Granting
                              Lender may disclose to a SPC and any SPC
                              may disclose to any Rating Agency or
                              provider of any surety or guarantee to
                              such SPC any information relating to the
                              SPC's funding of Loans, all on a
                              confidential basis. This clause (h) may
                              not be amended without the prior written
                              consent of each Granting Lender, all or
                              any part of whose Loans are being funded
                              by a SPC at the time of such amendment.

                                   15.1.9.   Payment to Participants.
                              Anything in this Agreement to the contrary
                              notwithstanding, in the case of any
                              participation, all amounts payable by the
                              Borrower under the Loan Documents shall be
                              calculated and made in the manner and to
                              the parties required hereby as if no such
                              participation had been sold.

                                   15.1.10.  Lenders' Creation of
                              Security Interests.  Notwithstanding any
                              other provision set forth in this
                              Agreement, any Lender may at any time
                              create a security interest in all or any
                              portion of its rights under this Agreement
                              (including, without limitation,
                              Obligations owing to it and any Note held
                              by it) in favor of any Federal Reserve
                              bank in accordance with Regulation A of
                              the Federal Reserve Board.

                        15.2.  Expenses.

                                   15.2.1.   Generally.  The Borrower
                              agrees upon demand to pay or reimburse the
                              Payment and Disbursement Agent and each
                              Arranger for all of their respective
                              reasonable external audit and
                              investigation expenses, and for the fees,
                              expenses and disbursements of Skadden,
                              Arps, Slate, Meagher & Flom LLP (but not
                              of other legal counsel) and for all other
                              out-of-pocket costs and expenses of every
                              type and nature incurred by the Payment
                              and Disbursement Agent or each Arranger in
                              connection with (i) the audit and
                              investigation of the Consolidated
                              Businesses, the Projects and other
                              Properties of the Consolidated Businesses
                              in connection with the preparation,
                              negotiation, and execution of the Loan
                              Documents; (ii) the preparation,
                              negotiation, execution and interpretation
                              of this Agreement (including, without
                              limitation, the satisfaction or attempted
                              satisfaction of any of the conditions set
                              forth in Article VI), the Loan Documents,
                              and the making of the Loans hereunder;
                              (iii) the ongoing administration of this
                              Agreement and the Loans, including
                              consultation with attorneys in connection
                              therewith and with respect to the Payment
                              and Disbursement Agent's rights and
                              responsibilities under this Agreement and
                              the other Loan Documents; (iv) the
                              protection, collection or enforcement of
                              any of the Obligations or the enforcement
                              of any of the Loan Documents; (v) the
                              commencement, defense or intervention in
                              any court proceeding relating in any way
                              to the Obligations, any Project, the
                              Borrower, any of its Subsidiaries, this
                              Agreement or any of the other Loan
                              Documents; (vi) the response to, and
                              preparation for, any subpoena or request
                              for document production with which the
                              Payment and Disbursement Agent or any
                              other Agents or any other Lender is served
                              or deposition or other proceeding in which
                              any Lender is called to testify, in each
                              case, relating in any way to the
                              Obligations, a Project, the Borrower, any
                              of the Consolidated Businesses, this
                              Agreement or any of the other Loan
                              Documents; and (vii) any amendments,
                              consents, waivers, assignments,
                              restatements, or supplements to any of the
                              Loan Documents and the preparation,
                              negotiation, and execution of the same.

                                   15.2.2.   After Default.  The
                              Borrower further agrees to pay or
                              reimburse the Payment and Disbursement
                              Agent, the Arrangers, the Co-Arrangers,
                              the Co-Agents and each of the Lenders upon
                              demand for all out-of-pocket costs and
                              expenses, including, without limitation,
                              reasonable attorneys' fees (including
                              allocated costs of internal counsel and
                              costs of settlement) incurred by such
                              entity after the occurrence of an Event of
                              Default (i) in enforcing any Loan Document
                              or Obligation or any security therefor or
                              exercising or enforcing any other right or
                              remedy available by reason of such Event
                              of Default; (ii) in connection with any
                              refinancing or restructuring of the credit
                              arrangements provided under this Agreement
                              in the nature of a "work-out" or in any
                              insolvency or bankruptcy proceeding; (iii)
                              in commencing, defending or intervening in
                              any litigation or in filing a petition,
                              complaint, answer, motion or other
                              pleadings in any legal proceeding relating
                              to the Obligations, a Project, any of the
                              Consolidated Businesses and related to or
                              arising out of the transactions
                              contemplated hereby or by any of the other
                              Loan Documents; and (iv) in taking any
                              other action in or with respect to any
                              suit or proceeding (bankruptcy or
                              otherwise) described in clauses (i)
                              through (iii) above.

                        15.3.  Indemnity.  The Borrower further agrees
                      (a) to defend, protect, indemnify, and hold
                      harmless the Payment and Disbursement Agent, the
                      Arrangers, the Co-Arrangers, the Co-Agents and
                      each and all of the other Lenders and each of
                      their respective officers, directors, employees,
                      attorneys and agents (including, without
                      limitation, those retained in connection with the
                      satisfaction or attempted satisfaction of any of
                      the conditions set forth in Article VI)
                      (collectively, the "Indemnitees") from and
                      against any and all liabilities, obligations,
                      losses (other than loss of profits), damages,
                      penalties, actions, judgments, suits, claims,
                      costs, reasonable expenses and disbursements of
                      any kind or nature whatsoever (excluding any
                      taxes and including, without limitation, the
                      reasonable fees and disbursements of counsel for
                      such Indemnitees in connection with any
                      investigative, administrative or judicial
                      proceeding, whether or not such Indemnitees shall
                      be designated a party thereto), imposed on,
                      incurred by, or asserted against such Indemnitees
                      in any manner relating to or arising out of (i)
                      this Agreement or the other Loan Documents, or
                      any act, event or transaction related or
                      attendant thereto, the making of the Loans and
                      the issuance of and participation in Letters of
                      Credit hereunder, the management of such Loans or
                      Letters of Credit, the use or intended use of the
                      proceeds of the Loans or Letters of Credit
                      hereunder, or any of the other transactions
                      contemplated by the Loan Documents, or (ii) any
                      Liabilities and Costs relating to violation of
                      any Environmental, Health or Safety Requirements
                      of Law, the past, present or future operations of
                      the Borrower, any of its Subsidiaries or any of
                      their respective predecessors in interest, or,
                      the past, present or future environmental, health
                      or safety condition of any respective Property of
                      the Borrower or any of its Subsidiaries, the
                      presence of asbestos-containing materials at any
                      respective Property of the Borrower or any of its
                      Subsidiaries, or the Release or threatened
                      Release of any Contaminant into the environment
                      (collectively, the "Indemnified Matters");
                      provided, however, the Borrower shall have no
                      obligation to an Indemnitee hereunder with
                      respect to Indemnified Matters caused by or
                      resulting from the willful misconduct or gross
                      negligence of such Indemnitee, as determined by a
                      court of competent jurisdiction in a non-
                      appealable final judgment; and (b) not to assert
                      any claim against any of the Indemnitees, on any
                      theory of liability, for consequential or
                      punitive damages arising out of, or in any way in
                      connection with, the Revolving Credit
                      Commitments, the Revolving Credit Obligations, or
                      the other matters governed by this Agreement and
                      the other Loan Documents.  To the extent that the
                      undertaking to indemnify, pay and hold harmless
                      set forth in the preceding sentence may be
                      unenforceable because it is violative of any law
                      or public policy, the Borrower shall contribute
                      the maximum portion which it is permitted to pay
                      and satisfy under applicable law, to the payment
                      and satisfaction of all Indemnified Matters
                      incurred by the Indemnitees.

