EXHIBIT 10.23





 

 

AMENDED AND RESTATED CREDIT AGREEMENT

Dated as of December 22, 2004

among

ALEXANDRIA REAL ESTATE EQUITIES, INC.,

ALEXANDRIA REAL ESTATE EQUITIES, L.P.,

ARE-QRS CORP.,

ARE ACQUISITIONS, LLC,

and 

The Other Subsidiaries Party Hereto

as the Borrowers,



BANK OF AMERICA, N.A.,

as Administrative Agent, Swing Line Lender and L/C Issuer,



CITICORP NORTH AMERICA, INC.

and

COMMERZBANK AG NEW YORK AND GRAND CAYMAN BRANCHES,

as Co-Syndication Agents



SOCIETE GENERALE

and

EUROHYPO AG, NEW YORK BRANCH,

as Co-Documentation Agents



and

The Other Lenders Party Hereto



BANC OF AMERICA SECURITIES LLC

and

CITIGROUP GLOBAL MARKETS INC.

as Joint Lead Arrangers and Joint Bookrunners



 

 





 


TABLE OF CONTENTS

Page


	
ARTICLE I.
	
DEFINITIONS AND ACCOUNTING TERMS
	
2

	
1.01
	
Defined Terms
	
2

	
1.02
	
Other Interpretive Provisions
	
34

	
1.03
	
Accounting Terms
	
35

	
1.04
	
Rounding
	
35

	
1.05
	
Times of Day
	
35

	
1.06
	
Letter of Credit Amounts
	
35

	
ARTICLE II.
	
THE COMMITMENTS AND CREDIT EXTENSIONS
	
36

	
2.01
	
Committed Loans
	
36

	
2.02
	
Borrowings, Conversions and Continuations of Committed Loans
	
36

	
2.03
	
Letters of Credit
	
38

	
2.04
	
Swing Line Loans
	
47

	
2.05
	
Prepayments
	
50

	
2.06
	
Termination or Reduction of Revolving Commitments
	
51

	
2.07
	
Repayment of Loans
	
51

	
2.08
	
Interest
	
52

	
2.09
	
Fees
	
52

	
2.10
	
Computation of Interest and Fees
	
53

	
2.11
	
Evidence of Debt
	
54

	
2.12
	
Payments Generally; Administrative Agent's Clawback
	
54

	
2.13
	
Sharing of Payments by Lenders
	
56

	
2.14
	
Extension of Revolving Commitment Termination Date
	
57

	
2.15
	
Increase in Commitments
	
57

	
2.16
	
Unencumbered Asset Pool
	
59

	
ARTICLE III.
	
TAXES, YIELD PROTECTION AND ILLEGALITY
	
59

	
3.01
	
Taxes
	
59

	
3.02
	
Illegality
	
61

	
3.03
	
Inability to Determine Rates
	
62

	
3.04
	
Increased Costs; Reserves on Eurodollar Rate Loans
	
62

	
3.05
	
Compensation for Losses
	
64

	
3.06
	
Mitigation Obligations; Replacement of Lenders
	
64

	
3.07
	
Survival
	
65

	
ARTICLE IV.
	
CONDITIONS PRECEDENT TO THE AMENDMENT AND RESTATEMENT OF THE EXISTING CREDIT
AGREEMENTS AND FURTHER CREDIT EXTENSIONS
	
65

	
4.01
	
Conditions of Effectiveness of this Agreement
	
65

	
4.02
	
Conditions to all Credit Extensions
	
67

	
ARTICLE V.
	
REPRESENTATIONS AND WARRANTIES
	
68

	
5.01
	
Existence, Qualification and Power; Compliance with Laws
	
68

	
5.02
	
Authorization; No Contravention
	
68

	
5.03
	
Governmental Authorization; Other Consents
	
68

	
5.04
	
Binding Effect
	
69

	
5.05
	
Financial Statements; No Material Adverse Effect
	
69

	
5.06
	
Litigation
	
69

	
5.07
	
No Default
	
69

	
5.08
	
Ownership of Property; Liens
	
70

	
5.09
	
Environmental Compliance
	
70

	
5.10
	
Insurance
	
70

	
5.11
	
Taxes
	
70

	
5.12
	
ERISA Compliance
	
70

	
5.13
	
Subsidiaries; Equity Interests
	
71

	
5.14
	
Margin Regulations; Investment Company Act; Public Utility Holding Company
Act; REIT and Tax Status; Stock Exchange Listing
	
71

	
5.15
	
Disclosure
	
72

	
5.16
	
Compliance with Laws
	
72

	
5.17
	
Intellectual Property; Licenses, Etc.
	
72

	
5.18
	
Initial Pool Properties
	
72

	
5.19
	
Property
	
73

	
5.20
	
Brokers
	
73

	
5.21
	
Other Debt
	
73

	
5.22
	
Solvency
	
73

	
5.23
	
No Fraudulent Intent
	
74

	
5.24
	
Transaction in Best Interests of Borrowers; Consideration
	
74

	
5.25
	
No Bankruptcy Filing
	
74

	
5.26
	
Tax Shelter Representation
	
74

	
ARTICLE VI.
	
AFFIRMATIVE COVENANTS
	
74

	
6.01
	
Financial Statements
	
75

	
6.02
	
Certificates; Other Information
	
75

	
6.03
	
Compliance Certificates
	
78

	
6.04
	
Payment of Obligations
	
78

	
6.05
	
Preservation of Existence, Etc.
	
79

	
6.06
	
Maintenance of Properties
	
79

	
6.07
	
Maintenance of Insurance
	
79

	
6.08
	
Compliance with Laws
	
79

	
6.09
	
Books and Records
	
79

	
6.10
	
Inspection Rights
	
79

	
6.11
	
Use of Proceeds
	
80

	
6.12
	
Distributions of Income to the Borrowers
	
80

	
6.13
	
Unencumbered Asset Pool
	
80

	
6.14
	
Revenue-Producing Property
	
81

	
6.15
	
Additional Borrowers
	
81

	
ARTICLE VII.
	
NEGATIVE COVENANTS
	
81

	
7.01
	
Liens
	
82

	
7.02
	
Investments
	
83

	
7.03
	
Omitted
	
84

	
7.04
	
Fundamental Changes
	
84

	
7.05
	
Omitted
	
85

	
7.06
	
Restricted Payments
	
85

	
7.07
	
Change in Nature of Business
	
85

	
7.08
	
Transactions with Affiliates
	
85

	
7.09
	
Burdensome Agreements
	
85

	
7.10
	
Use of Proceeds
	
86

	
7.11
	
Financial Covenants
	
86

	
ARTICLE VIII.
	
EVENTS OF DEFAULT AND REMEDIES
	
86

	
8.01
	
Events of Default
	
86

	
8.02
	
Remedies Upon Event of Default
	
88

	
8.03
	
Application of Funds
	
89

	
ARTICLE IX.
	
ADMINISTRATIVE AGENT
	
90

	
9.01
	
Appointment and Authority
	
90

	
9.02
	
Rights as a Lender
	
90

	
9.03
	
Exculpatory Provisions
	
91

	
9.04
	
Reliance by Administrative Agent.
	
91

	
9.05
	
Delegation of Duties
	
92

	
9.06
	
Successor Administrative Agent
	
92

	
9.07
	
Non-Reliance on Administrative Agent and Other Lenders
	
93

	
9.08
	
No Other Duties, Etc
	
93

	
9.09
	
Administrative Agent May File Proofs of Claim
	
93

	
9.10
	
Collateral and Guaranty Matters
	
94

	
9.11
	
No Obligations of Borrowers
	
95

	
ARTICLE X.
	
MISCELLANEOUS
	
95

	
10.01
	
Amendments, Etc.
	
95

	
10.02
	
Notices; Effectiveness; Electronic Communication
	
97

	
10.03
	
No Waiver; Cumulative Remedies
	
98

	
10.04
	
Expenses; Indemnity; Damage Waiver
	
98

	
10.05
	
Payments Set Aside
	
100

	
10.06
	
Successors and Assigns
	
101

	
10.07
	
Treatment of Certain Information; Confidentiality
	
105

	
10.08
	
Right of Setoff
	
107

	
10.09
	
Interest Rate Limitation
	
108

	
10.10
	
Counterparts; Integration; Effectiveness
	
108

	
10.11
	
Survival of Representations and Warranties
	
108

	
10.12
	
Severability
	
109

	
10.13
	
Replacement of Lenders
	
109

	
10.14
	
Governing Law; Jurisdiction; Etc.
	
110

	
10.15
	
Waiver of Jury Trial
	
110

	
10.16
	
USA PATRIOT Act Notice
	
111

	
10.17
	
Time of the Essence
	
111

	
10.18
	
Borrowers' Obligations
	
111

	
10.19
	
ENTIRE AGREEMENT
	
115

	
10.20
	
Hazardous Material Indemnity
	
115

	
10.21
	
Release of Borrowers
	
116




 





 




SCHEDULES


1.01AInitial Pool Properties

2.01ARevolving Commitments and Applicable
Percentages

5.06Litigation

5.09Environmental Matters

5.13Subsidiaries

5.19Real Property owned by Parent

5.21Secured and Recourse Debt

10.02Administrative Agent's Office; Certain Addresses
for Notices

10.06Processing and Recording Fees



EXHIBITS

Form of
ACommitted Loan Notice

BSwing Line Loan Notice

C-1Revolving Note

C-2Term Note

DCompliance Certificate

EAssignment and Assumption

FReserved

GOpinion Matters

HReserved

IJoinder Agreement

JReserved



 








AMENDED AND RESTATED CREDIT AGREEMENT

This AMENDED AND RESTATED CREDIT AGREEMENT is entered
into as of December 22, 2004, among Alexandria Real Estate Equities, Inc., a
Maryland corporation ("Parent"), Alexandria Real Estate Equities, L.P., a
Delaware limited partnership ("Operating Partnership"), ARE-
QRS Corp., a Maryland corporation ("QRS"),
ARE Acquisitions, LLC, a Delaware limited liability company
("ARE"), the other borrowers set forth on the signature pages of this
Agreement, each other Wholly-Owned Subsidiary of Parent which becomes a party to
this Agreement as a borrower (collectively, together with Parent, Operating
Partnership, QRS and ARE, the "Borrowers"); each lender from time to time
party hereto (collectively, the "Lenders" and individually, a
"Lender"); Bank of America, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer; Citicorp North America, Inc. and Commerzbank AG New York
and Grand Cayman Branches, as Co-Syndication Agents; Societe Generale and
Eurohypo AG, New York Branch, as Co-Documentation Agents; and Banc of America
Securities LLC, and Citigroup Global Markets Inc., as Joint Lead Arrangers and
Joint Bookrunners, with reference to the following Recitals:

RECITALS

WHEREAS, the Borrowers, Fleet National Bank, as the
administrative agent thereunder, and the financial institutions identified on
the signature pages thereto (the "Existing Revolving Lenders") are
parties to that certain Fourth Amended and Restated Revolving Loan Agreement,
dated as of November 3, 2003 (as amended, the "Existing Revolving Loan
Agreement"), pursuant to which the Existing Revolving Lenders agreed to
provide the Borrowers with a revolving credit facility;

WHEREAS, the Borrowers, Fleet National Bank, as the
administrative agent thereunder, and the financial institutions identified on
the signature pages thereto (collectively, the "Existing Term Lenders")
are parties to that certain Term Loan Credit Agreement, dated as of November 3,
2003 (as amended, the "Existing Term Loan Credit Agreement" and together
with the Existing Revolving Loan Agreement, the "Existing Credit
Agreements"), pursuant to which the Existing Term Lenders agreed to provide
the Borrowers with a term credit facility; and

WHEREAS, the Borrowers have requested that the parties amend
and restate and combine the Existing Credit Agreements so that, among other
things, the Lenders can provide a single revolving and term credit facility and
modify certain of the terms thereof from the terms set forth in the Existing
Credit Agreements and install Bank of America, N.A. as Administrative Agent, and
the Lenders are willing to do so on the terms and conditions set forth
herein.

NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties hereto covenant and agree that the
Existing Credit Agreements are hereby amended and restated in their entirety as
follows: 


ARTICLE 1



DEFINITIONS AND ACCOUNTING
TERMS



1.01  Defined Terms.  As used in
this Agreement, the following terms shall have the meanings set forth
below:
"Adjusted EBITDA" means for any period of
determination and without duplication, an amount equal to the sum of (a) EBITDA
of Parent and its Subsidiaries for such period, determined on a consolidated
basis in accordance with GAAP, minus (b) the Capital Improvement Reserve
for the Real Property of Parent and its Subsidiaries.

"Adjusted NOI" means for any period and with respect
to a Revenue-Producing Property, an amount equal to the sum of (a) NOI of that
Revenue-Producing Property, minus (b) the Capital Improvement Reserve for
such Revenue-Producing Property.  

"Adjusted Tangible Assets" means, as of any date of
determination, without duplication, the sum of (a) Total Assets of
Parent and its Subsidiaries as of that date, minus (b) Intangible
Assets of Parent and its Subsidiaries as of that date, minus (c) any
Minority Interest's share of Total Assets as of that date.

"Adjusted Tangible Net Worth" means, as of any date of
determination, without duplication, the sum of (a) Adjusted
Tangible Assets of Parent and its Subsidiaries as of that date, minus
(b) Total Liabilities of Parent and its Subsidiaries as of that date.

"Administrative Agent's Office" means the
Administrative Agent's address and, as appropriate, account as set forth on
Schedule 10.02, or such other address or account as the Administrative
Agent may from time to time notify to the Borrowers and the Lenders.

"Administrative Agent" means Bank of America in its
capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent.

"Administrative Questionnaire" means an Administrative
Questionnaire in a form supplied by the Administrative Agent.

"Affiliate" means, with respect to any Person, another
Person that directly, or indirectly through one or more intermediaries, Controls
or is Controlled by or is under common Control with the Person specified.

"Aggregate Commitments" means the Commitments of all
the Lenders.

"Aggregate Revolving Commitments" means all
Commitments of the Revolving Lenders.

"Agreement" means this Amended and Restated Credit
Agreement, as it may be amended, restated, amended and restated, extended,
supplemented or otherwise modified in writing from time to time.

"Applicable Percentage" means with respect to any
Lender at any time, the following percentages (carried out to the ninth decimal
place), as of the date of determination:

(a)with respect to a Lender's obligation to make
Revolving Loans and receive payments of principal, interest, fees, costs, and
expenses with respect thereto, (i) prior to the Revolving Commitments being
terminated or reduced to zero, the percentage obtained by dividing (x) such
Lender's Revolving Commitment, by (y) the aggregate Revolving Commitments
of all Lenders, and (ii) from and after the time that all Revolving
Commitments have been terminated or reduced to zero, the percentage obtained by
dividing (x) the aggregate outstanding principal amount of such Lender's
Revolving Loans by (y) the aggregate outstanding principal amount of all
Revolving Loans;

(b)with respect to a Lender's obligation to participate
in Letters of Credit, to reimburse the Issuing Lender, and to receive payments
of fees with respect thereto, (i) prior to the Revolving Commitments being
terminated or reduced to zero, the percentage obtained by dividing (x) such
Lender's Revolving Commitment, by (y) the aggregate Revolving Commitments of all
Lenders, and (ii) from and after the time that the Revolving Commitments have
been terminated or reduced to zero, the percentage obtained by dividing (x) the
aggregate outstanding principal amount of such Lender's Revolving Loans by (y)
the aggregate outstanding principal amount of all Revolving Loans;

(c)with respect to a Lender's obligation to make a Term
Loan and receive payments of interest, fees, and principal with respect thereto,
(i) prior to the making of the Term Loan, the percentage obtained by dividing
(x) such Lender's Term Loan Commitment, by (y) the aggregate amount of all
Lenders' Term Loan Commitments, and (ii) from and after the making of the
Term Loan, the percentage obtained by dividing (x) the aggregate
outstanding amount of such Lender's Term Loans by (y) the Term Loan Amount;

(d)with respect to all other matters as to a particular
Lender (including the indemnification obligations arising under
Section 10.04), the percentage obtained by dividing (i) such Lender's
Revolving Commitment, plus such Lender's portion of the Term Loan Amount, by
(ii) the aggregate amount of Revolving Commitments of all Lenders, plus the
Term Loan Amount; provided, however, that in the event the Revolving Commitments
have been terminated or reduced to zero, the Applicable Percentage under this
clause (d) shall be the percentage obtained by dividing (A) the outstanding
principal amount of such Lender's Revolving Loans, plus such Lender's ratable
portion of the outstanding Letters of Credit, plus such Lender's portion of the
Term Loan Amount by (B) the principal amount of all outstanding Revolving
Loans, plus the aggregate amount of outstanding Letters of Credit, plus the Term
Loan Amount; and

(e)the initial Applicable Percentage of each Revolving
Lender is set forth opposite the name of such Lender on
Schedule 2.01A or in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto, and the initial Applicable Percentage of
each Term Lender is set forth in the Assignment and Assumption pursuant to which
such Lender becomes a party hereto or in the records of the Administrative
Agent, as applicable.

"Applicable Rate" means, from time to time, the
following percentages per annum, initially based upon the Debt Rating and
Leverage Ratio as set forth in the certificate received by Administrative Agent
pursuant to Section 4.01(a)(vii):


	
Pricing Level
	
Debt Rating
	
Leverage Ratio
	
Eurodollar Rate 

+
	
Base Rate +
	
Facility Fee
	
Unused Fee

	
1
	
≥ BBB+/Baa1
	
N/A
	
0.65%
	
0%
	
0.20%
	
0%

	
2
	
BBB/Baa2
	
N/A
	
0.75%
	
0%
	
0.20%
	
0%

	
3
	
BBB-/Baa3
	
N/A
	
0.90%
	
0%
	
0.20%
	
0%

	
4
	
unrated or <BBB-/ Baa3
	
<40%
	
1.15%
	
0.20%
	
0%
	
0.20%

	
5
	
unrated or <BBB-/ Baa3
	
≥40% and <50%
	
1.30%
	
0.20%
	
0%
	
0.20%

	
6
	
unrated or <BBB-/ Baa3
	
≥50% 
	
1.50%
	
0.20%
	
0%
	
0.20%





For any applicable period, the Applicable Rate shall be the
rate set forth opposite the Debt Rating of the Parent for such period; provided,
however, that if in any period the Parent does not have a Debt Rating of BBB-
/Baa3 or better, then the Applicable Rate shall be the rate set forth opposite
the Leverage Ratio in effect from time to time. 

Initially, the Applicable Rate shall be determined based upon
the Debt Rating and/or Leverage Ratio specified in the certificate delivered
pursuant to Section 4.01(a)(vii).  Thereafter, each change in the Applicable
Rate resulting from a publicly announced change in the Debt Rating shall be
effective, in the case of an upgrade, during the period commencing on the date
of delivery by any Borrower to the Administrative Agent of notice thereof
pursuant to Section 6.02(i) and ending on the date immediately preceding the
effective date of the next such change and, in the case of a downgrade, during
the period commencing on the date of the public announcement thereof and ending
on the date immediately preceding the effective date of the next such
change.

Any increase or decrease in the Applicable Rate resulting
from a change in the Leverage Ratio shall become effective as of the first
Business Day immediately following the date the Compliance Certificate is
delivered pursuant to Section 4.01(a)(vii) and/or the Compliance Certificate
delivered pursuant to Section 6.03; provided, however, that if a
Compliance Certificate is not delivered in accordance with such Section, then
the Applicable Rate for Pricing Level 6 shall apply as of the first Business Day
after the date on which such Compliance Certificate was required to be
delivered, until the Business Day such Compliance Certificate is delivered.

"Approved Fund" means any Fund that is administered or
managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
Affiliate of an entity that administers or manages a Lender.

"Arrangers" mean Banc of America Securities LLC and
Citigroup Global Markets Inc., in their capacity as joint lead arrangers and
joint book runners.

"Asset Value" means, as of any date of determination
and without double counting any item, the sum of the following:

(a)with respect to any improved Real Property (other than
Real Property constituting Development Investments) owned by a Person for a full
four consecutive fiscal quarter period or longer, an amount equal to (i) the
Adjusted NOI of such Person from such Real Property for the prior four full
consecutive fiscal quarters divided by (ii) the Capitalization Rate;

(b)with respect to any Real Property owned by a Person
for less than four full consecutive fiscal quarters, an amount equal to (i) the
Adjusted NOI of such Real Property for the period which a Person has owned and
operated such Real Property, adjusted by the Borrowers to an annual Adjusted NOI
in a manner reasonably acceptable to the Administrative Agent, divided by
(ii) the Capitalization Rate; and

(c)with respect to improved Real Property owned by a
Person that is not a Development Investment but which is being renovated by a
Person or with respect to which a partial or total renovation was recently
completed by a Person, an amount as determined at the sole election of the
Administrative Agent based on (i) the annualized Adjusted NOI with respect to
such Real Property, annualized based on bona fide, arms length signed tenant
leases which are in full force and effect requiring current rental payments, and
divided by the Capitalization Rate, or (ii) on the cost basis of the Real
Property determined in accordance with GAAP.

"Assignee Group" means two or more Eligible Assignees
that are Affiliates of one another or two or more Approved Funds managed by the
same investment advisor.

"Assignment and Assumption" means an assignment and
assumption entered into by a Lender and an Eligible Assignee (with the consent
of any party whose consent is required by Section 10.06(b)), and accepted
by the Administrative Agent, in substantially the form of Exhibit E
or any other form approved by the Administrative Agent.

"Attributable Indebtedness" means, on any date, in
respect of any Capital Lease Obligation of any Person, the capitalized amount
thereof that would appear on a balance sheet of such Person prepared as of such
date in accordance with GAAP.

"Audited Financial Statements" means the audited
consolidated balance sheet of the Parent and its Subsidiaries for the fiscal
year ended December 31, 2003, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year of the Parent and its Subsidiaries, including the notes thereto.

"Availability Period" means the period from and
including the Closing Date to the earliest of (a) the Revolving Commitment
Termination Date, (b) the date of termination of the Revolving Commitments
pursuant to Section 2.06, and (c) the date of termination of the commitment
of each Revolving Lender to make Revolving Loans and of the obligation of the
L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02.

"Bank of America" means Bank of America, N.A. and its
successors.

"BAS" means Banc of America Securities LLC and its
successors.

"Base Rate"  means for any day a fluctuating rate per
annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b)
the rate of interest in effect for such day as publicly announced from time to
time by Bank of America as its "prime rate."  The "prime rate" is a rate set by
Bank of America based upon various factors including Bank of America's costs and
desired return, general economic conditions and other factors, and is used as a
reference point for pricing some loans, which may be priced at, above, or below
such announced rate.  Any change in such rate announced by Bank of America shall
take effect at the opening of business on the day specified in the public
announcement of such change.

"Base Rate Loan" means a Committed Loan that bears
interest based on the Base Rate. 

"Borrower Materials" has the meaning set forth in
Section 6.02.

"Borrowers" has the meaning specified in the
introductory paragraph hereto.  Any reference to Borrowers herein shall be
deemed to refer to each Person constituting Borrowers, and the responsibilities,
obligations and covenants of each such Person under this Agreement and the other
Loan Documents shall be joint and several, unless expressly stated otherwise
herein or the context otherwise requires; provided, however, that the
obligations of Borrowers with respect to the delivery of reports, financial
statements, certifications and requests for Borrowings may be performed and
executed by Parent, the Operating Partnership, QRS and ARE with the effect of
binding all Borrowers.

"Borrowing" means a Committed Borrowing or a Swing
Line Borrowing, as the context may require.

"Borrowing Base" means, as of any date of
determination and without duplication, an amount equal to the lesser of
(a) the amount which, when added to the total outstanding principal amount
of all unsecured Indebtedness of the Parent and its Subsidiaries (including the
Outstanding Amount of the Loans), would not exceed 57.5% of the aggregate Asset
Value of the Unencumbered Asset Pool as of such date, and (b) the amount which,
when added to the total outstanding principal amount of all unsecured
Indebtedness of the Parent and its Subsidiaries (including the Outstanding
Amount of the Loans), would not cause the Interest Coverage Ratio to be less
than 2.00:1.00. 

"Business Day" means any day other than a Saturday,
Sunday or other day on which commercial banks are authorized to close under the
Laws of, or are in fact closed in, the state of the United States where the
Administrative Agent's Office is located and, if such day relates to any
Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits
are conducted by and between banks in the London Interbank Eurodollar market.


"Capital Improvement Reserve" means with respect to
any Real Property now or hereafter owned by the Borrowers or their Subsidiaries,
an amount equal to thirty cents ($.30) multiplied by the Net Rentable Area of
the Real Property.

"Capital Lease Obligations" means all monetary
obligations of a Person under any leasing or similar arrangement which, in
accordance with GAAP, is classified as a capital lease.

"Capitalization Rate" means 9.00%.  

"Cash" means money, currency or a credit balance in
any demand, time, savings, passbook or like account with a bank, savings and
loan association, credit union or like organization, other than an account
evidenced by a negotiable certificate of deposit.

"Cash Collateral" has the meaning specified in Section
2.03(g).

"Cash Collateralize" has the meaning specified in
Section 2.03(g).

"Cash Equivalents" means:



	securities issued or fully guaranteed or insured by the
United States Government or any agency thereof and backed by the full faith and
credit of the United States having maturities of not more than one year from the
date of acquisition;


	certificates of deposit, time deposits, demand deposits,
eurodollar time deposits, repurchase agreements, reverse repurchase agreements,
or bankers' acceptances, having in each case a term of not more than one year,
issued by Administrative Agent or any Lender, or by any U.S. commercial bank (or
any branch or agency of a non-U.S. bank licensed to conduct business in the
U.S.) having combined capital and surplus of not less than $100,000,000 whose
short-term securities are rated (at the time of acquisition thereof) at least A-
1 by S&P and P-1 by Moody's; 


	demand deposits on deposit in accounts maintained at
commercial banks having membership in the FDIC and in amounts not exceeding the
maximum amounts of insurance thereunder; and


	commercial paper of an issuer rated (at the time of
acquisition thereof) at least A-2 by S&P or P-2 by Moody's and in either
case having a term of not more than one year; and


	money market mutual or similar funds that invest
primarily in assets satisfying the requirements of clauses (a) through (d) of
this definition.

"Cash Interest Expense" means Interest Expense of a
Person that is paid or currently payable in Cash.  

"Change in Control" means (a) any transaction or
series of related transactions in which any Unrelated Person or two or more
Unrelated Persons acting in concert acquire beneficial ownership (within the
meaning of Rule 13d 3(a)(1) under the Securities Exchange Act of 1934, as
amended), directly or indirectly, of 40% or more of the outstanding Common
Stock, (b) Parent consolidates with or merges into another Person or conveys,
transfers or leases its properties and assets substantially as an entirety to
any Person or any Person consolidates with or merges into Parent, in either
event pursuant to a transaction in which the outstanding Common Stock is changed
into or exchanged for cash, securities or other property, with the effect that
any Unrelated Person becomes the beneficial owner, directly or indirectly, of
40% or more of Common Stock or that the Persons who were the holders of Common
Stock immediately prior to the transaction hold less than 60% of the common
stock of the surviving corporation after the transaction, (c) during any period
of 24 consecutive months, individuals who at the beginning of such period
constituted the board of directors of Parent (together with any new or
replacement directors whose election by the board of directors, or whose
nomination for election, was approved by a vote of at least a majority of the
directors then still in office who were either directors at the beginning of
such period or whose election or nomination for reelection was previously so
approved) cease for any reason to constitute a majority of the directors then in
office, or (d) a "change in control" as defined in any document governing
Indebtedness or Preferred Equity of Parent in excess of $25,000,000 which gives
the holders of such Indebtedness or Preferred Equity the right to accelerate or
otherwise require payment of such Indebtedness or Preferred Equity prior to the
maturity date thereof.  

"Change in Law" means the occurrence, after the date
of this Agreement, of any of the following: (a) the adoption or taking effect of
any law, rule, regulation or treaty, (b) any change in any law, rule, regulation
or treaty or in the administration, interpretation or application thereof by any
Governmental Authority or (c) the making or issuance of any request, guideline
or directive (whether or not having the force of law) by any Governmental
Authority.

"Closing Date" means the first date all the conditions
precedent in Section 4.01 are satisfied or waived in accordance with
Section 10.01.

"Co-Documentation Agents" means Societe Generale and
Eurohypo AG, New York Branch, in their capacity as co-documentation agents.

"Co-Syndication Agents" means Citicorp North America,
Inc. and Commerzbank AG New York and Grand Cayman Branches, in their capacity as
co-syndication agents.

"Code" means the Internal Revenue Code of 1986, as
amended from time to time.

"Commitment" means any Term Loan Commitment or any
Revolving Commitment, as applicable.  

"Committed Borrowing" means a borrowing consisting of
simultaneous Committed Loans of the same Type and, in the case of Eurodollar
Rate Loans, having the same Interest Period made by each of the Lenders pursuant
to Section 2.01.

"Committed Loan" means a Revolving Loan or a Term
Loan.

"Committed Loan Notice" means a notice of (a) a
Committed Borrowing, (b) a conversion of Committed Loans from one Type to the
other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section
2.02(a), which, if in writing, shall be substantially in the form of
Exhibit A.

"Common Stock" means the common stock of Parent.

"Compliance Certificate" means a certificate
substantially in the form of Exhibit D.

"Confidential Information" means (a) all of the terms,
covenants, conditions or agreements set forth in any letters of intent or in
this Agreement or any amendments hereto and any related agreements of whatever
nature, (b) the information and reports provided in compliance with Article VI
of this Agreement, (c) any and all information provided, disclosed or otherwise
made available to the Administrative Agent and the Lenders including, without
limitation, any and all plans, maps, studies (including market studies), reports
or other data, operating expense information, as-built plans, specifications,
site plans, drawings, notes, analyses, compilations, or other documents or
materials relating to the properties or their condition or use, whether prepared
by Borrowers or others, which use, or reflect, or that are based on, derived
from, or are in any way related to the foregoing, and (d) any and all other
information of Borrowers that the Administrative Agent or any Lender may have
access to including, without limitation, ideas, samples, media, techniques,
sketches, specifications, designs, plans, forecasts, financial information,
technical information, drawings, works of authorship, models, inventions, know-
how, processes, apparatuses, equipment, algorithms, financial models and
databases, software programs, software source documents, manuals, documents,
properties, names of tenants or potential tenants, vendors, suppliers,
distributors and consultants, and formulae related to the current, future, and
proposed products and services of Borrowers or tenants or potential tenants
(including, without limitation, information concerning research, experimental
work, development, design details and specifications, engineering, procurement
requirements, purchasing, manufacturing, customer lists, investors, employees,
clients, business and contractual relationships, business forecasts, and sales
and marketing plans).  Confidential Information may be disclosed or accessible
to the Administrative Agent and the Lenders as embodied within tangible material
(such as documents, drawings, pictures, graphics, software, hardware, graphs,
charts, or disks), orally, or visually.

"Contractual Obligation" means, as to any Person, any
provision of any security issued by such Person or of any agreement, instrument
or other undertaking to which such Person is a party or by which it or any of
its property is bound.

"Control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of a Person, whether through the ability to exercise voting power, by
contract or otherwise.  "Controlling" and "Controlled" have
meanings correlative thereto.

"Controlled Entity" means a Person (a) that is a
Subsidiary of Parent, (b) that is a general partnership or a limited partnership
in which a Wholly Owned Subsidiary is the sole managing general partner and such
managing general partner has the sole power to (i) sell all or substantially all
of the assets of such Person, (ii) incur Indebtedness in the name of such
Person, (iii) grant a Lien on all or any portion of the assets of such Person
and (iv) otherwise generally manage the business and assets of such Person or
(c) that is a limited liability company for which a Wholly Owned Subsidiary is
the sole manager and such manager has the sole power to do the acts described in
subclauses (i) through (iv) of clause (b) above.

"Credit Extension" means each of the following: (a) a
Borrowing and (b) an L/C Credit Extension.

"Debt Offering" means the issuance and sale by any
Borrower of any debt securities of such Borrower.

"Debt Rating" means, as of any date of determination,
the higher of the credit ratings then assigned to Parent's long-term senior
unsecured debt by either of the Rating Agencies.  For purposes of the foregoing,
a credit rating of BBB- from S&P is equivalent to a credit rating of Baa3
from Moody's and vice versa.  A credit rating of BBB from S&P is equivalent
to a credit rating of Baa2 from Moody's and vice versa.  It is the intention of
the parties that if Parent shall only obtain a Debt Rating from one of the
Rating Agencies without seeking a credit rating from the other of the Rating
Agencies, the Borrowers shall be entitled to the benefit of the Pricing Level
for such credit rating.  If Parent obtains a Debt Rating from both of the Rating
Agencies, the higher of the two ratings shall control, provided that the lower
rating is only one level below that of the higher rating.  If the lower rating
is more than one level below that of the higher Debt Rating, the lower Debt
Rating shall control.  If Parent obtains a Debt Rating from both of the Rating
Agencies and thereafter loses such rating from one of the Rating Agencies, the
Parent shall be deemed to not have a Debt Rating.  At any time, if either of the
Rating Agencies shall no longer perform the functions of a securities rating
agency, then the Borrowers and the Administrative Agent shall promptly negotiate
in good faith to agree upon a substitute rating agency or agencies (and to
correlate the system of ratings of each substitute rating agency with that of
the rating agency being replaced), and pending such amendment, the Debt Rating
of the other of the Rating Agencies, if one has been provided, shall continue to
apply.

"Debt Service" means for any period with respect to a
Person's Indebtedness, the sum of all Interest Charges and mandatory principal
payments or regularly scheduled principal payments due and payable during such
period, excluding any balloon payments due upon maturity of the Indebtedness,
refinancing of the Indebtedness or repayments thereof in connection with asset
sales.  Debt Service shall include the portion of rent payable by a Person
during such period under Capital Lease Obligations that should be treated as
principal in accordance with GAAP.  For purposes of this definition, mandatory
principal payments do not include repayments of principal required as a result
of application of casualty or condemnation proceeds or out of the proceeds of
equity issuances or similar events or equity or debt sweeps.  

"Debtor Relief Laws" means the Bankruptcy Code of the
United States, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

"Default" means any event or condition that
constitutes an Event of Default or that, with the giving of any notice, the
passage of time, or both, would be an Event of Default.

"Default Rate" means (a) when used with respect
to Obligations other than Letter of Credit Fees, an interest rate equal to
(i) the Base Rate plus (ii) the Applicable Rate, if any,
applicable to Base Rate Loans plus (iii) 2% per annum;
provided, however, that with respect to a Eurodollar Rate Loan,
the Default Rate shall be an interest rate equal to the interest rate (including
any Applicable Rate) otherwise applicable to such Loan plus 2% per annum,
and (b) when used with respect to Letter of Credit Fees, a rate equal to
the Applicable Revolving Rate plus 2% per annum.

"Defaulting Lender" means any Lender that (a) has
failed to fund any portion of the Committed Loans, participations in L/C
Obligations or participations in Swing Line Loans required to be funded by it
hereunder within one Business Day after the date required to be funded by it
hereunder, (b) has otherwise failed to pay over to the Administrative Agent or
any other Lender any other amount required to be paid by it hereunder within one
Business Day after the date when due, unless the subject of a good faith
dispute, or (c) has been deemed insolvent or become the subject of a bankruptcy
or insolvency proceeding.

"Development Investments" means, as of any date of
determination, direct or indirect investments in Real Property which, as of such
date, is the subject of ground-up development, new construction, substantial
renovation or expansion of improvements to Real Property for its own account of
properties to be used principally for office, office/laboratory, research or
manufacturing/warehouse purposes; provided, that such Real Property or any
portion thereof will only constitute a Development Investment from the date of
issuance of permits for construction until the date on which the Real Property
and applicable improvements receive a final certificate of occupancy or
equivalent certification allowing legal occupancy for its intended purpose. 

"Disposition" or "Dispose" means the sale,
transfer, license, lease or other disposition (including any sale and leaseback
transaction and dispositions due to casualty or condemnation) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith.

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

"EBITDA" means, with respect to any Person (or any
asset of a Person) for any fiscal period and without double counting, the
sum of (a) the Net Income of such Person (or attributable to
asset of the Person) for that period, plus the following to the extent
deducted in calculating Net Income of such Person (b) any non-recurring
loss, minus (c) any non-operating, non-recurring gain, plus
(d) Interest Expense for that period, plus (e) the aggregate
amount of federal and state taxes on or measured by income of such Person for
that period (whether or not payable during that period), plus
(f) depreciation, amortization and all other non-cash expenses
(including non-cash officer compensation and any write-down of goodwill
pursuant to FASB 142) of such Person for that period, in each case as determined
in accordance with GAAP.

"Eligible Assignee" means (a) a Lender; (b) an
Affiliate of a Lender; (c) an Approved Fund; and (d) any other Person (other
than a natural person) approved by (i) the Administrative Agent, and (ii) unless
an Event of Default has occurred and is continuing, the Parent (on behalf of the
Borrowers) (each such approval not to be unreasonably withheld or delayed);
provided that notwithstanding the foregoing, "Eligible Assignee" shall
not include the Borrowers or any of the Borrowers' Affiliates or
Subsidiaries.

"Environmental Laws" means any and all applicable
Federal, state, local, and foreign statutes, laws, regulations, ordinances,
rules, judgments, orders, decrees, permits, concessions, grants, franchises,
licenses, agreements or governmental restrictions governing pollution and the
protection of the environment or the release of any Hazardous Materials into the
environment, including those related to hazardous substances or wastes, air
emissions and discharges to waste or public systems.

"Environmental Liability" means any liability,
contingent or otherwise (including any liability for damages, costs of
environmental remediation, fines, penalties or indemnities), of the Borrowers,
or any of their respective Subsidiaries directly or indirectly resulting from or
based upon (a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or (e) any
contract, agreement or other consensual arrangement by any Borrower pursuant to
which liability is assumed or imposed with respect to any of the foregoing.

"Equity Interest" means, with respect to any Person,
shares of capital stock of (or other ownership or profit interests in) such
Person, warrants, options or other rights for the purchase or acquisition from
such Person of shares of capital stock of (or other ownership or profit
interests in) such Person, securities convertible into or exchangeable for
shares of capital stock of (or other ownership or profit interests in) such
Person or warrants, rights or options for the purchase or acquisition from such
Person of such shares (or such other interests), and other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.


"Equity Offering" means the issuance and sale by any
Borrower of any equity securities of such Borrower.

"ERISA" means the Employee Retirement Income Security
Act of 1974, as amended from time to time.

"ERISA Affiliate" means any trade or business (whether
or not incorporated) under common control with the Borrowers within the meaning
of Section 414(b) or (c) of the Code (and Sections 414(m) and (o) of the Code
for purposes of provisions relating to Section 412 of the Code).

"ERISA Event" means any of the following: (a) a
Reportable Event with respect to a Pension Plan; (b) a withdrawal by the
Borrowers or any ERISA Affiliate from a Pension Plan subject to Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2) of ERISA) or a cessation of operations that is treated as
such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial
withdrawal by the Borrowers or any ERISA Affiliate from a Multiemployer Plan or
notification that a Multiemployer Plan is in reorganization; (d) the filing of a
notice of intent to terminate, the treatment of a Pension Plan amendment as a
termination under Sections 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e)
an event or condition which constitutes grounds under Section 4042 of ERISA for
the termination of, or the appointment of a trustee to administer, any Pension
Plan or Multiemployer Plan; or (f) the imposition of any material liability
under Title IV of ERISA, other than for PBGC premiums due but not delinquent
under Section 4007 of ERISA, upon the Borrowers or any ERISA Affiliate.

"Eurodollar Rate" means, for any Interest Period with
respect to a Eurodollar Rate Loan, the rate per annum equal to the British
Bankers Association LIBOR Rate ("BBA LIBOR"), as published by Reuters (or
other commercially available source providing quotations of BBA LIBOR as
designated by the Administrative Agent from time to time) at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such Interest
Period) with a term equivalent to such Interest Period.  If such rate is not
available at such time for any reason, then the "Eurodollar Rate" for such
Interest Period shall be the rate per annum determined by the Administrative
Agent to be the rate at which deposits in Dollars for delivery on the first day
of such Interest Period in same day funds in the approximate amount of the
Eurodollar Rate Loan being made, continued or converted by Bank of America and
with a term equivalent to such Interest Period would be offered by Bank of
America's London Branch to major banks in the London interbank eurodollar market
at their request at approximately 4:00 p.m. (London time) two Business Days
prior to the commencement of such Interest Period.

"Eurodollar Rate Loan" means a Committed Loan that
bears interest at a rate based on the Eurodollar Rate.

"Event of Default" has the meaning specified in
Section 8.01.

"Exchange Proceeds" means the net issuance proceeds
from Equity Offerings after the Closing Date, which Borrowers have designated or
otherwise stated that they intend to use to make Restricted Payments on account
of then existing Preferred Equity.

"Excluded Taxes" means, with respect to the
Administrative Agent, any Lender, the L/C Issuer or any other recipient of any
payment to be made by or on account of any obligation of the Borrowers
hereunder, (a) taxes imposed on or measured by its overall net income (or any
Person whose net income is measured with reference to it) (however denominated),
and franchise taxes imposed on it (in lieu of net income taxes), by the
jurisdiction (or any political subdivision thereof) under the laws of which such
recipient is organized or in which its principal office is located, or in which
it is doing business, or in the case of any Lender, in which its applicable
Lending Office is located, (b) any branch profits taxes imposed by the United
States or any similar tax imposed by any other jurisdiction in which the
Borrowers are located and (c) other than with respect to an assignee pursuant to
a request by the Borrowers under Section 10.13, any withholding tax that is
imposed on amounts payable to such Person at the time such Person becomes a
party hereto (or designates a new Lending Office) or is attributable to such
Person's failure or inability (other than as a result of a Change in Law) to
comply with Section 3.01(e), except to the extent that such Person (or its
assignor, if any) was entitled, at the time of its appointment or designation of
a new Lending Office (or assignment), to receive additional amounts from the
Borrowers with respect to such withholding tax pursuant to Section 3.01(a).

"Existing Credit Agreements" has the meaning set forth
in the Recitals.

"Existing Revolving Commitment Termination Date" is
defined in Section 2.14(a).  

"Existing Revolving Lenders" has the meaning set forth
in the Recitals.

"FASB 142" shall mean Statement of Accounting
Standards No. 142 issued on June 29, 2001 by the Financial Accounting Standards
Board.

"Federal Funds Rate" means, for any day, the rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published by the Federal Reserve Bank of New York
on the Business Day next succeeding such day; provided, that (a)
if such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Bank of America on such day on such transactions as
determined by the Administrative Agent.

"Fee Letter" means the letter agreement, dated
December 22, 2004, among the Parent, the Administrative Agent and BAS.

"Fixed Charge Coverage Ratio" means, as of the last
day of any fiscal quarter, the ratio of (a) Adjusted EBITDA for the
period consisting of that fiscal quarter and the three immediately preceding
fiscal quarters to (b) an amount equal to the sum of
(i) Debt Service of the Parent and its Subsidiaries for such period,
plus (ii) all Preferred Distributions of Parent and its Subsidiaries
during such period.

"Foreign Lender" means any Lender that is not a United
States person as defined in Section 770(a)(30) of the Code.

"FRB" means the Board of Governors of the Federal
Reserve System of the United States.

"Fund" means any Person (other than a natural person)
that is (or will be) engaged in making, purchasing, holding or otherwise
investing in commercial loans and similar extensions of credit in the ordinary
course of its business.

"Funds From Operations" means with respect to any
fiscal period and without double counting, an amount equal to the Net Income (or
deficit) of Parent and its Subsidiaries for that period computed on a
consolidated basis in accordance with GAAP, excluding gains (or losses) from
sales of property, plus depreciation and amortization and after adjustments for
unconsolidated partnerships and joint ventures.  Adjustments for unconsolidated
partnerships and joint ventures will be calculated to reflect Funds From
Operations on the same basis.  Funds From Operations shall be reported in
accordance with the NAREIT Policy Bulletin dated April 5, 2002, as amended,
restated, supplemented or otherwise modified from time to time.

"GAAP" means generally accepted accounting principles
in the United States set forth in the opinions and pronouncements of the
Accounting Principles Board and the American Institute of Certified Public
Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant
segment of the accounting profession in the United States, that are applicable
to the circumstances as of the date of determination, consistently applied.

"Governmental Authority" means the government of the
United States or any other nation, or of any political subdivision thereof,
whether state or local, and any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative,
judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government (including any supra-national bodies such as the
European Union or the European Central Bank).

"Granting Lender" has the meaning specified in Section
10.06(h).

"Guarantee" means, as to any Person, (a) any
obligation, contingent or otherwise, of such Person guaranteeing or having the
economic effect of guaranteeing any Indebtedness payable or performable by
another Person (the "primary obligor") in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i)
to purchase or pay (or advance or supply funds for the purchase or payment of)
such Indebtedness, (ii) to purchase or lease property, securities or services
for the purpose of assuring the obligee in respect of such Indebtedness of the
payment or performance of such Indebtedness, (iii) to maintain working capital,
equity capital or any other financial statement condition or liquidity or level
of income or cash flow of the primary obligor so as to enable the primary
obligor to pay such Indebtedness, or (iv) entered into for the purpose of
assuring in any other manner the obligee in respect of such Indebtedness of the
payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) any Lien on any assets of such
Person securing any Indebtedness of any other Person, whether or not such
Indebtedness or other obligation is assumed by such Person (or any right,
contingent or otherwise, of any holder of such Indebtedness to obtain any such
Lien).  The amount of any Guarantee shall be deemed to be an amount equal to the
stated or determinable amount of the related primary obligation, or portion
thereof, in respect of which such Guarantee is made or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith.  The term "Guarantee" as a
verb has a corresponding meaning.

"Hazardous Materials" means all explosive or
radioactive substances or wastes and all hazardous or toxic substances, wastes
or other pollutants, including petroleum or petroleum distillates, asbestos or
asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious
or medical wastes and all other substances or wastes of any nature regulated
under any Environmental Law.

"Honor Date" is defined in Section 2.03(c)(i).

"Increase Effective Date" is defined in Section
2.15(d).  


"Indebtedness" means, as to any Person at a particular
time, without duplication, all of the following, whether or not included as
indebtedness or liabilities in accordance with GAAP:





	all obligations of such Person for borrowed money and all
obligations of such Person evidenced by bonds, debentures, notes, loan
agreements or other similar instruments;


	all direct or contingent obligations of such Person
arising under letters of credit (including standby and commercial), bankers'
acceptances and bank guaranties;


	net obligations of such Person under any Swap
Contract;


	all obligations of such Person to pay the deferred
purchase price of property or services (other than trade accounts payable in the
ordinary course of business);


	indebtedness (excluding prepaid interest thereon) secured
by a Lien on property owned or being purchased by such Person (including
indebtedness arising under conditional sales or other title retention
agreements), whether or not such indebtedness shall have been assumed by such
Person or is limited in recourse;


	Capital Lease Obligations; and


	all Guarantees of such Person in respect of any of the
foregoing.

For all purposes hereof, the Indebtedness of any Person shall
include all obligations, contingent and otherwise, that in accordance with GAAP
should be classified upon the obligor's balance sheet as liabilities, including
all of the foregoing whether or not so classified, including the Indebtedness of
any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or is otherwise liable for such Indebtedness, unless such Indebtedness
is expressly made non-recourse to such Person.  The amount of any net obligation
under any Swap Contract on any date shall be deemed to be the Swap Termination
Value thereof as of such date.  The amount of any Capital Lease Obligation as of
any date shall be deemed to be the amount of Attributable Indebtedness in
respect thereof as of such date.

"Indemnified Taxes" means Taxes other than Excluded
Taxes.

"Indemnitees" has the meaning specified in Section
10.04(b).

"Initial Pool Properties" means the Revenue-Producing
Properties described in Schedule 1.01A.

"Intangible Assets" means the value of all assets of a
Person and its Subsidiaries (without duplication), determined on a consolidated
basis in accordance with GAAP, that are considered to be intangible assets under
GAAP, including customer lists, goodwill, copyrights, trade names,
trademarks, patents, franchises, licenses, unamortized deferred charges,
unamortized debt discount and capitalized research and development costs.

"Interest Charges" means, as of the last day of any
fiscal period and without double counting, the sum of
(a) Cash Interest Expense of a Person, plus (b) all interest
currently payable in Cash by a Person which is incurred during that fiscal
period and capitalized under GAAP, plus (c) a Person's Proportional
Share of the Cash Interest Expense and capitalized interest of Related Ventures
payable in Cash during that fiscal period.

"Interest Coverage Ratio" means, as of the last day of
any fiscal quarter, the ratio obtained by dividing (a) the sum of the
aggregate Adjusted NOI from the Unencumbered Asset Pool for that fiscal quarter
and the preceding three full fiscal quarters, by (b) the aggregate Interest
Charges for such period in respect of the Borrowers' unsecured Indebtedness.
The Interest Coverage Ratio shall be determined by the Borrowers and shall be
reasonably satisfactory to the Administrative Agent excluding interest during
construction to the extent capitalized.

"Interest Expense" means, with respect to any Person
as of the last day of any fiscal period and without duplication, the sum
of (a) all interest, fees, charges and related expenses paid or payable
(without duplication) for that fiscal period by that Person to a lender in
connection with borrowed money (including any obligations for fees,
charges and related expenses payable to the issuer of any letter of credit but
excluding financing fees to the extent amortized and any amortization thereof
(including fees payable under a Swap Contract) or deferred financing costs) or
the deferred purchase price of assets that are considered "interest expense"
under GAAP, plus (b) the portion of rent paid or payable (without
duplication) for that fiscal period by that Person under Capital Lease
Obligations that should be treated as interest in accordance with Financial
Accounting Standards Board Statement No. 13, minus (or plus, as
applicable) (c) amounts received (or paid) under Swap Contracts.

"Interest Payment Date" means the fifth (5th) calendar
day of each month; provided that if the fifth (5th) calendar day of any month
falls on a day other than a Business Day, then the Interest Payment Date shall
be the immediately succeeding Business Day.

"Interest Period" means, as to each Eurodollar Rate
Loan, the period commencing on the date such Eurodollar Rate Loan is disbursed
or converted to or continued as a Eurodollar Rate Loan and ending on the date
one, two, three or six months thereafter, as selected by the Borrowers in their
applicable Committed Loan Notice; provided that:

(i)any Interest Period that would otherwise end on a day
that is not a Business Day shall be extended to the next succeeding Business Day
unless such Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Business Day;

(ii)any Interest Period that begins on the last Business
Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period)
shall end on the last Business Day of the calendar month at the end of such
Interest Period; and

(iii)no Interest Period shall extend beyond the Revolving
Commitment Termination Date (in the case of Interest Periods relating to
Revolving Loans) or the Term Loan Maturity Date (in the case of Interest Periods
relating to Term Loans), as applicable.

"Investment" means, as to any Person, any direct or
indirect acquisition or investment by such Person, whether by means of (a) the
purchase or other acquisition of capital stock or other securities of another
Person, (b) a loan, advance or capital contribution to, Guarantee or assumption
of debt of, or purchase or other acquisition of any other debt or equity
participation or interest in, another Person, including any partnership or joint
venture interest in such other Person and any arrangement pursuant to which the
investor Guarantees Indebtedness of such other Person, or (c) the purchase or
other acquisition (in one transaction or a series of transactions) of assets of
another Person that constitute a business unit.  For purposes of covenant
compliance, the amount of any Investment shall be the amount actually invested,
without adjustment for subsequent increases or decreases in the value of such
Investment, but reduced by any amounts received in respect of such Investment
which constitute capital distributions, principal, sale proceeds or otherwise in
respect thereof.

"IP Rights" has the meaning specified in
Section 5.17.

"IRS" means the United States Internal Revenue
Service.

"ISP" means, with respect to any Letter of Credit, the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may
be in effect at the time of issuance).

"Issuer Documents" means, with respect to any Letter
of Credit, the Letter of Credit Application, and any other document, agreement
and instrument entered into by the L/C Issuer and the Borrowers (or any
Subsidiary) or in favor the L/C Issuer and relating to any such Letter of
Credit.

"Joinder Agreement" means a joinder agreement
substantially in the form attached hereto as Exhibit I.

"Laws" means, collectively, all international,
foreign, Federal, state and local statutes, treaties, rules, guidelines,
regulations, ordinances, codes and administrative or judicial precedents or
authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or
administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with,
any Governmental Authority, in each case whether or not having the force of
law.

"L/C Advance" means, with respect to each Revolving
Lender, such Revolving Lender's funding of its participation in any L/C
Borrowing in accordance with its Applicable Percentage.

"L/C Borrowing" means an extension of credit resulting
from a drawing under any Letter of Credit which has not been reimbursed on the
date when made or refinanced as a Committed Borrowing.

"L/C Credit Extension" means, with respect to any
Letter of Credit, the issuance thereof or extension of the expiry date thereof,
or the increase of the amount thereof.

"L/C Issuer" means Bank of America in its capacity as
issuer of Letters of Credit hereunder, or any successor issuer of Letters of
Credit hereunder.

"L/C Obligations" means, as at any date of
determination, the aggregate amount available to be drawn under all outstanding
Letters of Credit plus the aggregate of all Unreimbursed Amounts,
including all L/C Borrowings.  For purposes of computing the amount available to
be drawn under any Letter of Credit, the amount of such Letter of Credit shall
be determined in accordance with Section 1.06.  For all purposes of this
Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of
Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be "outstanding"
in the amount so remaining available to be drawn.

"Lender" has the meaning specified in the introductory
paragraph hereto and, as the context requires, includes the Swing Line
Lender.

"Lender Party" has the meaning set forth in Section
10.07.

"Lending Office" means, as to any Lender, the office
or offices of such Lender described as such in such Lender's Administrative
Questionnaire, or such other office or offices as a Lender may from time to time
notify the Borrowers and the Administrative Agent.

"Letter of Credit" means any standby letter of credit
issued hereunder.

"Letter of Credit Application" means an application
and agreement for the issuance or amendment of a Letter of Credit in the form
from time to time in use by the L/C Issuer.

"Letter of Credit Expiration Date" means the day that
is seven days prior to the Revolving Commitment Termination Date then in effect
(or, if such day is not a Business Day, the next preceding Business Day).

"Letter of Credit Fee" has the meaning specified in
Section 2.03(i).

"Letter of Credit Sublimit" means an amount equal to
$40,000,000.  The Letter of Credit Sublimit is part of, and not in addition to,
the Aggregate Commitments.

"Leverage Ratio" means, as of the last day of each
fiscal quarter, the ratio (expressed as a percentage) of
(a) Total Liabilities of Parent and its Subsidiaries as of that date
to (b) the Adjusted Tangible Assets of Parent and its Subsidiaries
as of that date.

"Lien" means any mortgage, deed of trust, pledge,
hypothecation, assignment for security, deposit arrangement, encumbrance, lien
(statutory or other), charge, or other security interest or preferential
arrangement in the nature of a security interest of any kind or nature
whatsoever (including any conditional sale or other title retention agreement,
and any financing lease having substantially the same economic effect as any of
the foregoing, other than a precautionary financing statement with respect to a
lease that is not in the nature of a security interest).

"Loan" means a Term Loan, a Revolving Loan, a Swing
Line Loan and an L/C Borrowing, as the context requires.

"Loan Documents" means this Agreement, each Revolving
Note, each Term Note, each Issuer Document, the Fee Letter and other instrument,
document or agreement from time to time delivered by a Borrower in connection
with this Agreement.

"Majority Lenders" means, as of any date of
determination, at least two Lenders having more than 50% of the sum of (a) the
Revolving Commitments then in effect or, if the Commitment of each Revolving
Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 8.02, the Total
Revolving Outstandings (with the aggregate amount of each Revolving Lender's
risk participation and funded participation in L/C Obligations and Swing Line
Loans being deemed "held" by such Revolving Lender for purposes of this
definition), and (b) the Term Loan Amount; provided that the Commitment
of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Majority Lenders.

"Material Adverse Effect" means any set of
circumstances or events which (a) has had or could reasonably be expected to
have any material adverse effect whatsoever upon the validity or enforceability
of any Loan Document (other than as a result of any action or inaction of the
Administrative Agent or any Lender), (b) has been or could reasonably be
expected to be material and adverse to the business or condition (financial or
otherwise) of Borrowers or (c) has materially impaired or could reasonably be
expected to materially impair the ability of Borrowers to perform the
Obligations.  

"Maturity Date" means the later to occur of the Term
Loan Maturity Date or the Revolving Commitment Termination Date.  

"Maximum Rate" has the meaning set forth in Section
10.09.

"Minority Interest" means, with respect to any Person,
an ownership or other equity interest in another Person, which interest is
consolidated in accordance with GAAP with the operations of the Person owning
the interest.  

"Moody's" means Moody's Investors Service, Inc. and
any successor thereto.

"Mortgageable Ground Lease" means on any date of
determination, a lease (a) which is a direct lease granted by the fee owner of
Real Property, (b) which has a remaining term (calculated only once on the
Closing Date or the date the Real Property subject to such lease becomes part of
the Qualified Unencumbered Asset Pool) of not less than thirty (30) years,
including extension options exercisable solely at the discretion of a Borrower,
(c) under which no material default has occurred and is continuing and (d) with
respect to which a security interest may be granted (i) without the consent
of the lessor or (ii) pursuant to the consent of the lessor, which consent has
been granted.

"Multiemployer Plan" means any employee benefit plan
of the type described in Section 4001(a)(3) of ERISA, to which the Borrowers or
any ERISA Affiliate makes or is obligated to make contributions, or during the
preceding five plan years, has made or been obligated to make contributions.

"Negative Pledge" means a Contractual Obligation that
contains a covenant binding on Borrowers that prohibits Liens on any of their
Property, other than (a) any such covenant contained in a
Contractual Obligation granting or relating to a particular Lien which affects
only the property that is the subject of such Lien and (b) any such
covenant that does not apply to Liens which may secure the Obligations now or in
the future.

"Net Income" means, for any period and for any Person,
the net income of the Person for that period, determined in accordance with
GAAP; provided that there shall be excluded therefrom the net amount of
any real estate gains or losses.

"Net Rentable Area" means with respect to any Real
Property, the floor area of any buildings, structures or improvements available
for leasing to tenants (excluding storage lockers and parking spaces) determined
in accordance with the Rent Roll for such Real Property, the manner of such
determination shall be consistently applied for all Real Property, unless
otherwise approved by the Administrative Agent.

"NOI" means, with respect to any Revenue-Producing
Property and with respect to any fiscal period, the sum of
(a) the net income of that Revenue-Producing Property for that period,
plus (b) Interest Expense of that Revenue-Producing Property for
that period, plus (c) the aggregate amount of federal and state
taxes on or measured by income of that Revenue-Producing Property for that
period (whether or not payable during that period), plus
(d) depreciation, amortization and all other non-cash expenses of that
Revenue-Producing Property for that period, in each case as determined in
accordance with GAAP.

"Non-Recourse Debt" means Indebtedness of any Person
for which the liability of such Person (except with respect to fraud,
Environmental Laws liability and other customary exceptions) either is
contractually limited to collateral securing such Indebtedness or is so limited
by operation of Laws.

"Note(s)" means either or both of the Term Note or
Revolving Note, as the context requires.  

"NYSE" means the New York Stock Exchange.

"Obligations" means all advances to, and debts,
liabilities, obligations of, any Borrower arising under any Loan Document or
otherwise with respect to any Loan or Letter of Credit, whether direct or
indirect, absolute or contingent, due or to become due, now existing or
hereafter arising and including interest and fees that accrue after the
commencement by or against any Borrower or any Affiliate thereof of any
proceeding under any Debtor Relief Laws naming such Person as the debtor in such
proceeding, regardless of whether such interest and fees are allowed claims in
such proceeding.

"Organization Documents" means, (a) with respect to
any corporation, the certificate or articles of incorporation and the bylaws (or
equivalent or comparable constitutive documents with respect to any non-U.S.
jurisdiction); (b) with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement;
and (c) with respect to any partnership, joint venture, trust or other form of
business entity, the partnership, joint venture or other applicable agreement of
formation or organization and any agreement, instrument, filing or notice with
respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

"Other Taxes" means all present or future stamp or
documentary taxes or any other excise or property taxes, charges or similar
levies arising from any payment made hereunder or under any other Loan Document
or from the execution, delivery or enforcement of, or otherwise with respect to,
this Agreement or any other Loan Document; provided, however, that
"Other Taxes" shall not include such amounts to the extent imposed as a result
of any transfer by any Lender or the Administrative Agent of any interest in or
under any Loan Document.

"Outstanding Amount" means (i) with respect to Loans
on any date, the aggregate outstanding principal amount thereof after giving
effect to any borrowings and prepayments or repayments thereof occurring on such
date; and (ii) with respect to any L/C Obligations on any date, the amount of
such L/C Obligations on such date after giving effect to any L/C Credit
Extension occurring on such date and any other changes in the aggregate amount
of the L/C Obligations as of such date, including as a result of any
reimbursements of outstanding unpaid drawings under any Letters of Credit or any
reductions in the maximum amount available for drawing under Letters of Credit
taking effect on such date.

"Participant" has the meaning specified in Section
10.06(d).

"Partnership Units" means the units of limited
partnership interests in the Borrowers or any of their Subsidiaries, as the case
may be, issued and outstanding from time to time.

"PBGC" means the Pension Benefit Guaranty
Corporation.

"Pension Plan" means any "employee pension benefit
plan" (as such term is defined in Section 3(2) of ERISA), other than a
Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or
maintained by the Borrowers or any ERISA Affiliate or to which the Borrowers or
any ERISA Affiliate contributes or has an obligation to contribute, or in the
case of a multiple employer or other plan described in Section 4064(a) of ERISA,
has made contributions at any time during the immediately preceding five plan
years.

"Permitted Purposes" has the meaning specified in
Section 10.07(a).

"Person" means any natural person, corporation,
limited liability company, trust, joint venture, association, company,
partnership, Governmental Authority or other entity.

"Plan" means any "employee benefit plan" (as such term
is defined in Section 3(3) of ERISA) established by the Borrowers or, with
respect to any such plan that is subject to Section 412 of the Code or Title IV
of ERISA, any ERISA Affiliate.

"Platform" has the meaning set forth in Section
6.02.

"Preferred Distributions" means for any period, the
amount of any and all Restricted Payments due and payable in cash to the holders
of Preferred Equity. 

"Preferred Equity" means any form of preferred stock
(whether perpetual, convertible or otherwise) or other ownership or beneficial
interest in Parent or any of its Subsidiaries that entitles the holders thereof
to preferential payment or distribution priority with respect to dividends,
assets or other payments over the holders of any other stock or other ownership
or beneficial interest in such Person.

"Proportional Share" means, with respect to any
Related Venture, the percentage of the direct and indirect equity interest of a
Person in the Related Venture.

"Public Lender" has the meaning set forth in Section
6.02.


"Qualified Unencumbered Asset Pool Property" means a
Revenue-Producing Property that:




	is wholly owned in fee simple absolute or a
leasehold interest pursuant to a Mortgageable Ground Lease by Parent or any
other Borrower that is a Wholly-Owned Subsidiary;


	is occupied or available for occupancy (subject to final
tenant improvements);


	to the best of Borrowers' knowledge and belief, does not
have any title, survey, environmental or other defects that would give rise to a
materially adverse effect as to the value, use of or ability to sell or
refinance such property;


	is Unencumbered; and


	would not cause the Borrowers to be in violation of the
covenant set forth in Section 6.13.

In no event, shall a Development Investment be considered a
Qualified Unencumbered Asset Pool Property.

"Rating Agencies" means (a) S&P and (b) Moody's.


"Real Property" means, as of any date of
determination, real property (together with the underlying real property
interests and appurtenant real property rights) then owned, leased or occupied
by any of Borrowers.

"Register" has the meaning specified in Section
10.06(c).

"REIT Status" means, with respect to any Person,
(a) the qualification of such Person as a real estate investment trust
under Sections 856 through 860 of the Code, and (b) the applicability
to such Person and its shareholders of the method of taxation provided for in
Sections 857 et seq. of the Code.

"Related Parties" means, with respect to any Person,
such Person's Affiliates and the partners, directors, officers, employees,
agents and advisors of such Person and of such Person's Affiliates.

"Related Venture" means a corporation, limited
liability company, partnership or other Person that owns one or more Revenue-
Producing Properties and which is not a Wholly-Owned Subsidiary.

"Rent Roll" means a report prepared by a Borrower for
its owned or leased Real Property, the occupancy, lease expiration dates, lease
rent and other information in substantially the form presented to the
Administrative Agent prior to the date hereof or in such other form as may have
been approved by the Administrative Agent.

"Reportable Event" means any of the events set forth
in Section 4043(c) of ERISA, other than events for which the 30 day notice
period has been waived.

"Request for Credit Extension" means (a) with respect
to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan
Notice, (b) with respect to an L/C Credit Extension, a Letter of Credit
Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan
Notice.

"Required Lenders" means, as of any date of
determination, at least two Lenders having at least 66-2/3% of the sum of (a)
the Revolving Commitments then in effect or, if the Commitment of each Revolving
Lender to make Revolving Loans and the obligation of the L/C Issuer to make L/C
Credit Extensions have been terminated pursuant to Section 8.02, the Total
Revolving Outstandings (with the aggregate amount of each Revolving Lender's
risk participation and funded participation in L/C Obligations and Swing Line
Loans being deemed "held" by such Revolving Lender for purposes of this
definition), and (b) the Term Loan Amount; provided that the Commitment
of, and the portion of the Total Outstandings held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.  

"Required Revolving Lenders" means, as of any date of
determination, Revolving Lenders having more than 66-2/3% of the Aggregate
Revolving Commitments, or if the commitment of each Revolving Lender to make
Revolving Loans and the obligation of the L/C Issuer to make L/C Credit
Extension have been terminated pursuant to Section 8.02, at least two or
more Revolving Lenders holding in the aggregate more than 66-2/3% of the Total
Revolving Outstandings (with the aggregate amount of each Revolving Lender's
risk participation and funded participation in L/C Obligations and Swing Line
Loans deemed "held" by such Revolving Lender for purposes of this
definition).

"Responsible Officer" means the chief executive
officer, president, chief financial officer, treasurer, assistant treasurer or
any executive vice president of a Borrower.  Any document delivered hereunder
that is signed by a Responsible Officer of a Borrower shall be conclusively
presumed to have been authorized by all necessary corporate, partnership and/or
other action on the part of such Borrower and such Responsible Officer shall be
conclusively presumed to have acted on behalf of such Borrower.

"Restricted Payment" means, with respect to any equity
interest or any warrant or option to purchase an equity interest issued by a
Person, (a) the retirement, redemption, purchase or other acquisition for
Cash or for Property by such Person of any such security or interest (excluding
any Indebtedness which by its terms is convertible into an Equity Interest),
(b) the declaration or (without duplication) payment by such Person of any
dividend in Cash or in Property on or with respect to any such security or
interest, (c) any Investment by such Person in the holder of 5% or more of
any such security or interest if a purpose of such Investment is to avoid
characterization of the transaction as a Restricted Payment and (d) any
other payment in Cash or Property by such Person constituting a distribution
under applicable Laws with respect to such security or interest.

"Revenue-Producing Property" means an identifiable
improved Real Property that is used principally for office, office/laboratory,
research or manufacturing/warehouse purposes, or for such other revenue-
producing purposes as the Required Lenders may approve.

"Revolving Commitment" means, as to each Revolving
Lender, its obligation to (a) make Revolving Loans to the Borrowers pursuant to
Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase
participations in Swing Line Loans, in an aggregate principal amount at any one
time outstanding not to exceed the amount set forth opposite such Revolving
Lender's name on Schedule 2.01A or in the Assignment and Assumption
pursuant to which such Revolving Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.  The aggregate Revolving Commitment shall not exceed $500,000,000,
unless increased pursuant to Section 2.15.

"Revolving Commitment Termination Date" means the
later of (a) December 22, 2007 and (b)  if the Existing Revolving
Commitment Termination Date is extended pursuant to Section 2.14, such
extended Existing Revolving Commitment Termination Date as determined pursuant
to such Section 2.14.

"Revolving Lender" means each Lender that has a
Revolving Commitment or, following termination of the Revolving Commitments, has
Revolving Loans outstanding.

"Revolving Loan" means a Base Rate Loan or a
Eurodollar Rate Loan made to the Borrowers by a Revolving Lender in accordance
with their Applicable Percentage pursuant to Section 2.01(a), except as
otherwise provided herein.

"Revolving Note" means a promissory note made by the
Borrowers in favor of, and payable to the order of, a Revolving Lender
evidencing Revolving Loans made by such Revolving Lender, substantially in the
form of Exhibit C-1.

"S&P" means Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. and any successor
thereto.

"SEC" means the Securities and Exchange Commission, or
any Governmental Authority succeeding to any of its principal functions.

"SEC Report" means all filings on Form 10-K, Form 10-Q
or Form 8-K with the SEC made by the Parent pursuant to the Securities Exchange
Act of 1934.

"Secured Debt" means Indebtedness of Parent or any of
its Subsidiaries (including Indebtedness of a Related Venture which is
the subject of a Guarantee of Parent or a Subsidiary of Parent or, if such
Person is a partnership, of which Parent or a Subsidiary of Parent is a general
partner, Parent's or such Subsidiaries' pro rata share of any such Indebtedness
of unconsolidated Persons) that is secured by a Lien or is subject to a Negative
Pledge; provided, that Secured Debt shall not include any of the
Obligations.

"Secured Debt Ratio" means, as of the last day of any
fiscal quarter, the ratio of (a) the Secured Debt of Parent and its Subsidiaries
to (b) the Adjusted Tangible Assets, as of such date.

"SPC" has the meaning specified in Section
10.06(h).

"Subsidiary" of a Person means a corporation,
partnership, joint venture, limited liability company or other business entity
of which a majority of the shares of securities or other interests having
ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned, or the
management of which is otherwise controlled, directly, or indirectly through one
or more intermediaries, or both, by such Person.  Unless otherwise specified,
all references herein to a "Subsidiary" or to "Subsidiaries" shall refer to a
Subsidiary or Subsidiaries of the Borrowers.