                        15.4.  Change in Accounting Principles.  If any
                      change in the accounting principles used in the
                      preparation of the most recent financial
                      statements referred to in Sections 8.1 or 8.2 are
                      hereafter required or permitted by the rules,
                      regulations, pronouncements and opinions of the
                      Financial Accounting Standards Board or the
                      American Institute of Certified Public
                      Accountants (or successors thereto or agencies
                      with similar functions) and are adopted by any
                      General Partner or the Borrower, as applicable,
                      with the agreement of its independent certified
                      public accountants and such changes result in a
                      change in the method of calculation of any of the
                      covenants, standards or terms found in Article X,
                      the parties hereto agree to enter into
                      negotiations in order to amend such provisions so
                      as to equitably reflect such changes with the
                      desired result that the criteria for evaluating
                      compliance with such covenants, standards and
                      terms by the Borrower shall be the same after
                      such changes as if such changes had not been
                      made; provided, however, no change in GAAP that
                      would affect the method of calculation of any of
                      the covenants, standards or terms shall be given
                      effect in such calculations until such provisions
                      are amended, in a manner satisfactory to the
                      Payment and Disbursement Agent and the Borrower,
                      to so reflect such change in accounting
                      principles.

                        15.5.  Setoff.  In addition to any Liens
                      granted under the Loan Documents and any rights
                      now or hereafter granted under applicable law,
                      upon the occurrence and during the continuance of
                      any Event of Default, each Lender and any
                      Affiliate of any Lender is hereby authorized by
                      the Borrower at any time or from time to time,
                      without notice to any Person (any such notice
                      being hereby expressly waived) to set off and to
                      appropriate and to apply any and all deposits
                      (general or special, including, but not limited
                      to, indebtedness evidenced by certificates of
                      deposit, whether matured or unmatured (but not
                      including trust accounts)) and any other
                      Indebtedness at any time held or owing by such
                      Lender or any of its Affiliates to or for the
                      credit or the account of the Borrower against and
                      on account of the Obligations of the Borrower to
                      such Lender or any of its Affiliates, including,
                      but not limited to, all Loans and Letters of
                      Credit and all claims of any nature or
                      description arising out of or in connection with
                      this Agreement, irrespective of whether or not
                      (i) such Lender shall have made any demand
                      hereunder or (ii) the Payment and Disbursement
                      Agent, at the request or with the consent of the
                      Requisite Lenders, shall have declared the
                      principal of and interest on the Loans and other
                      amounts due hereunder to be due and payable as
                      permitted by Article XI and even though such
                      Obligations may be contingent or unmatured.  Each
                      Lender agrees that it shall not, without the
                      express consent of the Requisite Lenders, and
                      that it shall, to the extent it is lawfully
                      entitled to do so, upon the request of the
                      Requisite Lenders, exercise its setoff rights
                      hereunder against any accounts of the Borrower
                      now or hereafter maintained with such Lender or
                      any Affiliate.

                        15.6.  Ratable Sharing.  The Lenders agree
                      among themselves that (i) with respect to all
                      amounts received by them which are applicable to
                      the payment of the Obligations (excluding the
                      repayment of Money Market Loans to a particular
                      Money Market Lender and the fees described in
                      Sections 3.1(g), 5.2(f), and 5.3 and Article
                      XIII) equitable adjustment will be made so that,
                      in effect, all such amounts will be shared among
                      them ratably in accordance with their Pro Rata
                      Shares, whether received by voluntary payment, by
                      the exercise of the right of setoff or banker's
                      lien, by counterclaim or cross-action or by the
                      enforcement of any or all of the Obligations
                      (excluding the repayment of Money Market Loans to
                      a particular Money Market Lender and the fees
                      described in Sections 3.1(g), 5.2(f), and 5.3 and
                      Article XIII), (ii) if any of them shall by
                      voluntary payment or by the exercise of any right
                      of counterclaim, setoff, banker's lien or
                      otherwise, receive payment of a proportion of the
                      aggregate amount of the Obligations held by it,
                      which is greater than the amount which such
                      Lender is entitled to receive hereunder, the
                      Lender receiving such excess payment shall
                      purchase, without recourse or warranty, an
                      undivided interest and participation (which it
                      shall be deemed to have done simultaneously upon
                      the receipt of such payment) in such Obligations
                      owed to the others so that all such recoveries
                      with respect to such Obligations shall be applied
                      ratably in accordance with their Pro Rata Shares;
                      provided, however, that if all or part of such
                      excess payment received by the purchasing party
                      is thereafter recovered from it, those purchases
                      shall be rescinded and the purchase prices paid
                      for such participations shall be returned to such
                      party to the extent necessary to adjust for such
                      recovery, but without interest except to the
                      extent the purchasing party is required to pay
                      interest in connection with such recovery.  The
                      Borrower agrees that any Lender so purchasing a
                      participation from another Lender pursuant to
                      this Section 15.6 may, to the fullest extent
                      permitted by law, exercise all its rights of
                      payment (including, subject to Section 15.5, the
                      right of setoff) with respect to such
                      participation as fully as if such Lender were the
                      direct creditor of the Borrower in the amount of
                      such participation.

                        15.7.  Amendments and Waivers.

                                   15.7.1.   General Provisions.  Unless
                              otherwise provided for or required in this
                              Agreement, no amendment or modification of
                              any provision of this Agreement or any of
                              the other Loan Documents shall be
                              effective without the written agreement of
                              the Requisite Lenders (which the Requisite
                              Lenders shall have the right to grant or
                              withhold in their sole discretion) and the
                              Borrower; provided, however, that the
                              Borrower's agreement shall not be required
                              for any amendment or modification of
                              Sections 12.1 through 12.8. No termination
                              or waiver of any provision of this
                              Agreement or any of the other Loan
                              Documents, or consent to any departure by
                              the Borrower therefrom, shall be effective
                              without the written concurrence of the
                              Requisite Lenders, which the Requisite
                              Lenders shall have the right to grant or
                              withhold in their sole discretion.  All
                              amendments, waivers and consents not
                              specifically reserved to the Payment and
                              Disbursement Agent, the Arrangers, the Co-
                              Arrangers, the other Co-Agents or the
                              other Lenders in Section 15.7(b), 15.7(c),
                              and in other provisions of this Agreement
                              shall require only the approval of the
                              Requisite Lenders. Any waiver or consent
                              shall be effective only in the specific
                              instance and for the specific purpose for
                              which it was given. No notice to or demand
                              on the Borrower in any case shall entitle
                              the Borrower to any other or further
                              notice or demand in similar or other
                              circumstances. Notwithstanding the
                              foregoing, no amendment, waiver or consent
                              shall, unless in writing and signed by the
                              Designating Lender on behalf of its
                              Designated Bank affected thereby, (a)
                              subject such Designated Bank to any
                              additional obligations, (b) reduce the
                              principal of, interest on, or other
                              amounts due with respect to, the
                              Designated Bank Note made payable to such
                              Designated Bank, or (c) postpone any date
                              fixed for any payment of principal of, or
                              interest on, or other amounts due with
                              respect to the Designated Bank Note made
                              payable to the Designated Bank.

                                   15.7.2.   Amendments, Consents and
                              Waivers by Affected Lenders. Any
                              amendment, modification, termination,
                              waiver or consent with respect to any of
                              the following provisions of this Agreement
                              shall be effective only by a written
                              agreement, signed by each Lender affected
                              thereby as described below:

     15.7.2.0.1. waiver of any of the conditions specified in Sections
     6.1 and 6.2 (except with respect to a condition based upon another
     provision of this Agreement, the waiver of which requires only the
     concurrence of the Requisite Lenders),

     15.7.2.0.2. increase in the amount of such Lender's Revolving
     Credit Commitment,

     15.7.2.0.3. reduction of the principal of, rate or amount of
     interest on the Loans, the Reimbursement Obligations, or any fees
     or other amounts payable to such Lender (other than by the payment
     or prepayment thereof), and

     15.7.2.0.4. postponement or extension of any date (other than the
     Revolving Credit Termination Date postponement or extension of
     which is governed by Section 15.7(c)(i)) fixed for any payment of
     principal of, or interest on, the Loans, the Reimbursement
     Obligations or any fees or other amounts payable to such Lender
     (except with respect to any modifications of the application
     provisions relating to prepayments of Loans and other Obligations
     which are governed by Section 4.2(b)).

                                   15.7.3.   Amendments, Consents and
                              Waivers by All Lenders.  Any amendment,
                              modification, termination, waiver or
                              consent with respect to any of the
                              following provisions of this Agreement
                              shall be effective only by a written
                              agreement, signed by each Lender:

     15.7.3.0.1.  postponement of the Revolving Credit Termination Date,
     or increase in the Maximum Revolving Credit Amount to any amount in
     excess of $1,250,000,000,

     15.7.3.0.2.  change in the definition of Requisite Lenders or in
     the aggregate Pro Rata Share of the Lenders which shall be required
     for the Lenders or any of them to take action hereunder or under
     the other Loan Documents,

     15.7.3.0.3.  amendment of Section 15.6 or this Section 15.7,

     15.7.3.0.4.  assignment of any right or interest in or under this
     Agreement or any of the other Loan Documents by the Borrower, and

     15.7.3.0.5.  waiver of any Event of Default described in Sections
     11.1(a), (f), (g), (i), (n), and (o).

                                   15.7.4.   Payment and Disbursement
                              Agent Authority.  The Payment and
                              Disbursement Agent may, but shall have no
                              obligation to, with the written
                              concurrence of any Lender, execute
                              amendments, modifications, waivers or
                              consents on behalf of that Lender.
                              Notwithstanding anything to the contrary
                              contained in this Section 15.7, no
                              amendment, modification, waiver or consent
                              shall affect the rights or duties of the
                              Payment and Disbursement Agent under this
                              Agreement and the other Loan Documents,
                              unless made in writing and signed by the
                              Payment and Disbursement Agent in addition
                              to the Lenders required above to take such
                              action. Notwithstanding anything herein to
                              the contrary, in the event that the
                              Borrower shall have requested, in writing,
                              that any Lender agree to an amendment,
                              modification, waiver or consent with
                              respect to any particular provision or
                              provisions of this Agreement or the other
                              Loan Documents, and such Lender shall have
                              failed to state, in writing, that it
                              either agrees or disagrees (in full or in
                              part) with all such requests (in the case
                              of its statement of agreement, subject to
                              satisfactory documentation and such other
                              conditions it may specify) within thirty
                              (30) days after such Lender receives such
                              request, then such Lender hereby
                              irrevocably authorizes the Payment and
                              Disbursement Agent to agree or disagree,
                              in full or in part, and in the Payment and
                              Disbursement Agent's sole discretion, to
                              such requests on behalf of such Lender as
                              such Lenders' attorney-in-fact and to
                              execute and deliver any writing approved
                              by the Payment and Disbursement Agent
                              which evidences such agreement as such
                              Lender's duly authorized agent for such
                              purposes.

                        15.8.  Notices.  Unless otherwise specifically
                      provided herein, any notice or other
                      communication herein required or permitted to be
                      given shall be in writing and may be personally
                      served, sent by facsimile transmission or by
                      courier service and shall be deemed to have been
                      given when delivered in person or by courier
                      service, or upon receipt of a facsimile
                      transmission.  Notices to the Payment and
                      Disbursement Agent pursuant to Articles II, IV or
                      XII shall not be effective until received by the
                      Payment and Disbursement Agent.  For the purposes
                      hereof, the addresses of the parties hereto
                      (until notice of a change thereof is delivered as
                      provided in this Section 15.8) shall be as set
                      forth below each party's name on the signature
                      pages hereof or the signature page of any
                      applicable Assignment and Acceptance, or, as to
                      each party, at such other address as may be
                      designated by such party in a written notice to
                      all of the other parties to this Agreement.

                        15.9.  Survival of Warranties and Agreements.
                      All representations and warranties made herein
                      and all obligations of the Borrower in respect of
                      taxes, indemnification and expense reimbursement
                      shall survive the execution and delivery of this
                      Agreement and the other Loan Documents, the
                      making and repayment of the Loans, the issuance
                      and discharge of Letters of Credit hereunder and
                      the termination of this Agreement and shall not
                      be limited in any way by the passage of time or
                      occurrence of any event and shall expressly cover
                      time periods when the Payment and Disbursement
                      Agent, any of the other Agents or any of the
                      other Lenders may have come into possession or
                      control of any Property of the Borrower or any of
                      its Subsidiaries.
                        15.10.  Failure or Indulgence Not Waiver;
                      Remedies Cumulative.  No failure or delay on the
                      part of the Payment and Disbursement Agent, any
                      other Lender or any other Agent in the exercise
                      of any power, right or privilege under any of the
                      Loan Documents shall impair such power, right or
                      privilege or be construed to be a waiver of any
                      default or acquiescence therein, nor shall any
                      single or partial exercise of any such power,
                      right or privilege preclude other or further
                      exercise thereof or of any other right, power or
                      privilege.  All rights and remedies existing
                      under the Loan Documents are cumulative to and
                      not exclusive of any rights or remedies otherwise
                      available.

                        15.11.  Marshalling; Payments Set Aside.  None
                      of the Payment and Disbursement Agent, any other
                      Lender or any other Co-Agent shall be under any
                      obligation to marshall any assets in favor of the
                      Borrower or any other party or against or in
                      payment of any or all of the Obligations.  To the
                      extent that the Borrower makes a payment or
                      payments to the Payment and Disbursement Agent,
                      any Agent or any other Lender or any such Person
                      exercises its rights of setoff, and such payment
                      or payments or the proceeds of such enforcement
                      or setoff or any part thereof are subsequently
                      invalidated, declared to be fraudulent or
                      preferential, set aside or required to be repaid
                      to a trustee, receiver or any other party, then
                      to the extent of such recovery, the obligation or
                      part thereof originally intended to be satisfied,
                      and all Liens, right and remedies therefor, shall
                      be revived and continued in full force and effect
                      as if such payment had not been made or such
                      enforcement or setoff had not occurred.