"Swap Contract" means (a) any and all rate swap
transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts,
equity or equity index swaps or options, bond or bond price or bond index swaps
or options or forward bond or forward bond price or forward bond index
transactions, interest rate options, forward foreign exchange transactions, cap
transactions, floor transactions, collar transactions, currency swap
transactions, cross-currency rate swap transactions, currency options, spot
contracts, or any other similar transactions or any combination of any of the
foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement, and
(b) any and all transactions of any kind, and the related confirmations, which
are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a
"Master Agreement"), including any such obligations or liabilities under
any Master Agreement.

"Swap Termination Value" means, in respect of any one
or more Swap Contracts, after taking into account the effect of any legally
enforceable netting agreement relating to such Swap Contracts, (a) for any date
on or after the date such Swap Contracts have been closed out and termination
value(s) determined in accordance therewith, such termination value(s), and (b)
for any date prior to the date referenced in clause (a), the amount(s)
determined as the mark-to-market value(s) for such Swap Contracts, as determined
based upon one or more mid-market or other readily available quotations provided
by any recognized dealer in such Swap Contracts (which may include a Lender or
any Affiliate of a Lender).

"Swing Line" means the revolving credit facility made
available by the Swing Line Lender pursuant to Section 2.04.

"Swing Line Borrowing" means a borrowing of a Swing
Line Loan pursuant to Section 2.04.

"Swing Line Lender" means Bank of America in its
capacity as provider of Swing Line Loans, or any successor swing line lender
hereunder.

"Swing Line Loan" has the meaning specified in
Section 2.04(a).

"Swing Line Loan Notice" means a notice of a Swing
Line Borrowing pursuant to Section 2.04(b), which, if in writing, shall be
substantially in the form of Exhibit B.

"Swing Line Sublimit" means an amount equal to the
lesser of (a) $30,000,000 and (b) the Aggregate Commitments.  The Swing Line
Sublimit is part of, and not in addition to, the Aggregate Commitments.

"Taxes" means all present or future taxes, levies,
imposts, duties, deductions, withholdings, assessments, fees or other charges
imposed by any Governmental Authority, including any interest, additions to tax
or penalties applicable thereto.

"Term Lenders" means the Lenders with a Term Loan
Commitment or holding a Term Loan.

"Term Loan" means a Loan of any type made to Borrowers
by the Term Lenders in accordance with their Applicable Percentage pursuant to
Section 2.01(b), except as otherwise provided herein.

"Term Loan Amount" means, at any time, the aggregate
principal amount of the Term Loans outstanding, which amount on the Closing Date
is equal to $250,000,000, as such amount may be increased from time to time
pursuant to Section 2.15 or decreased from time to time.

"Term Loan Commitment" means, as to each Term Lender,
its obligation to make a Term Loan to the Borrowers pursuant
Section 2.01(b), in an aggregate principal amount on the Closing Date not
to exceed such Term Lender's portion of the Term Loan Amount or the amount set
forth in the Assignment and Assumption pursuant to which such Term Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement.

"Term Loan Maturity Date" means December 22,
2009.

"Term Note" means a promissory note made by the
Borrowers in favor of, and payable to the order of, a Term Lender evidencing
that portion of the Term Loan made by such Term Lender substantially in the form
of Exhibit C-2.

"Total Assets" means the value of all assets of a
Person and its Subsidiaries (without duplication), determined on a consolidated
basis in accordance with GAAP; provided that all Real Property owned by a Person
that is improved and operating and is not a Development Investment, shall be
valued based on its Asset Value.  In the event that a Person has an ownership or
other equity interest in any other Person, which investment is not consolidated
in accordance with GAAP (that is, such interest is a "minority interest"), then
the assets of a Person and its Subsidiaries shall include such Person's or its
Subsidiaries' allocable share of all assets of such Person in which a minority
interest is owned based on such Person's respective ownership interest in such
other Person.

"Total Liabilities" means all liabilities of a Person
and its Subsidiaries, determined on a consolidated basis in accordance with
GAAP, and (without duplication) all Indebtedness and Guarantees of such Person
and its Subsidiaries (determined on a consolidated basis), whether or not so
classified; provided, that, Total Liabilities shall not include
any Minority Interest's share of liabilities.  In the event that a Person has an
ownership or other equity interest in any other Person, which investment is not
consolidated in accordance with GAAP (that is, such interest is a "minority
interest"), then the liabilities of a Person and its Subsidiaries shall include
such Person's or its Subsidiaries' allocable share of all liabilities of such
Person in which a minority interest is owned based on such Person's respective
ownership interest in such other Person.

"Total Outstandings" means the aggregate Outstanding
Amount of all Loans and all L/C Obligations.

"Total Revolving Outstandings" means the sum of
(i) the aggregate Outstanding Amount of all Revolving Loans, (ii) the
aggregate Outstanding Amount of all Swing Line Loans, and (iii) the
aggregate Outstanding Amount of all L/C Obligations.

"to the best knowledge of" means, when modifying a
representation, warranty or other statement of any Person, that the fact or
situation described therein is known by the Person (or, in the case of a Person
other than a natural Person, known by a Responsible Officer of that Person)
making the representation, warranty or other statement, or with the exercise of
reasonable due diligence under the circumstances (in accordance with the
standard of what a reasonable Person in similar circumstances would have done)
would have been known by the Person (or, in the case of a Person other than a
natural Person, would have been known by a Responsible Officer of that
Person).

"Trade Date" has the meaning set forth in Section
10.06(b).

"Type" means, with respect to a Committed Loan, its
character as a Base Rate Loan or a Eurodollar Rate Loan.

"Unencumbered" means, with respect to any Revenue-
Producing Property, that such Revenue-Producing Property (a) is not subject
to any Lien other than Liens permitted under Section 7.01,
(b) is not subject to any Negative Pledge and (c) is not held by a
Person any of whose direct or indirect equity interests are subject to a Lien or
Negative Pledge.

"Unencumbered Asset Pool" means, as of any date of
determination, (a) the Initial Pool Properties, plus (b) each other
Qualified Unencumbered Asset Pool Property added to the Unencumbered Asset Pool
pursuant to Section 2.16 as of such date, excluding (c) any Revenue-
Producing Property removed from the Unencumbered Asset Pool pursuant to Section
2.16 as of such date.

"Unfunded Pension Liability" means the excess of a
Pension Plan's benefit liabilities under Section 4001(a)(16) of ERISA, over the
current value of that Pension Plan's assets, determined in accordance with the
assumptions used for funding the Pension Plan pursuant to Section 412 of the
Code for the applicable plan year.

"United States" and "U.S." mean the United
States of America.

"Unreimbursed Amount" has the meaning specified in
Section 2.03(c)(i).

"Unrelated Person" means any Person other than (i) a
Subsidiary of Parent, (ii) an employee stock ownership plan or other employee
benefit plan covering the employees of Parent and its Subsidiaries or (iii) any
Person that held Common Stock on the day prior to the effective date of Parent's
registration statement under the Securities Act of 1933 covering the initial
public offering of Common Stock.

"Wholly-Owned Subsidiary" means a Subsidiary of
Parent, 100% of the capital stock or other equity interest of which is owned,
directly or indirectly, by Parent, except for director's qualifying shares
required by applicable Laws.









1.02  Other Interpretive
Provisions.  With reference to this Agreement and each other Loan Document,
unless otherwise specified herein or in such other Loan Document:



	The definitions of terms herein shall apply equally to
the singular and plural forms of the terms defined.  Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms.  The words "include," "includes" and "including" shall be deemed
to be followed by the phrase "without limitation."  The word "will" shall be
construed to have the same meaning and effect as the word "shall."  Unless the
context requires otherwise, (i) any definition of or reference to any agreement,
instrument or other document (including any Organization Document) shall be
construed as referring to such agreement, instrument or other document as from
time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein
or in any other Loan Document), (ii) any reference herein to any Person shall be
construed to include such Person's successors and assigns, (iii) the words
"herein," "hereof" and "hereunder," and words of similar import when used in any
Loan Document, shall be construed to refer to such Loan Document in its entirety
and not to any particular provision thereof, (iv) all references in a Loan
Document to Articles, Sections, Exhibits and Schedules shall be construed to
refer to Articles and Sections of, and Exhibits and Schedules to, the Loan
Document in which such references appear, (v) any reference to any law shall
include all statutory and regulatory provisions consolidating, amending
replacing or interpreting such law and any reference to any law or regulation
shall, unless otherwise specified, refer to such law or regulation as amended,
modified or supplemented from time to time, and (vi) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.


	In the computation of periods of time from a specified
date to a later specified date, the word "from" means "from and including;" the
words "to" and "until" each mean "to but excluding;" and the word "through"
means "to and including."


	Section headings herein and in the other Loan Documents
are included for convenience of reference only and shall not affect the
interpretation of this Agreement or any other Loan Document.

1.03  Accounting
Terms.



	Generally.  All accounting terms not specifically
or completely defined herein shall be construed in conformity with, and all
financial data (including financial ratios and other financial calculations)
required to be submitted pursuant to this Agreement shall be prepared in
conformity with, GAAP applied on a consistent basis, as in effect from time to
time, applied in a manner consistent with that used in preparing the Audited
Financial Statements, except as otherwise specifically prescribed
herein.


	Changes in GAAP.  If at any time any change in
GAAP would affect the computation of any financial ratio or requirement set
forth in any Loan Document, and either the Borrowers or the Required Lenders
shall so request, the Administrative Agent, the Lenders and the Borrowers shall
negotiate in good faith to amend such ratio or requirement to preserve the
original intent thereof in light of such change in GAAP (subject to the approval
of the Required Lenders, the Administrative Agent and the Borrowers); provided
that, until so amended, (i) such ratio or requirement shall continue to be
computed in accordance with GAAP prior to such change therein and (ii) upon
written request, the Borrowers shall provide to the Administrative Agent and the
Lenders financial statements and other documents required under this Agreement
or as reasonably requested hereunder setting forth a reconciliation between
calculations of such ratio or requirement made before and after giving effect to
such change in GAAP.

1.04  Rounding.  Any financial
ratios required to be maintained by the Borrowers pursuant to this Agreement
shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).


1.05  Times of Day.  Unless
otherwise specified, all references herein to times of day shall be references
to Pacific time (daylight or standard, as applicable).


1.06  Letter of Credit Amounts.
Unless otherwise specified herein, the amount of a Letter of Credit at any time
shall be deemed to be the stated amount of such Letter of Credit in effect at
such time; provided, however, that with respect to any Letter of
Credit that, by its terms or the terms of any Issuer Document related thereto,
provides for one or more automatic increases in the stated amount thereof, the
amount of such Letter of Credit shall be deemed to be the maximum stated amount
of such Letter of Credit after giving effect to all such increases, whether or
not such maximum stated amount is in effect at such time.


ARTICLE 2



THE COMMITMENTS AND CREDIT EXTENSIONS



2.01  Committed Loans.



	Revolving Loans.  Subject to the terms and
conditions set forth herein, each Lender with a Revolving Commitment (a
"Revolving Lender") severally agrees to make loans (each such loan, a
"Revolving Loan") to the Borrowers from time to time, on any Business Day
during the Availability Period, in an aggregate amount not to exceed at any time
outstanding the amount of such Revolving Lender's Revolving Commitment;
provided, however, that after giving effect to any Committed Borrowing, the
Total Revolving Outstandings shall not exceed the lesser of (a) the Aggregate
Revolving Commitments or (b) the Borrowing Base.  Within the limits of each
Revolving Lender's Revolving Commitment, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.01(a),
prepay under Section 2.05, and reborrow under this Section 2.01(a).
Revolving Loans may be Base Rate Loans or Eurodollar Rate Loans, as further
provided herein.  


	Term Loan.Subject to the terms and conditions
set forth herein, each Term Lender severally agrees to fund the portion of the
Term Loan Amount represented by its Term Loan Commitment to the Borrowers on the
Closing Date in an aggregate amount not to exceed such Term Lender's Term Loan
Commitment or the Term Loan Amount. The Term Loan shall be made in one draw on
the Closing Date.  To the extent all or any portion of the Term Loans are repaid
or prepaid, they may not be reborrowed.  Term Loans may be Base Rate Loans or
Eurodollar Rate Loans, as further provided herein.  

2.02  Borrowings, Conversions and
Continuations of Committed Loans.



	Each Committed Borrowing, each conversion of Committed
Loans from one Type to the other, and each continuation of Eurodollar Rate Loans
shall be made upon the Borrowers' irrevocable notice to the Administrative
Agent, which may be given by telephone.  Each such notice must be received by
the Administrative Agent not later than (i) 11:00 a.m., three Business Days
prior to the requested date of any Borrowing of, conversion to or continuation
of Eurodollar Rate Loans, and (ii) 11:00 a.m., one Business Day prior to the
requested date of any Borrowing of Base Rate Loans or of any conversion of
Eurodollar Rate Loans to Base Rate Loans.  Each telephonic notice by the
Borrowers pursuant to this Section 2.02(a) must be confirmed promptly by
delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of the Borrowers.
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $2,000,000 or a whole multiple of $500,000 in excess
thereof.  Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of
or conversion to Base Rate Loans shall be in a principal amount of $1,000,000 or
a whole multiple of $100,000 in excess thereof.  Each Committed Loan Notice
(whether telephonic or written) shall specify (i) whether the Borrowers are
requesting a Committed Borrowing, a conversion of Committed Loans from one Type
to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested
date of the Borrowing, conversion or continuation, as the case may be (which
shall be a Business Day), (iii) the principal amount of Committed Loans to be
borrowed, converted or continued, (iv) the Type of Committed Loans to be
borrowed or to which existing Committed Loans are to be converted, and (v) if
applicable, the duration of the Interest Period with respect thereto.  If the
Borrowers fail to specify a Type of Committed Loan in a Committed Loan Notice or
if the Borrowers fail to give a timely notice requesting a conversion or
continuation, then the applicable Committed Loans shall be made as, or converted
to, Base Rate Loans.  Any such automatic conversion to Base Rate Loans shall be
effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurodollar Rate Loans.  If the Borrowers request a Borrowing
of, conversion to, or continuation of Eurodollar Rate Loans in any such
Committed Loan Notice, but fail to specify an Interest Period, they will be
deemed to have specified an Interest Period of one month.


	Following receipt of a Committed Loan Notice, the
Administrative Agent shall promptly notify each Lender of the amount of its
Applicable Percentage of the applicable Committed Loans, and if no timely notice
of a conversion or continuation is provided by the Borrowers, the Administrative
Agent shall notify each Lender of the details of any automatic conversion to
Base Rate Loans described in the preceding subsection.  In the case of a
Committed Borrowing, each Lender shall make the amount of its Committed Loan
available to the Administrative Agent in immediately available funds at the
Administrative Agent's Office not later than 11:00 a.m. on the Business Day
specified in the applicable Committed Loan Notice.  Upon satisfaction of the
applicable conditions set forth in Section 4.02 (and, if such Borrowing is the
initial Credit Extension, Section 4.01), the Administrative Agent shall make all
funds so received available to the Borrowers in like funds as received by the
Administrative Agent either by (i) crediting the account of the Borrowers on the
books of Administrative Agent with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided to
(and reasonably acceptable to) the Administrative Agent by the Borrowers;
provided, however, that if, on the date the Committed Loan Notice with respect
to such Borrowing is given by the Borrowers, there are L/C Borrowings
outstanding, then the proceeds of such Borrowing, first, shall be applied to the
payment in full of any such L/C Borrowings, and second, shall be made available
to the Borrowers as provided above.


	Except as otherwise provided herein, a Eurodollar Rate
Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Loan.  During the existence of a Default or Event of
Default, no Loans may be requested as, converted to or continued as Eurodollar
Rate Loans without the consent of the Required Lenders.


	The Administrative Agent shall promptly notify the
Borrowers and the Lenders of the interest rate applicable to any Interest Period
for Eurodollar Rate Loans upon determination of such interest rate.  At any time
that Base Rate Loans are outstanding, the Administrative Agent shall notify the
Borrowers and the Lenders of any change in Bank of America's prime rate used in
determining the Base Rate promptly following the public announcement of such
change.


	After giving effect to all Committed Borrowings, all
conversions of Committed Loans from one Type to the other, and all continuations
of Committed Loans as the same Type, there shall not be more than 20 Interest
Periods in effect with respect to Committed Loans.

2.03  Letters of
Credit.



	The Letter of Credit Commitment.



	Subject to the terms and conditions set forth herein, (A)
the L/C Issuer agrees, in reliance upon the agreements of the Revolving Lenders
set forth in this Section 2.03, (1) from time to time on any Business Day
during the period from the Closing Date until the Letter of Credit Expiration
Date, to issue Letters of Credit for the account of the Borrowers or their
Subsidiaries, and to amend Letters of Credit previously issued by it, in
accordance with Section 2.03(b) below, and (2) to honor drawings under the
Letters of Credit; and (B) the Revolving Lenders severally agree to participate
in Letters of Credit issued for the account of the Borrowers or their
Subsidiaries and any drawings thereunder; provided that after giving effect to
any L/C Credit Extension with respect to any Letter of Credit, the Total
Revolving Outstandings shall not exceed (y) the lesser of (i) the Aggregate
Revolving Commitments or (ii) the Borrowing Base and (z) the Outstanding Amount
of the L/C Obligations shall not exceed the Letter of Credit Sublimit.  Each
request by the Borrowers for the issuance or amendment of a Letter of Credit
shall be deemed to be a representation by the Borrowers that the L/C Credit
Extension so requested complies with the conditions set forth in the proviso to
the preceding sentence.  Within the foregoing limits, and subject to the terms
and conditions hereof, the Borrowers' ability to obtain Letters of Credit shall
be fully revolving, and, accordingly, the Borrowers may, during the foregoing
period, obtain Letters of Credit to replace Letters of Credit that have expired
or that have been drawn upon and reimbursed.  


	The L/C Issuer shall not issue any Letter of Credit if
the expiry date of such requested Letter of Credit would occur after the Letter
of Credit Expiration Date, unless all the Revolving Lenders have approved such
expiry date.


	The L/C Issuer shall not be under any obligation to issue
any Letter of Credit if:



	any order, judgment or decree of any Governmental
Authority or arbitrator shall by its terms purport to enjoin or restrain the L/C
Issuer from issuing such Letter of Credit, or any Law applicable to the L/C
Issuer or any request or directive (whether or not having the force of law) from
any Governmental Authority with jurisdiction over the L/C Issuer shall prohibit,
or request that the L/C Issuer refrain from, the issuance of letters of credit
generally or such Letter of Credit in particular or shall impose upon the L/C
Issuer with respect to such Letter of Credit any restriction, reserve or capital
requirement (for which the L/C Issuer is not otherwise compensated hereunder)
not in effect on the Closing Date, or shall impose upon the L/C Issuer any
unreimbursed loss, cost or expense which was not applicable on the Closing Date
and which the L/C Issuer in good faith deems material to it; 


	the issuance of such Letter of Credit would violate one
or more policies of the L/C Issuer;


	except as otherwise agreed by the Administrative Agent
and the L/C Issuer, such Letter of Credit is in an initial stated amount of less
than $500,000, in the case of a standby Letter of Credit;


	such Letter of Credit is to be denominated in a currency
other than Dollars; 


	such Letter of Credit contains any provisions for
automatic reinstatement of the stated amount after any drawing thereunder;
or


	a default of any Revolving Lender's obligations to fund
under Section 2.03(c) exists or any Revolving Lender is at such time a
Defaulting Lender hereunder, unless the L/C Issuer has entered into satisfactory
arrangements with the Borrowers or such Revolving Lender to eliminate the L/C
Issuer's risk with respect to such Revolving Lender. 


	The L/C Issuer shall not amend any Letter of Credit if
the L/C Issuer would not be permitted at such time to issue such Letter of
Credit in its amended form under the terms hereof.


	The L/C Issuer shall be under no obligation to amend any
Letter of Credit if (A) the L/C Issuer would have no obligation at such time to
issue such Letter of Credit in its amended form under the terms hereof, or (B)
the beneficiary of such Letter of Credit does not accept the proposed amendment
to such Letter of Credit.


	The L/C Issuer shall act on behalf of the Revolving
Lenders with respect to any Letters of Credit issued by it and the documents
associated therewith, and the L/C Issuer shall have all of the benefits and
immunities (A) provided to the Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term
"Administrative Agent" as used in Article IX included the L/C Issuer with
respect to such acts or omissions, and (B) as additionally provided herein with
respect to the L/C Issuer.


	Procedures for Issuance and Amendment of Letters of
Credit; Auto-Extension Letters of Credit.



	Each Letter of Credit shall be issued or amended, as the
case may be, upon the request of the Borrowers delivered to the L/C Issuer (with
a copy to the Administrative Agent) in the form of a Letter of Credit
Application, appropriately completed and signed by a Responsible Officer of the
Borrowers.  Such Letter of Credit Application must be received by the L/C Issuer
and the Administrative Agent not later than 11:00 a.m. at least five Business
Days (or such later date and time as the Administrative Agent and the L/C Issuer
may agree in a particular instance in their sole discretion) prior to the
proposed issuance date or date of amendment, as the case may be.  In the case of
a request for an initial issuance of a Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the L/C Issuer: (A)
the proposed issuance date of the requested Letter of Credit (which shall be a
Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name
and address of the beneficiary thereof; (E) the documents to be presented by
such beneficiary in case of any drawing thereunder; (F) the full text of any
certificate to be presented by such beneficiary in case of any drawing
thereunder; and (G) such other matters as the L/C Issuer may reasonably require.
In the case of a request for an amendment of any outstanding Letter of Credit,
such Letter of Credit Application shall specify in form and detail satisfactory
to the L/C Issuer: (A) the Letter of Credit to be amended; (B) the proposed date
of amendment thereof (which shall be a Business Day); (C) the nature of the
proposed amendment; and (D) such other matters as the L/C Issuer may reasonably
require.  Additionally, the Borrowers shall furnish to the L/C Issuer and the
Administrative Agent such other documents and information pertaining to such
requested Letter of Credit issuance or amendment, including any Issuer
Documents, as the L/C Issuer or the Administrative Agent may require.


	Promptly after receipt of any Letter of Credit
Application, the L/C Issuer will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has received a copy of
such Letter of Credit Application from the Borrowers and, if not, the L/C Issuer
will provide the Administrative Agent with a copy thereof.  Unless the L/C
Issuer has received written notice from any Revolving Lender, the Administrative
Agent or any Borrower, at least one Business Day prior to the requested date of
issuance or amendment of the applicable Letter of Credit, that one or more
applicable conditions contained in Article IV shall not then be satisfied,
then, subject to the terms and conditions hereof, the L/C Issuer shall, on the
requested date, issue a Letter of Credit for the account of the Borrowers
(or the applicable Subsidiary) or enter into the applicable amendment, as
the case may be, in each case in accordance with the L/C Issuer's usual and
customary business practices.  Immediately upon the issuance of each Letter of
Credit, each Revolving Lender shall be deemed to, and hereby irrevocably and
unconditionally agrees to, purchase from the L/C Issuer a risk participation in
such Letter of Credit in an amount equal to the product of such Revolving
Lender's Applicable Percentage times the amount of such Letter of
Credit.


	Promptly after its delivery of any Letter of Credit or
any amendment to a Letter of Credit to an advising bank with respect thereto or
to the beneficiary thereof, the L/C Issuer will also deliver to the Borrowers
and the Administrative Agent and to any requesting Lender a true and complete
copy of such Letter of Credit or amendment.


	If the Borrowers so request in any applicable Letter of
Credit Application, the L/C Issuer may, in its sole and absolute discretion,
agree to issue a Letter of Credit that has automatic extension provisions (each,
an "Auto-Extension Letter of Credit"); provided that any such
Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such
extension at least once in each twelve-month period (commencing with the date of
issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than sixty (60) days (the "Non-Extension Notice Date")
in each such twelve-month period to be agreed upon at the time such Letter of
Credit is issued.  Unless otherwise directed by the L/C Issuer, the Borrowers
shall not be required to make a specific request to the L/C Issuer for any such
extension.  Once an Auto-Extension Letter of Credit has been issued, the Lenders
shall be deemed to have authorized (but may not require) the L/C Issuer to
permit the extension of such Letter of Credit at any time to an expiry date not
later than the Letter of Credit Expiration Date; provided,
however, that the L/C Issuer shall not permit any such extension if (A)
the L/C Issuer has determined that it would not be permitted, or would have no
obligation, at such time to issue such Letter of Credit in its revised form (as
extended) under the terms hereof (by reason of the provisions of clause (ii) or
(iii) of Section 2.03(a) or otherwise), or (B) it has received notice (which may
be by telephone or in writing) on or before the day that is five Business Days
before the Non-Extension Notice Date (1) from the Administrative Agent that the
Required Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Lender or the Borrowers that one or more of the
applicable conditions specified in Section 4.02 is not then satisfied, and in
each such case directing the L/C Issuer not to permit such
extension.


	Drawings and Reimbursements; Funding of
Participations.



	Upon receipt from the beneficiary of any Letter of Credit
of any notice of a drawing under such Letter of Credit, the L/C Issuer shall
notify the Borrowers and the Administrative Agent thereof.  Not later than 11:00
a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each
such date, an "Honor Date") or 9:00 a.m. on the following Business Day if
the notification is later than 11:00 a.m. on the Honor Date, the Borrowers shall
reimburse the L/C Issuer through the Administrative Agent in an amount equal to
the amount of such drawing (unless the Borrowers elect to reimburse the L/C
Issuer through a Revolving Loan, as set forth below).  If the Borrowers fail to
so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the amount of the unreimbursed
drawing (the "Unreimbursed Amount"), and the amount of such Revolving
Lender's Applicable Percentage thereof and in such event, the Borrowers shall be
deemed to have requested a Committed Borrowing of Base Rate Loans to be
disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
without regard to the minimum and multiples specified in Section 2.02 for
the principal amount of Base Rate Loans, but subject to the amount of the
unutilized portion of the Aggregate Commitments and the conditions set forth in
Section 4.02 (other than the delivery of a Committed Loan Notice).  Any
notice given by the L/C Issuer or the Administrative Agent pursuant to this
Section 2.03(c)(i) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not
affect the conclusiveness or binding effect of such notice.


	Each Revolving Lender shall upon any notice pursuant to
Section 2.03(c)(i) make funds available to the Administrative Agent for the
account of the L/C Issuer at the Administrative Agent's Office in an amount
equal to its Applicable Percentage of the Unreimbursed Amount not later than
1:00 p.m. on the Business Day specified in such notice by the Administrative
Agent, which date will not be earlier than the Business Day after the Honor
Date, whereupon, subject to the provisions of Section 2.03(c)(iii), each
Revolving Lender that so makes funds available shall be deemed to have made a
Base Rate Loan to the Borrowers in such amount.  The Administrative Agent shall
remit the funds so received to the L/C Issuer.


	With respect to any Unreimbursed Amount that is not fully
refinanced by a Committed Borrowing of Base Rate Loans because the conditions
set forth in Section 4.02 cannot be satisfied or for any other reason, the
Borrowers shall be deemed to have incurred from the L/C Issuer an L/C Borrowing
in the amount of the Unreimbursed Amount that is not so refinanced, which L/C
Borrowing shall be due and payable on demand (together with interest) and shall
bear interest at the Default Rate.  In such event, each Revolving Lender's
payment to the Administrative Agent for the account of the L/C Issuer pursuant
to Section 2.03(c)(ii) shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from
such Revolving Lender in satisfaction of its participation obligation under this
Section 2.03.


	Until each Revolving Lender funds its Committed Loan or
L/C Advance pursuant to this Section 2.03(c) to reimburse the L/C Issuer
for any amount drawn under any Letter of Credit, interest in respect of such
Revolving Lender's Applicable Percentage of such amount shall be solely for the
account of the L/C Issuer.


	Each Revolving Lender's obligation to make Committed
Loans or L/C Advances to reimburse the L/C Issuer for amounts drawn under
Letters of Credit, as contemplated by this Section 2.03(c), shall be
absolute and unconditional and shall not be affected by any circumstance,
including (A) any setoff, counterclaim, recoupment, defense or other right which
such Revolving Lender may have against the L/C Issuer, the Borrowers or any
other Person for any reason whatsoever; (B) the occurrence or continuance of a
Default, or (C) any other occurrence, event or condition, whether or not similar
to any of the foregoing; provided, however, that each Revolving Lender's
obligation to make Committed Loans pursuant to this Section 2.03(c) is
subject to the conditions set forth in Section 4.02 (other than delivery by
the Borrowers of a Committed Loan Notice).  No such making of an L/C Advance
shall relieve or otherwise impair the obligation of the Borrowers to reimburse
the L/C Issuer for the amount of any payment made by the L/C Issuer under any
Letter of Credit, together with interest as provided herein.


	If any Revolving Lender fails to make available to the
Administrative Agent for the account of the L/C Issuer any amount required to be
paid by such Revolving Lender pursuant to the foregoing provisions of this
Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C
Issuer shall be entitled to recover from such Revolving Lender (acting through
the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation.  A certificate
of the L/C Issuer submitted to any Revolving Lender (through the Administrative
Agent) with respect to any amounts owing under this clause (vi) shall be
conclusive absent manifest error.


	Repayment of Participations.



	At any time after the L/C Issuer has made a payment under
any Letter of Credit and has received from any Revolving Lender such Revolving
Lender's L/C Advance in respect of such payment in accordance with
Section 2.03(c), if the Administrative Agent receives for the account of
the L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the Borrowers or otherwise, including
proceeds of Cash Collateral applied thereto by the Administrative Agent), the
Administrative Agent will distribute to such Revolving Lender its Applicable
Percentage thereof (appropriately adjusted, in the case of interest payments, to
reflect the period of time during which such Lender's L/C Advance was
outstanding) in the same funds as those received by the Administrative
Agent.


	If any payment received by the Administrative Agent for
the account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to
be returned under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Revolving Lender shall pay to the Administrative Agent for the
account of the L/C Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Revolving Lender, at a rate per annum equal
to the Federal Funds Rate from time to time in effect.  The obligations of the
Revolving Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.


	Obligations Absolute.  The obligation of the
Borrowers to reimburse the L/C Issuer for each drawing under each Letter of
Credit and to repay each L/C Borrowing shall be absolute, unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement under all circumstances, including the following:



	any lack of validity or enforceability of such Letter of
Credit, this Agreement, or any other Loan Document;


	the existence of any claim, counterclaim, setoff, defense
or other right that the Borrowers or any Subsidiary may have at any time against
any beneficiary or any transferee of such Letter of Credit (or any Person for
whom any such beneficiary or any such transferee may be acting), the L/C Issuer
or any other Person, whether in connection with this Agreement, the transactions
contemplated hereby or by such Letter of Credit or any agreement or instrument
relating thereto, or any unrelated transaction;


	any draft, demand, certificate or other document
presented under such Letter of Credit proving to be forged, fraudulent, invalid
or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; or any loss or delay in the transmission or otherwise
of any document required in order to make a drawing under such Letter of
Credit;


	any payment by the L/C Issuer under such Letter of Credit
against presentation of a draft or certificate that does not strictly comply
with the terms of such Letter of Credit; or any payment made by the L/C Issuer
under such Letter of Credit to any Person purporting to be a trustee in
bankruptcy, debtor-in-possession, assignee for the benefit of creditors,
liquidator, receiver or other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection
with any proceeding under any Debtor Relief Law; or


	any other circumstance or happening whatsoever, whether
or not similar to any of the foregoing, including any other circumstance that
might otherwise constitute a defense available to, or a discharge of, the
Borrowers or any Subsidiary.

The Borrowers shall promptly examine a copy of each Letter of
Credit and each amendment thereto that is delivered to it and, in the event of
any claim of noncompliance with the Borrowers' instructions or other
irregularity, the Borrowers will immediately notify the L/C Issuer.  The
Borrowers shall be conclusively deemed to have waived any such claim against the
L/C Issuer and its correspondents unless such notice is given as aforesaid.



	Role of L/C Issuer.  Each Revolving Lender and the
Borrowers agree that, in paying any drawing under a Letter of Credit, the L/C
Issuer shall not have any responsibility to obtain any document (other than any
sight draft, certificates and documents expressly required by the Letter of
Credit) or to ascertain or inquire as to the validity or accuracy of any such
document or the authority of the Person executing or delivering any such
document.  None of the L/C Issuer, the Administrative Agent, any of their
respective Related Parties nor any correspondent, participant or assignee of the
L/C Issuer shall be liable to any Revolving Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the
Revolving Lenders or the Required Revolving Lenders, as applicable; (ii) any
action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or
Issuer Document.  The Borrowers hereby assume all risks of the acts or omissions
of any beneficiary or transferee with respect to its use of any Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrowers' pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement.  None
of the L/C Issuer, the Administrative Agent, any of their respective Related
Parties nor any correspondent, participant or assignee of the L/C Issuer shall
be liable or responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e); provided, however, that anything in such clauses to
the contrary notwithstanding, the Borrowers may have a claim against the L/C
Issuer, and the L/C Issuer may be liable to the Borrowers, to the extent, but
only to the extent, of any direct, as opposed to consequential or exemplary,
damages suffered by the Borrowers which the Borrowers prove were caused by the
L/C Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Letter of Credit after the presentation to it by the
beneficiary of a sight draft and certificate(s) strictly complying with the
terms and conditions of a Letter of Credit.  In furtherance and not in
limitation of the foregoing, the L/C Issuer may accept documents that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and the L/C Issuer
shall not be responsible for the validity 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.


	Cash Collateral.  Upon the request of the
Administrative Agent, (i) if the L/C Issuer has honored any full or partial
drawing request under any Letter of Credit and such drawing has resulted in an
L/C Borrowing which has not been repaid as provided for herein, or (ii) if, as
of the Letter of Credit Expiration Date, any L/C Obligation for any reason
remains outstanding, the Borrowers shall, in each case, immediately Cash
Collateralize the then Outstanding Amount of all L/C Obligations.
Sections 2.05 and 8.02(c) set forth certain additional requirements to
deliver Cash Collateral hereunder.  For purposes of this Section 2.03,
Section 2.05 and Section 8.02(c), "Cash Collateralize" means to pledge and
deposit with or deliver to the Administrative Agent, for the benefit of the L/C
Issuer and the Revolving Lenders, as collateral for the L/C Obligations, cash or
deposit account balances (collectively, "Cash Collateral") pursuant to
documentation in form and substance reasonably satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to
by the Revolving Lenders).  Derivatives of such term have corresponding
meanings.  The Borrowers hereby grant to the Administrative Agent, for the
benefit of the L/C Issuer and the Revolving Lenders, a security interest in all
such cash, deposit accounts and all balances therein and all proceeds of the
foregoing.  Cash Collateral shall be maintained in blocked, non-interest bearing
deposit accounts at Bank of America.


	Applicability of ISP.  Unless otherwise expressly
agreed by the L/C Issuer and the Borrowers when a Letter of Credit is issued the
rules of the ISP shall apply to each Letter of Credit.