                        15.12.  Severability.  In case any provision in
                      or obligation under this Agreement or the other
                      Loan Documents shall be invalid, illegal or
                      unenforceable in any jurisdiction, the validity,
                      legality and enforceability of the remaining
                      provisions or obligations, or of such provision
                      or obligation in any other jurisdiction, shall
                      not in any way be affected or impaired thereby.

                        15.13.  Headings.  Section headings in this
                      Agreement are included herein for convenience of
                      reference only and shall not constitute a part of
                      this Agreement or be given any substantive
                      effect.

                        15.14.  Governing Law.  THIS AGREEMENT SHALL BE
                      INTERPRETED, AND THE RIGHTS AND LIABILITIES OF
                      THE PARTIES HERETO DETERMINED, IN ACCORDANCE WITH
                      THE INTERNAL LAWS OF THE STATE OF NEW YORK
                      WITHOUT REGARD TO ITS CONFLICT OF LAWS
                      PRINCIPLES.

                        15.15.  Limitation of Liability.  No claim may
                      be made by any Lender, any Co-Agent, any Co-
                      Arranger, any Arranger, the Payment and
                      Disbursement Agent, or any other Person against
                      any Lender (acting in any capacity hereunder) or
                      the Affiliates, directors, officers, employees,
                      attorneys or agents of any of them for any
                      consequential or punitive damages in respect of
                      any claim for breach of contract or any other
                      theory of liability arising out of or related to
                      the transactions contemplated by this Agreement,
                      or any act, omission or event occurring in
                      connection therewith; and each Lender, each Co-
                      Agent, each Arranger, each Co-Arranger and the
                      Payment and Disbursement Agent hereby waives,
                      releases and agrees not to sue upon any such
                      claim for any such damages, whether or not
                      accrued and whether or not known or suspected to
                      exist in its favor.

                        15.16.  Successors and Assigns.  This Agreement
                      and the other Loan Documents shall be binding
                      upon the parties hereto and their respective
                      successors and assigns and shall inure to the
                      benefit of the parties hereto and the successors
                      and permitted assigns of the Lenders.  The rights
                      hereunder of the Borrower, or any interest
                      therein, may not be assigned without the prior
                      written consent of all Lenders, except in
                      accordance with the provisions of Article XIV
                      hereof.

                        15.17.  Certain Consents and Waivers of the
                      Borrower.

               15.17.0.0.1.   Personal Jurisdiction.  15.17.0.0.1. EACH
     OF THE LENDERS AND THE BORROWER IRREVOCABLY AND UNCONDITIONALLY
     SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
     JURISDICTION OF ANY NEW YORK STATE COURT OR FEDERAL COURT SITTING
     IN NEW YORK, NEW YORK, AND ANY COURT HAVING JURISDICTION OVER
     APPEALS OF MATTERS HEARD IN SUCH COURTS, IN ANY ACTION OR
     PROCEEDING ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL
     TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS
     AGREEMENT, WHETHER ARISING IN CONTRACT, TORT, EQUITY OR OTHERWISE,
     OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
     PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL
     CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
     DETERMINED IN SUCH STATE COURT OR, TO THE EXTENT PERMITTED BY LAW,
     IN SUCH FEDERAL COURT.  THE BORROWER IRREVOCABLY DESIGNATES AND
     APPOINTS CT CORPORATION SYSTEM, 1633 BROADWAY, NEW YORK, NEW YORK
     10019, AS ITS AGENT (THE "PROCESS AGENT") FOR SERVICE OF ALL
     PROCESS IN ANY SUCH PROCEEDING IN ANY SUCH COURT, SUCH SERVICE
     BEING HEREBY ACKNOWLEDGED TO BE EFFECTIVE AND BINDING SERVICE IN
     EVERY RESPECT.  EACH OF THE LENDERS AND THE BORROWER AGREES THAT A
     FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE
     AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
     OR IN ANY OTHER MANNER PROVIDED BY LAW.  THE BORROWER WAIVES IN ALL
     DISPUTES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE
     COURT CONSIDERING THE DISPUTE.

               15.17.0.0.2.  THE BORROWER AGREES THAT THE PAYMENT AND
     DISBURSEMENT AGENT SHALL HAVE THE RIGHT TO PROCEED AGAINST THE
     BORROWER OR ITS PROPERTY IN A COURT IN ANY LOCATION NECESSARY OR
     APPROPRIATE TO ENABLE THE PAYMENT AND DISBURSEMENT AGENT AND THE
     OTHER LENDERS TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN
     FAVOR OF THE PAYMENT AND DISBURSEMENT AGENT OR ANY OTHER LENDER.
     THE BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE
     COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY THE PAYMENT AND
     DISBURSEMENT AGENT, ANY LENDER OR ANY OTHER AGENT TO ENFORCE A
     JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE PAYMENT AND
     DISBURSEMENT AGENT, ANY LENDER OR ANY SUCH OTHER AGENT.  THE
     BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF
     THE COURT IN WHICH THE PAYMENT AND DISBURSEMENT AGENT, ANY OTHER
     AGENT OR ANY LENDER MAY COMMENCE A PROCEEDING DESCRIBED IN THIS
     SECTION.

                                   15.17.1.  Service of Process.  THE
                              BORROWER IRREVOCABLY CONSENTS TO THE
                              SERVICE OF PROCESS OF ANY OF THE
                              AFOREMENTIONED COURTS IN ANY SUCH ACTION
                              OR PROCEEDING BY THE MAILING OF COPIES
                              THEREOF BY REGISTERED OR CERTIFIED MAIL,
                              POSTAGE PREPAID, TO THE PROCESS AGENT OR
                              THE BORROWER'S NOTICE ADDRESS SPECIFIED
                              BELOW, SUCH SERVICE TO BECOME EFFECTIVE
                              UPON RECEIPT.  THE BORROWER IRREVOCABLY
                              WAIVES ANY OBJECTION (INCLUDING, WITHOUT
                              LIMITATION, ANY OBJECTION OF THE LAYING OF
                              VENUE OR BASED ON THE GROUNDS OF FORUM NON
                              CONVENIENS) WHICH IT MAY NOW OR HEREAFTER
                              HAVE TO THE BRINGING OF ANY SUCH ACTION OR
                              PROCEEDING WITH RESPECT TO THIS AGREEMENT
                              OR ANY OTHER LOAN DOCUMENT IN ANY
                              JURISDICTION SET FORTH ABOVE.  NOTHING
                              HEREIN SHALL AFFECT THE RIGHT TO SERVE
                              PROCESS IN ANY OTHER MANNER PERMITTED BY
                              LAW OR SHALL LIMIT THE RIGHT OF THE
                              PAYMENT AND DISBURSEMENT AGENT OR THE
                              OTHER LENDERS TO BRING PROCEEDINGS AGAINST
                              THE BORROWER IN THE COURTS OF ANY OTHER
                              JURISDICTION.

                                   15.17.2.  WAIVER OF JURY TRIAL.  EACH
                              OF THE PAYMENT AND DISBURSEMENT AGENT AND
                              THE OTHER LENDERS AND THE BORROWER
                              IRREVOCABLY WAIVES TRIAL BY JURY IN ANY
                              ACTION OR PROCEEDING WITH RESPECT TO THIS
                              AGREEMENT OR ANY OTHER LOAN DOCUMENT.

                        15.18.  Counterparts; Effectiveness;
                      Inconsistencies.  This Agreement and any
                      amendments, waivers, consents, or supplements
                      hereto may be executed in counterparts, each of
                      which when so executed and delivered shall be
                      deemed an original, but all such counterparts
                      together shall constitute but one and the same
                      instrument.  This Agreement shall become
                      effective against the Borrower and each Lender on
                      the Closing Date.  This Agreement and each of the
                      other Loan Documents shall be construed to the
                      extent reasonable to be consistent one with the
                      other, but to the extent that the terms and
                      conditions of this Agreement are actually
                      inconsistent with the terms and conditions of any
                      other Loan Document, this Agreement shall govern.
                      In the event the Lenders enter into any co-lender
                      agreement with the Arrangers pertaining to the
                      Lenders' respective rights with respect to voting
                      on any matter referenced in this Agreement or the
                      other Loan Documents on which the Lenders have a
                      right to vote under the terms of this Agreement
                      or the other Loan Documents, such co-lender
                      agreement shall be construed to the extent
                      reasonable to be consistent with this Agreement
                      and the other Loan Documents, but to the extent
                      that the terms and conditions of such co-lender
                      agreement are actually inconsistent with the
                      terms and conditions of this Agreement and/or the
                      other Loan Documents, such co-lender agreement
                      shall govern. Notwithstanding the foregoing, any
                      rights reserved to the Payment and Disbursement
                      Agent or the Arrangers or the Co-Arrangers or the
                      Co-Agents under this Agreement and the other Loan
                      Documents shall not be varied or in any way
                      affected by such co-lender agreement and the
                      rights and obligation of the Borrower under the
                      Loan Documents will not be varied.

                        15.19.  Limitation on Agreements.  All
                      agreements between the Borrower, the Payment and
                      Disbursement Agent, each Arranger, each Co-
                      Arranger, each Co-Agent and each Lender in the
                      Loan Documents are hereby expressly limited so
                      that in no event shall any of the Loans or other
                      amounts payable by the Borrower under any of the
                      Loan Documents be directly or indirectly secured
                      (within the meaning of Regulation U) by Margin
                      Stock.

                        15.20.  Confidentiality.  Subject to Section
                      15.1(g), the Lenders shall hold all nonpublic
                      information obtained pursuant to the requirements
                      of this Agreement, and identified as such by the
                      Borrower, in accordance with such Lender's
                      customary procedures for handling confidential
                      information of this nature and in accordance with
                      safe and sound banking practices (provided that
                      such Lender may share such information with its
                      Affiliates in accordance with such Lender's
                      customary procedures for handling confidential
                      information of this nature and provided further
                      that such Affiliate shall hold such information
                      confidential) and in any event the Lenders may
                      make disclosure reasonably required by a bona
                      fide offeree, transferee or participant in
                      connection with the contemplated transfer or
                      participation or as required or requested by any
                      Governmental Authority or representative thereof
                      or pursuant to legal process and shall require
                      any such offeree, transferee or participant to
                      agree (and require any of its offerees,
                      transferees or participants to agree) to comply
                      with this Section 15.20.  In no event shall any
                      Lender be obligated or required to return any
                      materials furnished by the Borrower; provided,
                      however, each offeree shall be required to agree
                      that if it does not become a transferee or
                      participant it shall return all materials
                      furnished to it by the Borrower in connection
                      with this Agreement.  Any and all confidentiality
                      agreements entered into between any Lender and
                      the Borrower shall survive the execution of this
                      Agreement.

                        15.21.  Disclaimers.  The Payment and
                      Disbursement Agent, the Arrangers, the Co-
                      Arrangers, the other Co-Agents and the other
                      Lenders shall not be liable to any contractor,
                      subcontractor, supplier, laborer, architect,
                      engineer, tenant or other party for services
                      performed or materials supplied in connection
                      with any work performed on the Projects,
                      including any TI Work.  The Payment and
                      Disbursement Agent, the Arrangers, the Co-
                      Arrangers, the other Co-Agents and the other
                      Lenders shall not be liable for any debts or
                      claims accruing in favor of any such parties
                      against the Borrower or others or against any of
                      the Projects.  The Borrower is not and shall not
                      be an agent of any of the Payment and
                      Disbursement Agent, the Arrangers, the Co-
                      Arrangers, the other Co-Agents or the other
                      Lenders for any purposes and none of the Lenders,
                      the Co-Agents, the Arrangers the Co-Arrangers,,
                      or the Payment and Disbursement Agent shall be
                      deemed partners or joint venturers with Borrower
                      or any of its Affiliates.  None of the Payment
                      and Disbursement Agent, the Arrangers, the Co-
                      Arrangers, the other Co-Agents or the other
                      Lenders shall be deemed to be in privity of
                      contract with any contractor or provider of
                      services to any Project, nor shall any payment of
                      funds directly to a contractor or subcontractor
                      or provider of services be deemed to create any
                      third party beneficiary status or recognition of
                      same by any of the Payment and Disbursement
                      Agent, the Arrangers, the Co-Arrangers, the other
                      Co-Agents or the other Lenders and the Borrower
                      agrees to hold the Payment and Disbursement
                      Agent, the Arrangers, the Co-Arrangers, the other
                      Co-Agents and the other Lenders harmless from any
                      of the damages and expenses resulting from such a
                      construction of the relationship of the parties
                      or any assertion thereof.

                        15.22.    No Bankruptcy Proceedings.  Each of
                      the Borrower, the Arrangers, the Co-Agents and
                      the other Lenders hereby agrees that it will not
                      institute against any Designated Bank or join any
                      other Person in instituting against any
                      Designated Bank any bankruptcy, reorganization,
                      arrangement, insolvency or liquidation proceeding
                      under any federal or state bankruptcy or similar
                      law, until the later to occur of (i) one year and
                      one day after the payment in full of the latest
                      maturing commercial paper note issued by such
                      Designated Bank and (ii) the Revolving Credit
                      Termination Date.

                        15.23.  Retained Properties.  Notwithstanding
                      anything contained in this Agreement to the
                      contrary, the Company or any Subsidiary thereof
                      will retain direct or indirect ownership of the
                      Retained Properties, or, if the Company shall
                      elect to sell  or otherwise transfer any of the
                      Retained Properties, it shall retain any and all
                      proceeds received in connection therewith, and
                      will not contribute any portion thereof to the
                      Borrower or any other entity or distribute any
                      portion thereof to any of its shareholders.

          15.24.  Entire Agreement.  This Agreement, taken together with
all of the other Loan Documents, embodies the entire agreement and
understanding among the parties hereto and supersedes all prior
agreements and understandings, written and oral, relating to the subject
matter hereof.
          IN WITNESS WHEREOF, this Agreement has been duly executed as
of the date first above written.