	Letter of Credit Fees.  The Borrowers shall pay to
the Administrative Agent for the account of each Revolving Lender in accordance
with its Applicable Percentage a Letter of Credit fee (the "Letter of Credit
Fee") for each Letter of Credit equal to the Applicable Rate for Eurodollar
Rate Loans, stated as a percentage per annum times the daily amount available to
be drawn under such Letter of Credit.  For purposes of computing the daily
amount available to be drawn under any Letter of Credit, the amount of such
Letter of Credit shall be determined in accordance with Section 1.06.
Letter of Credit Fees shall be (i) computed on a quarterly basis in arrears and
(ii) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand.  If there is any change in the Applicable Rate for
Eurodollar Rate Loans during any quarter, the daily amount available to be drawn
under each Letter of Credit shall be computed and multiplied by the Applicable
Rate for Eurodollar Rate Loans separately for each period during such quarter
that such Applicable Rate for Eurodollar Rate Loans was in effect.
Notwithstanding anything to the contrary contained herein, upon the request of
the Required Revolving Lenders, while any Event of Default exists, all Letter of
Credit Fees shall accrue at the Default Rate.


	Fronting Fee and Documentary and Processing Charges
Payable to L/C Issuer.  The Borrowers shall pay directly to the L/C Issuer
for its own account a fronting fee with respect to each Letter of Credit, at the
rate equal to 0.125% per annum, computed on the daily amount available to be
drawn under such Letter of Credit on a quarterly basis in arrears, and due and
payable on the first Business Day after the end of each March, June, September
and December, commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  For purposes of computing the daily amount available to be drawn under
any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with Section 1.06.  In addition, the Borrower shall pay
directly to the L/C Issuer for its own account the customary issuance,
presentation, amendment and other processing fees, and other standard costs and
charges, of the L/C Issuer relating to letters of credit as from time to time in
effect.  Such customary fees and standard costs and charges are due and payable
on demand and are nonrefundable.


	Conflict with Issuer Documents.  In the event of
any conflict between the terms hereof and the terms of any Issuer Document, the
terms hereof shall control.


	Letters of Credit Issued for Subsidiaries.
Notwithstanding that a Letter of Credit issued or outstanding hereunder is in
support of any obligations of, or is for the account of, a Subsidiary, the
Borrowers shall be obligated to reimburse the L/C Issuer hereunder for any and
all drawings under such Letter of Credit.  The Borrowers hereby acknowledge that
the issuance of Letters of Credit for the account of Subsidiaries inures to the
benefit of the Borrowers, and that the Borrowers' business derives substantial
benefits from the businesses of such Subsidiaries.

2.04  Swing Line
Loans.



	The Swing Line.  Subject to the terms and
conditions set forth herein, the Swing Line Lender agrees, in reliance upon the
agreements of the other Revolving Lenders set forth in this Section 2.04,
to make loans (each such loan, a "Swing Line Loan") to the Borrowers from
time to time on any Business Day during the Availability Period in an aggregate
amount not to exceed at any time outstanding the amount of the Swing Line
Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated
with the Applicable Percentage of the Outstanding Amount of Revolving Loans and
L/C Obligations of the Revolving Lender acting as Swing Line Lender, may exceed
the amount of such Revolving Lender's Revolving Commitment; provided, however,
that after giving effect to any Swing Line Loan, (i) the Total Revolving
Outstandings shall not exceed the Revolving Commitments, and (ii) the aggregate
Outstanding Amount of the Revolving Loans of any Revolving Lender, plus such
Revolving Lender's Applicable Percentage of the Outstanding Amount of all L/C
Obligations, plus such Revolving Lender's Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Revolving
Lender's Revolving Commitment, and provided, further, that the Borrowers shall
not use the proceeds of any Swing Line Loan to refinance any outstanding Swing
Line Loan.  Within the foregoing limits, and subject to the other terms and
conditions hereof, the Borrowers may borrow under this Section 2.04, prepay
under Section 2.05, and reborrow under this Section 2.04.  Each Swing
Line Loan shall be a Base Rate Loan or Loan at a fixed interest rate as agreed
upon between Borrowers and Swing Line Lender (which interest rate may be lower
than the Base Rate).  Immediately upon the making of a Swing Line Loan, each
Revolving Lender shall be deemed to, and hereby irrevocably and unconditionally
agrees to, purchase from the Swing Line Lender a risk participation in such
Swing Line Loan in an amount equal to the product of such Revolving Lender's
Applicable Percentage times the amount of such Swing Line Loan.


	Borrowing Procedures.  Each Swing Line Borrowing
shall be made upon the Borrowers' irrevocable notice to the Swing Line Lender
and the Administrative Agent, which may be given by telephone. Each such notice
must be received by the Swing Line Lender and the Administrative Agent not later
than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount
to be borrowed, which shall be a minimum of $100,000, and (ii) the requested
borrowing date, which shall be a Business Day.  Each such telephonic notice must
be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately
completed and signed by a Responsible Officer of the Borrowers.  Promptly after
receipt by the Swing Line Lender of any telephonic Swing Line Loan Notice, the
Swing Line Lender will confirm with the Administrative Agent (by telephone or in
writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent
(by telephone or in writing) of the contents thereof.  Unless the Swing Line
Lender has received notice (by telephone or in writing) from the Administrative
Agent (including at the request of the Required Revolving Lenders) prior to 2:00
p.m. on the date of the proposed Swing Line Borrowing (A) directing the Swing
Line Lender not to make such Swing Line Loan as a result of the limitations set
forth in the proviso to the first sentence of Section 2.04(a), or (B) that
one or more of the applicable conditions specified in Section 4.02 is not then
satisfied, then, subject to the terms and conditions hereof, the Swing Line
Lender will, not later than 2:00 p.m. on the borrowing date specified in
such Swing Line Loan Notice, make the amount of its Swing Line Loan available to
the Borrowers at its office by crediting the account of the Borrowers on the
books of the Swing Line Lender in immediately available funds.


	Refinancing of Swing Line Loans.



	The Swing Line Lender at any time in its sole and
absolute discretion may request, on behalf of the Borrowers (which hereby
irrevocably authorize the Swing Line Lender to so request on their behalf), that
each Revolving Lender make a Base Rate Loan in an amount equal to such Revolving
Lender's Applicable Percentage of the amount of Swing Line Loans then
outstanding.  Such request shall be made in writing (which written request shall
be deemed to be a Committed Loan Notice for purposes hereof) and in accordance
with the requirements of Section 2.02, without regard to the minimum and
multiples specified therein for the principal amount of Base Rate Loans, but
subject to the unutilized portion of the Revolving Commitments and the
conditions set forth in Section 4.02.  The Swing Line Lender shall furnish
the Borrowers with a copy of the applicable Committed Loan Notice promptly after
delivering such notice to the Administrative Agent.  Each Revolving Lender shall
make an amount equal to its Applicable Percentage of the amount specified in
such Committed Loan Notice available to the Administrative Agent in immediately
available funds for the account of the Swing Line Lender at the Administrative
Agent's Office not later than 1:00 p.m. on the day specified in such
Committed Loan Notice, whereupon, subject to Section 2.04(c)(ii), each
Revolving Lender that so makes funds available shall be deemed to have made a
Base Rate Loan to the Borrowers in such amount.  The Administrative Agent shall
remit the funds so received to the Swing Line Lender.


	If for any reason any Swing Line Loan cannot be
refinanced by such a Committed Borrowing in accordance with
Section 2.04(c)(i), the request for Base Rate Loans submitted by the Swing
Line Lender as set forth herein shall be deemed to be a request by the Swing
Line Lender that each of the Revolving Lenders fund its risk participation in
the relevant Swing Line Loan and each Revolving Lender's payment to the
Administrative Agent for the account of the Swing Line Lender pursuant to
Section 2.04(c)(i) shall be deemed payment in respect of such
participation.


	If any Revolving Lender fails to make available to the
Administrative Agent for the account of the Swing Line Lender any amount
required to be paid by such Revolving Lender pursuant to the foregoing
provisions of this Section 2.04(c) by the time specified in
Section 2.04(c)(i), the Swing Line Lender shall be entitled to recover from
such Revolving Lender (acting through the Administrative Agent), on demand, such
amount with interest thereon for the period from the date such payment is
required to the date on which such payment is immediately available to the Swing
Line Lender at a rate per annum equal to the greater of the Federal Funds Rate
and a rate determined by the Swing Line Lender in accordance with banking
industry rules on interbank compensation.  A certificate of the Swing Line
Lender submitted to any Revolving Lender (through the Administrative Agent) with
respect to any amounts owing under this clause (iii) shall be conclusive absent
manifest error.


	Each Revolving Lender's obligation to make Committed
Loans or to purchase and fund risk participations in Swing Line Loans pursuant
to this Section 2.04(c) shall be absolute and unconditional and shall not
be affected by any circumstance, including (A) any setoff, counterclaim,
recoupment, defense or other right which such Lender may have against the Swing
Line Lender, the Borrowers or any other Person for any reason whatsoever, (B)
the occurrence or continuance of a Default, or (C) any other occurrence, event
or condition, whether or not similar to any of the foregoing; provided, however,
that each Revolving Lender's obligation to make Committed Loans pursuant to this
Section 2.04(c) is subject to the conditions set forth in
Section 4.02.  No such funding of risk participations shall relieve or
otherwise impair the obligation of the Borrowers to repay Swing Line Loans,
together with interest as provided herein.


	Repayment of Participations.



	At any time after any Revolving Lender has purchased and
funded a risk participation in a Swing Line Loan, if the Swing Line Lender
receives any payment on account of such Swing Line Loan, the Swing Line Lender
will distribute to such Revolving Lender its Applicable Percentage of such
payment (appropriately adjusted, in the case of interest payments, to reflect
the period of time during which such Revolving Lender's risk participation was
funded) in the same funds as those received by the Swing Line Lender.


	If any payment received by the Swing Line Lender in
respect of principal or interest on any Swing Line Loan is required to be
returned by the Swing Line Lender under any of the circumstances described in
Section 10.05 (including pursuant to any settlement entered into by the
Swing Line Lender in its discretion), each Revolving Lender shall pay to the
Swing Line Lender its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned, at a rate per annum equal to the Federal Funds
Rate.  The Administrative Agent will make such demand upon the request of the
Swing Line Lender.  The obligations of the Revolving Lenders under this clause
shall survive the payment in full of the Obligations and the termination of this
Agreement.


	Interest for Account of Swing Line Lender.  The
Swing Line Lender shall be responsible for invoicing the Borrowers for interest
on the Swing Line Loans.  Until each Revolving Lender funds its Base Rate Loan
or risk participation pursuant to this Section 2.04 to refinance such
Revolving Lender's Applicable Percentage of any Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the
Swing Line Lender.


	Payments Directly to Swing Line Lender.  The
Borrowers shall make all payments of principal and interest in respect of the
Swing Line Loans directly to the Swing Line Lender.

2.05  Prepayments.



	The Borrowers may, upon notice to the Administrative
Agent, at any time or from time to time voluntarily prepay Committed Loans in
whole or in part without premium or penalty; provided that (i) such notice must
be received by the Administrative Agent not later than 11:00 a.m. (A) three
Business Days prior to any date of prepayment of Eurodollar Rate Loans and (B)
on the date of prepayment of Base Rate Loans; (ii) any prepayment of Eurodollar
Rate Loans shall be in a principal amount of $2,000,000 or a whole multiple of
$500,000 in excess thereof; and (iii) any prepayment of Base Rate Loans shall be
in a principal amount of $500,000 or a whole multiple of $100,000 in excess
thereof or, in each case, if less, the entire principal amount thereof then
outstanding.  Each such notice shall specify the date and amount of such
prepayment and the Type(s) of Committed Loans to be prepaid.  The Administrative
Agent will promptly notify each Lender of its receipt of each such notice and
the contents thereof, and of the amount of such Lender's Applicable Percentage
of such prepayment.  If such notice is given by the Borrowers, the Borrowers
shall make such prepayment and the payment amount specified in such notice shall
be due and payable on the date specified therein.  Any prepayment of a
Eurodollar Rate Loan shall be accompanied by all accrued interest on the amount
prepaid, together with any additional amounts required pursuant to
Section 3.05.  Each such prepayment shall be applied to the Committed Loans
of the Lenders in accordance with their respective Applicable
Percentages.


	The Borrowers may, upon notice to the Swing Line Lender
(with a copy to the Administrative Agent), at any time or from time to time,
voluntarily prepay Swing Line Loans in whole or in part without premium or
penalty; provided that (i) such notice must be received by the Swing Line Lender
and the Administrative Agent not later than 9:00 a.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount
of $100,000.  Each such notice shall specify the date and amount of such
prepayment.  If such notice is given by the Borrowers, the Borrowers shall make
such prepayment and the payment amount specified in such notice shall be due and
payable on the date specified therein.


	If for any reason the Total Revolving Outstandings at any
time exceed the lesser of the Revolving Commitments and the Borrowing Base then
in effect, the Borrowers shall immediately prepay the Revolving Loans and/or
Cash Collateralize the L/C Obligations in an aggregate amount equal to such
excess; provided, however, that the Borrowers shall not be required to Cash
Collateralize the L/C Obligations pursuant to this Section 2.05(c) unless
after the prepayment in full of the Revolving Loans the Total Revolving
Outstandings exceed the lesser of the Revolving Commitments and the Borrowing
Base then in effect.

2.06  Termination or Reduction of
Revolving Commitments.  The Borrowers may, upon notice to the Administrative
Agent, terminate the Revolving Commitments, or from time to time permanently
reduce the Revolving Commitments; provided that the Revolving Commitments
may not be reduced below $150,000,000 (except in connection with a termination
of the Revolving Commitments and payment in full of the Obligations thereunder);
and, provided further (i) any such notice shall be received by the
Administrative Agent not later than 11:00 a.m. three Business Days prior to the
date of termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess
thereof, (iii) the Borrowers shall not terminate or reduce the Revolving
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Revolving Outstandings would exceed the Revolving
Commitments, and (iv) if, after giving effect to any reduction of the Revolving
Commitments, the Letter of Credit Sublimit or the Swing Line Sublimit exceeds
the amount of the Revolving Commitments, such Sublimit shall be automatically
reduced by the amount of such excess.  The Administrative Agent will promptly
notify the Revolving Lenders of any such notice of termination or reduction of
the Revolving Commitments and the contents thereof.  Any reduction of the
Revolving Commitments shall be applied to the Revolving Commitment of each
Revolving Lender according to its Applicable Percentage.  All fees accrued
pursuant to Section 2.09(a) until the effective date of any termination of the
Revolving Commitments shall be paid on the effective date of such
termination.


2.06  Repayment of
Loans.



	The Borrowers shall repay on the Revolving Commitment
Termination Date the aggregate principal amount of Revolving Loans outstanding
on such date.


	The Borrowers shall repay to the Swing Line Lender each
Swing Line Loan on the earlier to occur of (i) the date three Business Days
after such Swing Loan is made and (ii) the Revolving Commitment Termination
Date.


	The Borrowers shall repay on the Term Loan Maturity Date
the aggregate principal amount of the Term Loan outstanding on such
date.

2.08  Interest.



	Subject to the provisions of subsection (b) below, (i)
each Eurodollar Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the
Eurodollar Rate for such Interest Period plus the Applicable Rate;
(ii) each Base Rate Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to
the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan
shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate.


	(i)If any amount of principal of any Loan is not paid
when due (without regard to any applicable grace periods), whether at stated
maturity, by acceleration or otherwise, such amount shall thereafter bear
interest at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.



	If any amount (other than principal of any Loan) payable
by the Borrowers under any Loan Document is not paid when due (without regard to
any applicable grace periods), whether at stated maturity, by acceleration or
otherwise, then upon the request of the Required Lenders, such amount shall
thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable
Laws.


	Upon the request of the Required Lenders, while any Event
of Default exists, the Borrowers shall pay interest on the principal amount of
all outstanding Obligations hereunder at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.  


	Accrued and unpaid interest on past due amounts
(including interest on past due interest) shall be due and payable upon
demand.


	Interest on each Loan shall be due and payable in arrears
on each Interest Payment Date applicable thereto and at such other times as may
be specified herein.  Interest hereunder shall be due and payable in accordance
with the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

2.09  Fees.  In addition to
certain fees described in subsections (i) and (j) of
Section 2.03:



	Unused Fee.  The Borrower shall pay to the
Administrative Agent for the account of each Revolving Lender in accordance with
its Applicable Percentage, an unused fee equal to the Applicable Rate times the
actual daily amount by which the Aggregate Revolving Commitments exceed the sum
of (i) the Outstanding Amount of Revolving Loans and (ii) the Outstanding Amount
of L/C Obligations.  The unused fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
Maturity Date.  The unused fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in
effect.


	Facility Fee.  The Borrower shall pay to the
Administrative Agent for the account of each Revolving Lender in accordance with
its Applicable Percentage, a facility fee equal to the Applicable Rate times the
actual daily amount of  the Aggregate Revolving Commitments (or, if the
Aggregate Revolving Commitments have terminated, on the Outstanding Amount of
all Revolving Loans, Swing Line Loans and L/C Obligations), regardless of usage.
The facility fee shall accrue at all times during the Availability Period (and
thereafter so long as any Revolving Loans, Swing Line Loans or L/C Obligations
remain outstanding), including at any time during which one or more of the
conditions in Article IV is not met, and shall be due and payable quarterly in
arrears on the last Business Day of each March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the
Revolving Commitment Termination Date (and, if applicable, thereafter on
demand).  The facility fee shall be calculated quarterly in arrears, and if
there is any change in the Applicable Rate during any quarter, the actual daily
amount shall be computed and multiplied by the Applicable Rate separately for
each period during such quarter that such Applicable Rate was in
effect.


	Other Fees.



	The Borrowers shall pay to BAS and the Administrative
Agent for their own respective accounts fees in the amounts and at the times
specified in the Fee Letter.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.


	The Borrowers shall pay to the Lenders such fees as shall
have been separately agreed upon in writing in the amounts and at the times so
specified.  Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

2.10  Computation of Interest and
Fees.  All computations of interest for Base Rate Loans when the Base Rate
is determined by Bank of America's "prime rate" shall be made on the basis of a
year of 365 or 366 days, as the case may be, and actual days elapsed.  All other
computations of fees and interest shall be made on the basis of a 360-day year
and actual days elapsed (which results in more fees or interest, as applicable,
being paid than if computed on the basis of a 365-day year).  Interest shall
accrue on each Loan for the day on which the Loan is made, and shall not accrue
on a Loan, or any portion thereof, for the day on which the Loan or such portion
is paid; provided that any Loan that is repaid on the same day on which
it is made shall, subject to Section 2.12(a), bear interest for one day.
Each determination by the Administrative Agent of an interest rate or fee
hereunder shall be conclusive and binding for all purposes, absent manifest
error.


2.11  Evidence of
Debt.



	The Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business.  The accounts or
records maintained by the Administrative Agent and each Lender shall be
conclusive absent manifest error of the amount of the Credit Extensions made by
the Lenders to the Borrowers and the interest and payments thereon.  Any failure
to so record or any error in doing so shall not, however, limit or otherwise
affect the obligation of the Borrowers hereunder to pay any amount owing with
respect to the Obligations.  In the event of any conflict between the accounts
and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the
Administrative Agent shall control in the absence of manifest error.  Upon the
request of any Lender made through the Administrative Agent, the Borrowers shall
execute and deliver to such Lender (through the Administrative Agent) the
applicable Note(s), which shall evidence such Lender's Loans in addition to such
accounts or records.  Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.


	In addition to the accounts and records referred to in
subsection (a), each Lender and the Administrative Agent shall maintain in
accordance with its usual practice accounts or records evidencing the purchases
and sales by such Lender of participations in Letters of Credit and Swing Line
Loans.  In the event of any conflict between the accounts and records maintained
by the Administrative Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Administrative Agent
shall control in the absence of manifest error.

2.12  Payments Generally;
Administrative Agent's Clawback.



	General.  All payments to be made by the Borrowers
shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  Except as otherwise expressly provided herein, all
payments by the Borrowers hereunder shall be made to the Administrative Agent,
for the account of the respective Lenders to which such payment is owed, at the
Administrative Agent's Office in Dollars and in immediately available funds not
later than 11:00 a.m. on the date specified herein.  The Administrative Agent
will promptly distribute to each Lender its Applicable Percentage (or other
applicable share as provided herein) of such payment in like funds as received
by wire transfer to such Lender's Lending Office.  All payments received by the
Administrative Agent after 11:00 a.m. shall be deemed received on the next
succeeding Business Day and any applicable interest or fee shall continue to
accrue.  If any payment to be made by the Borrowers shall come due on a day
other than a Business Day, payment shall be made on the next following Business
Day, and such extension of time shall be reflected in computing interest or
fees, as the case may be.


	(i)Funding by Lenders; Presumption by
Administrative Agent.  Unless the Administrative Agent shall have received
notice from a Lender prior to the proposed date of any Committed Borrowing that
such Lender will not make available to the Administrative Agent such Lender's
share of such Committed Borrowing, the Administrative Agent may assume that such
Lender has made such share available on such date in accordance with
Section 2.02 and may, in reliance upon such assumption, make available to
the Borrowers a corresponding amount.  In such event, if a Lender has not in
fact made its share of the applicable Committed Borrowing available to the
Administrative Agent, then the applicable Lender and the Borrowers severally
agree to pay to the Administrative Agent forthwith on demand such corresponding
amount in immediately available funds with interest thereon, for each day from
and including the date such amount is made available to the Borrowers to but
excluding the date of payment to the Administrative Agent, at (A) in the case of
a payment to be made by such Lender, the greater of the Federal Funds Rate and a
rate determined by the Administrative Agent in accordance with banking industry
rules on interbank compensation and (B) in the case of a payment to be made by
the Borrowers, the interest rate applicable to such Committed Borrowing.  If the
Borrowers and such Lender shall pay such interest to the Administrative Agent
for the same or an overlapping period, the Administrative Agent shall promptly
remit to the Borrowers the amount of such interest paid by the Borrowers for
such period.  If such Lender pays its share of the applicable Committed
Borrowing to the Administrative Agent, then the amount so paid shall constitute
such Lender's Committed Loan included in such Committed Borrowing.  Any payment
by the Borrowers shall be without prejudice to any claim the Borrowers may have
against a Lender that shall have failed to make such payment to the
Administrative Agent.

(ii)Payments by Borrowers; Presumptions by
Administrative Agent.  Unless the Administrative Agent shall have received
notice from the Borrowers prior to the date on which any payment is due to the
Administrative Agent for the account of the Lenders or the L/C Issuer hereunder
that the Borrowers will not make such payment, the Administrative Agent may
assume that the Borrowers have made such payment on such date in accordance
herewith and may, in reliance upon such assumption, distribute to the Lenders or
the L/C Issuer, as the case may be, the amount due.  In such event, if the
Borrowers have not in fact made such payment and without relieving the
Borrowers' obligation to make such payment, then each of the Lenders or the L/C
Issuer, as the case may be, severally agrees to repay to the Administrative
Agent forthwith on demand the amount so distributed to such Lender or the L/C
Issuer, in immediately available funds with interest thereon, for each day from
and including the date such amount is distributed to it to but excluding the
date of payment to the Administrative Agent, at the greater of the Federal Funds
Rate and a rate determined by the Administrative Agent in accordance with
banking industry rules on interbank compensation.

A notice of the Administrative Agent to any Lender or the
Borrowers with respect to any amount owing under this subsection (b) shall be
conclusive, absent manifest error.


	Failure to Satisfy Conditions Precedent.  If any
Lender makes available to the Administrative Agent funds for any Loan to be made
by such Lender as provided in the foregoing provisions of this Article II,
and such funds are not made available to the Borrowers by the Administrative
Agent because the conditions to the applicable Credit Extension set forth in
Article IV are not satisfied or waived in accordance with the terms hereof,
the Administrative Agent shall promptly return such funds (in like funds as
received from such Lender) to such Lender, without interest.


	Obligations of Lenders Several.  The obligations
of the Lenders hereunder to make Committed Loans, to fund participations in
Letters of Credit and Swing Line Loans and to make payments pursuant to
Section 10.04(c) are several and not joint.  The failure of any Lender to
make any Committed Loan, to fund any such participation or to make any payment
under Section 10.04(c) on any date required hereunder shall not relieve any
other Lender of its corresponding obligation to do so on such date, and no
Lender shall be responsible for the failure of any other Lender to so make its
Committed Loan, to purchase its participation or to make its payment under
Section 10.04(c).


	Funding Source.  Nothing herein shall be deemed to
obligate any Lender to obtain the funds for any Loan in any particular place or
manner or to constitute a representation by any Lender that it has obtained or
will obtain the funds for any Loan in any particular place or
manner.

2.13  Sharing of Payments by
Lenders.  If any Lender shall, by exercising any right of setoff or
counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of the Committed Loans made by it, or the participations in L/C
Obligations or in Swing Line Loans held by it resulting in such Lender's
receiving payment of a proportion of the aggregate amount of such Committed
Loans or participations and accrued interest thereon greater than its pro
rata share thereof as provided herein, then the Lender receiving such
greater proportion shall (a) notify the Administrative Agent of such fact, and
(b) purchase (for cash at face value) participations in the Committed Loans and
subparticipations in L/C Obligations and Swing Line Loans of the other Lenders,
or make such other adjustments as shall be equitable, so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective
Committed Loans and other amounts owing them, provided that:



	if any such participations or subparticipations are
purchased and all or any portion of the payment giving rise thereto is
recovered, such participations or subparticipations shall be rescinded and the
purchase price restored to the extent of such recovery, without interest;
and


	the provisions of this Section shall not be construed to
apply to (x) any payment made by the Borrowers pursuant to and in accordance
with the express terms of this Agreement or (y) any payment obtained by a Lender
as consideration for the assignment of or sale of a participation in any of its
Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to
any assignee or participant, other than to the Borrowers or any Subsidiary
thereof (as to which the provisions of this Section shall apply).

Each Borrower party hereto consents to the foregoing and
agrees, to the extent it may effectively do so under applicable law, that any
Lender acquiring a participation pursuant to the foregoing arrangements may
exercise against such Borrower rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such
Borrower in the amount of such participation.


2.14  Extension of Revolving
Commitment Termination Date.



	Requests for Extension.  The Borrowers may on a
one-time basis, by notice to the Administrative Agent (who shall promptly notify
the Revolving Lenders) not earlier than 90 days prior to, and not later than
30 days prior to, the Revolving Commitment Termination Date then in effect
hereunder (the "Existing Revolving Commitment Termination Date"), cause
each Revolving Lender to extend such Revolving Lender's Existing Revolving
Commitment Termination Date for an additional one (1) year from the Existing
Revolving Commitment Termination Date and each Revolving Lender shall extend
such Revolving Lender's Revolving Commitment Termination Date for an additional
one (1) year from the Existing Revolving Commitment Termination Date in
accordance with this Section 2.14.


	Conditions to Effectiveness of Extensions.
Notwithstanding the foregoing, the extension of the Revolving Commitment
Termination Date pursuant to this Section shall not be effective with respect to
the Revolving Lenders unless:



	no Default or Event of Default shall have occurred and be
continuing on the date of such extension and after giving effect
thereto;


	the representations and warranties contained in this
Agreement are true and correct in all material respects, on and as of the date
of such extension and after giving effect thereto, as though made on and as of
such date (or, if any such representation or warranty is expressly stated to
have been made as of a specific date, only as of such specific date);
and


	the Borrowers pay the Revolving Lenders an extension fee
on the Existing Revolving Commitment Termination Date in an amount equal to the
product of (i) 0.25%, multiplied by (ii) the aggregate Revolving Commitments
then in effect at the time of the extension.


	Conflicting Provisions.  This Section shall
supersede any provisions in Section 2.13 or 10.01 to the
contrary.

2.15  Increase in
Commitments.



	Request for Increase.  Provided there exists no
Default or Event of Default (nor would any occur after giving effect to the
increase described herein) and in consultation with the Administrative Agent in
order to minimize costs associated therewith, upon notice to the Administrative
Agent (which shall promptly notify the Lenders), the Borrowers may request an
increase in the Aggregate Commitments (which may be, at the option of the
Borrowers, Revolving Commitments and/or Term Loan Commitments) by an aggregate
amount not exceeding $50,000,000; provided that any such request for an increase
shall be in a minimum amount of $25,000,000 (unless approved by the
Administrative Agent).  At the time of sending such notice, the Borrowers (in
consultation with the Administrative Agent) shall specify the time period within
which each Lender is requested to respond (which shall in no event be less than
ten Business Days from the date of delivery of such notice to the
Lenders).


	Lender Elections to Increase.  Each Lender shall
notify the Administrative Agent within such time period whether or not it agrees
to increase its Commitment and, if so, whether by an amount equal to, greater
than, or less than its Applicable Percentage of such requested increase.  Any
election by any Lender to increase its Commitment hereunder shall be at such
Lender's sole discretion, and no Lender shall have any obligation to increase
its Commitment.  Any Lender not responding within such time period shall be
deemed to have declined to increase its Commitment.


	Notification by Administrative Agent; Additional
Lenders.  The Administrative Agent shall notify the Borrowers and each
Lender of the Lenders' responses to each request made hereunder.  To achieve the
full amount of a requested increase and subject to the approval of the
Administrative Agent and the L/C Issuer (which approvals shall not be
unreasonably withheld), the Borrowers may also invite additional Eligible
Assignees to become Lenders pursuant to a Joinder Agreement in form and
substance reasonably satisfactory to the Administrative Agent and its
counsel.


	Effective Date and Allocations.  If the Aggregate
Commitments are increased in accordance with this Section, the Administrative
Agent and the Borrowers shall determine the effective date (the "Increase
Effective Date") and the final allocation of such increase.  The
Administrative Agent shall promptly notify the Borrowers and the affected
Lenders of the final allocation of such increase and the Increase Effective
Date.


	Conditions to Effectiveness of Increase.  As a
condition precedent to such increase, the Borrowers shall deliver to the
Administrative Agent a certificate of each Borrower dated as of the Increase
Effective Date (in sufficient copies for each Lender) signed by a Responsible
Officer of such Borrower (i) certifying and attaching the resolutions adopted by
such Borrower approving or consenting to such increase, and (ii) in the case of
the Borrowers, certifying that, before and after giving effect to such increase,
(A) the representations and warranties contained in Article V and the other
Loan Documents are true and correct in all material respects, on and as of the
Increase Effective Date, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case, they are true
and correct in all material respects as of such earlier date, and except that
for purposes of this Section 2.15, the representations and warranties
contained in subsections (a) and (b) of Section 5.05 shall be deemed to
refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01, and (B) no Default exists.  The Borrowers
shall prepay any Revolving Loans outstanding on the Increase Effective Date (and
pay any additional amounts required pursuant to Section 3.05) to the extent
necessary to keep the outstanding Revolving Loans ratable with any revised
Applicable Percentages arising from any nonratable increase in the Revolving
Commitments under this Section.  


	Conflicting Provisions.  This Section shall
supersede any provisions in Sections 2.13 or 10.01 to the
contrary

2.16  Unencumbered Asset Pool.
Borrowers may at any time add a Qualified Unencumbered Asset Pool Property to
the Unencumbered Asset Pool pursuant to this Section 2.16, by Borrowers'
delivery to the Administrative Agent (which the Administrative Agent shall
promptly distribute to the Revolving Lenders) of the following:



	a complete description of the proposed Qualified
Unencumbered Asset Pool Property;


	the prior twelve (12) months' operating income statements
related thereto (to the extent available);


	cash flow projections for such property for at least the
next twelve (12) months;


	a description of all tenants and leases with respect
thereto;


	a certification of a Responsible Officer of the Borrowers
that Parent has obtained a current written report prepared by a qualified
independent expert with respect to Hazardous Materials related thereto which
discloses that such property would not be in violation of the representations
and covenants of this Agreement; and


	such other written materials reasonably requested by any
Revolving Lender.  

Borrowers may remove a Revenue-Producing Property from the
Unencumbered Asset Pool by delivery to the Administrative Agent (for prompt
distribution to the Revolving Lenders) of a written notice to that effect,
accompanied by a certificate of a Responsible Officer of Borrowers setting forth
the revised Borrowing Base as of the most recently-ended fiscal quarter for
which financial statements are required to be delivered pursuant to this
Agreement resulting from such removal, which removal shall be effective on the
third (3rd) day after receipt of such notice by Administrative Agent.



ARTICLE III.

TAXES, YIELD PROTECTION AND ILLEGALITY



3.01  Taxes.



	Payments Free of Taxes.  Any and all payments by
or on account of any obligation of the Borrowers hereunder or under any other
Loan Document shall be made free and clear of and without reduction or
withholding for any Indemnified Taxes or Other Taxes, provided that if the
Borrowers shall be required by applicable law to deduct any Indemnified Taxes
from such payments, then (i) the sum payable shall be increased as necessary so
that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, each
Lender or the L/C Issuer, as the case may be, receives an amount equal to the
sum it would have received had no such deductions been made, (ii) the Borrowers
shall make such deductions and (iii) the Borrowers shall timely pay the full
amount deducted to the relevant Governmental Authority in accordance with
applicable law.


	Payment of Other Taxes by the Borrowers.  Without
limiting the provisions of subsection (a) above, the Borrowers shall timely pay
any Other Taxes to the relevant Governmental Authority in accordance with
applicable law.


	Indemnification by the Borrowers.  The Borrowers
shall indemnify the Administrative Agent, each Lender and the L/C Issuer, within
10 days after demand therefor, for the full amount of any Indemnified Taxes or
Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on
or attributable to amounts payable under this Section) paid by the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or
legally imposed or asserted by the relevant Governmental Authority.  A
certificate as to the amount of such payment or liability delivered to the
Borrowers by a Lender or the L/C Issuer (with a copy to the Administrative
Agent), or by the Administrative Agent on its own behalf or on behalf of a
Lender or the L/C Issuer shall be conclusive absent manifest error. 


	Evidence of Payments.  As soon as practicable
after any payment of Indemnified Taxes or Other Taxes by the Borrowers to a
Governmental Authority, the Borrowers shall deliver to the Administrative Agent
the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment
or other evidence of such payment reasonably satisfactory to the Administrative
Agent.


	Status of Lenders.  Any Administrative Agent, L/C
Issuer or Lender that is entitled to an exemption from or reduction of
withholding tax under the law of the jurisdiction in which the Borrowers are
resident for tax purposes, or any treaty to which such jurisdiction is a party,
with respect to payments hereunder or under any other Loan Document shall
deliver to the Borrowers (with a copy to the Administrative Agent), at the time
or times prescribed by applicable law or reasonably requested by the Borrowers
or the Administrative Agent, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate of withholding.  In addition, any
Administrative Agent, L/C Issuer or Lender, if requested by the Borrowers or the
Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrowers or the Administrative
Agent as will enable the Borrowers or the Administrative Agent to determine
whether or not such Administrative Agent, L/C Issuer or Lender is subject to
backup withholding or information reporting requirements.