BORROWER:           SIMON PROPERTY GROUP, L.P.,
                    a Delaware limited partnership

                                  By:        SIMON PROPERTY GROUP, INC.,
                         as Managing General Partner

                    By: _______________________
                          David Simon
                          Chief Executive Officer



                         Notice Address:

                         Merchants Plaza
                         P.O. Box 7033
                         Indianapolis, Indiana  46207
                         Attn: Mr. David Simon
                         Telecopy: (317) 263-7037
with a copy to:
                         Simon Property Group, L.P.
                         Merchants Plaza
                         P.O. Box 7033
                         Indianapolis, Indiana  46207
                         Attn: General Counsel
                         Telecopy: (317) 685-7221
PAYMENT AND DISBURSEMENT AGENT
                                  AND LEAD ARRANGER:
                                                                 UBS AG,
                              STAMFORD BRANCH

                              By:_
                              Name: Jeffrey W. Wald
                              Title:Executive Director


                              By:_____________________
                              Name:
                              Title:


                                                                Notice
                              Address, Domestic
                                                                Lending
                              Office and Eurodollar Lending Office:

                              UBS AG
                              299 Park Avenue
                              New York, New York 10171
                              Attn: Ms. Xiomara Martez
                              Telecopy: (212) 821-4138


Pro Rata Share:     6.12%

Revolving Credit Commitment: $76,500,000DOCUMENTATION AGENT
AND ARRANGER:              MORGAN GUARANTY TRUST COMPANY
                           OF NEW YORK


                              By:_____________________
                              Name:
                              Title:

                         Notice Address:


                         c/o J.P. Morgan Services Inc.
                         500 Stanton Christiana Road
                         Newark, Delaware 19713-2107
                         Attn: Mr. William Lamb
                         Telecopy:  (302) 634-1093

                         Domestic and Eurodollar
                         Lending Office:

                         c/o J.P. Morgan Services Inc.
                         500 Stanton Christiana Road
                         Newark, Delaware 19713-2107
                         Attn: Mr. William Lamb
                         Telecopy:  (302) 634-1093

Pro Rata Share:     6.12%

Revolving Credit Commitment: $76,500,000
SYNDICATION AGENT
AND LEAD ARRANGER:            THE CHASE MANHATTAN BANK

                           By:______________________
                           Name:
                           Title:

                                                      Notice Address,
                           Domestic and Eurodollar Lending Office:

                           The Chase Manhattan Bank
                           380 Madison Avenue, 10th floor
                           New York, New York 10017
                           Attention: Nancy Szatny
                           Telecopy: (212) 622-3395
                                                      Reference: Simon
                           Property Group, L.P. Loan # 564-4773

                           For Money Market Loans:

                           The Chase Manhattan Bank
                           270 Park Avenue, 6th floor
                           New York, New York 10017
                           Attention: Frank Angelico
                                       Albert Reynolds
                           Telecopy: (212) 834-6160
                                                     Reference: Simon
                           Property Group, L.P.

                           with copy of all Notices to:

                           The Chase Manhattan Bank
                           380 Madison Avenue, 10th floor
                           New York, New York  10017
                           Attention: Fran Nuchims
                           Telecopy:  (212) 270-3513
                           Reference:  Simon Property
                           Group, L.P. Loan # 564-4773

Pro Rata Share:     6.12%

Revolving Credit Commitment: $76,500,000
DOCUMENTATION AGENT
AND ARRANGER:              BANK OF AMERICA, NATIONAL ASSOCIATION


                         By:_____________________
                           Name:  Cynthia C. Sanford
                           Title: Senior Vice President

                         Notice Address; Domestic and
                           Eurodollar Lending Office:

                         Bank of America, N.A.
                         901 Main Street, 51st Floor
                         Dallas, TX 75202
                         Attn: Alison B. Connell
                         Telecopy: 214-209-1571



Pro Rata Share:     6.12%

Revolving Credit Commitment: $76,500,000
CO-ARRANGER:            DRESDNER BANK AG
                              NEW YORK AND GRAND CAYMAN BRANCHES

                           By:
                              Name:
                              Title:

                           By:
                              Name:
                              Title:

                         Notice Address and Domestic and Euro-
                         dollar Lending Office:
                                             Dresdner Bank AG, New York
                         and Grand Cayman Branches
                         75 Wall Street, 33rd Floor
                         New York, New York 10005
                         Attn: Mr. Thomas Nadramia
                         Telecopy: (212) 429-2130
                         Reference:  Simon Property Group

With copy to:            Dresdner Bank AG, Chicago Branch
                         190 South LaSalle Street
                         Suite 2700
                         Chicago, Illinois  60603
                         Attn:  Mr. James Blessing
                         Telecopy: (312) 444-1305
                         Reference: Simon Property Group

                         Borrowing and other administrative
                         and operational notices:
                         Dresdner Bank AG
                         75 Wall Street, 33rd Floor
                         New York, New York 10005
                         Attn: Mr. Robert Reddington
                         Telecopy: (212) 429-2130
                         Reference: Simon Property Group


Pro Rata Share:     6.12%
Revolving Credit Commitment: $76,500,000
CO-ARRANGER:THE FIRST NATIONAL BANK OF CHICAGO


                           By:_____________________
                           Name:  Lynn Braun
                           Title: Corporate Banker

                                             Notice Address:

                           The First National
                              Bank of Chicago
                           One First National Plaza
                           Suite 0151
                           Chicago, Illinois 60670
                           Attention: Lynn Braun
                           Telecopy: (312) 732-1117
                           Reference: Simon Property Group


                             Domestic Lending Office and Eurodollar
                           Lending Office or
                           Eurodollar Affiliate:

                           The First National
                               Bank of Chicago
                           One First National Plaza
                           Suite 0318
                           Chicago, Illinois 60670
                           Attention: Maria Torres
                           Telecopy: (312) 732-1582
                           Reference: Simon Property Group


Pro Rata Share:     6.12%

Revolving Credit Commitment: $76,500,000
SENIOR MANAGING AGENT:            CITICORP REAL ESTATE, INC.

                         By:_______________________
                         Name:  Mark Brown
                         Title: Vice President

                                  Notice Address:

                         Citicorp Real Estate, Inc.
                         599 Lexington Avenue
                         20th Floor/Zone 6
                         New York, NY 10043
                         Attn: Mark Brown
                         Telecopy: 212-793-6314

                         Domestic Lending Office, Eurodollar
                         Lending Office or
                         Eurodollar Affiliate:

                                             Citicorp Real Estate, Inc.
                         599 Lexington Avenue
                         20th Floor/Zone 6
                         New York, NY 10043
                         Attn: Mark Brown
                         Telecopy: 212-793-6314

                         And to:

                         Citicorp Real Estate, Inc.
                         599 Lexington Avenue
                         25th Floor/Zone 10
                         New York, NY 10043
                         Attn: Michael Broido, Esq.
                               General Counsel
                         Telecopy:



Pro Rata Share:     4.4%

Revolving Credit Commitment: $55,000,000
SENIOR MANAGING AGENT:   BAYERISCHE HYPO- UND VEREINSBANK AG, ACTING
                         THROUGH ITS NEW YORK BRANCH


                         By:_______________________
                         Name:
                         Title:


                         By:_______________________
                         Name:
                         Title:

                         Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                                             BAYERISCHE HYPO-VEREINSBANK
                         AG NEW YORK BRANCH
                         150 East 42nd Street
                         New York, New York 10017-4679
                         Attn:    Larney Bisbano
                                  Director
                         Telecopy:  212-672-5527

                         and to:

                         Attn:    Mr. Stephen Altman
                              Managing Director
                         Telecopy:  212-672-5583





Pro Rata Share:     4.4%

Revolving Credit Commitment: $55,000,000

                         SENIOR MANAGING AGENT:
                         COMMERZBANK AG, NEW YORK BRANCH

                         By:_______________________
                         Name:
                         Title:


                         By:_______________________
                         Name:
                         Title:


                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         Commerzbank AG
                         2 World Financial Center
                         New York, New York 10281
                         Attn:  Mr. Doug Traynor
                         Telecopy:  212-266-7565



Pro Rata Share:     4.4%

Revolving Credit Commitment: $55,000,000
SENIOR MANAGING AGENT:   FLEET NATIONAL BANK


                         By:_______________________
                                                           Name:
                                  Margaret A. Mulcahy
                         Title: Senior Vice President



                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         Fleet Bank
                         75 State Street
                         Mail Stop: MA/BO/F11A
                         Boston, Massachusetts 02109
                         Attn: Lillian Munoz
                         Telecopy: 617-346-3220

                          and to:

                         Attn: Margaret Mulcahy
                         Telecopy:  617-364-3220



Pro Rata Share:    4.4%

Revolving Credit Commitment: $55,000,000


MANAGING AGENT:          NATIONAL CITY BANK OF INDIANA


                         By:_______________________
                         Name:
                         Title:

                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar lending Office:

                         National City Bank of Indiana
                         101 West Washington Street
                         Indianapolis, Indiana 46255
                         Attn:    Kim Kord
                         Telecopy:  317-267-6249

                         and to:

                         Attn:  Donna Huebner
                         Telecopy: 317-267-6249


Pro Rata Share:     2.8%

Revolving Credit Commitment: $35,000,000
MANAGING AGENT:          PNC BANK, NATIONAL ASSOCIATION


                         By:_______________________
                         Name:  Terri Wyda
                         Title: Vice President

                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         One PNC Plaza
                         P1-POPP-19-2
                         249 Fifth Avenue
                         Pittsburgh, Pennsylvania
                                             15222-2707
                         Attn:  Jay Baker
                           Telecopy: 412-762-6500

                         and to:

                         Attn: Matthew L. Koval
                                Loan Administrator
                         Telecopy: 412-768-5754



Pro Rata Share:     3.2%

Revolving Credit Commitment: $40,000,000
MANAGING AGENT:          KEYBANK, NATIONAL ASSOCIATION


                         By:_______________________
                         Name: Dan Heberle
                         Title:Vice President

                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         KeyBank
                         127 Public Square, 6th floor
                         Cleveland, Ohio 44114-1306
                         Attn: Dan Heberle
                         Telecopy:  216-689-4997

                                                           and to:

                         Attn: Mr. Matt Shmelter
                         Telecopy: 216-689-3566


Pro Rata Share:     3.2%

Revolving Credit Commitment: $40,000,000

MANAGING AGENT:          U.S. BANK NATIONAL ASSOCIATION
                         (formerly known as First Bank)


                         By:_______________________
                                                           Name:
                                  Elliott Quigley
                                                           Title:
                                  Vice President

                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         U.S. Bank National Association
                         111 East Wacker Drive
                         Suite 3000
                         Chicago, IL 60601

                         Attn:  Elliott Quigley
                         Telecopy: 312-228-9402

                         And to:

                         Attn:  Paul Castino
                         Telecopy:  312-228-9402



Pro Rata Share:    3.2%

Revolving Credit Commitment: $40,000,000
MANAGING AGENT:          GUARANTY FEDERAL BANK, F.S.B.


                         By:_______________________
                         Name: Richard Thompson
                         Title: Senior Vice President

                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         Guaranty Federal Bank
                         8333 Douglas Avenue
                         Dallas, Texas 75225
                         Attn:  Ms. Lesa Balsley
                         Telecopy:  214-360-1661

                         and to:

                         Attn: Clint Nanny
                         Telecopy: 214-360-5109



Pro Rata Share:  3.2%
Revolving Credit Commitment: $40,000,000


                         MANAGING AGENT:            KBC BANK N.V.


                         By:_______________________
                         Name:
                         Title:


                         By:_______________________
                         Name:
                         Title:

                                  Notice Address and Domestic
                         Lending Office:
                                             KBC Bank N.V., New York
                         Branch
                         125 West 55th Street
                         New York, New York 10019
                         Attn:    Francis X. Payne
                         Telecopy: 212-541-0793
                         and to:

                         Attn: Lynda Resuma
                                  Telecopy: 212-956-5580

                         Eurodollar Lending Office or
                         Eurodollar Affiliate:
                                             KBC Bank N.V., Grand Cayman
                         Branch
                         125 West 55th Street
                         New York, New York 10019
                         Attn:    Francis X. Payne     Telecopy: 212-541-
0793

                         and to:

                         Attn: Lynda Resuma
                         Telecopy: 212-956-5580


Pro Rata Share:     2.8%

Revolving Credit Commitment: $35,000,000
MANAGING AGENT:            BAYERISCHE LANDESBANK, CAYMAN ISLANDS BRANCH


                         By:_______________________
                         Name:
                         Title:


                         By:_______________________
                         Name:
                         Title:

                                  Notice Address and Domestic
                                             Lending Office, and
                         Eurodollar Lending Office:

                         Bayerische Landesbank
                         560 Lexington Avenue
                         New York, New York 10022
                                                 Attn:     John Wain
                         Telecopy: 212-310-9868

                         and to:

                                                           Attn:
                                  Patricia Sanchez
                         Telecopy: 212-310-9930




Pro Rata Share:     2.8%

Revolving Credit Commitment: $35,000,000
CO-AGENT:                         BANK OF MONTREAL


                         By:_______________________
                         Name: Lynn A. Durning
                         Title:Portfolio Manager


                                  Notice Address and Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         Bank of Montreal
                         115 South LaSalle Street
                         Chicago, Illinois 60603
                         Attn: Anita Blake
                         Telecopy: 312-750-6061

Pro Rata Share:     2.4

Revolving Credit Commitment: $30,000,000
                         CO-AGENT:LANDESBANK HESSEN-THURINGEN
                         GIRONZENTRALE, NEW YORK BRANCH


                         By:_______________________
                         Name:
                         Title:

                         By:_______________________
                         Name:
                         Title:

                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         Landesbank Hessen-Thuringen
                         420 Fifth Avenue, 24th floor
                         New York, New York 10018
                         Attn:    Alfred Koch
                         Telecopy: 212-703-5296

                         and to:

                         Attn: Gudrun Dronca
                         Telecopy: 212-703-5256



Pro Rata Share:     2.4%

Revolving Credit Commitment: $30,000,000
========================================================================
<PAGE>
LENDER:                           CIBC INC.


                         By:_______________________
                         Name:
                         Title:

                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         CIBC World Markets Corp.
                         200 West Madison Street
                         Suite 2300
                         Chicago, Illinois 60606
                         Attn: Joel Gershkon
                         Telecopy: 312-855-3235

                         and to:

                         CIBC World Markets Corp.
                         Two Paces West
                         2727 Paces Ferry Road
                         Suite 1200
                         Atlanta, Georgia 30309
                         Attn: Vickie Rollins
                         Telecopy: 770-319-4950

Pro Rata Share:  2.24%

Revolving Credit Commitment: $28,000,000
========================================================================
<PAGE>
LENDER:                  UNION BANK OF CALIFORNIA, N.A


                         By:_______________________
                         Name:  Michelle Guerra
                         Title: Vice President


                         By:_______________________
                                                           Name:     D.
                                  Tim Mahoney
                         Title: Senior Vice President

                                  Notice Address:

                         Union Bank of California
                         350 California Street
                         7th Floor
                         San Francisco, California 94104
                         Attn:  Ms. Michelle Guerra
                         Telecopy:  415-433-7438