Without limiting the generality of the foregoing any
Administrative Agent, L/C Issuer or Lender shall deliver to the Borrowers and
the Administrative Agent (in such number of copies as shall be requested by the
recipient) on or prior to the date on which such Person becomes a party to this
Agreement (and from time to time thereafter upon the request of the Borrowers or
the Administrative Agent, but only if such Person is legally entitled to do so),
whichever of the following is applicable:



	duly completed copies of IRS Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a
party,


	duly completed copies of IRS Form W-8ECI,


	in the case of a Foreign Lender claiming the benefits of
the exemption for portfolio interest under Section 881(c) of the Code, (x) a
certificate to the effect that such Foreign Lender is not (A) a "bank" within
the meaning of Section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder"
of any Borrower within the meaning of Section 881(c)(3)(B) of the Code, or (C) a
"controlled foreign corporation" described in Section 881(c)(3)(C) of the Code
and (y) duly completed copies of IRS Form W-8BEN, 


	in the case of any Administrative Agent, Lender or L/C
Issuer that is a "United States person" within the meaning of Section
7701(a)(30) of the Code, duly completed copies of IRS W-9, establishing a
complete exemption from backup withholding taxes; provided,
however, that such a Person that the Borrowers are entitled to treat as
an "exempt recipient" (without regard to whether any Borrower has requested any
certificates or forms in this respect) shall not be required to provide such
form, and/or


	any other form prescribed by applicable law as a basis
for claiming exemption from or a reduction in United States Federal withholding
tax duly completed together with such supplementary documentation as may be
prescribed by applicable law to permit the Borrowers to determine the
withholding or deduction required to be made.


	Treatment of Certain Refunds.  If the
Administrative Agent, any Lender or the L/C Issuer determines, in its sole
discretion, that it has received a refund of any Taxes or Other Taxes as to
which it has been indemnified by the Borrowers or with respect to which the
Borrowers have paid additional amounts pursuant to this Section, it shall pay to
the Borrowers an amount equal to such refund (but only to the extent of
indemnity payments made, or additional amounts paid, by the Borrowers under this
Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent, such Lender or
the L/C Issuer, as the case may be, and without interest (other than any
interest paid by the relevant Governmental Authority with respect to such
refund), provided that the Borrowers, upon the request of the Administrative
Agent, such Lender or the L/C Issuer, agree to repay the amount paid over to the
Borrowers (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) to the Administrative Agent, such Lender or the L/C
Issuer in the event the Administrative Agent, such Lender or the L/C Issuer is
required to repay such refund to such Governmental Authority.  This subsection
shall not be construed to require the Administrative Agent, any Lender or the
L/C Issuer to make available its tax returns (or any other information relating
to its taxes that it deems confidential) to the Borrowers or any other
Person.

3.02  Illegality.  If any Lender
determines in good faith that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to
determine or charge interest rates based upon the Eurodollar Rate, or any
Governmental Authority has imposed material restrictions on the authority of
such Lender to purchase or sell, or to take deposits of, Dollars in the London
interbank market, then, on notice thereof by such Lender to the Borrowers
through the Administrative Agent, any obligation of such Lender to make or
continue Eurodollar Rate Loans or to convert Base Rate Loans to Eurodollar Rate
Loans shall be suspended until such Lender notifies the Administrative Agent and
the Borrowers that the circumstances giving rise to such determination no longer
exist.  Upon receipt of such notice, the Borrowers shall, upon demand from such
Lender (with a copy to the Administrative Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrowers shall also pay accrued
interest on the amount so prepaid or converted.


3.03  Inability to Determine
Rates.  If the Required Lenders determine in good faith that for any reason
in connection with any request for a Eurodollar Rate Loan or a conversion to or
continuation thereof that (a) Dollar deposits are not being offered to banks in
the London interbank eurodollar market for the applicable amount and Interest
Period of such Eurodollar Rate Loan, (b) adequate and reasonable means do not
exist for determining the Eurodollar Rate for any requested Interest Period with
respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Rate for any
requested Interest Period with respect to a proposed Eurodollar Rate Loan does
not adequately and fairly reflect the cost to such Lenders of funding such Loan,
the Administrative Agent will promptly so notify the Borrowers and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Administrative Agent (upon the instruction of
the Required Lenders) revokes such notice.  Upon receipt of such notice, the
Borrowers may revoke any pending request for a Borrowing of, conversion to or
continuation of Eurodollar Rate Loans or, failing that, will be deemed to have
converted such request into a request for a Committed Borrowing of Base Rate
Loans in the amount specified therein.


3.04  Increased Costs; Reserves on
Eurodollar Rate Loans.



	Increased Costs Generally.  If any Change in Law
shall:



	impose, modify or deem applicable any reserve, special
deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in
by, any Lender (except any reserve requirement contemplated by Section 3.04(e))
or the L/C Issuer; or 


	subject any Lender or the L/C Issuer to any tax of any
kind whatsoever with respect to this Agreement, any Letter of Credit, any
participation in a Letter of Credit or any Eurodollar Loan made by it, or change
the basis of taxation of payments to such Lender or the L/C Issuer in respect
thereof (except for Indemnified Taxes or Other Taxes covered by
Section 3.01 and the imposition of, or any change in the rate of, any
Excluded Tax ); or


	impose on any Lender or the L/C Issuer or the London
interbank market any other condition, cost or expense affecting this Agreement
or Eurodollar Loans made by such Lender or any Letter of Credit or participation
therein (other than with respect to Taxes, which shall be governed solely by
Section 3.01);

and the result of any of the foregoing shall be to increase
the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of
maintaining its obligation to make any such Loan), or to increase the cost to
such Lender or the L/C Issuer of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue
any Letter of Credit), or to reduce the amount of any sum received or receivable
by such Lender or the L/C Issuer hereunder (whether of principal, interest or
any other amount) then, upon request of such Lender or the L/C Issuer, the
Borrowers will pay to such Lender or the L/C Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or the L/C Issuer,
as the case may be, for such additional costs incurred or reduction
suffered.


	Capital Requirements.  If any Lender or the L/C
Issuer determines that any Change in Law affecting such Lender or the L/C Issuer
or any Lending Office of such Lender or such Lender's or the L/C Issuer's
holding company, if any, regarding capital requirements has or would have the
effect of reducing the rate of return on such Lender's or the L/C Issuer's
capital or on the capital of such Lender's or the L/C Issuer's holding company,
if any, as a consequence of this Agreement, the Commitments of such Lender or
the Loans made by, or participations in Letters of Credit held by, such Lender,
or the Letters of Credit issued by the L/C Issuer, to a level below that which
such Lender or the L/C Issuer or such Lender's or the L/C Issuer's holding
company could have achieved but for such Change in Law (taking into
consideration such Lender's or the L/C Issuer's policies and the policies of
such Lender's or the L/C Issuer's holding company with respect to capital
adequacy), then from time to time the Borrowers will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer or such Lender's or the L/C Issuer's
holding company for any such reduction suffered.


	Certificates for Reimbursement.  A certificate of
a Lender or the L/C Issuer setting forth the amount or amounts necessary to
compensate such Lender or the L/C Issuer or its holding company, as the case may
be, as specified in subsection (a) or (b) of this Section and delivered to the
Borrowers shall be conclusive absent manifest error.  The Borrowers shall pay
such Lender or the L/C Issuer, as the case may be, the amount shown as due on
any such certificate within 10 days after receipt thereof.


	Delay in Requests.  Failure or delay on the part
of any Lender or the L/C Issuer to demand compensation pursuant to the foregoing
provisions of this Section shall not constitute a waiver of such Lender's or the
L/C Issuer's right to demand such compensation, provided that the Borrowers
shall not be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than three months prior to the date that such Lender or
the L/C Issuer, as the case may be, notifies the Borrowers of the Change in Law
giving rise to such increased costs or reductions and of such Lender's or the
L/C Issuer's intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the three-month period referred to above shall be extended to include the
period of retroactive effect thereof).


	Reserves on Eurodollar Rate Loans.  The Borrowers
shall pay to each Lender, as long as such Lender shall be required to maintain
reserves with respect to liabilities or assets consisting of or including
Eurocurrency funds or deposits (currently known as "Eurocurrency liabilities"),
additional interest on the unpaid principal amount of each Eurodollar Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender
(as determined by such Lender in good faith, which determination shall be
conclusive), which shall be due and payable on each date on which interest is
payable on such Loan; provided, the Borrowers shall have received at least 10
days' prior notice (with a copy to the Administrative Agent) of such additional
interest from such Lender.  If a Lender fails to give notice 10 days prior to
the relevant Interest Payment Date, such additional interest shall be due and
payable 10 days from receipt of such notice.

3.05  Compensation for Losses.
Upon demand of any Lender (with a copy to the Administrative Agent) from time to
time, the Borrowers shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result
of:



	any continuation, conversion, payment or prepayment of
any Eurodollar Rate Loan on a day other than the last day of the Interest Period
for such Eurodollar Rate Loan (whether voluntary, mandatory, automatic, by
reason of acceleration, or otherwise);


	any failure by the Borrowers (for a reason other than the
failure of such Lender to make a Loan) to prepay, borrow, continue or convert
any Eurodollar Rate Loan on the date or in the amount notified by the Borrowers;
or


	any assignment of a Eurodollar Rate Loan on a day other
than the last day of the Interest Period therefor as a result of a request by
the Borrowers pursuant to Section 10.13;

including any loss or expense arising from the liquidation or
reemployment of funds obtained by it to maintain such Loan or from fees payable
to terminate the deposits from which such funds were obtained (but excluding any
loss of anticipated profits).  The Borrowers shall also pay any customary
administrative fees charged by such Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrowers
to the Lenders under this Section 3.05, each Lender shall be deemed to have
funded each Eurodollar Rate Loan made by it at the Eurodollar Rate used in
determining the Eurodollar Rate for such Loan by a matching deposit or other
borrowing in the London interbank eurodollar market for a comparable amount and
for a comparable period, whether or not such Eurodollar Rate Loan was in fact so
funded.


3.06  Mitigation Obligations;
Replacement of Lenders.



	Designation of a Different Lending Office.  If any
Lender requests compensation under Section 3.04, or the Borrowers are
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, or if any
Lender gives a notice pursuant to Section 3.02, then such Lender shall use
reasonable efforts to designate a different Lending Office for funding or
booking its Loans hereunder or to assign its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender, such designation or assignment (i) would eliminate or reduce amounts
payable pursuant to Section 3.01 or 3.04, as the case may be, in the
future, or eliminate the need for the notice pursuant to Section 3.02, as
applicable, and (ii) in each case, would not subject such Lender to any
unreimbursed cost or expense and would not otherwise be disadvantageous to such
Lender.  The Borrowers hereby agree to pay all reasonable costs and expenses
incurred by any Lender in connection with any such designation or
assignment.


	Replacement of Lenders.  If any Lender requests
compensation under Section 3.04, or if material amounts are paid to such
Lender under Section 3.05, or if the Borrowers are required to pay any
additional amount to any Lender or any Governmental Authority for the account of
any Lender pursuant to Section 3.01, the Borrowers may replace such Lender
in accordance with Section 10.13.

3.07  Survival.  All of the
Borrowers' obligations under this Article III shall survive termination of
the Aggregate Commitments and repayment of all other Obligations
hereunder.


ARTICLE IV.

CONDITIONS PRECEDENT TO THE AMENDMENT AND RESTATEMENT OF THE 
EXISTING CREDIT
AGREEMENTS AND FURTHER CREDIT EXTENSIONS


4.01  Conditions of Effectiveness of
this Agreement.  The effectiveness of this Agreement and the obligation of
the L/C Issuer and each Lender to make its initial Credit Extension hereunder is
subject to satisfaction of the following conditions precedent:




	The Administrative Agent's receipt of the following, each
of which shall be originals or telecopies (followed promptly by originals)
unless otherwise specified, each properly executed by a Responsible Officer of
the signing Borrower, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date)
and each in form and substance satisfactory to the Administrative Agent and each
of the Lenders.



	executed counterparts of this Agreement sufficient in
number for distribution to the Administrative Agent, each Lender and the
Borrowers;


	a Revolving Note executed by the Borrowers in favor of
each Revolving Lender requesting a Revolving Note and a Term Note executed by
the Borrowers in favor of each Term Lender requesting a Term Note;


	such certificates of resolutions or other action,
incumbency certificates and/or other certificates of Responsible Officers of
each Borrower as the Administrative Agent may require evidencing the identity,
authority and capacity of each Responsible Officer thereof authorized as of the
date hereof to act as a Responsible Officer in connection with this Agreement
and the other Loan Documents to which such Borrower is a party;


	such documents and certifications as the Administrative
Agent may reasonably require to evidence that each Borrower is duly organized or
formed, and that each Borrower is validly existing and in good standing in its
jurisdiction of organization and, to the extent reasonably required by the
Administrative Agent, qualified to engage in business in each jurisdiction where
its ownership, lease or operation of properties or the conduct of its business
requires such qualification, except to the extent that failure to do so could
not reasonably be expected to have a Material Adverse Effect;


	favorable opinions of each of counsel to the Borrowers,
addressed to the Administrative Agent and each Lender, as to the matters set
forth in Exhibit G and such other matters concerning the Borrowers
and the Loan Documents as the Required Lenders may reasonably request;


	a certificate of a Responsible Officer of each Borrower
either (A) attaching copies of all consents, licenses and approvals required in
connection with the execution, delivery and performance by such Borrower and the
validity against such Borrower of the Loan Documents to which it is a party, and
such consents, licenses and approvals shall be in full force and effect, or (B)
stating that no such consents, licenses or approvals are so required;


	a certificate signed by a Responsible Officer of the
Borrowers certifying (A) that the conditions specified in Sections 4.02(a)
and (b) have been satisfied, (B) that there has been no event or circumstance
since the date of the Audited Financial Statements that has had or could be
reasonably expected to have, either individually or in the aggregate, a Material
Adverse Effect and (C) the current Debt Ratings and Leverage Ratio as of the
last day of the fiscal quarter of the Borrower most recently ended prior to the
Closing Date;


	a duly completed Compliance Certificate as of the last
day of the fiscal quarter of the Borrowers' most recently ended prior to the
Closing Date, adjusted in the best good faith estimate of the Borrowers to
reflect the financial covenants under this Agreement, signed by a Responsible
Officer of the Borrowers;


	evidence that all amounts outstanding under the Existing
Credit Agreements have been, or concurrently with the Closing Date, are being
repaid in full; and


	such other assurances, certificates, documents, consents
or opinions as the Administrative Agent, the L/C Issuer, the Swing Line Lender
or the Required Lenders reasonably may require.


	Any fees required to be paid on or before the Closing
Date shall have been paid.


	Unless waived by the Administrative Agent, the Borrowers
shall have paid all fees, charges and disbursements of counsel to the
Administrative Agent to the extent invoiced prior to or on the Closing Date,
plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements
incurred or to be incurred by it through the closing proceedings (provided that
such estimate shall not thereafter preclude a final settling of accounts between
the Borrowers and the Administrative Agent).

Without limiting the generality of the provisions of
Section 9.04, for purposes of determining compliance with the conditions
specified in this Section 4.01, each Lender that has signed this Agreement
shall be deemed to have consented to, approved or accepted or to be satisfied
with, each document or other matter required thereunder to be consented to or
approved by or acceptable or satisfactory to a Lender unless the Administrative
Agent shall have received notice from such Lender prior to the proposed Closing
Date specifying its objection thereto.


4.02  Conditions to all Credit
Extensions.  The obligation of each Lender to honor any Request for Credit
Extension (other than a Committed Loan Notice requesting only a conversion of
Committed Loans to the other Type, or a continuation of Eurodollar Rate Loans)
is subject to the following conditions precedent:



	The representations and warranties of the Borrowers
contained in Article V or any other Loan Document, or which are contained
in any document furnished at any time under or in connection herewith or
therewith, shall be true and correct on and as of the date of such Credit
Extension in all material respects, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct in all material respects as of such earlier
date, and except that for purposes of this Section 4.02, the
representations and warranties contained in subsections (a) and (b) of
Section 5.05 shall be deemed to refer to the most recent statements
furnished pursuant to clauses (a) and (d), respectively, of
Section 6.01.


	No Default or Event of Default shall exist, or would
result from such proposed Credit Extension or from the application of the
proceeds thereof.


	The Administrative Agent and, if applicable, the L/C
Issuer or the Swing Line Lender shall have received a Request for Credit
Extension in accordance with the requirements hereof.


	The Administrative Agent shall have received and approved
a current calculation of the Borrowing Base with such supporting information as
the Administrative Agent may require, adjusted in the best good faith estimate
of the Borrowers to the date of such certification.


	The Administrative Agent shall have received, in form and
substance satisfactory to the Administrative Agent, such other assurances,
certificates, documents or consents related to the foregoing as the
Administrative Agent or Required Revolving Lenders reasonably may
require.

Each Request for Credit Extension (other than a Committed
Loan Notice requesting only a conversion of Committed Loans to the other Type or
a continuation of Eurodollar Rate Loans) submitted by the Borrowers shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a) and (b) have been satisfied on and as of the date of the
applicable Credit Extension.


ARTICLE V.

REPRESENTATIONS AND WARRANTIES

Each Borrower represents and warrants to the
Administrative Agent and the Lenders that:


5.01  Existence, Qualification and
Power; Compliance with Laws.  Each Borrower (a) is duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction
of its incorporation or organization, (b) has all requisite power and authority
and all requisite governmental licenses, authorizations, consents and approvals
to (i) own its assets and carry on its business and (ii) execute, deliver and
perform its obligations under the Loan Documents to which it is a party, (c) is
duly qualified and is licensed and in good standing under the Laws of each
jurisdiction where its ownership, lease or operation of properties or the
conduct of its business requires such qualification or license, and (d) is in
compliance with all Laws; except in each case referred to in clause (b)(i), (c)
or (d), to the extent that failure to do so could not reasonably be expected to
have a Material Adverse Effect.


5.02  Authorization; No
Contravention.  The execution, delivery and performance by each Borrower of
each Loan Document to which such Person is party, have been duly authorized by
all necessary corporate or other organizational action, and do not and will not
(a) contravene the terms of any of such Person's Organization Documents; (b)
conflict with or result in any breach or contravention of, or the creation of
any Lien under, or require any payment to be made under (i) any material
Contractual Obligation to which such Person is a party or affecting such Person
or the properties of such Person or any of its Subsidiaries or (ii) any order,
injunction, writ or decree of any Governmental Authority or any arbitral award
to which such Person or its property is subject; or (c) violate any
Law.


5.03  Governmental Authorization;
Other Consents.  No approval, consent, exemption, authorization, or other
action by, or notice to, or filing with, any Governmental Authority or any other
Person is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, any Borrower of this Agreement or any
other Loan Document.


5.04  Binding Effect.  This
Agreement has been, and each other Loan Document, when delivered hereunder, will
have been, duly executed and delivered by each Borrower party thereto.  This
Agreement constitutes, and each other Loan Document when so delivered will
constitute, a legal, valid and binding obligation of each Borrower party
thereto, enforceable against each such Borrower in accordance with its
terms.


5.05  Financial Statements; No
Material Adverse Effect.



	The Audited Financial Statements fairly present in all
material respects the financial condition of the Parent and its Subsidiaries as
of the date thereof and their results of operations for the period covered
thereby in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein.


	The unaudited consolidated balance sheet of the Borrowers
and their Subsidiaries dated September 30, 2004, and the related consolidated
statements of income or operations and cash flows for the fiscal quarter ended
on that date (fairly present the financial condition of the Borrowers and their
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein, subject
to the absence of footnotes and to normal year-end audit adjustments.


	Since the date of the Audited Financial Statements, there
has been no event or circumstance, either individually or in the aggregate, that
has had or could reasonably be expected to have a Material Adverse
Effect.


	The consolidated financial projections of the Parent
delivered pursuant to Section 6.02(a) were prepared in good faith on the
basis of the assumptions stated therein, which assumptions were fair in light of
the conditions existing at the time of delivery of such forecasts (it being
understood that such financial projections are subject to uncertainties and
contingencies, which may be beyond the control of the Borrowers and their
Subsidiaries and that no assurance is given by the Borrowers that such
projections will be realized).

5.06  Litigation.  There are no
actions, suits, proceedings, claims or disputes pending or, to the knowledge of
the Borrowers, threatened or contemplated, at law, in equity, in arbitration or
before any Governmental Authority, by or against any Borrower or any of their
Subsidiaries or against any of their properties or revenues that (a) purport to
affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b) except as specifically disclosed
in Schedule 5.06, either individually or in the aggregate could
reasonably be expected to have a Material Adverse Effect.


5.07  No Default.  Neither any
Borrower nor any Subsidiary is in default under or with respect to any
Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.  No Default has
occurred and is continuing or would result from the consummation of the
transactions contemplated by this Agreement or any other Loan
Document.


5.08  Ownership of Property;
Liens.  Each of the Borrowers and their Subsidiaries has good record and
marketable title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.  The property of the Borrower and
their Subsidiaries is subject to no Liens, other than Liens permitted by
Section 7.01.


5.09  Environmental Compliance.
The Borrowers and their Subsidiaries have conducted a review of the effect of
existing Environmental Laws and claims alleging potential liability or
responsibility for violation of any Environmental Law on their respective
businesses, operations and properties, and as a result thereof the Borrower has
reasonably concluded that, except as specifically disclosed in
Schedule 5.09, such Environmental Laws and claims could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


5.10  Insurance.  The properties
of each Borrower and its Subsidiaries are insured with financially sound and
reputable insurance companies not Affiliates of the Borrowers, in such amounts
and with such deductibles and covering such risks as are customarily carried by
companies engaged in similar businesses and owning similar properties in
localities where such Borrower or the applicable Subsidiary
operates.


5.11  Taxes.  Borrowers and their
Subsidiaries have filed all Federal, state and other material tax returns and
reports required to be filed and have paid all Federal, state and other material
taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except
those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in
accordance with GAAP.  There is no proposed tax assessment against Borrowers or
any of their Subsidiaries that would, if made, have a Material Adverse Effect.
As of the date hereof neither any Borrower nor any Subsidiary thereof is party
to any material tax sharing agreement.


5.12  ERISA
Compliance.



	Each Plan is in compliance in all material respects with
the applicable provisions of ERISA, the Code and other Federal or state Laws.
Each Plan that is intended to qualify under Section 401(a) of the Code has
received a favorable determination letter from the IRS or an application for
such a letter is currently being processed by the IRS with respect thereto and,
to the best knowledge of the Borrowers, nothing has occurred which would
prevent, or cause the loss of, such qualification.  The Borrowers and each ERISA
Affiliate have made all required contributions to each Plan subject to Section
412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any Plan.


	There are no pending or, to the best knowledge of the
Borrowers, threatened claims, actions or lawsuits, or action by any Governmental
Authority, with respect to any Plan that could reasonably be expected to have a
Material Adverse Effect.  There has been no prohibited transaction or violation
of the fiduciary responsibility rules with respect to any Plan that has resulted
or could reasonably be expected to result in a Material Adverse Effect.


	(i) No ERISA Event has occurred or is reasonably
expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability
that could reasonably be expected to have a Material Adverse Effect; (iii)
neither the Borrowers nor any ERISA Affiliate has incurred, or reasonably
expects to incur, any liability under Title IV of ERISA with respect to any
Pension Plan (other than premiums due and not delinquent under Section 4007 of
ERISA); (iv) neither the Borrowers nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA, would result in such
liability) under Sections 4201 or 4243 of ERISA with respect to a Multiemployer
Plan that could reasonably be expected to have a Material Adverse Effect; and
(v) neither the Borrowers nor any ERISA Affiliate has engaged in a transaction
that could be subject to Sections 4069 or 4212(c) of ERISA.

5.13  Subsidiaries; Equity
Interests.  As of the Closing Date, the Borrowers have no Subsidiaries other
than those disclosed in Schedule 5.13 and, as of the Closing Date, all of
the outstanding Equity Interests in such Subsidiaries have been validly issued,
are fully paid and nonassessable and are owned by the Borrowers in the amounts
specified on Schedule 5.13 free and clear of all Liens except as
permitted under this Agreement.  All of the outstanding Equity Interests in the
Borrowers have been validly issued, and are fully paid and nonassessable and
(except with respect to Parent) are free and clear of all Liens except as
permitted under this Agreement. 


5.14  Margin Regulations; Investment
Company Act; Public Utility Holding Company Act; REIT and Tax Status; Stock
Exchange Listing.  



	No Borrower is engaged or will engage, principally or as
one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock.
Following the application of the proceeds of each Borrowing or drawing under
each Letter of Credit, not more than 25% of the value of the assets subject to
the provisions of Section 7.01 or subject to any restriction contained in any
agreement or instrument between the Borrowers, and any Lender or any Affiliate
of any Lender relating to Indebtedness and within the scope of Section 8.01(e)
will be margin stock.


	None of the Borrowers, any Person Controlling the
Borrowers, or any Subsidiary (i) is a "holding company," or a "subsidiary
company" of a "holding company," or an "affiliate" of a "holding company" or of
a "subsidiary company" of a "holding company," within the meaning of the Public
Utility Holding Company Act of 1935, or (ii) is or is required to be registered
as an "investment company" under the Investment Company Act of 1940.


	Except as disclosed to Administrative Agent, as of the
Closing Date, none of Borrowers nor any Wholly-Owned Subsidiary is a "foreign
person" within the meaning of Section 1445(f)(3) of the Code.


	The Parent currently has REIT Status and has maintained
REIT Status on a continuous basis since its formation.  The shares of common
stock of the Parent are listed on the NYSE, American Stock Exchange or NASDAQ
Stock Exchange.

5.15  Disclosure.  Each Borrower
has disclosed to the Administrative Agent and the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its
Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect.  No report, financial statement, certificate or other
information furnished by or on behalf of any Borrower to the Administrative
Agent or any Lender in connection with the transactions contemplated hereby and
the negotiation of this Agreement or delivered hereunder or under any other Loan
Document (in each case, taken as a whole and as modified or supplemented by
other information so furnished) contains any material misstatement of fact or
omits to state any material fact necessary to make the statements therein, in
the light of the circumstances under which they were made, not materially
misleading; provided that, with respect to projected financial
information, the Borrowers represent only that such information was prepared in
good faith based upon assumptions believed to be reasonable at the time made (it
being understood that such financial projections are subject to uncertainties
and contingencies, which may be beyond the control of the Borrowers and their
Subsidiaries and that no assurance is given by the Borrowers that such
projections will be realized).


5.16  Compliance with Laws.  Each
Borrower and each of its Subsidiaries are in compliance in all material respects
with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its properties, except in such instances in which (a)
such requirement of Law or order, writ, injunction or decree is being contested
in good faith by appropriate proceedings diligently conducted or (b) the failure
to comply therewith, either individually or in the aggregate, could not
reasonably be expected to have a Material Adverse Effect.


5.17  Intellectual Property;
Licenses, Etc. Each Borrower and each of its Subsidiaries own, or possess
the right to use, all of the trademarks, service marks, trade names, copyrights,
patents, patent rights, franchises, licenses and other intellectual property
rights (collectively, "IP Rights") that are reasonably necessary for the
operation of their respective businesses, without conflict with the rights of
any other Person except to the extent that failure to so own or possess such IP
Rights could not reasonably be expected to have a Material Adverse Effect.  No
claim or litigation regarding any of the foregoing is pending or, to the
knowledge of the Borrowers, threatened, which, either individually or in the
aggregate, could reasonably be expected to have a Material Adverse
Effect


5.18  Initial Pool Properties.
The Initial Pool Properties described on Schedule 1.01A are, as of
the Closing Date, Qualified Unencumbered Asset Pool Properties and comprise the
initial Unencumbered Asset Pool.


5.19  Property.  All of the
Borrowers' and their respective Subsidiaries' properties are in good repair and
condition, subject to ordinary wear and tear, other than with respect to
deferred maintenance existing as of the date of acquisition of such property and
except for such defects relating to properties other than properties in the
Unencumbered Asset Pool which would not have a Material Adverse Effect.  The
Borrowers further have completed or caused to be completed an appropriate
investigation of the environmental condition of each such property as of the
later of (a) the date of the Borrowers' or such Subsidiaries' purchase
thereof or (b) the date upon which such property was last security for
Indebtedness of such Borrower or such Subsidiary if such financing was not
closed on or about the date of the acquisition of such property, including
preparation of a "Phase I" report and, if appropriate, a "Phase II" report, in
each case prepared by a recognized environmental consultant in accordance with
customary standards which discloses that such property is not in violation of
the representations and covenants set forth in this Agreement, unless such
violation as to properties in the Unencumbered Asset Pool has been disclosed in
writing to the Administrative Agent and satisfactory remediation actions are
being taken.  There are no unpaid or outstanding real estate or other taxes or
assessments on or against any property of any Borrower or any of their
respective Subsidiaries which are payable by such Person (except only real
estate or other taxes or assessments, that are not yet due and payable).  There
are no pending eminent domain proceedings against any property included within
the Unencumbered Asset Pool, and, to the knowledge of the Borrowers, no such
proceedings are presently threatened or contemplated by any taking authority
which may individually or in the aggregate have a Material Adverse Effect.  None
of the property of Borrowers or their respective Subsidiaries is now damaged or
injured as a result of any fire, explosion, accident, flood or other casualty in
any manner which individually or in the aggregate would have a Material Adverse
Effect.  The Real Property owned by Parent, each of the other Borrowers and
their respective Subsidiaries as of the date hereof is set forth on Schedule
5.19 hereto.


5.20  Brokers.  None of the
Borrowers nor any of their respective Subsidiaries has engaged or otherwise
dealt with any broker, finder or similar entity in connection with this
Agreement or the Loans contemplated hereunder.


5.21  Other Debt.  None of the
Borrowers or any of their respective Subsidiaries is in default (after
expiration of all applicable grace and cure periods) in the payment of any other
Indebtedness or under any mortgage, deed of trust, security agreement, financing
agreement or indenture involving Indebtedness of $10,000,000 or more or under
any other material agreement or lease to which any of them is a party.  None of
the Borrowers is a party to or bound by any agreement, instrument or indenture
that may require the subordination in right or time of payment of any of the
Obligations to any other indebtedness or obligation of such Borrower.
Schedule 5.21 hereto sets forth all of the Indebtedness consisting of
Secured Debt and Recourse Debt of the Borrowers and their respective
Subsidiaries as of the date hereof.


5.22  Solvency.  As of the
Closing Date and after giving effect to the transactions contemplated by this
Agreement and the other Loan Documents, including all of the Loans made or to be
made hereunder, Borrowers and their Subsidiaries (on a consolidated basis) are
solvent on a balance sheet basis such that the sum of the Borrowers' and their
Subsidiaries' assets exceeds the sum of the Borrowers' and their Subsidiaries'
liabilities, the Borrowers and their Subsidiaries are able to pay their debts as
they become due, and the Borrowers and their Subsidiaries have sufficient
capital to carry on their business.


5.23  No Fraudulent Intent.
Neither the execution and delivery of this Agreement or any of the other Loan
Documents nor the performance of any actions required hereunder or thereunder is
being undertaken by any Borrower with or as a result of any actual intent by any
of such Persons to hinder, delay or defraud any entity to which any of such
Persons is now or will hereafter become indebted.


5.24  Transaction in Best Interests
of Borrowers; Consideration.  The transaction evidenced by this Agreement
and the other Loan Documents is in the best interests of the Borrowers.  The
direct and indirect benefits to inure to the Borrowers pursuant to this
Agreement and the other Loan Documents constitute substantially more than
"reasonably equivalent value" (as such term is used in Section 548 of the
Bankruptcy Code) and "valuable consideration," "fair value," and "fair
consideration" (as such terms are used in any applicable state fraudulent
conveyance law), in exchange for the benefits to be provided by the Borrowers
pursuant to this Agreement and the other Loan Documents, and but for the
willingness of the Borrowers to be jointly and severally liable as co-borrowers
for the Loan, Borrowers would be unable to obtain the financing contemplated
hereunder which financing will enable the Borrowers and their respective
Subsidiaries to have available financing to conduct and expand their
business.


5.25  No Bankruptcy Filing.  None
of the Borrowers nor any of their respective Subsidiaries is contemplating
either the filing of a petition by it under any state or federal bankruptcy or
insolvency laws or the liquidation of its assets or property, and none of the
Borrowers has any knowledge of any Person contemplating the filing of any such
petition against it or any of such other Persons.


5.26  Tax Shelter Representation.
The Borrowers do not intend to treat the Loans, the Letters of Credit and/or
related transactions as being a "reportable transaction" (within the meaning of
Treasury Regulation Section 1.6011-4).  In the event the Borrowers determine to
take any action inconsistent with such intention, they will promptly notify the
Administrative Agent thereof.  If the Borrowers so notify the Administrative
Agent, the Borrowers acknowledge that one or more of the Lenders may treat its
Loans and/or Letters of Credit as part of a transaction that is subject to
Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as
applicable, will maintain the lists and other records required by such Treasury
Regulation.


ARTICLE VI.

AFFIRMATIVE COVENANTS



So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder (other than contingent
indemnity obligations) shall remain unpaid or unsatisfied, or any Letter of
Credit shall remain outstanding (unless a replacement letter of credit or cash
collateral reasonably satisfactory to the L/C Issuer has been provided to the
L/C Issuer), the Borrowers shall, and shall (except in the case of the covenants
set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to:


6.01  Financial Statements.
Deliver to the Administrative Agent and each Lender, in form and detail
reasonably satisfactory to the Administrative Agent:



	As soon as practicable, and in any event within 60 days
after the end of each fiscal quarter (other than the fourth fiscal quarter in
any fiscal year), the consolidated balance sheet of Parent and its Subsidiaries
as at the end of such fiscal quarter and the consolidated statements of
operations and cash flows for such fiscal quarter, and the portion of the fiscal
year ended with such fiscal quarter, all in reasonable detail.  Such financial
statements shall be certified by a Responsible Officer of Parent as fairly
presenting in all material respects the financial condition, results of
operations and cash flows of Parent and its Subsidiaries in accordance with GAAP
(other than footnote disclosures), consistently applied, as at such date and for
such periods, subject only to normal year-end accruals and audit
adjustments;


	As soon as practicable, and in any event within 60 days
after the end of each fiscal quarter (other than the fourth fiscal quarter in
any fiscal year), a Compliance Certificate setting forth the Debt Rating (if
applicable) and a calculation of the Leverage Ratio as of the last day of such
fiscal quarter, and providing reasonable detail as to the calculation thereof;



	As soon as practicable, and in any event within 60 days
after the end of each fiscal quarter, statements of operating income for such
fiscal quarter and fiscal year to date for each of the Revenue-Producing
Properties in the Unencumbered Asset Pool and a summary Rent Roll for each of
the Revenue-Producing Properties in the Unencumbered Asset Pool, each in
reasonable detail; and


	As soon as practicable, and in any event within 90 days
after the end of each fiscal year, the consolidated balance sheet of Parent and
its Subsidiaries as at the end of such fiscal year and the consolidated
statements of operations, stockholders' equity and cash flows, in each case of
Parent and its Subsidiaries for such fiscal year, all in reasonable detail.
Such financial statements shall be prepared in accordance with GAAP,
consistently applied, and shall be accompanied by a report of Ernst & Young
LLP or other independent public accountants of recognized standing selected by
Parent and reasonably satisfactory to the Required Lenders (any "Big 4"
accounting firm shall be deemed satisfactory to the Required Lenders), which
report shall be prepared in accordance with generally accepted auditing
standards as at such date, and shall not be subject to any "going concern" or
like qualifications or exception or any qualification or exception as to the
scope of the audit.