                                             Domestic Lending and
                         Eurodollar Lending Office:

                         Union Bank of California
                         Real Estate Capital Markets
                         200 Pringle Avenue, Suite 250
                         Walnut Creek, California 94596
                         Attn: Ms. Hertha Warren
                         Telecopy: (925) 947-2497




Pro Rata Share:     1.6%

Revolving Credit Commitment: $20,000,000
========================================================================
<PAGE>
LENDER:                           THE SUMITOMO BANK, LIMITED


                         By:_______________________
                         Name:
                         Title:

                                  Notice Address, Domestic
                                             Lending Office and
                         Eurodollar Lending Office:

                         The Sumitomo Bank, Limited
                         277 Park Avenue
                         New York, NY 10172
                         Attn:  Mr. Mark Niwa
                         Telecopy: 212-224-4504

                         and to:

                         The Sumitomo Bank, Limited
                         277 Park Avenue
                         New York, New York 10172
                         Attn: Martin Lebovits
                         Telecopy: 212-224-4504



Pro Rata Share:     1.84%

Revolving Credit Commitment: $23,000,000
========================================================================
<PAGE>
LENDER:                           THE BANK OF TOKYO-MITSUBISHI, LTD.
                         acting through its New York Branch


                         By:_______________________
                         Name: James T. Taylor
                         Title:Vice President


                                  Notice Address and Domestic
                                             Lending Office, and
                         Eurodollar Lending Office:

                         Bank of Tokyo - Mitsubishi
                         1251 Avenue of the Americas
                         New York, NY 10020-1104
                         Attn: Leonard J. Crann
                         Telecopy: 212-782-4934

                         and to:

                         John C. Ng
                         Telecopy: 212-782-5870




Pro Rata Share:     1.6%

Revolving Credit Commitment: $20,000,000
========================================================================
<PAGE>
LENDER:                           SUMMIT BANK


                         By:_______________________
                         Name: Marianne W. de Jongh
                         Title: Vice President


                                  Notice Address and Domestic
                                             Lending Office, and
                         Eurodollar Lending Office:

                         Summit Bancorp
                         750 Walnut Avenue
                         Cranford, NJ 07016
                         Attn:  Marianne W. de Jongh
                         Telecopy: 908-709-6435

                         and to:

                         Claudia Camejo
                         Telecopy: 908-709-6440

Pro Rata Share:     2%

Revolving Credit Commitment: $25,000,000
========================================================================
<PAGE>
LENDER:                     COMERICA BANK


                         By:_______________________
                         Name: David J. Campbell
                               Title:
Vice President


                                  Notice Address and Domestic
                                             Lending Office, and
                         Eurodollar Lending Office:

                         Comerica Bank
                         500 Woodward Avenue, 7th Floor
                         Detroit, Michigan 48226
                         Attn: David J. Campbell

                         Telecopy: 313-222-9295

                         and to:

                         Attn: Betsy Branson
                         Telecopy: 313-222-3697

                         U.S. Mail should be directed to:

                         Comerica Bank
                         P.O. Box 75000
                         Detroit Michigan 48275-3256
                         M/C 3256
                         Attn: David J. Campbell and
                         Attn: Betsy Branson



Pro Rata Share:     1.6%

Revolving Credit Commitment: $20,000,000
========================================================================
<PAGE>
LENDER:                           THE HUNTINGTON NATIONAL BANK


                         By:_______________________
                         Name:  Eric M. Riedinger
                         Title: Vice President

                                  Notice Address and Domestic
                                             Lending Office, and
                         Eurodollar Lending Office:

                         The Huntington National Bank
                         41 South High Street, 8th Floor
                         Columbus, Ohio 43215
                         Attn: Mr. Eric Riedinger
                         Telecopy:  614-480-3698




Pro Rata Share:     1.6%

Revolving Credit Commitment: $20,000,000
========================================================================
<PAGE>
LENDER:                           MELLON BANK, N.A.


                         By:_______________________
                         Name:
                         Title:

                                  Notice Address and Domestic
                                             Lending Office, and
                         Eurodollar Lending Office:

                         Mellon Bank, N.A.
                         One Mellon Bank Center
                         Room 5325
                         Pittsburgh, Pennsylvania
                                                               15259-
                         0001
                                                 Attn:     Mr. David
                                  Tetrick
                         Telecopy: (412) 234-8657



Pro Rata Share:     1.6%

Credit Commitment: $20,000,000.00

========================================================================
<PAGE>

LENDER:                           GULF INTERNATIONAL BANK


                         By:_______________________
                         Name: Mireille Khalidi
                         Title:Assistant Vice President

                         By:_______________________
                         Name:
                         Title:

                                  Notice Address and Domestic
                                             Lending Office, and
                         Eurodollar Lending Office:

                         Gulf International Bank
                         380 Madison Avenue
                         21st Floor
                         New York, New York 10017
                                                 Attn:     Mireille
                                  Khalidi
                         Telecopy: (212) 922-2325




Pro Rata Share:     0.8%

Revolving Credit Commitment: $10,000,000
========================================================================
<PAGE>

LENDER:                           THE BANK OF NOVA SCOTIA,
                           NEW YORK AGENCY

                         By:_______________________
                         Name: Robert Boese
                         Title:Senior Relationship Manager

                                  Notice Address and Domestic
                         Lending Office, and Eurodollar
                         Lending Office or Eurodollar
                         Affiliates:

                         The Bank of Nova Scotia
                           Atlanta Agency, for Nassau
                           Corporate Branch
                         600 Peachtree Street NE
                         Suite 2700
                         Atlanta, Georgia 30308
                         Attn:  Nadine Bell
                         Telecopy:
(404) 888-8998



Pro Rata Share:     1.2%

Credit Commitment: $15,000,000
========================================================================
<PAGE>
LENDER:                           SOUTHTRUST BANK, NATIONAL ASSOCIATION

                         By:_______________________
                         Name: Sam Boroughs
                         Title:Assistant Vice President

                                  Notice Address:

                         SouthTrust Bank, National Association
                         Corporate Banking - 11th Floor
                         420 North 20th Street
                         Birmingham, AL 35203
                         Attn:  Sam Boroughs:
Telecopy: 205-254-8270

                         Domestic Lending Office, and
                           Eurodollar Lending Office or
Eurodollar Affiliates:

                         SouthTrust Bank, National Association
                         6434 First Avenue North
                         Birmingham, AL 35212
                                                           Attn:
                                  Natalie Johnson
                                  Operations Manager
                         Telecopy: 205-599-4350

                         With a copy to:

                         SouthTrust Bank, National Association
                         Corporate Banking - 11th Floor
                         420 North 20th Street
                         Birmingham, AL 35203
                         Attn:  Sam Boroughs:
                                  Telecopy: 205-254-8270

Pro Rata Share:     2%

Credit Commitment: $25,000,000
========================================================================
<PAGE>
LENDER:                           ING (U.S.) CAPITAL LLC

                         By:_______________________
                         Name: David Mazujian
                         Title:Managing Director

                                  Notice Address and Domestic
                         Lending Office, and Eurodollar
                         Lending Office or Eurodollar
                         Affiliates:

                         ING (U.S.) Capital LLC
                         55 East 52nd Street
                         New York, NY 10055

                         Attn:  David Mazujian
                         Telecopy: 212-409-5853



Pro Rata Share:     1.6%

Credit Commitment: $20,000,000