6.02  Certificates; Other
Information.  Deliver to the Administrative Agent, in form and detail
satisfactory to the Administrative Agent:



	As soon as practicable, and in any event no later than 60
days after the commencement of each fiscal year, a budget and projection by
fiscal quarter for that fiscal year and by fiscal year for the next two
succeeding fiscal years, including for the first such fiscal year,
projected consolidated balance sheets, statements of operations and statements
of cash flow and, for the second and third such fiscal years, projected
consolidated condensed balance sheets and statements of operations and cash
flows, of Parent and its Subsidiaries, all in reasonable detail;


	Promptly after request by the Administrative Agent or any
Lender, copies of any detailed audit reports, management letters or
recommendations submitted to the board of directors (or the audit committee of
the board of directors) of Parent by independent accountants in connection with
the accounts or books of Parent or any of its Subsidiaries, or any audit of any
of them;


	Promptly after the same are available, and in any event
within five (5) Business Days after filing with the SEC, copies of each annual
report, proxy or financial statement or other report or communication sent to
the stockholders of Parent, and copies of all publicly available annual,
regular, periodic and special reports and registration statements which Parent
may file or be required to file with the Securities and Exchange Commission
under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended,
and not otherwise required to be delivered to the Lenders pursuant to Section
6.01 or other provisions of this Section 6.02;


	Promptly upon a Responsible Officer becoming aware, and
in any event within five (5) Business Days after becoming aware, of the
occurrence of any (i) "reportable event" (as such term is defined in Section
4043 of ERISA, but excluding such events as to which the PBGC has by regulation
waived the requirement therein contained that it be notified within thirty days
of the occurrence of such event) or (ii) non-exempt "prohibited transaction" (as
such term is defined in Section 406 of ERISA or Section 4975 of the Code)
involving any Pension Plan or any trust created thereunder that could reasonably
be expected to give rise to a material liability, telephonic notice specifying
the nature thereof, and, no more than two (2) Business Days after such
telephonic notice, written notice again specifying the nature thereof and
specifying what action Borrowers are taking or propose to take with respect
thereto, and, when known, any action taken by the IRS with respect
thereto;


	As soon as practicable, and in any event within two (2)
Business Days after a Responsible Officer becomes aware of the existence of any
condition or event which constitutes a Default or Event of Default, telephonic
notice specifying the nature and period of existence thereof, and, no more than
two (2) Business Days after such telephonic notice, written notice again
specifying the nature and period of existence thereof and specifying what action
Borrowers are taking or propose to take with respect thereto;


	Promptly upon a Responsible Officer becoming aware that
(i) any Person has commenced a legal proceeding with respect to a claim against
Borrowers that is $10,000,000 or more in excess of the amount thereof that is
fully covered by insurance, (ii) any creditor under a credit agreement involving
Indebtedness of $10,000,000 or more or any lessor under a lease involving
aggregate rent of $10,000,000 or more has asserted a default thereunder on the
part of Borrowers or (iii) any Person has commenced a legal proceeding with
respect to a claim against Borrowers under a contract (that is not a credit
agreement or material lease) in excess of $10,000,000 or which otherwise may
reasonably be expected to result in a Material Adverse Effect, a written notice
describing the pertinent facts relating thereto and what action Borrowers are
taking or propose to take with respect thereto;


	Not later than sixty (60) days after the end of each
fiscal quarter of the Borrowers (including the fourth fiscal quarter in each
year), (i) a statement listing the properties of Parent and its respective
Subsidiaries which are Development Investments and providing a brief summary of
the status of such development, and (ii) an updated Schedule 5.13
containing a current listing of all then existing Subsidiaries;


	Simultaneously with the delivery of the financial
statements referred to in Section 6.01(d) above (if such information is not
otherwise included in the financial statements or other information presented to
the Lenders pursuant to this Section 6.02), a statement (which may be included
in the Compliance Certificates) listing (i) the Real Property owned by Parent
and its Subsidiaries (or in which Parent or its Subsidiaries owns an interest)
and stating the location thereof, (ii) the Indebtedness of Parent and its
Subsidiaries, which statement shall include, without limitation, a statement of
the current amount outstanding, the holder thereof and the collateral provided
for such Indebtedness, (iii) a list setting forth the following information with
respect to each new Subsidiary or Controlled Entity of any of the Borrowers: the
name, type of organization and ownership of the Subsidiary or Controlled Entity,
a description of the Real Property owned by such Subsidiary or Controlled
Entity, and (iv) such other information as the Administrative Agent may
reasonably request;


	Promptly upon a Responsible Officer becoming aware of a
change in the credit rating given by a Rating Agency to Parent's long-term
senior unsecured debt or any announcement that any rating is "under review" or
that such rating has been placed on a watch list or that any similar action has
been taken by a Rating Agency, written notice of such change, announcement or
action;


	Such other data and information as from time to time may
be reasonably requested by the Administrative Agent or the Required Lenders;
and


	Promptly after the Borrowers have notified the
Administrative Agent of any intention by the Borrowers to treat the Loans and/or
the Letters of Credit and related transactions as being a "reportable
transaction" (within the meaning of Treasury Regulation Section 1.6011-4), a
duly completed copy of IRS Form 8886 or any successor form.  

Documents required to be delivered pursuant to this
Agreement (to the extent any such documents are included in materials
otherwise filed with the SEC) may be delivered electronically and if so
delivered, shall be deemed to have been delivered on the date (i) on which
the Borrowers post such documents, or provide a link thereto on the Borrowers'
website on the Internet at the website address listed on
Schedule 10.02; or (ii) on which such documents are posted on the
Borrowers' behalf on an Internet or intranet website, if any, to which each
Lender and the Administrative Agent have access (whether a commercial, third-
party website or whether sponsored by the Administrative Agent), including the
SEC's EDGAR website; provided that: (i) the Borrowers shall deliver paper
copies of such documents to the Administrative Agent for any Lender that
requests the Borrowers to deliver such paper copies until a written request to
cease delivering paper copies is given by the Administrative Agent or such
Lender and (ii) except with respect to current reports on Form 8-K, the
Borrowers shall notify the Administrative Agent (by telecopier or electronic
mail) of the posting of any such documents and provide to the Administrative
Agent by electronic mail, electronic versions (i.e., soft copies) of such
documents.  Notwithstanding anything contained herein, in every instance the
Borrowers shall be required to provide paper copies of the Compliance
Certificates required by Section 6.03 to the Administrative Agent.  Except for
such Compliance Certificates, the Administrative Agent shall have no obligation
to request the delivery or to maintain copies of the documents referred to
above, and in any event shall have no responsibility to monitor compliance by
the Borrowers with any such request for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of
such documents.

The Borrowers hereby acknowledge that (a) the Administrative
Agent and/or the Arrangers will make available to the Lenders and the L/C Issuer
materials and/or information provided by or on behalf of the Borrowers hereunder
(collectively, "Borrower Materials") by posting the Borrower Materials on
IntraLinks or another similar electronic system (the "Platform") and (b)
certain of the Lenders may be "public-side" Lenders (i.e., Lenders that
do not wish to receive material non-public information with respect to the
Borrowers or their securities) (each, a "Public Lender").  The Borrowers
hereby agree that (w) all Borrower Materials (other than SEC Reports) that are
to be made available to Public Lenders shall be clearly and conspicuously marked
"PUBLIC" which, at a minimum, shall mean that the word "PUBLIC" shall appear
prominently on the first page thereof; (x) by marking Borrower Materials
"PUBLIC," the Borrowers shall be deemed to have authorized the Administrative
Agent, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower
Materials as either publicly available information or not material information
(although it may be sensitive and proprietary) with respect to the Borrowers or
their securities for purposes of United States Federal and state securities
laws; (y) all SEC Reports and all Borrower Materials marked "PUBLIC" are
permitted to be made available through a portion of the Platform designated
"Public Investor;" and (z) the Administrative Agent and the Arrangers shall be
entitled to treat any Borrower Materials (other than SEC Reports) that are not
marked "PUBLIC" as being suitable only for posting on a portion of the Platform
not designated "Public Investor."  The Borrowers shall be in compliance with all
requirements to deliver information under this Agreement if they have made such
information available to the Administrative Agent and, to the extent required,
Lenders other than Public Lenders, and the failure of Public Lenders to receive
information made available to other Lenders shall not result in any breach of
this Agreement.


6.03  Compliance Certificates.
So long as any Loan remains unpaid, or any other Obligation remains unpaid or
unperformed, or any portion of the Commitments remains outstanding, Borrowers
shall, at Borrowers' sole expense, deliver to the Administrative Agent for
distribution by it to the Lenders concurrently with the financial statements
required pursuant to Sections 6.01(a) and 6.01(e), Compliance
Certificates signed by a Responsible Officer.


6.04  Payment of Obligations.
Pay and discharge as the same shall become due and payable, all material tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrowers or such Subsidiary prior to the
imposition of such Lien, except that Borrowers and their respective
Subsidiaries shall not be required to pay or cause to be paid (a) any tax,
assessment, charge, levy or claim that is not yet past due, or is being
contested in good faith by appropriate proceedings so long as the relevant
entity has established and maintains adequate reserves for the payment of the
same or (b) any immaterial tax or claim so long as no material Property of
Borrowers or their Subsidiaries is at immediate risk of being seized, levied
upon or forfeited.


6.05  Preservation of Existence,
Etc. (a) Preserve, renew and maintain in full force and effect the legal
existence and good standing of the Borrowers under the Laws of the jurisdiction
of its organization except in a transaction permitted by Sections 7.04, or
10.21; (b) take all reasonable action to maintain all rights, privileges,
permits, licenses and franchises necessary or desirable in the normal conduct of
its business, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (c) preserve or renew all of its
registered patents, trademarks, trade names and service marks, the non-
preservation of which could reasonably be expected to have a Material Adverse
Effect.


6.06  Maintenance of Properties.
(a) Maintain, preserve and protect all of its material properties and equipment
necessary in the operation of its business in good working order and condition,
ordinary wear and tear excepted and subject to exceptions for extraordinary or
reasonably unforeseeable events; (b) make all necessary repairs thereto and
renewals and replacements thereof in a reasonably timely manner except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.


6.07  Maintenance of Insurance.
Maintain liability, casualty and other insurance (subject to customary
deductibles and retentions) with responsible insurance companies in such amounts
and against such risks as is carried by responsible companies engaged in similar
businesses and owning similar assets in the general areas in which Borrowers or
such Subsidiaries, as applicable, operate.


6.08  Compliance with Laws.
Comply in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its business or
property, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse
Effect.


6.09  Books and Records.
(a) Maintain proper books of record and account, in which entries true and
correct in all material respects are made in conformity with GAAP consistently
applied; and (b) maintain such books of record and account in material
conformity with all applicable requirements of any Governmental Authority having
regulatory jurisdiction over the Borrowers and their Subsidiaries, as the case
may be.


6.10  Inspection Rights.  Permit
the Lenders, through the Administrative Agent or any representative designated
by the Administrative Agent, at the Borrowers' expense, to visit and inspect any
of the properties of the Borrowers or any of their respective Subsidiaries
(subject to the rights of any tenants), to examine the books of account of the
Borrowers and their respective Subsidiaries (and to make copies thereof and
extracts therefrom) and to discuss the affairs, finances and accounts of the
Borrowers and their respective Subsidiaries with, and to be advised as to the
same by, their Responsible Officers, all at such reasonable times (typically
during normal business hours) and intervals as the Administrative Agent or any
Lender may reasonably request upon not less than four (4) Business Days notice;
provided, however, that inspections made at the Borrowers' expense shall be
limited to once per year, unless an Event of Default shall have occurred and be
continuing.  The Lenders shall use good faith efforts to coordinate such visits
and inspections so as to minimize the interference with and disruption to the
Borrowers' or such Subsidiaries' normal business operations.  Notwithstanding
anything to the contrary in this Section 6.10, no Borrower nor any of their
Subsidiaries will be required to disclose, permit the inspection, examination or
making of extracts, or discussion of, any document, information or other matter
that (i) in respect of which disclosure to the Administrative Agent (or its
designated representative) or any Lender is then prohibited by law or any
agreement binding or any Borrower or any of its Subsidiaries or (ii) is subject
to attorney-client or similar privilege or constitutes attorney work
product.


6.11  Use of Proceeds.  Use the
proceeds of any Credit Extensions for general corporate purposes (including
permitted Investments and acquisitions) not in contravention of any Laws or any
Loan Documents. 


6.12  Distributions of Income to the
Borrowers.  Cause all of their respective Wholly-Owned Subsidiaries that are
not parties to this Agreement as a Borrower (such Wholly-Owned Subsidiaries are
referred to in this Section 6.12 as "Non-Borrower Subsidiaries") to promptly
transfer to such Borrower (but not less frequently than once each fiscal quarter
of such Borrower), whether in the form of dividends, distributions or otherwise,
all profits, proceeds or other income relating to or arising from its Non-
Borrower Subsidiaries' use, operation, financing, refinancing, sale or other
disposition of their respective assets and properties in excess of $2,500,000 in
the aggregate after (a) the payment by each Non-Borrower Subsidiary of its
Debt Service and operating expenses for such quarter and (b) the
establishment of reasonable reserves for the payment of operating expenses not
paid on at least a quarterly basis and capital improvements to be made to such
Non-Borrower Subsidiary's assets and properties. 


6.13  Unencumbered Asset
Pool.



	Cause each of the Revenue-Producing Properties in the
Unencumbered Asset Pool to satisfy all of the following conditions: 



	the Revenue-Producing Properties shall be owned by a
Borrower or leased by a Borrower pursuant to a Mortgageable Ground Lease
(subject to the terms of this Agreement); 


	no more than 25% of the Asset Value of the Revenue-
Producing Properties in the Unencumbered Asset Pool may be leased by a Borrower
pursuant to a Mortgageable Ground Lease; and


	the Revenue-Producing Properties in the Unencumbered
Asset Pool shall consist solely of Revenue-Producing Properties which have an
aggregate occupancy level (on a portfolio basis) of at least 80% as of the end
of the previous four fiscal quarters of the Borrowers based on bona fide, arms-
length tenant leases which are in full force and effect requiring current rental
payments and which are in good standing.  


	Provide to the Administrative Agent on and as of the
Closing Date as part of the Compliance Certificate (i) a list of the
Revenue-Producing Properties in the Unencumbered Asset Pool, (ii) the
certification of a Responsible Officer of the Borrowers of the Asset Values of
such properties and that such properties are in compliance with Section 6.13,
(iii) operating statements setting forth the NOI for each of the Revenue-
Producing Properties in the Unencumbered Asset Pool for the previous four fiscal
quarters (or such shorter period as the Revenue-Producing Property has been held
by the Borrowers if such statements are not available to Borrowers) certified as
true and correct by a Responsible Officer of the Borrowers, and (iv) a
certificate that the Revenue-Producing Properties in the Unencumbered Asset Pool
comply with the terms of Sections 5.09 and 5.19.  If all or any material portion
of a Revenue-Producing Property within the Unencumbered Asset Pool shall be
materially damaged or taken by condemnation, then such property shall no longer
be a part of the Unencumbered Asset Pool unless and until any damage to such
Revenue-Producing Property is repaired or restored, such Revenue-Producing
Property becomes fully operational and the Administrative Agent shall receive
evidence satisfactory to the Administrative Agent of the value and NOI of such
Revenue-Producing Property following such repair or restoration.

6.14  Revenue-Producing Property.
Cause each Revenue-Producing Property in the Unencumbered Asset Pool to remain a
Qualified Unencumbered Asset Pool Property so long as it is in the Unencumbered
Asset Pool; provided that nothing herein shall preclude the removal of
any Revenue-Producing Property from the Unencumbered Asset Pool in accordance
with this Agreement.


6.15  Additional Borrowers.
Cause each Wholly-Owned Subsidiary of Parent which is not then a Borrower and
which holds a Revenue-Producing Property which becomes part of the Unencumbered
Asset Pool, to execute and deliver a joinder agreement concurrently with the
addition of such Revenue-Producing Property to the Unencumbered Asset
Pool.


ARTICLE VII.

NEGATIVE COVENANTS



So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder (other than contingent
indemnity obligations) shall remain unpaid or unsatisfied, or any Letter of
Credit (unless a replacement letter of credit or cash collateral reasonably
satisfactory to the L/C Issuer has been provided to the L/C Issuer shall remain
outstanding, each Borrower shall not, nor shall it permit any Subsidiary to,
directly or indirectly:


7.01  Liens.  Create, incur,
assume or suffer to exist any Lien upon any of its property, assets or revenues,
whether now owned or hereafter acquired, other than the following: 



	inchoate Liens incident to construction on or maintenance
of Property; or Liens incident to construction on or maintenance of Property now
or hereafter filed of record for which adequate reserves have been set aside (or
deposits made pursuant to applicable Law) and which are being contested in good
faith by appropriate proceedings and have not proceeded to judgment, provided
that, by reason of nonpayment of the obligations secured by such Liens, no such
Property is subject to a material impending risk of loss or forfeiture;


	Liens for taxes and assessments on Property which are not
yet past due; or Liens for taxes and assessments on Property for which adequate
reserves have been set aside and are being contested in good faith by
appropriate proceedings and have not proceeded to judgment, provided that, by
reason of nonpayment of the obligations secured by such Liens, no such Property
is subject to a material impending risk of loss or forfeiture;


	defects and irregularities in title to any Property which
would not reasonably be expected to result in a Material Adverse
Effect;


	easements, exceptions, reservations, or other agreements
for the purpose of pipelines, conduits, cables, wire communication lines, power
lines and substations, streets, trails, walkways, drainage, irrigation, water,
and sewerage purposes, dikes, canals, ditches, the removal of oil, gas, coal, or
other minerals, and other like purposes affecting Property in the ordinary
course;


	easements, exceptions, reservations, or other agreements
for the purpose of facilitating the joint or common use of Property in or
adjacent to a shopping center or similar project affecting Property in the
ordinary conduct of the business of the applicable Person;


	rights reserved to or vested in any Governmental
Authority to control or regulate, or obligations or duties to any Governmental
Authority with respect to, the use of any Property;


	rights reserved to or vested in any Governmental
Authority to control or regulate, or obligations or duties to any Governmental
Authority with respect to, any right, power, franchise, grant, license, or
permit;


	present or future zoning laws and ordinances or other
laws and ordinances restricting the occupancy, use, or enjoyment of Property in
the ordinary conduct of the business of the applicable Person;


	statutory Liens, other than those described in clauses
(a) or (b) above, arising in the ordinary course of business (but not in
connection with the incurrence of any Indebtedness) with respect to obligations
which are not delinquent or are being contested in good faith, provided that, if
delinquent, adequate reserves have been set aside with respect thereto and, by
reason of nonpayment, no Property is subject to a material impending risk of
loss or forfeiture;


	covenants, conditions, and restrictions affecting the use
of Property which may not give rise to any Lien against such Property in the
ordinary conduct of the business of the applicable Person;


	rights of tenants as tenants only under leases and rental
agreements covering Property entered into in the ordinary course of business of
the Person owning such Property;


	Liens consisting of pledges or deposits to secure
obligations under workers' compensation laws or similar legislation, including
Liens of judgments thereunder which are not currently dischargeable;


	Liens consisting of pledges or deposits of Property to
secure performance in connection with operating leases made in the ordinary
course of business, provided the aggregate value of all such pledges and
deposits in connection with any such lease does not at any time exceed 20% of
the annual fixed rentals payable under such lease;


	Liens consisting of deposits of Property to secure bids
made with respect to, or performance of, contracts (including Liens securing
surety or performance bonds);


	Liens consisting of any right of offset, or statutory
bankers' lien, on bank deposit accounts maintained in the ordinary course of
business so long as such bank deposit accounts are not established or maintained
for the purpose of providing such right of offset or bankers' lien;


	Liens consisting of deposits of Property to secure
statutory obligations of Borrowers;


	Liens created by or resulting from any litigation or
legal proceeding in the ordinary course of business which is currently being
contested in good faith by appropriate proceedings, provided that, adequate
reserves have been set aside and no material Property is subject to a material
impending risk of loss or forfeiture; 


	other nonconsensual Liens incurred in the ordinary course
of business but not in connection with the incurrence of any Indebtedness, which
do not individually involve amounts in excess of $2,000,000 or in the aggregate
involve amounts in excess of $5,000,000; and


	Liens securing Secured Debt not prohibited by this
Agreement.

7.02  Investments.  Make any
Investments, except:



	Investments held by any Borrower or any of its
Subsidiaries in the form of Cash, Cash Equivalents or short-term
marketable securities;


	advances to officers, directors and employees of any
Borrower or any of its Subsidiaries for travel, entertainment, relocation and
similar ordinary business purposes


	Investments of the Borrowers in any Subsidiary or any
other Borrower, Investments of any Subsidiary in the Borrowers or in another
Subsidiary and Investments in any Person that, as a result of or in connection
with such Investment, becomes or will become a Subsidiary of a
Borrower;


	Investments consisting of extensions of credit in the
nature of accounts receivable or notes receivable arising from the grant of
trade credit in the ordinary course of business, and Investments received in
satisfaction or partial satisfaction thereof from financially troubled account
debtors to the extent reasonably necessary in order to prevent or limit
loss;


	Investments in Real Property of the Borrower and their
Subsidiaries consisting of improved real estate property used principally for
office, office/laboratory, research, or manufacturing/warehouse purposes (and
appurtenant amenities);


	Investments in Real Property of the Borrower and their
Subsidiaries consisting of (i) Development Investments, (ii) undeveloped land
without improvements, or (iii) any other Real Property, other than an improved
real estate property used principally for office, office/laboratory, research,
or manufacturing/warehouse purposes (and appurtenant amenities); provided that
as of the most recently ended fiscal quarter, the book value of such Investments
may not exceed 25% of the Adjusted Tangible Assets.  To determine such book
value of Investments described in this Section 7.02(f) which are not owned 100%,
directly or indirectly, by Parent or any of its Subsidiaries, the book value of
such Investment shall be adjusted by multiplying the same by the Parent's or
such Subsidiaries' interest therein during the fiscal quarter of the Parent
ending as of the date of determination of such book value;


	Investments in Development Investments, provided that at
any time the aggregate cost (assuming full completion thereof) as of the date of
computation of acquiring the applicable Real Property and developing,
constructing, renovating, rehabilitating and leasing the improvements thereon
does not exceed 20% of the Adjusted Tangible Assets as of the most recently
ended fiscal quarter;


	Investments not otherwise permitted under this Section
7.02 (but subject in all events to the limitations of Sections 7.02(f) and (g)),
provided that the aggregate outstanding amount of the Investments pursuant to
this Section 7.02(h) shall not exceed 15% of the Adjusted Tangible Assets as of
the most recently-ended fiscal quarter; and

(i)Guarantees by any Borrower or any Subsidiary in
respect of Indebtedness not prohibited hereunder.


7.03  Omitted.  


7.04  Fundamental Changes.  Merge
or consolidate with or into another Person, except that, so long as no Default
or Event of Default exists or would result therefrom, Borrowers may merge or
consolidate with or into one or more Borrowers, (ii) any Subsidiary may merge or
consolidate with or into a Borrower or another Subsidiary or (iii) a merger or
consolidation that does not result in a Change in Control shall be
permitted.


7.05  Omitted.


7.06  Restricted Payments.  With
respect to any Borrower or any Wholly-Owned Subsidiary thereof, make any
Restricted Payment except (A) so long as no Event of Default shall have occurred
and be continuing or would result therefrom except unless expressly permitted or
required by this Agreement, such Restricted Payment shall be permitted (i) in an
amount not to exceed the amount which, when added to the amount of all other
Restricted Payments paid in the same fiscal quarter and the preceding three
fiscal quarters, would exceed 95% of Funds From Operations of Parent and its
Wholly-Owned Subsidiaries for the four consecutive fiscal quarters ending prior
to the fiscal quarter in which such Restricted Payment is paid, (ii) to the
extent it relates to the retirement of Preferred Equity in an amount not to
exceed any Exchange Proceeds so used notwithstanding the limitations set forth
in clause (i), and (iii) with the proceeds of sales of property notwithstanding
the limitation set forth in clause (i), and (B) in all events, Parent shall be
permitted to pay the minimum Restricted Payment required under the Code to
maintain and preserve Parent's status as a real estate investment trust under
the Code, as evidenced by a certification of a Responsible Officer of Parent
containing calculations in reasonable detail satisfactory to the Administrative
Agent, if such Restricted Payment is greater than the amount set forth in clause
(A) above; provided however, that if an Event of Default has occurred and is
continuing, Borrowers and their Wholly-Owned Subsidiaries may only make the
Restricted Payments in the minimum amount necessary to comply with Section
857(a) of the Code.  Notwithstanding the foregoing, any Subsidiary of any
Borrower, if such Subsidiary is not a Wholly-Owned Subsidiary, may declare and
make Restricted Payments to its equityholders generally so long as such Borrower
or its respective Subsidiary that owns the equity interest or interests in the
Subsidiary making such Restricted Payments receives at least its proportionate
share thereof (based upon its relative equity interests in the Subsidiary making
such Restricted Payment) provided that if an Event of Default has occurred and
is continuing, such Subsidiaries may only make Restricted Payments in the
minimum amount necessary to comply with Section 857(a) of the Code.


7.07  Change in Nature of
Business.  Make any material change in the principal nature of the business
of Borrowers, such business being the acquisition, ownership, development and
renovation of buildings for use as office or, with respect to the life science
industry only, office/laboratory, research or manufacturing/warehouse
properties.


7.08  Transactions with
Affiliates.  Enter into any transaction of any kind with any Affiliate of
Borrowers or their respective Subsidiaries other than (a) salary, bonus,
employee stock option, relocation assistance and other compensation arrangements
with directors or officers in the ordinary course of business, (b) transactions
that are fully disclosed to the board of directors of Parent and expressly
authorized by a resolution of the board of directors of Parent which is approved
by a majority of the directors not having an interest in the transaction, (c)
transactions permitted by this Agreement, (d) transactions between or among
Borrowers and Subsidiaries and (e) transactions on overall terms at least as
favorable to Borrowers or their Subsidiaries as would be the case in an arm's
length transaction between unrelated parties.


7.09  Burdensome Agreements.
Enter into any agreement, instrument or transaction which has or may have the
effect of prohibiting or limiting any Borrower's ability to pledge to
Administrative Agent the Revenue-Producing Property within the Unencumbered
Asset Pool.  Borrowers and their respective Subsidiaries, shall take such
actions as are necessary to preserve the right and ability of Borrowers to
pledge to Administrative Agent for the benefit of Lenders those Revenue-
Producing Properties without any such pledge after the date hereof causing or
permitting the acceleration (after the giving of notice or the passage of time,
or otherwise) of any other Indebtedness of Borrowers or any of their respective
Subsidiaries.  Borrowers shall, upon demand, provide to the Administrative Agent
such evidence as the Administrative Agent may reasonably require to evidence
compliance with this Section 7.09, which evidence shall include, without
limitation, copies of any agreements or instruments which would in any way
restrict or limit a Borrower's ability to pledge to Administrative Agent
Revenue-Producing Properties within the Unencumbered Asset Pool as security for
the Obligations, or which provide for the occurrence of a default (after the
giving of notice or the passage of time, or otherwise) if Revenue-Producing
Properties within the Unencumbered Asset Pool are pledged to Administrative
Agent in the future as security for the Obligations.


7.10  Use of Proceeds.  Use the
proceeds of any Credit Extension, whether directly or indirectly, and whether
immediately, incidentally or ultimately, to purchase or carry margin stock
(within the meaning of Regulation U of the FRB) or to extend credit to others
for the purpose of purchasing or carrying margin stock or to refund indebtedness
originally incurred for such purpose.


7.11  Financial
Covenants.



	Permit the Fixed Charge Coverage Ratio, as of the last
day of any fiscal quarter, to be less than 1.70:1.00;


	Permit the Secured Debt Ratio, as of the last day of any
fiscal quarter, to exceed 0.45:1.00; 


	Permit the Leverage Ratio, as of the last day of any
fiscal quarter, to exceed 0.55:1.00; 


	Permit Adjusted Tangible Net Worth, as of the last day of
any fiscal quarter, to be less than the sum of (i) $456,000,000, plus
(ii) 85% of the net issuance proceeds of all Equity Offerings from and after the
Closing Date (excluding the amount of Exchange Proceeds); and


	Permit recourse Indebtedness (whether secured or
unsecured) of Parent and its Subsidiaries (excluding the Obligations) to exceed
an amount equal to 25% of Adjusted Tangible Assets as of the most recently ended
fiscal quarter.

ARTICLE VIII.

EVENTS OF DEFAULT AND REMEDIES


8.01  Events of Default.  Any of the
following shall constitute an Event of Default:



	Non-Payment.  The Borrowers fail to pay (i) when
and as required to be paid herein, any amount of principal of any Loan or any
L/C Obligation, or (ii) within five Business Days after the same becomes due,
any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or
(iii) within five Business Days after the same becomes due, any other amount
payable hereunder or under any other Loan Document; or


	Specific Covenants.  The Borrowers fail to perform
or observe any term, covenant or agreement contained in any of Article VII;
or


	Other Defaults.  Any Borrower or Subsidiary fails
to perform or observe any other covenant or agreement (not specified in
subsection (a) or (b) above) contained in any Loan Document on its part to be
performed or observed and such failure continues for 30 Business Days following
written notice by Administrative Agent or, if such Default is not reasonably
susceptible of cure within such period, within such longer period as is
reasonably necessary to effect a cure so long as such Borrower continues to
diligently pursue cure of such Default but not in any event in excess of 60
Business Days; or


	Representations and Warranties.  Any
representation or warranty of Borrowers or any of their respective Subsidiaries
made in any Loan Document, or in any certificate or other writing delivered by
Borrowers or any of their respective Subsidiaries pursuant to any Loan Document,
proves to have been incorrect when made or reaffirmed in any respect that is
materially adverse to the interests of the Lenders; or


	Cross-Default.  Any Borrower or any of their
respective Subsidiaries (i) fails to pay (A) the principal, or any principal
installment, of (1) any Indebtedness (other than Non-Recourse Debt) of
$25,000,000 or more or (2) any Non-Recourse Debt individually or in the
aggregate of $80,000,000 or more, (B) any guaranty of Indebtedness (other than
Non-Recourse Debt) of $25,000,000 or more or (C) any guaranty of Non-Recourse
Debt individually or in the aggregate of $80,000,000 or more, on its part to be
paid, in each case when due (or within any stated grace period), whether at the
stated maturity, upon acceleration, by reason of required prepayment or
otherwise or (ii) fails to perform or observe any other term, covenant or
agreement on its part to be performed or observed, or suffers any event of
default to occur, in connection with any Indebtedness (other than Non-Recourse
Debt) of $25,000,000 or more, or of any guaranty of Indebtedness (other than
Non-Recourse Debt) of $25,000,000 or more, if as a result of such failure or
sufferance any holder or holders thereof (or an agent or trustee on its or their
behalf) has the right to declare such Indebtedness due before the date on which
it otherwise would become due or the right to require Borrowers or any such
Subsidiary to redeem or purchase, or offer to redeem or purchase, all or any
portion of such Indebtedness (provided, that for the purpose of this clause (e),
the principal amount of Indebtedness consisting of a Swap Contract shall be the
amount which is then payable by the counterparty to close out the Swap
Contract); or


	Insolvency Proceedings, Etc.  Any Borrower or any
Subsidiary institutes or consents to the institution of any proceeding under any
Debtor Relief Law, or makes an assignment for the benefit of creditors; or
applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or
any material part of its property; or any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer is appointed without
the application or consent of such Person and the appointment continues
undischarged or unstayed for 60 calendar days; or any proceeding under any
Debtor Relief Law relating to any such Person or to all or any material part of
its property is instituted without the consent of such Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered
in any such proceeding; or 


	Inability to Pay Debts; Attachment.  (i) Any
Borrower or any Subsidiary becomes unable or admits in writing its inability or
fails generally to pay its debts as they become due, or (ii) any writ or warrant
of attachment or execution or similar process is issued or levied against all or
any material part of the property of any such Person and is not released,
vacated or fully bonded within 30 days after its issue or levy; or


	Judgments.  There is entered against any Borrower
or any Subsidiary (i) a final judgment or order for the payment of money in an
aggregate amount exceeding $25,000,000 (to the extent not covered by independent
third-party insurance as to which the insurer does not dispute coverage), or
(ii) any one or more non-monetary final judgments that have, or could reasonably
be expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any creditor
upon such judgment or order, or (B) there is a period of 30 consecutive days
during which a stay of enforcement of such judgment, by reason of a pending
appeal or otherwise, is not in effect; or


	ERISA.  An ERISA Event occurs with respect to a
Pension Plan or Multiemployer Plan which has resulted or could reasonably be
expected to result in liability of the Borrowers or their Subsidiaries under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an
aggregate amount in excess of 5% of the combined total assets of such Borrowers
or Subsidiaries as of the most recent fiscal quarter, or (ii) the Borrowers or
any ERISA Affiliate fails to pay when due, after the expiration of any
applicable grace period, any installment payment with respect to its withdrawal
liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
amount in excess of 5% of the combined total assets of such Borrowers or
Subsidiaries as of the most recent fiscal quarter; or


	Invalidity of Loan Documents.  Any provision of
any Loan Document, at any time after its execution and delivery and for any
reason other than as expressly permitted hereunder or thereunder or relating to
the satisfaction in full of all the Obligations (or cash collateralization in a
manner reasonably satisfactory to the L/C Issuer with respect to outstanding
Letters of Credit), ceases to be in full force and effect; or any Borrower
contests in any manner the validity or enforceability of any provision of any
Loan Document; or any Borrower denies that it has any liability or obligation
under any Loan Document, or purports to revoke, terminate or rescind any Loan
Document; or


	Change of Control.  There occurs any Change of
Control.

8.02  Remedies Upon Event of
Default.  If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, (i)
the Required Revolving Lenders with respect to Sections 8.02(a) and (c) below,
and (ii) the Required Lenders with respect to Sections 8.02(b) and (d) below,
take any or all of the following actions:



	declare the commitment of each Revolving Lender to make
Loans and any obligation of the L/C Issuer to make L/C Credit Extensions to be
terminated, whereupon such commitments and obligation shall be terminated;



	declare the unpaid principal amount of all outstanding
Loans, all interest accrued and unpaid thereon, and all other amounts owing or
payable hereunder or under any other Loan Document to be immediately due and
payable, without presentment, demand, protest or other notice of any kind, all
of which are hereby expressly waived by the Borrowers; 


	require that the Borrowers Cash Collateralize the L/C
Obligations (in an amount equal to the then Outstanding Amount thereof);
and


	exercise on behalf of itself and the Lenders all rights
and remedies available to it and the Lenders under the Loan
Documents;

provided, however, that upon the occurrence of
an actual or deemed entry of an order for relief with respect to the Borrowers
under the Bankruptcy Code of the United States, the obligation of each Lender to
make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions
shall automatically terminate, the unpaid principal amount of all outstanding
Loans and all interest and other amounts as aforesaid shall automatically become
due and payable, and the obligation of the Borrowers to Cash Collateralize the
L/C Obligations as aforesaid shall automatically become effective, in each case
without further act of the Administrative Agent or any Lender.


8.03  Application of Funds.
After the exercise of remedies provided for in Section 8.02 (or after the
Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set
forth in the proviso to Section 8.02), any amounts received on account of the
Obligations shall be applied by the Administrative Agent in the following
order:


First, to payment of that portion of the Obligations
constituting fees, indemnities, expenses and other amounts (including fees,
charges and disbursements of counsel to the Administrative Agent and amounts
payable under Article III) payable to the Administrative Agent in its capacity
as such;


Second, to payment of that portion of the Obligations
constituting fees, indemnities and other amounts (other than principal and
interest) payable to the Lenders and the L/C Issuer (including fees, charges and
disbursements of counsel to the respective Lenders and the L/C Issuer (including
fees and time charges for attorneys who may be employees of any Lender or the
L/C Issuer) and amounts payable under Article III), ratably among them in
proportion to the amounts described in this clause Second payable to
them;

Third, to payment of that portion of the Obligations
constituting accrued and unpaid interest on the Loans, L/C Borrowings and other
Obligations, ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause Third payable to them;

Fourth, to payment of that portion of the Obligations
constituting unpaid principal of the Loans, L/C Borrowings and Obligations to
Cash Collateralize that portion of L/C Obligations comprised of the aggregate
undrawn amount of Letters of Credit, ratably among the Lenders and the L/C
Issuer in proportion to the respective amounts described in this clause
Fourth held by them; and

Last, the balance, if any, after all of the
Obligations have been paid in full, to the Borrowers or as otherwise required by
Law.

Subject to Section 2.03(c), amounts used to Cash
Collateralize the aggregate undrawn amount of Letters of Credit pursuant to
clause Fourth above shall be applied to satisfy drawings under such
Letters of Credit as they occur.  If any amount remains on deposit as Cash
Collateral after all Letters of Credit have either been fully drawn or expired,
such remaining amount shall be applied to the other Obligations, if any, in the
order set forth above.


ARTICLE IX.

ADMINISTRATIVE AGENT



9.01  Appointment and Authority.
Each of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of
America to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such
actions on its behalf and to exercise such powers as are delegated to the
Administrative Agent by the terms hereof or thereof, together with such actions
and powers as are reasonably incidental thereto.  The provisions of this Article
are solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither the Borrowers nor any other Borrower shall have rights as a
third party beneficiary of any of such provisions.


9.02  Rights as a Lender.  The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term "Lender" or
"Lenders" shall, unless otherwise expressly indicated or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates may accept
deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the
Borrowers or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.


9.03  Exculpatory Provisions.
The Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Loan Documents.  Without limiting
the generality of the foregoing, the Administrative Agent:



	shall not be subject to any fiduciary or other implied
duties, regardless of whether a Default has occurred and is continuing;


	shall not have any duty to take any discretionary action
or exercise any discretionary powers, except discretionary rights and powers
expressly contemplated hereby or by the other Loan Documents that the
Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be
expressly provided for herein or in the other Loan Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law;
and


	shall not, except as expressly set forth herein and in
the other Loan Documents, have any duty to disclose, and shall not be liable for
the failure to disclose, any information relating to the Borrowers or any of
their Affiliates that is communicated to or obtained by the Person serving as
the Administrative Agent or any of its Affiliates in any capacity.

The Administrative Agent shall not be liable for any action
taken or not taken by it (i) with the consent or at the request of the Required
Lenders or Required Revolving Lenders, as the case may be (or such other number,
percentage or class of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01 and 8.02) or (ii) in the absence of
its own gross negligence or willful misconduct.  The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice
describing such Default is given to the Administrative Agent by the Borrowers, a
Lender or the L/C Issuer.

The Administrative Agent shall not be responsible for or have
any duty to ascertain or inquire into (i) any statement, warranty or
representation made in or in connection with this Agreement or any other Loan
Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii)
the performance or observance of any of the covenants, agreements or other terms
or conditions set forth herein or therein or the occurrence of any Default, (iv)
the validity, enforceability, effectiveness or genuineness of this Agreement,
any other Loan Document or any other agreement, instrument or document or (v)
the satisfaction of any condition set forth in Article IV or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.


9.04  Reliance by Administrative
Agent. The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any
electronic message, Internet or intranet website posting or other distribution)
believed by it to be genuine and to have been signed, sent or otherwise
authenticated by the proper Person.  The Administrative Agent also may rely upon
any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to the making
of a Loan, or the issuance of a Letter of Credit, that by its terms must be
fulfilled to the satisfaction of a Lender or the L/C Issuer, the Administrative
Agent may presume that such condition is satisfactory to such Lender or the L/C
Issuer unless the Administrative Agent shall have received notice to the
contrary from such Lender or the L/C Issuer prior to the making of such Loan or
the issuance of such Letter of Credit.  The Administrative Agent may consult
with legal counsel (who may be counsel for the Borrowers), independent
accountants and other experts selected by it, and shall not be liable for any
action taken or not taken by it in accordance with the advice of any such
counsel, accountants or experts.


9.05  Delegation of Duties.  The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Loan Document by or through any
one or more sub agents appointed by the Administrative Agent.  The
Administrative Agent and any such sub agent may perform any and all of its
duties and exercise its rights and powers by or through their respective Related
Parties.  The exculpatory provisions of this Article shall apply to any such sub
agent and to the Related Parties of the Administrative Agent and any such sub
agent, and shall apply to their respective activities in connection with the
syndication of the credit facilities provided for herein as well as activities
as Administrative Agent.


9.06  Successor Administrative
Agent.  The Administrative Agent may at any time give notice of its
resignation to the Lenders, the L/C Issuer and the Borrowers.  The Required
Lenders may remove the Administrative Agent from its capacity as Administrative
Agent in the event of the Administrative Agent's willful misconduct or gross
negligence.  Upon receipt of any such notice of resignation or the removal of
the Administrative Agent as Administrative Agent hereunder, the Required Lenders
shall have the right (with the consent of the Borrowers provided there does not
exist an Event of Default at such time), to appoint a successor, which shall be
a bank with an office in the United States, or an Affiliate of any such bank
with an office in the United States.  If no such successor shall have been so
appointed by the Required Lenders (with the consent of the Borrowers provided
there does not exist an Event of Default at such time) and shall have accepted
such appointment within 30 days after the retiring Administrative Agent gives
notice of its resignation or the Required Lenders remove the Administrative
Agent hereunder, then the retiring Administrative Agent may on behalf of the
Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; provided that if the Administrative Agent
shall notify the Borrowers and the Lenders that no qualifying Person has
accepted such appointment, then such resignation shall nonetheless become
effective in accordance with such notice and (1) the retiring Administrative
Agent shall be discharged from its duties and obligations hereunder and under
the other Loan Documents (except that in the case of any collateral security
held by the Administrative Agent on behalf of the Lenders or the L/C Issuer
under any of the Loan Documents, the retiring Administrative Agent shall
continue to hold such collateral security until such time as a successor
Administrative Agent is appointed) and (2) all payments, communications
and determinations provided to be made by, to or through the Administrative
Agent shall instead be made by or to each Lender and the L/C Issuer directly,
until such time as the Required Lenders appoint a successor Administrative Agent
as provided for above in this Section.  Upon the acceptance of a successor's
appointment as Administrative Agent hereunder, such successor shall succeed to
and become vested with all of the rights, powers, privileges and duties of the
retiring (or retired) Administrative Agent, and the retiring Administrative
Agent shall be discharged from all of its duties and obligations hereunder or
under the other Loan Documents (if not already discharged therefrom as provided
above in this Section).  The fees payable by the Borrowers to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrowers and such successor.  After the
retiring Administrative Agent's resignation or removal hereunder and under the
other Loan Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring Administrative Agent, its
sub agents and their respective Related Parties in respect of any actions taken
or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.


Any resignation by Bank of America as Administrative Agent
pursuant to this Section shall also constitute its resignation as L/C Issuer and
Swing Line Lender.  Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, (a) such successor shall succeed to and become
vested with all of the rights, powers, privileges and duties of the retiring L/C
Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender
shall be discharged from all of their respective duties and obligations
hereunder or under the other Loan Documents, and (c) the successor L/C Issuer
shall issue letters of credit in substitution for the Letters of Credit, if any,
outstanding at the time of such succession or make other arrangement
satisfactory to the retiring L/C Issuer to effectively assume the obligations of
the retiring L/C Issuer with respect to such Letters of Credit.  


9.07  Non-Reliance on Administrative
Agent and Other Lenders.  Each Lender, the Swing Line Lender and the L/C
Issuer acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each Lender, the
Swing Line Lender and the L/C Issuer also acknowledges that it will,
independently and without reliance upon the Administrative Agent or any other
Lender or any of their Related Parties and based on such documents and
information as it shall from time to time deem appropriate, continue to make its
own decisions in taking or not taking action under or based upon this Agreement,
any other Loan Document or any related agreement or any document furnished
hereunder or thereunder.


9.08  No Other Duties, Etc.
Anything herein to the contrary notwithstanding, none of the Co-Documentation
Agents, Co-Syndication Agents, or Arrangers listed on the cover page hereof or
any additional titled agents which may be added thereto from time to time shall
have any powers, duties or responsibilities under this Agreement or any of the
other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the L/C Issuer hereunder.


9.09  Administrative Agent May File
Proofs of Claim.  In case of the pendency of any receivership, insolvency,
liquidation, bankruptcy, reorganization, arrangement, adjustment, composition or
other judicial proceeding relative to any Borrower, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then
be due and payable as herein expressed or by declaration or otherwise and
irrespective of whether the Administrative Agent shall have made any demand on
the Borrowers) shall be entitled and empowered, by intervention in such
proceeding or otherwise:



	to file and prove a claim for the whole amount of the
principal and interest owing and unpaid in respect of the Loans, L/C Obligations
and all other Obligations that are owing and unpaid and to file such other
documents as may be necessary or advisable in order to have the claims of the
Lenders, the L/C Issuer and the Administrative Agent (including any claim for
the reasonable compensation, indemnification, expenses, disbursements and
advances of the Lenders, the L/C Issuer and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders, the L/C
Issuer and the Administrative Agent under Sections 2.03(i) and (j), 2.09 and
10.04) allowed in such judicial proceeding; and


	to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same; and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation,
indemnification, expenses, disbursements and advances of the Administrative
Agent and its agents and counsel, and any other amounts due the Administrative
Agent under Sections 2.09 and 10.04.

Nothing contained herein shall be deemed to authorize the
Administrative Agent to authorize or consent to or accept or adopt on behalf of
any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment
or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender
in any such proceeding.


9.10  Collateral Matters.  The
Lenders, the Swing Line Lender and the L/C Issuer irrevocably authorize the
Administrative Agent, at its option and in its discretion and the Administrative
Agent hereby agrees:



	to release any Lien on any property granted to or held by
the Administrative Agent under any Loan Document (i) upon termination of the
Aggregate Commitments and payment in full of all Obligations (other than
contingent indemnification obligations) and the expiration or termination of all
Letters of Credit (unless cash collateralized or supported by a letter of credit
of manner satisfactory to the L/C Issuer), (ii) that is sold or to be sold as
part of or in connection with any sale not prohibited hereunder or under any
other Loan Document, or (iii) subject to Section 10.01, if approved, authorized
or ratified in writing by the Required Lenders; and


	to release a Borrower from liability for the Obligations
in accordance with Section 10.21.

Upon request by the Administrative Agent at any time, the
Required Lenders will confirm in writing the Administrative Agent's authority to
release or subordinate its interest in particular types or items of
property.


9.11  No Obligations of
Borrowers.  Nothing contained in this Article IX shall be deemed to impose
upon Borrowers any obligation in respect of the due and punctual performance by
the Administrative Agent of its obligations to the Lenders under any provision
of this Agreement, and Borrowers shall have no liability to the Administrative
Agent or any of the Lenders in respect of any failure by the Administrative
Agent or any Lender to perform any of its obligations to the Administrative
Agent or the Lenders under this Agreement.  Without limiting the generality of
the foregoing, where any provision of this Agreement relating to the payment of
any amounts due and owing under the Loan Documents provides that such payments
shall be made by Borrowers to the Administrative Agent for the account of the
Lenders, Borrowers' obligations to the Lenders in respect of such payments shall
be deemed to be satisfied upon the making of such payments to the Administrative
Agent in the manner provided by this Agreement.


ARTICLE X.

MISCELLANEOUS



10.01  Amendments, Etc. No amendment
or waiver of any provision of this Agreement or any other Loan Document, and no
consent to any departure by the Borrowers therefrom, shall be effective unless
in writing signed by the Required Lenders (or the Administrative Agent with the
written concurrence of the Required Lenders) and the Borrowers, and each such
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall:



	waive any condition set forth in Section 4.01(a) without
the written consent of each Lender;


	extend or increase the Commitment of any Lender (or
reinstate any Commitment terminated pursuant to Section 8.02) without the
written consent of such Lender (subject to Sections 2.14 and 2.15);


	postpone any date fixed by this Agreement or any other
Loan Document for any payment of principal or payment of interest, fees or other
amounts due to the Lenders (or any of them) hereunder or under any other Loan
Document without the written consent of each Lender directly affected thereby
(subject to Section 2.14);


	reduce the principal of, or the rate of interest
specified herein on, any Loan or L/C Borrowing, or (subject to clause (iv) of
the second proviso to this Section 10.01) any fees or other amounts payable
hereunder or under any other Loan Document without the written consent of each
Lender directly affected thereby; provided, however, that only the
consent of the Required Lenders shall be necessary (i) to amend the definition
of "Default Rate" or to waive any obligation of the Borrowers to pay interest at
the Default Rate or Letter of Credit Fees (subject to clause (i) of the second
proviso to this Section 10.01) at the Default Rate or (ii) to amend any
financial covenant hereunder (or any defined term used therein);


	change Section 2.13 or Section 8.03 in a manner that
would alter the pro rata sharing of payments required thereby without the
written consent of each Lender;


	change any provision of this Section or the definition of
"Required Lenders" or "Required Revolving Lenders" or any other provision hereof
specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any
consent hereunder, without the written consent of each Lender;


	release any Parent, Operating Partnership, QRS or ARE as
a Borrower hereunder or substantially all of the other Borrowers; or


	impose any greater restriction on the ability of any
Lender to assign any of its rights or obligations hereunder without the written
consent of Required Lenders having more than 66-2/3% of the Total Outstandings
then in effect within each of the following classes of Commitments, Loans and/or
other Credit Extensions:  (i) the class consisting of the Revolving Commitments,
and (ii) the class consisting of the Term Loan Commitments; 

and, provided further, that (i) no amendment,
waiver or consent shall, unless in writing and signed by the L/C Issuer in
addition to the Lenders required above, affect the rights or duties of the L/C
Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it; (ii) no amendment, waiver or consent shall,
unless in writing and signed by the Swing Line Lender in addition to the Lenders
required above, affect the rights or duties of the Swing Line Lender under this
Agreement; (iii) no amendment, waiver or consent shall, unless in writing and
signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or
any other Loan Document; (iv) the Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto;
and (v) so long as the Revolving Commitments remain outstanding, no amendment,
waiver or consent which has the effect of enabling the Borrowers to satisfy any
condition to a Committed Borrowing contained in Section 4.02 hereof, which, but
for such amendment, waiver or consent would not be satisfied, shall be effective
to require the Revolving Lenders to make any additional Revolving Loan unless
and until the Required Revolving Lenders shall consent thereto. Notwithstanding
anything herein to the contrary, the Administrative Agent may with the approval
of the Majority Lenders temporarily waive compliance by Borrowers with any
condition, obligation or covenant contained in this Agreement or the Loan
Documents (other than a failure to make a payment of any principal, interest or
fee when due) for a period not to exceed ninety (90) days, provided, however,
that any such condition, obligation or covenant so waived may not be
consecutively waived after the expiration of such ninety (90) day period.
Notwithstanding anything to the contrary herein, no Defaulting Lender shall have
any right to approve or disapprove any amendment, waiver or consent hereunder,
except that the Commitment of such Lender may not be increased or extended
without the consent of such Lender (subject to Section 2.14 and 2.15).
Notwithstanding anything to the contrary contained herein, the Administrative
Agent may, with the approval of the Required Lenders and at the Borrowers'
request, increase the maximum aggregate amount of the increase in the Aggregate
Commitments set forth in Section 2.15(a) to $100,000,000.00.


10.02  Notices; Effectiveness;
Electronic Communication.



	Notices Generally.  Except in the case of notices
and other communications expressly permitted to be given by telephone (and
except as provided in subsection (b) below), all notices and other
communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or
sent by telecopier as follows, and all notices and other communications
expressly permitted hereunder to be given by telephone shall be made to the
applicable telephone number, as follows:



	if to the Borrowers, the Administrative Agent, the L/C
Issuer or the Swing Line Lender, to the address, telecopier number, electronic
mail address or telephone number specified for such Person on Schedule
10.02; and 


	if to any other Lender, to the address, telecopier
number, electronic mail address or telephone number specified in its
Administrative Questionnaire.

Notices sent by hand or overnight courier service, or mailed
by certified or registered mail, shall be deemed to have been given when
received; notices sent by telecopier shall be deemed to have been given when
sent (except that, if not given during normal business hours for the recipient,
shall be deemed to have been given at the opening of business on the next
business day for the recipient).  Notices delivered through electronic
communications to the extent provided in subsection (b) below, shall be
effective as provided in such subsection (b).


	Electronic Communications.  Notices and other
communications to the Lenders and the L/C Issuer hereunder may be delivered or
furnished by electronic communication (including e-mail and Internet or intranet
websites) pursuant to procedures approved by the Administrative Agent, provided
that the foregoing shall not apply to notices to any Lender or the L/C Issuer
pursuant to Article II if such Lender or the L/C Issuer, as applicable, has
notified the Administrative Agent that it is incapable of receiving notices
under such Article by electronic communication.  The Administrative Agent or the
Borrowers may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications.

Unless the Administrative Agent otherwise prescribes, (i)
notices and other communications sent to an e-mail address shall be deemed
received upon the sender's receipt of an acknowledgement from the intended
recipient (such as by the "return receipt requested" function, as available,
return e-mail or other written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the intended recipient at its e-mail
address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address
therefor.


	Change of Address, Etc.  Each of the Borrowers,
the Administrative Agent, the L/C Issuer and the Swing Line Lender may change
its address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto.  Each other Lender may change
its address, telecopier or telephone number for notices and other communications
hereunder by notice to the Borrowers, the Administrative Agent, the L/C Issuer
and the Swing Line Lender.


	Reliance by Administrative Agent, L/C Issuer and
Lenders.  The Administrative Agent, the L/C Issuer and the Lenders shall be
entitled to rely and act upon any notices (including telephonic Committed Loan
Notices and Swing Line Loan Notices) purportedly given by or on behalf of the
Borrowers even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice
specified herein, or (ii) the terms thereof, as understood by the recipient,
varied from any confirmation thereof.  The Borrowers shall indemnify the
Administrative Agent, the L/C Issuer, each Lender and the Related Parties of
each of them from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the
Borrowers except to the extent resulting from the gross negligence or willful
misconduct of Administrative Agent, the L/C Issuer, any Lender or any Related
Party.  All telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

10.03  No Waiver; Cumulative
Remedies.  No failure by any Lender, the L/C Issuer or the Administrative
Agent to exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege
hereunder preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.  The rights, remedies, powers and
privileges herein provided are cumulative and not exclusive of any rights,
remedies, powers and privileges provided by law.


10.04  Expenses; Indemnity; Damage
Waiver.



	Costs and Expenses.  The Borrowers shall pay (i)
all reasonable out of pocket expenses incurred by the Administrative Agent and
its Affiliates (including the reasonable fees, charges and disbursements of
counsel for the Administrative Agent), in connection with the syndication of the
credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or
any amendments, modifications or waivers of the provisions hereof or thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated), (ii) all reasonable out of pocket expenses incurred by the L/C
Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii) all out of
pocket expenses incurred by the Administrative Agent, any Lender or the L/C
Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer), in connection with the
enforcement or protection of its rights (A) in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B) in
connection with the Loans made or Letters of Credit issued hereunder, including
all such out of pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Loans or Letters of Credit.


	Indemnification by the Borrowers.  The Borrowers
shall indemnify the Administrative Agent (and any sub-agent thereof), each
Lender and the L/C Issuer, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold
each Indemnitee harmless from, any and all losses, claims, damages, liabilities
and related expenses (including the reasonable fees, charges and disbursements
of any counsel for any Indemnitee), incurred by any Indemnitee or asserted
against any Indemnitee by any third party or by the Borrowers or any other
Borrower arising out of, in connection with, or as a result of (i) the execution
or delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations hereunder or thereunder or the consummation of
the transactions contemplated hereby or thereby, (ii) any Loan or Letter of
Credit or the use or proposed use of the proceeds therefrom (including any
refusal by the L/C Issuer to honor a demand for payment under a Letter of Credit
if the documents presented in connection with such demand do not strictly comply
with the terms of such Letter of Credit), (iii) any actual or alleged presence
or release of Hazardous Materials on or from any property owned or operated by
the Borrowers or any of their Subsidiaries, or any Environmental Liability
related in any way to the Borrowers or any of their Subsidiaries, or (iv) any
actual or prospective claim, litigation, investigation or proceeding relating to
any of the foregoing, whether based on contract, tort or any other theory,
whether brought by a third party or by the Borrowers or any other Borrower, and
regardless of whether any Indemnitee is a party thereto, in all cases, whether
or not caused by or arising, in whole or in part, out of the comparative,
contributory or sole negligence of the Indemnitee; provided that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a court
of competent jurisdiction by final and nonappealable judgment to have resulted
from the gross negligence or willful misconduct of such Indemnitee or (y) result
from a claim brought by the Borrowers or any other Borrower against an
Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder or
under any other Loan Document, if the Borrowers or such Borrower has obtained a
final and nonappealable judgment in its favor on such claim as determined by a
court of competent jurisdiction.


	Reimbursement by Lenders.  To the extent that the
Borrowers for any reason fail to indefeasibly pay any amount required under
subsection (a) or (b) of this Section to be paid by it to the Administrative
Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any of
the foregoing, and without limiting the obligation of the Borrowers to do so,
each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided that the unreimbursed expense or indemnified loss, claim, damage,
liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in
its capacity as such, or against any Related Party of any of the foregoing
acting for the Administrative Agent (or any such sub-agent) or L/C Issuer in
connection with such capacity.  The obligations of the Lenders under this
subsection (c) are subject to the provisions of Section 2.12(d).


	Waiver of Consequential Damages, Etc.  To the
fullest extent permitted by applicable law, the Borrowers shall not assert, and
hereby waive, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or
actual damages) arising out of, in connection with, or as a result of, this
Agreement, any other Loan Document or any agreement or instrument contemplated
hereby, the transactions contemplated hereby or thereby, any Loan or Letter of
Credit or the use of the proceeds thereof.  No Indemnitee referred to in
subsection (b) above shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it
through telecommunications, electronic or other information transmission systems
in connection with this Agreement or the other Loan Documents or the
transactions contemplated hereby or thereby except to the extent resulting from
the gross negligence or willful misconduct of any Indemnitee.


	Payments.  All amounts due under this Section
shall be payable not later than ten Business Days after demand therefore
(accompanied by reasonable back-up documentation).


	Survival.  The agreements in this Section shall
survive the resignation of the Administrative Agent and the L/C Issuer, the
replacement of any Lender, the termination of the Aggregate Commitments and the
repayment, satisfaction or discharge of all the other Obligations.

10.05  Payments Set Aside.  To the
extent that any payment by or on behalf of the Borrowers is made to the
Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent,
the L/C Issuer or any Lender exercises its right of setoff, and such payment or
the proceeds of such setoff or any part thereof is subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent, the L/C
Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or
any other party, in connection with any proceeding under any Debtor Relief Law
or otherwise, then (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to
the Administrative Agent upon demand its applicable share (without duplication)
of any amount so recovered from or repaid by the Administrative Agent, plus
interest thereon from the date of such demand to the date such payment is made
at a rate per annum equal to the Federal Funds Rate from time to time in effect.
The obligations of the Lenders and the L/C Issuer under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.


10.06  Successors and
Assigns.



	Successors and Assigns Generally.  The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and assigns permitted hereby, except that
neither the Borrowers may assign or otherwise transfer any of its rights or
obligations hereunder without the prior written consent of the Administrative
Agent and each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of subsection (b) of this Section, (ii) by way of
participation in accordance with the provisions of subsection (d) of this
Section, or (iii) by way of pledge or assignment of a security interest subject
to the restrictions of subsection (f) of this Section (and any other attempted
assignment or transfer by any party hereto shall be null and void).  Nothing in
this Agreement, expressed or implied, shall be construed to confer upon any
Person (other than the parties hereto, their respective successors and assigns
permitted hereby, Participants to the extent provided in subsection (d) of this
Section and, to the extent expressly contemplated hereby, the Related Parties of
each of the Administrative Agent, the L/C Issuer and the Lenders) any legal or
equitable right, remedy or claim under or by reason of this Agreement.


	Assignments by Lenders.  Any Lender may at any
time assign to one or more Eligible Assignees all or a portion of its rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans (including for purposes of this subsection (b), participations in
L/C Obligations and in Swing Line Loans) at the time owing to it); provided
that: 



	except in the case of an assignment of the entire
remaining amount of the assigning Lender's Commitment and the Loans at the time
owing to it or in the case of an assignment to a Lender or an Affiliate of a
Lender or an Approved Fund with respect to a Lender, the aggregate amount of the
Commitment (which for this purpose includes Loans outstanding thereunder) or, if
the Commitment is not then in effect, the principal outstanding balance of the
Loans of the assigning Lender subject to each such assignment, determined as of
the date the Assignment and Assumption with respect to such assignment is
delivered to the Administrative Agent or, if "Trade Date" is specified in
the Assignment and Assumption, as of the Trade Date, shall not be less than
$5,000,000 unless each of the Administrative Agent and, so long as no Event of
Default has occurred and is continuing, the Borrowers otherwise consent (each
such consent of the Borrowers and Administrative Agent not to be unreasonably
withheld or delayed); provided, however, that concurrent assignments to members
of an Assignee Group will be treated as a single assignment for purposes of
determining whether such minimum amount has been met;


	each partial assignment shall be made as an assignment of
a proportionate part of all the assigning Lender's rights and obligations under
this Agreement with respect to the Loans or the Commitment assigned, except that
this clause (ii) shall not apply to rights in respect of Swing Line Loans;



	any assignment of a Revolving Commitment must be approved
by the Administrative Agent, the L/C Issuer and the Swing Line Lender and
(unless an Event of Default has occurred and is continuing) Parent (on behalf of
the Borrowers), which consent shall not be unreasonably withheld or delayed
unless the Person that is the proposed assignee is itself a Revolving Lender
(whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and


	the parties to each assignment shall execute and deliver
to the Administrative Agent an Assignment and Assumption, together with a
processing and recordation fee, in the amount, if any, required as set forth in
Schedule 10.06, and the Eligible Assignee, if it shall not be a Lender,
shall deliver to the Administrative Agent an Administrative
Questionnaire.

Subject to acceptance and recording thereof by the
Administrative Agent pursuant to subsection (c) of this Section, from and after
the effective date specified in each Assignment and Assumption, the Eligible
Assignee thereunder shall be a party to this Agreement and, to the extent of the
interest assigned by such Assignment and Assumption, have the rights and
obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and
Assumption, be released from its obligations under this Agreement (and, in the
case of an Assignment and Assumption covering all of the assigning Lender's
rights and obligations under this Agreement, such Lender shall cease to be a
party hereto) but shall continue to be entitled to the benefits of Sections
3.01, 3.04, 3.05, and 10.04 with respect to facts and circumstances occurring
prior to the effective date of such assignment.  Upon request, the Borrowers (at
their expense) shall execute and deliver a Note, as applicable, to the assignee
Lender.  Any assignment or transfer by a Lender of rights or obligations under
this Agreement that does not comply with this subsection shall be treated for
purposes of this Agreement as a sale by such Lender of a participation in such
rights and obligations in accordance with subsection (d) of this Section.



	Register.  The Administrative Agent, acting solely
for this purpose as an agent of the Borrowers, shall maintain at the
Administrative Agent's Office a copy of each Assignment and Assumption delivered
to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amounts of, and interest owing
on, the Loans and L/C Obligations owing to, each Lender pursuant to the terms
hereof from time to time (the "Register").  The entries in the Register
shall be conclusive absent manifest error, and the Borrowers, the Administrative
Agent and the Lenders shall treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of
this Agreement, notwithstanding notice to the contrary.  The Register shall be
available for inspection by each of the Borrowers at any reasonable time and
from time to time upon reasonable prior notice.  In addition, at any time that a
request for a consent for a material or substantive change to the Loan Documents
is pending, any Lender wishing to consult with other Lenders in connection
therewith may request and receive from the Administrative Agent a copy of the
Register.


	Participations.  Any Lender may at any time,
without the consent of, or notice to, the Borrowers or the Administrative Agent,
sell participations to any Person (other than a natural person or the Borrowers
or any of the Borrowers' Affiliates or Subsidiaries) (each, a
"Participant") in all or a portion of such Lender's rights and/or
obligations under this Agreement (including all or a portion of its Commitment
and/or the Loans (including such Lender's participations in L/C Obligations
and/or Swing Line Loans) owing to it); provided that (i) such Lender's
obligations under this Agreement shall remain unchanged, (ii) such Lender shall
remain solely responsible to the other parties hereto for the performance of
such obligations and (iii) the Borrowers, the Administrative Agent, the Lenders
and the L/C Issuer shall continue to deal solely and directly with such Lender
in connection with such Lender's rights and obligations under this Agreement.


Any agreement or instrument pursuant to which a Lender sells
such a participation shall provide that such Lender shall retain the sole right
to enforce this Agreement and to approve any amendment, modification or waiver
of any  provision of this Agreement; provided that such agreement or
instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in
the first proviso to Section 10.01 that affects such Participant.  Subject to
subsection (e) of this Section, the Borrowers agree that each Participant shall
be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent
as if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 10.08 as though it
were a Lender, provided such Participant agrees to be subject to Section
2.13 as though it were a Lender.



	Limitations upon Participant Rights.  A
Participant shall not be entitled to receive any greater payment under Section
3.01 or 3.04 than the applicable Lender would have been entitled to receive with
respect to the participation sold to such Participant, unless the sale of the
participation to such Participant is made with the Borrowers' prior written
consent.  A Participant shall not be entitled to the benefits of
Section 3.01 unless the Borrowers are notified of the participation sold to
such Participant and such Participant agrees, for the benefit of the Borrowers,
to comply with Section 3.01(e) as though it were a Lender.


	Certain Pledges.  Any Lender may at any time
pledge or assign a security interest in all or any portion of its rights under
this Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such pledge or assignment shall release such
Lender from any of its obligations hereunder or substitute any such pledgee or
assignee for such Lender as a party hereto (or permit any transfer or assignment
of such Lender's right to such pledge or assignee).


	Electronic Execution of Assignments.  The words
"execution," "signed," "signature," and words of like import in any Assignment
and Assumption shall be deemed to include electronic signatures or the keeping
of records in electronic form, each of which shall be of the same legal effect,
validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures
in Global and National Commerce Act, the California Uniform Electronic
Transactions Act.


	Special Purpose Funding Vehicles.  Notwithstanding
anything to the contrary contained herein, any Revolving Lender (a "Granting
Lender") may grant to a special purpose funding vehicle identified as such
in writing from time to time by the Granting Lender to the Administrative Agent
and the Borrowers (an "SPC") the option to provide all or any part of any
Committed Loan that such Granting Lender would otherwise be obligated to make
pursuant to this Agreement; provided that (i) nothing herein shall
constitute a commitment by any SPC to fund any Committed Loan, and (ii) if an
SPC elects not to exercise such option or otherwise fails to make all or any
part of such Committed Loan, the Granting Lender shall be obligated to make such
Committed Loan pursuant to the terms hereof or, if it fails to do so, to make
such payment to the Administrative Agent as is required under Section
2.12(b)(ii).  Each party hereto hereby agrees that (i) neither the grant to any
SPC nor the exercise by any SPC of such option shall increase the costs or
expenses or otherwise increase or change the obligations of the Borrowers under
this Agreement (including its obligations under Section 3.01 or 3.04), (ii) no
SPC shall be liable for any indemnity or similar payment obligation under this
Agreement for which a Lender would be liable, and (iii) the Granting Lender
shall for all purposes, including the approval of any amendment, waiver or other
modification of any provision of any Loan Document, remain the lender of record
hereunder.  The making of a Committed Loan by an SPC hereunder shall utilize the
Commitment of the Granting Lender to the same extent, and as if, such Committed
Loan were made by such Granting Lender.  In furtherance of the foregoing, each
party hereto hereby agrees (which agreement shall survive the termination of
this Agreement) that, prior to the date that is one year and one day after the
payment in full of all outstanding commercial paper or other senior debt 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 proceeding under the laws of the United States or any State thereof.
Notwithstanding anything to the contrary contained herein, any SPC may (i) with
notice to, but without prior consent of the Borrowers and the Administrative
Agent and with the payment of a processing fee of $3,500, assign all or
any portion of its right to receive payment with respect to any Committed Loan
to the Granting Lender and (ii) disclose on a confidential basis any non-public
information relating to its funding of Committed Loans to any rating agency,
commercial paper dealer or provider of any surety or Guarantee or credit or
liquidity enhancement to such SPC.


	Resignation as L/C Issuer or Swing Line Lender after
Assignment.  Notwithstanding anything to the contrary contained herein, if
at any time Bank of America assigns all of its Commitment and Loans pursuant to
subsection (b) above, Bank of America may, (i) upon 30 days' notice to the
Borrowers and the Lenders, resign as L/C Issuer and/or (ii) upon 30 days' notice
to the Borrowers, resign as Swing Line Lender.  In the event of any such
resignation as L/C Issuer or Swing Line Lender, the Borrowers shall be entitled
to appoint from among the Revolving Lenders a successor L/C Issuer or Swing Line
Lender hereunder; provided, however, that no failure by the Borrowers to appoint
any such successor shall affect the resignation of Bank of America as L/C Issuer
or Swing Line Lender, as the case may be.  If Bank of America resigns as L/C
Issuer, it shall retain all the rights and obligations of the L/C Issuer
hereunder with respect to all Letters of Credit outstanding as of the effective
date of its resignation as L/C Issuer and all L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Amounts pursuant to
Section 2.03(c)).  If Bank of America resigns as Swing Line Lender, it
shall retain all the rights of the Swing Line Lender provided for hereunder with
respect to Swing Line Loans made by it and outstanding as of the effective date
of such resignation, including the right to require the Lenders to make Base
Rate Loans or fund risk participations in outstanding Swing Line Loans pursuant
to Section 2.04(c).

10.07  Treatment of Certain
Information; Confidentiality.  



	Confidentiality.  Each Lender and the
Administrative Agent (each, a "Lender Party") hereby agrees for itself for Swing
Line Lender and  for L/C Issuer only that, except as specifically set forth
herein, (i) such Lender Party shall not participate in or generate any press
release or other release of information to the general public relating to the
closing of the Loan without the prior written consent of the Borrowers, (ii)
such Lender Party shall hold the Confidential Information in strict confidence
in accordance with such Lender Party's customary procedures to prevent the
misuse or disclosure of confidential information of this nature and in
accordance with safe and sound banking practices, (iii) use the Confidential
Information solely for the purposes of underwriting the Loan or acquiring an
interest therein, carrying out such Lender Party's rights or obligations under
this Agreement, in connection with the syndication of the Loan, the enforcement
of the Loan Documents, or other internal examination, supervision or oversight
of the transactions contemplated hereby as reasonably determined by such Lender
Party, or as otherwise permitted by the terms of this Section 10.07
(collectively, "Permitted Purposes"), and (iv) not disclose the
Confidential Information to any third party, except as expressly authorized in
this Agreement or with prior written consent of Borrowers.  Each Lender Party
shall promptly notify Borrowers in the event that it becomes aware of any loss
or unauthorized disclosure of any Confidential Information.

Each Lender Party shall not have any obligations under this
Agreement with respect to a specific portion of the Confidential Information if
such Lender Party can demonstrate that such Confidential Information (i) was
publicly available at the time it was disclosed to such Lender Party, (ii)
became publicly available subsequent to the time it was disclosed to such Lender
Party, (iii) was in or comes into a Lender Party's possession from a source not
known to such Lender Party (after reasonable inquiry) to be in breach of an
obligation of confidentiality owed to Borrowers in making such disclosure to
such Lender Party, (iv) was in or comes into Lender Party's possession free of
any obligation of confidence owed to the Borrowers at the time it was disclosed
to them, or (v) was developed by the employees or agents of the Lender Party
without the use of the Confidential Information.



	Disclosures.  Any Lender Party or its legal
counsel may disclose the Confidential Information (i) to Borrowers, other
Lenders, the Administrative Agent or any of their respective legal counsel, (ii)
to its auditors in connection with bank audits or regulatory officials having
jurisdiction over such Lender Party, (iii) to its legal counsel who need to know
the Confidential Information for the purposes of representing or advising the
Lender Parties, (iv) with prior written notice to the Chief Executive Officer
Parent, to its consultants, agents and advisors retained in good faith by such
Lender Party with a need to know such information in connection with a Permitted
Purpose, (v) as required by Law or legal process (subject to the terms below),
or in connection with any legal proceeding to which that Lender Party and any of
Borrowers are adverse parties, (vi) to another potential Lender or participant
in connection with a disposition or proposed disposition to that Person of all
or part of that Lender Party's interests hereunder or a participation interest
in its Notes, and (vii) to its directors, officers, employees and affiliates
that control, are controlled by, or are under common control with such Lender
Party or its parent or otherwise within the corporate umbrella of such Lender
Party who need to know the confidential information for purposes of underwriting
the Loan or becoming a party to this Agreement, the syndication of the Loan, the
administration, interpretation, performance or exercise of rights under the Loan
Documents, the enforcement of the Loan Documents, or other internal supervision,
examination or oversight of the transactions contemplated hereby as reasonably
determined by such Lender Party, provided that any Person to whom any of the
Confidential Information is disclosed is informed by such Lender Party of the
strictly confidential nature of the Confidential Information, and such Persons
described in clauses (b)(iv), (vi) and (vii) shall agree in writing to be bound
by confidentiality restrictions at least as restrictive as those contained
herein.  Notwithstanding the foregoing, a Lender Party may disclose Confidential
Information to the extent such Lender Party is requested or required by any Law
or any order of any court, governmental, regulatory or self-regulatory body or
other legal process to make any disclosure of or about any of the Confidential
Information.  In such event (except with respect to banking regulators or
auditors), such Lender Party shall, if permitted by law, promptly notify
Borrowers in writing so that Borrowers may seek an appropriate protective order
or waive compliance with the provisions of this Agreement (provided that if a
protective order or the receipt of a waiver hereunder has not been obtained, or
if prior notice is not possible, and a Lender Party is, in the opinion of its
counsel, compelled to disclose Confidential Information, such Lender Party may
disclose that portion of the Confidential Information which its counsel advises
it that such Lender Party is compelled to disclose, and provided further that in
any event, such Lender Party will not oppose action by Borrowers to obtain an
appropriate protective order or other reliable assurance that confidential
treatment will be accorded the Confidential Information.)  Each Lender Party
shall be liable (but only to the extent it is finally determined to have
breached the provisions of this Section 10.07(b)) for any actions by such Lender
Party (but not any other Person) which are not in accordance with the provisions
of this Section 10.07(b).  

Notwithstanding anything herein to the contrary, Confidential
Information shall not include, and Administrative Agent and each Lender may
disclose to any and all Persons, without limitation of any kind, any information
with respect to the "tax treatment" and "tax structure" (in each case, within
the meaning of Treasury Regulation Section 1.6011-4) of the transactions
contemplated hereby and all materials of any kind (including opinions or other
tax analyses) that are provided to the Administrative Agent or any Lender
relating to such tax treatment and tax structure; provided that with respect to
any document or similar item that in either case contains information concerning
the tax treatment or tax structure of the transaction as well as other
information, this sentence shall only apply to such portions of the document or
similar item that relate to the tax treatment or tax structure of the Loans, the
Letters of Credit and transactions contemplated hereby.



	No Rights in Confidential Information.  The
Administrative Agent and each Lender recognizes and agrees that nothing
contained in this Section 10.07 shall be construed as granting any property
rights, by license or otherwise, to any Confidential Information (other than the
Agreement or any amendments thereto or any related agreements), or to any
invention or any patent, copyright, trademark, or other intellectual property
right that has issued or that may issue, based on such Confidential Information
(other than the Agreement or any amendments thereto or any related agreements).
No Lender Party shall make, have made, use or sell for any purpose any product
or other item using, incorporating or derived from any such Confidential
Information; provided that the foregoing shall not limit or restrict in any way
the creation, use or sale of banking or related services by any Lender
Party.


	Survival.  All Confidential Information provided
by or on behalf of Borrowers during the term of this Agreement or any
predecessor agreements shall remain confidential indefinitely and shall continue
to receive that level of confidential treatment customarily provided by
commercial banks dealing with confidential information of their borrower
customers, subject, however, to the specific exceptions to confidential
treatment provided herein.  For a period of one year after the Termination Date,
the affected Lender Party shall continue to make reasonable inquiry of any third
party providing Confidential Information as to whether such third party is
subject to an obligation of confidentiality owed to the Borrowers or their
Subsidiaries and if such Lender Party obtains knowledge that such third party is
violating a confidentiality agreement with Borrowers, such Lender Party shall
treat the Confidential Information received from such third party as strictly
confidential in accordance with the provisions of this Section 10.07.  For
purposes of this Section 10.07(d), the Termination Date shall mean the earlier
of the termination of this Agreement or, with respect to a specific Lender
Party, the date such Person no longer holds an interest in the Loan.


	Injunctive Relief.  Each Lender Party hereby
agrees that breach of this Section 10.07 will cause Borrowers irreparable damage
for which recovery of damages would be inadequate, and that Borrowers shall
therefore be entitled to obtain timely injunctive relief under this Agreement,
as well as such further relief as may be granted by a court of competent
jurisdiction.


	No Fiduciary Duty.  Nothing in this Section shall
be construed to create or give rise to any fiduciary duty on the part of the
Administrative Agent or the Lenders to Borrowers.


	Separate Action.  Borrowers covenant and agree not
to, and hereby expressly waive any right to, raise as a defense, affirmative
defense, set off, recoupment or otherwise against any Lender Party any claim
arising from or relating to an alleged breach of this Section 10.07 in any
action, claim or proceeding relating to a breach of the Loan Documents by
Borrowers or other action to enforce or recover the Obligations, and covenant
and agree that any claim against a Lender Party arising from or relating to an
alleged breach of this Section 10.07 by a Lender Party shall only be asserted as
an affirmative claim in a separate action against the applicable Lender
Party.

10.08  Right of Setoff.  If an
Event of Default shall have occurred and be continuing, each Lender, the L/C
Issuer and each of their respective Affiliates is hereby authorized at any time
and from time to time to the fullest extent permitted by applicable law, to set
off and apply any and all deposits (general or special, time or demand,
provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C
Issuer or any such Affiliate to or for the credit or the account of the
Borrowers against any and all of the obligations of the Borrowers now or
hereafter existing under this Agreement or any other Loan Document to such
Lender or the L/C Issuer, irrespective of whether or not such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrowers may be contingent or
unmatured or are owed to a branch or office of such Lender or the L/C Issuer
different from the branch or office holding such deposit or obligated on such
indebtedness.  The rights of each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have.  Each Lender and the L/C Issuer agrees to notify
the Borrowers and the Administrative Agent promptly after any such setoff and
application, provided that the failure to give such notice shall not
affect the validity of such setoff and application.


10.09  Interest Rate Limitation.
Notwithstanding anything to the contrary contained in any Loan Document, the
interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum rate of non-usurious interest permitted by applicable Law (the
"Maximum Rate").  If the Administrative Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall
be applied to the principal of the Loans or, if it exceeds such unpaid
principal, refunded to the Borrowers.  In determining whether the interest
contracted for, charged, or received by the Administrative Agent or a Lender
exceeds the Maximum Rate, such Person may, to the extent permitted by applicable
Law, (a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.


10.10  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts (and by
different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and the other Loan Documents constitute the
entire contract among the parties relating to the subject matter hereof and
supersede any and all previous agreements and understandings, oral or written,
relating to the subject matter hereof.  Except as provided in Section 4.01, this
Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.  Delivery of an executed counterpart of a signature
page of this Agreement by telecopy shall be effective as delivery of a manually
executed counterpart of this Agreement.


10.11  Survival of Representations and
Warranties.  All representations and warranties made hereunder and in any
other Loan Document or other document delivered pursuant hereto or thereto or in
connection herewith or therewith shall survive the execution and delivery hereof
and thereof.  Such representations and warranties have been or will be relied
upon by the Administrative Agent and each Lender, regardless of any
investigation made by the Administrative Agent or any Lender or on their behalf
and notwithstanding that the Administrative Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit
shall remain outstanding.


10.12  Severability.  If any
provision of this Agreement or the other Loan Documents is held to be illegal,
invalid or unenforceable, (a) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions.  The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.


10.13  Replacement of Lenders.  If
any Lender requests compensation under Section 3.04, or if the Borrowers
are required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.01, if any Lender
is a Defaulting Lender, or if any other circumstance exists hereunder that gives
the Borrowers the right to replace a Lender as a party hereto, then the
Borrowers may, at their sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without
recourse (in accordance with and subject to the restrictions contained in, and
consents required by, Section 10.06 except as provided in this Section 10.13),
all of its interests, rights and obligations under this Agreement and the
related Loan Documents to an assignee that shall assume such obligations (which
assignee may be another Lender, if a Lender accepts such assignment),
provided that:



	the Borrowers shall have paid to the Administrative Agent
the assignment fee specified in Section 10.06(b);


	such Lender shall have received payment of an amount
equal to the outstanding principal of its Loans and L/C Advances, accrued
interest thereon, accrued fees and all other amounts payable to it hereunder and
under the other Loan Documents (including any amounts under Sections 3.04, 3.05
and 10.04) from the assignee (to the extent of such outstanding principal and
accrued interest and fees) or the Borrowers (in the case of all other
amounts);


	in the case of any such assignment resulting from a claim
for compensation under Section 3.04 or payments required to be made pursuant to
Section 3.01, such assignment will result in a reduction in such compensation or
payments thereafter; and


	such assignment does not conflict with applicable
Laws.

A Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrowers to require such assignment
and delegation cease to apply.


10.14  Governing Law; Jurisdiction;
Etc.



	GOVERNING LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
CALIFORNIA.


	SUBMISSION TO JURISDICTION.  EACH BORROWER
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN
LOS ANGELES COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE CENTRAL
DISTRICT OF CALIFORNIA AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, 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 CALIFORNIA
STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT.  EACH OF THE PARTIES HERETO 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.
NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT
THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE HAVE
TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT AGAINST THE BORROWERS OR THEIR PROPERTIES IN THE COURTS OF ANY
JURISDICTION.


	WAIVER OF VENUE.  THE BORROWERS IRREVOCABLY AND
UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS SECTION.  EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.


	SERVICE OF PROCESS.  EACH PARTY HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO
SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.

10.15  Waiver of Jury Trial.  EACH
PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED
ON CONTRACT, TORT OR ANY OTHER THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.


10.16  USA PATRIOT Act Notice.
Each Lender that is subject to the Act (as hereinafter defined) and the
Administrative Agent (for itself and not on behalf of any Lender) hereby
notifies the Borrowers that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it
is required to obtain, verify and record information that identifies the
Borrowers, which information includes the name and address of the Borrowers and
other information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrowers in accordance with the Act.


10.17  Time of the Essence.  Time
is of the essence of the Loan Documents.


10.18  Borrowers' Obligations.
Each of the Borrowers represents, warrants, covenants and agrees as
follows:



	Defenses.  The obligations pursuant to the Loan
Documents shall not be affected by any of the following:  (i) the bankruptcy,
disability, dissolution, incompetence, insolvency, liquidation, or
reorganization of any Borrower; or (ii) the discharge, modification of the terms
of, reduction in the amount of, or stay of enforcement of any or all liens and
encumbrances or any or all obligations pursuant to the Loan Documents in any
bankruptcy, insolvency, reorganization, or other legal proceeding or by law,
ordinance, regulation, or rule (federal, state, or local).


	Rights of Administrative Agent.  Subject to
receiving any required consents of the Required Lenders or all of the Lenders,
as may be required pursuant to applicable provisions of this Agreement, the
Administrative Agent on behalf of the Lenders, may do the following acts or
omissions from time to time without notice to or consent of any Borrower and
without receiving payment or other value, nor shall the following acts or
omissions affect, delay or impair any of the obligations pursuant to the Loan
Documents or any or all liens and encumbrances:  (i) the Administrative Agent
may obtain collateral or additional collateral; (ii) the Administrative Agent
may substitute for any or all collateral regardless of whether the same type or
greater or lesser value; (iii) the Administrative Agent may release any or all
collateral; (iv) the Administrative Agent may compromise, delay enforcement,
fail to enforce, release, settle or waive any rights or remedies of the
Administrative Agent as to any or all collateral; (v) the Administrative Agent
may sell or otherwise dispose of any collateral in such manner or order as the
Administrative Agent determines in accordance with the Loan Documents; (vi) the
Administrative Agent may fail to perfect, fail to protect the priority of, and
fail to ensure any or all liens or encumbrances; (vii) the Administrative Agent
may fail to inspect, insure, maintain, preserve or protect any or all
collateral; (viii) the Administrative Agent may obtain additional obligors for
any or all obligations pursuant to the Loan Documents; (ix) the Administrative
Agent may increase or decrease any or all obligations or otherwise change terms
of any or all obligations in accordance with the Loan Documents; (x) the
Administrative Agent may release any Borrower; (xi) Administrative Agent may
compromise, delay enforcement, fail to enforce, release, settle or waive any
obligations of any Borrower with the agreement of that Borrower; (xii) the
Administrative Agent may make advances, or grant other financial accommodations
to any Borrower; (xiii) the Administrative Agent may fail to file or pursue
a claim in any bankruptcy, insolvency, reorganization or other proceeding as to
any or all liens and encumbrances or any or all obligations; (xiv) the
Administrative Agent may amend, modify, extend, renew, restate, supplement or
terminate in whole or in part the obligation of any Borrower with the agreement
of that Borrower; (xv) the Administrative Agent may take or fail to take any
other action with respect to any Loan Document or any Borrower; and (xvi) the
Administrative Agent may do any other acts or make any other omissions that
result in the extinguishment of the obligation of any Borrower.


	Suretyship Waivers.  Each Borrower waives any and
all rights and benefits under California Civil Code Sections 2787-2855,
inclusive and any other statutes or rules now or hereafter in effect and any
other statutes or rules now or hereafter in effect that purport to confer
specific rights upon or make specific defenses or procedures available to each
Borrower.


	Information.  Each Borrower represents and
warrants to the Administrative Agent and Lenders that such Borrower is currently
informed of the financial condition of the Borrowers and of all other
circumstances which a diligent inquiry would reveal and which bear upon the risk
of nonpayment of the Obligations.  Each Borrower further represents and warrants
to the Administrative Agent and Lenders that such Borrower has read and
understands the terms and conditions of the Loan Documents.  Each Borrower
hereby covenants that such Borrower will continue to keep informed of the
Borrowers' financial condition, the financial condition of other guarantors, if
any, and of all other circumstances which bear upon the risk of nonpayment or
nonperformance of the Obligations.  Notwithstanding anything herein which may be
construed to the contrary, the Administrative Agent shall have no obligation to
provide to any Borrower any information concerning the performance of any other
Borrower, the obligations pursuant to the Loan Documents, or the ability of any
other Borrower to perform the obligations pursuant to the Loan Documents or any
other matter, regardless of what information Administrative Agent may from time
to time have.


	Waivers.  Each Borrower waives, until payment in
full of the Obligations, any and all present and future claims, remedies and
rights against any other Borrower, any collateral and any other property,
interest in property or rights to property of any other Borrower (A) arising
from any performance hereunder, (B) arising from any application of any
collateral, or any other property, interest in property or rights to property of
any Borrower, or (C) otherwise arising in respect of the Loan Documents,
regardless of whether such claims, remedies and rights arise under any present
or future agreement, document or instrument or are provided by any law,
ordinance, regulation or rule (federal, state or local) (including, without
limitation, any and all rights of contribution, exoneration, indemnity,
reimbursement, and subrogation and any and all rights to participate in the
rights and remedies of Lenders against any Borrower).


	Joint and Several Liability of Borrowers.



	Each of the Borrowers is accepting joint and several
liability hereunder and under the other Loan Documents in consideration of the
financial accommodations to be provided by the Administrative Agent and the
Lenders under this Agreement, for the mutual benefit, directly and indirectly,
of each of Borrowers and in consideration of the undertakings of the other
Borrowers to accept joint and several liability for the Obligations.


	Each of the Borrowers, jointly and severally, hereby
irrevocably and unconditionally accepts, not merely as a surety but also as a
co-debtor, joint and several liability with the other Borrowers, with respect to
the payment and performance of all of the Obligations (including, without
limitation, any Obligations arising under this Section 10.18), it being the
intention of the parties hereto that all the Obligations shall be the joint and
several obligations of each Borrower without preferences or distinction among
them.


	If and to the extent that any Borrower shall fail to make
any payment with respect to any of the Obligations as and when due or to perform
any of the Obligations in accordance with the terms thereof, then in each such
event the other Borrowers will make such payment with respect to, or perform,
such Obligation.


	The Obligations of each Borrower under the provisions of
this Section 10.18 constitute the absolute and unconditional, full recourse
Obligations of each Borrower enforceable against each such Borrower to the full
extent of its properties and assets, irrespective of the validity, regularity or
enforceability of this Agreement or any other circumstances whatsoever.


	Except as otherwise expressly provided in this Agreement,
each Borrower hereby waives notice of acceptance of its joint and several
liability, notice of any Loans issued under or pursuant to this Agreement,
notice of the occurrence of any Default, Event of Default, or of any demand for
any payment under this Agreement, notice of any action at any time taken or
omitted by the Administrative Agent or Lenders, or any of them, under or in
respect of any of the Obligations, any requirement of diligence or to mitigate
damages and, generally, to the extent permitted by applicable law, all demands,
notices and other formalities of every kind in connection with this Agreement
(except as otherwise provided in this Agreement).  Each Borrower hereby assents
to, and waives notice of, any extension or postponement of the time for the
payment of any of the Obligations, the acceptance of any payment of any of the
Obligations, the acceptance of any partial payment thereon, any waiver, consent
or other action or acquiescence by the Administrative Agent or Lenders, or any
of them, at any time or times in respect of any default by any Borrower in the
performance or satisfaction of any term, covenant, condition or provision of
this Agreement, any and all other indulgences whatsoever by the Administrative
Agent or Lenders, or any of them, in respect of any of the Obligations, and the
taking, addition, substitution or release, in whole or in part, at any time or
times, of any security for any of the Obligations or the addition, substitution
or release, in whole or in part, of any Borrower.  Without limiting the
generality of the foregoing, each Borrower assents to any other action or delay
in acting or failure to act on the part of the Administrative Agent or Lenders,
or any of them, with respect to the failure by any Borrower to comply with any
of its respective Obligations, including, without limitation, any failure
strictly or diligently to assert any right or to pursue any remedy or to comply
fully with applicable laws or regulations thereunder, which might, but for the
provisions of this Section 10.18 afford grounds for terminating, discharging or
relieving any Borrower, in whole or in part, from any of its Obligations under
this Section 10.18, it being the intention of each Borrower that, so long as any
of the Obligations hereunder remain unsatisfied, the Obligations of such
Borrower under this Section 10.18 shall not be discharged except by
performance and then only to the extent of such performance.  The Obligations of
each Borrower under this Section 10.18 shall not be diminished or rendered
unenforceable by any winding up, reorganization, arrangement, liquidation,
reconstruction or similar proceeding with respect to any Borrower or the
Administrative Agent or Lenders, or any of them.  The joint and several
liability of each Borrower hereunder shall continue in full force and effect
notwithstanding any absorption, merger, amalgamation or any other change
whatsoever in the name, constitution or place of formation of any of the
Borrowers or Administrative Agent or Lenders, or any of them.


	The provisions of this Section 10.18 are made for the
benefit of the Administrative Agent, the Lenders and their respective successors
and assigns, and may be enforced by it or them from time to time against any or
all Borrowers as often as occasion therefor may arise and without requirement on
the part of Administrative Agent, or any Lender, successor or assign first to
marshal any of its or their claims or to exercise any of its or their rights
against any Borrower or to exhaust any remedies available to it or them against
any Borrower or to resort to any other source or means of obtaining payment of
any of the Obligations hereunder or to elect any other remedy.  The provisions
of this Section 10.18 shall remain in effect until all of the Obligations shall
have been paid in full or otherwise fully satisfied.  If at any time, any
payment, or any part thereof, made in respect of any of the Obligations, is
rescinded or must otherwise be restored or returned by the Administrative Agent
or any Lender upon the insolvency, bankruptcy or reorganization of any Borrower,
or otherwise, the provisions of this Section 10.18 will forthwith be
reinstated in effect, as though such payment had not been made.


	Each Borrower hereby agrees that it will not enforce any
of its rights of contribution or subrogation against any other Borrower with
respect to any liability incurred by it hereunder or under any of the other Loan
Documents, any payments made by it to the Administrative Agent or any Lender
with respect to any of the Obligations or any collateral security therefor until
such time as all of the Obligations have been paid in full in cash.  Any claim
which any Borrower may have against the other Borrowers with respect to any
payments to the Administrative Agent or any Lender hereunder or under any other
Loan Documents are hereby expressly made subordinate and junior in right of
payment, including without limitation, as to any increases in the Obligations
arising hereunder or thereunder, to the prior payment in full in cash of the
Obligations and, in the event of any insolvency, bankruptcy, receivership,
liquidation, reorganization or other similar proceeding under the laws of any
jurisdiction relating to any Borrower, its debts or its assets, whether
voluntary or involuntary, all such Obligations shall be paid in full in cash
before any payment or distribution of any character, whether in cash, securities
or other property, shall be made to the other Borrowers therefor.

10.19  ENTIRE AGREEMENT.  THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR
SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL
AGREEMENTS AMONG THE PARTIES.


10.20  Hazardous Material
Indemnity.  Each of Borrowers hereby agrees to indemnify, hold harmless and
defend (by counsel reasonably satisfactory to the Administrative Agent) the
Administrative Agent and each of the Lenders and their respective directors,
officers, employees, agents, successors and assigns from and against any and all
claims, losses, damages, liabilities, fines, penalties, charges, administrative
and judicial proceedings and orders, judgments, remedial action requirements,
enforcement actions of any kind, and all costs and expenses incurred in
connection therewith (including but not limited to reasonable attorneys' fees
and the reasonably allocated costs of attorneys employed by the Administrative
Agent or any Lender, and expenses to the extent that the defense of any such
action has not been assumed by Borrowers), arising directly or indirectly out of
(i) the presence on, in, under or about any Real Property of any Hazardous
Materials, or any releases or discharges of any Hazardous Materials on, under or
from any Real Property and (ii) any activity carried on or undertaken on or off
any Real Property by Borrowers or any of its predecessors in title, whether
prior to or during the term of this Agreement, and whether by Borrowers or any
predecessor in title or any employees, agents, contractors or subcontractors of
Borrowers or any predecessor in title, or any third persons at any time
occupying or present on any Real Property, in connection with the handling,
treatment, removal, storage, decontamination, clean-up, transport or disposal of
any Hazardous Materials at any time located or present on, in, under or about
any Real Property.  The foregoing indemnity shall further apply to any residual
contamination on, in, under or about any Real Property, or affecting any natural
resources, and to any contamination of any Property or natural resources arising
in connection with the generation, use, handling, storage, transport or disposal
of any such Hazardous Materials, and irrespective of whether any of such
activities were or will be undertaken in accordance with applicable Laws, but
the foregoing indemnity shall not apply to Hazardous Materials on any Real
Property, the presence of which is caused by the Administrative Agent or the
Lenders.  Borrowers hereby acknowledge and agree that, notwithstanding any other
provision of this Agreement or any of the other Loan Documents to the contrary,
the obligations of Borrowers under this Section shall be unlimited corporate
obligations of Borrowers and shall not be secured by any Lien on any Real
Property.  Any obligation or liability of Borrowers to any Indemnitee under this
Section 10.20 shall survive the expiration or termination of this Agreement and
the repayment of all Loans and the payment and performance of all other
Obligations owed to the Lenders.


10.21  Release of Borrowers.
Notwithstanding anything to the contrary contained in this Agreement, Parent may
sell, assign, transfer or dispose of its interest in another Borrower (other
than Operating Partnership) that is a Subsidiary of Parent, provided that on or
before the closing of such sale the Borrower shall have delivered to the
Administrative Agent a certification, together with such other evidence as
Administrative Agent may require, that the Borrowers will be in compliance with
all covenants in this Agreement after giving effect to such sale, assignment,
transfer or other disposition, and provided further that from and after any such
sale, the assets of such Borrower shall no longer be included within the
Unencumbered Asset Pool.  Administrative Agent shall promptly notify the Lenders
of any such sale, assignment, transfer or other disposition permitted hereunder.
In the event that the Borrower shall comply with the foregoing provisions, such
Borrower shall be released from liability under this Agreement by the
Administrative Agent.  The Administrative Agent may also release a Borrower from
liability if all of the Revenue-Producing Properties of such Borrower are sold
or all of the Revenue-Producing Properties of such Borrower cease to be
Unencumbered, provided that on or before the effective date of such release, the
Borrowers shall have delivered to the Administrative Agent a certification,
together with such other evidence as the Administrative Agent may require, that
the Borrowers will be in compliance with all covenants in this Agreement after
giving effect to such release.








[Signatures to follow]










IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.
ALEXANDRIA REAL ESTATE EQUITIES, INC., a Maryland corporation


 

By: Dean A. Shigenaga 


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 

ALEXANDRIA REAL ESTATE EQUITIES, L.P., a Delaware limited partnership


 

By:ARE-QRS Corp., a Maryland corporation, general partner


By:Dean A. Shigenaga 


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 

ARE-QRS CORP., a Maryland corporation


 

By:Dean A. Shigenaga 


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 

ARE ACQUISITIONS, LLC, a Delaware limited liability company


By:ARE-QRS Corp., a Maryland corporation, 

managing member


By:Dean A. Shigenaga


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 

 

ARE-215 COLLEGE ROAD, LLC

ARE-819/863 MITTEN ROAD, LLC

ARE-150/154 TECHNOLOGY PARKWAY, LLC

ARE-19 FIRSTFIELD ROAD, LLC

ARE-10150 OLD COLUMBIA, LLC

ARE-170 WILLIAMS DRIVE, LLC

ARE-3005 FIRST AVENUE, LLC

ARE-5 TRIANGLE DRIVE, LLC

ARE-50 WEST WATKINS MILL, LLC

ARE-279 PRINCETON ROAD, LLC

ARE-3770 TANSY STREET, LLC

ARE-10505 ROSELLE STREET, LLC

ARE-9363/9373/9393 TOWNE CENTRE, LLC

ARE-2425/2400/2450 GARCIA BAYSHORE, LLC

ARE-108 ALEXANDER ROAD, LLC

ARE-480 ARSENAL STREET, LLC

ARE-500 ARSENAL STREET, LLC

ARE-7030 KIT CREEK, LLC

ARE-6146 NANCY RIDGE, LLC

ARE-901/951 GATEWAY BOULEVARD LLC

ARE-770/784/790 MEMORIAL DRIVE, LLC

ARE-1201/1208 EASTLAKE AVENUE, LLC

ARE-1208 EASTLAKE AVENUE, LLC

ARE-EASTLAKE AVENUE NO. 3, LLC

ARE-HARBOR BAY NO. 4, LLC

ARE-NANCY RIDGE NO. 3, LLC

ARE-PORTER DRIVE, LLC

ARE-2625/2627/2631 HANOVER, LLC

ARE-SEATTLE NO. 10, LLC

ARE-NC REGION NO. 5, LLC

ARE-SD REGION NO. 17, LLC

ARE-SAN FRANCISCO NO. 17, LLC

ARE-MA REGION NO. 13, LLC

ARE-129/153/161 HILL STREET, LLC, each a Delaware limited liability
company

By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership,
their sole member


By:ARE-QRS Corp., a Maryland 

corporation, general partner


By:Dean A. Shigenaga


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


ARE-5 RESEARCH PLACE, LLC, a Maryland limited liability company

ARE-MARYLAND NO. 23, LLC, a Delaware limited liability company


By:Alexandria Real Estate Equities, L.P., a Delaware limited partnership,
its managing member


By:ARE-QRS Corp., a Maryland corporation, general partner


By:Dean A. Shigenaga


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 

ARE-MARYLAND NO. 25, LLC

ARE-MARYLAND NO. 26, LLC

ARE-MARYLAND NO. 27, LLC

BPG INDUSTRIAL PARTNERS II, LLC, each a Maryland limited liability
company


By:Alexandria Real Estate Equities, L.P., a Delaware limited
partnership, their sole member


By:ARE-QRS Corp., a Maryland corporation, 

general partner


By:Dean A. Shigenaga


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


ARE-60 WESTVIEW, LLC

ARE-381 PLANTATION STREET, LLC, each a Delaware limited liability company


By:AREE-Holdings, L.P., a Delaware limited partnership, managing
member


By:ARE-GP Holdings QRS Corp., a Delaware 

corporation, general partner


By:Dean A. Shigenaga


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 

ARE-PA REGION NO. 3, L.P.

ARE-PA REGION NO. 4, L.P.

ARE-702 ELECTRONIC DRIVE, L.P., each a Delaware limited partnership


By:AREE-Holdings, L.P., a Delaware limited partnership, general
partner


By:ARE-GP Holdings QRS Corp., a Delaware 

corporation, general partner


By:Dean A. Shigenaga


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


ARE-10933 NORTH TORREY PINES, LLC

ARE-11099 NORTH TORREY PINES, LLC, each a Delaware limited liability
company


By:Alexandria Real Estate Equities, Inc., a Maryland corporation, their
sole member


 

By:Dean A. Shigenaga


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer


 

ARE-MARYLAND NO. 7 CORP., a Maryland corporation


By:Dean A. Shigenaga


Name:  Dean A. Shigenaga

Title:  Chief Financial Officer












Address for all the foregoing:

Alexandria Real Estate Equities, Inc.

135 N. Los Robles Avenue, Suite 250

Pasadena, California  91101

Attn: Mr. Joel S. Marcus, Chief Executive Officer

Telephone:(626) 578-0777

Telecopier:(626) 578-0770

 

 

 

 

 







BANK OF AMERICA, N.A.,

as Administrative Agent


 

By:Kathleen M. Carry


Name: Kathleen M. Carry  

Title: Vice President 














 

 

 

 

 

 

 

 

 

 

 

 

 

 

 









BANK OF AMERICA, N.A.,

as a Lender, L/C Issuer, and Swing Line Lender


 

By:Eric Nesset

Name:Eric Nesset

Title:Vice President













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










CITICORP NORTH AMERICA INC.


 

By:David Bouton 


Name: David Bouton  

Title: Vice President 


 












 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










COMMERZBANK AG NEW YORK AND GRAND 

CAYMAN BRANCHES


 

By:Christian Berry  Ralph C. Marra, Jr.


Name: Christian Berry    Ralph C. Marra, Jr.  

Title: Vice President    Vice President  


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










SOCIETE GENERALE


 

By:Scott Gosslee


Name: Scott Gosslee 

Title: Director 


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










EUROHYPO AG, NEW YORK BRANCH


 

By:  Ben J. Marciano 


Name: Ben J. Marciano 

Title: Managing Director 


By:  Jonathan Hirshey 


Name: Jonathan Hirshey 

Title: Vice President 


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










CITIZENS BANK OF RHODE ISLAND


 

By: Craig E. Schermerhorn 


Name: Craig E. Schermerhorn 

Title: Vice President 


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










SUNTRUST BANK


 

By: Blake K. Thompson 


Name: Blake K. Thompson  

Title: Vice President  


 















 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










CALYON NEW YORK BRANCH


 

By:David P. Messing 


Name: David P. Messing 

Title: Director 


 

By: Michael J. Vanderley 


Name: Michael J. Vanderley 

Title: Director 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










SOVEREIGN BANK


 

By: Katherine Felpel 


Name: Katherine Felpel 

Title: Assistant Vice President  


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










THE BANK OF NOVA SCOTIA


 

By: Hamid Hussain 


Name: Hamid Hussain  

Title: Director 


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










UNION BANK OF CALIFORNIA, N.A.


 

By: David B. Murphy 


Name: David B. Murphy 

Title: SVP/Regional Mgr 


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










BANK OF THE WEST


 

By: Lynn Foster 


Name: Lynn Foster 

Title: Senior Vice President 


 


By: Stacey R. Adler 


Name: Stacey R. Adler 

Title: Vice President  













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










CHEVY CHASE BANK, F.S.B.


 

By: Frederick H. Denecke 


Name: Frederick H. Denecke 

Title: Vice President  


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










AMSOUTH BANK


 

By:  Lawrence Clark 


Name: Lawrence Clark 

Title: VP 

 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










LASALLE BANK NATIONAL ASSOCIATION


 

By: Stephen J. Shockey 


Name: Stephen J. Shockey  

Title: FVP 


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










MIDFIRST BANK, a Federally Chartered Savings Association


 

By: Roger N. DiSalvatore, Jr. 


Name: Roger N. DiSalvatore, Jr.  

Title: Senior Vice President / Manager 

Syndicated Lending 


 












 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










COMERICA BANK


 

By: James Graycheck 


Name: James Graycheck 

Title: Assistant Vice President 


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










COMPASS BANK


 

By: Johanna Duke Paley 


Name: Johanna Duke Paley 

Title: Senior Vice President 


 













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










MANUFACTURERS BANK, a California banking corporation


 

By: Manny Ahsan 


Name:  Manny Ahsan 

Title:  Vice President


 

 












 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










FIRST HORIZON BANK, a Division of First Tennessee Bank, N.A.


 

By: J. Jordan O'Neill III 


Name: J. Jordan O'Neill III  

Title: Senior Vice President  













 

 

 

 

 

 

 

 

 

 

 

 

 

 

 










CEDARS BANK


 

By: Steven Clark 


Name:  Steven Clark 

Title: Vice President