ex10_1.htm


    
      

      

    

    
      EXHIBIT 10.1


      


      


    

    AMENDED
AND RESTATED

    CREDIT
AGREEMENT

    


    dated as
of

    


    February
11, 2010

    


    among

    


    WEINGARTEN
REALTY INVESTORS,

    


    The
Lenders Party Hereto

    


    and

    


    JPMORGAN
CHASE BANK, N.A.,

    as
Administrative Agent

    


    and

    


    BANK OF
AMERICA, N.A.,

    as
Syndication Agent

    


    and

    


    WELLS
FARGO BANK, NATIONAL ASSOCIATION,

    PNC BANK,
NATIONAL ASSOCIATION,

    REGIONS
BANK and

    ROYAL
BANK OF CANADA,

    as
Documentation Agents

    


    


    


    
      


    

    J.P.
MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC,

    as Joint
Bookrunners

    


    J.P.
MORGAN SECURITIES INC. and BANC OF AMERICA SECURITIES LLC,

    as
Co-Arrangers

    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


     

    
       

      
        	
                 
      

              	
                TABLE OF
      CONTENTS

              


      

      


      
        	
                ARTICLE
      I Definitions

              	
                1

              
	
                SECTION
      1.01. Defined Terms.

              	
                1

              
	
                SECTION
      1.02. Classification of Loans and Borrowings.

              	
                23

              
	
                SECTION
      1.03. Terms Generally.

              	
                23

              
	
                SECTION
      1.04. Accounting Terms; GAAP.

              	
                23

              
	 
      	 
      
	
                ARTICLE
      II The Credits

              	
                24

              
	
                SECTION
      2.01. Commitments..

              	
                24

              
	
                SECTION
      2.02. Loans and Borrowings.

              	
                24

              
	
                SECTION
      2.03. Requests for Revolving Borrowings.

              	
                25

              
	
                SECTION
      2.04. Competitive Bid Procedure.

              	
                26

              
	
                SECTION
      2.04.A. Swingline Loans.

              	
                29

              
	
                SECTION
      2.05. Letters of Credit.

              	
                30

              
	
                SECTION
      2.06. Funding of Borrowings.

              	
                35

              
	
                SECTION
      2.07. Interest Elections.

              	
                35

              
	
                SECTION
      2.08. Termination, Reduction and Increase of Commitments.

              	
                37

              
	
                SECTION
      2.09. Repayment of Loans; Evidence of Debt.

              	
                38

              
	
                SECTION
      2.10. Prepayment of Loans.

              	
                39

              
	
                SECTION
      2.11. Fees.

              	
                39

              
	
                SECTION
      2.12. Interest.

              	
                41

              
	
                SECTION
      2.13. Alternate Rate of Interest.

              	
                42

              
	
                SECTION
      2.14. Increased Costs.

              	
                42

              
	
                SECTION
      2.15. Break Funding Payments.

              	
                44

              
	
                SECTION
      2.16. Taxes.

              	
                44

              
	
                SECTION
      2.17. Payments Generally; Pro Rata Treatment; Sharing of
      Set-offs.

              	
                45

              
	
                SECTION
      2.18. Mitigation Obligations; Replacement of Lenders.

              	
                48

              
	 
      	 
      
	
                ARTICLE
      III Representations and Warranties

              	
                49

              
	
                SECTION
      3.01. Organization; Powers.

              	
                49

              
	
                SECTION
      3.02. Authorization; Enforceability.

              	
                49

              
	
                SECTION
      3.03. Governmental Approvals; No Conflicts.

              	
                49

              
	
                SECTION
      3.04. Financial Condition; No Material Adverse Change.

              	
                50

              
	
                SECTION
      3.05. Properties.

              	
                50

              
	
                SECTION
      3.06. Intellectual Property.

              	
                51

              
	
                SECTION
      3.07. Litigation and Environmental Matters.

              	
                52

              
	
                SECTION
      3.08. Compliance with Laws and Agreements.

              	
                54

              
	
                SECTION
      3.09. Investment and Holding Company Status.

              	
                54

              
	
                SECTION
      3.10. Taxes.

              	
                54

              
	
                SECTION
      3.11. ERISA.

              	
                54

              
	
                SECTION
      3.12. Disclosure.

              	
                55

              
	
                SECTION
      3.13. Insurance.

              	
                55

              


      


      
        
           


        

        
          i

          
            

          

        

        
           


        

      


      


      
        	
                SECTION
      3.14. Margin Regulations.

              	
                55

              
	
                SECTION
      3.15. Subsidiaries.

              	
                55

              
	 
      	 
      
	
                ARTICLE
      IV Conditions

              	
                56

              
	
                SECTION
      4.01. Effective Date.

              	
                56

              
	
                SECTION
      4.02. Each Credit Event.

              	
                57

              
	 
      	 
      
	
                ARTICLE
      V Affirmative Covenants

              	
                57

              
	
                SECTION
      5.01. Financial Statements; Ratings Change and Other
      Information.

              	
                57

              
	
                SECTION
      5.02. Financial Tests.

              	
                59

              
	
                SECTION
      5.03. Notices of Material Events.

              	
                59

              
	
                SECTION
      5.04. Existence; Conduct of Business.

              	
                60

              
	
                SECTION
      5.05. Payment of Obligations.

              	
                60

              
	
                SECTION
      5.06. Maintenance of Properties; Insurance.

              	
                60

              
	
                SECTION
      5.07. Books and Records; Inspection Rights.

              	
                60

              
	
                SECTION
      5.08. Compliance with Laws.

              	
                61

              
	
                SECTION
      5.09. Use of Proceeds and Letters of Credit.

              	
                61

              
	
                SECTION
      5.10. Fiscal Year.

              	
                61

              
	
                SECTION
      5.11. Environmental Matters.

              	
                61

              
	
                SECTION
      5.12. Guaranties.

              	
                61

              
	
                SECTION
      5.13. Further Assurances.

              	
                62

              
	 
      	 
      
	
                ARTICLE
      VI Negative Covenants

              	
                62

              
	
                SECTION
      6.01. Liens.

              	
                62

              
	
                SECTION
      6.02. Fundamental Changes.

              	
                62

              
	
                SECTION
      6.03. Investments, Loans, Advances and Acquisitions.

              	
                63

              
	
                SECTION
      6.04. Hedging Agreements.

              	
                64

              
	
                SECTION
      6.05. Transactions with Affiliates.

              	
                64

              
	
                SECTION
      6.06. Restrictive Agreements.

              	
                65

              
	
                SECTION
      6.07. Government Regulation.

              	
                65

              
	 
      	 
      
	
                ARTICLE
      VII Events of Default

              	
                66

              
	 
      	 
      
	
                ARTICLE
      VIII The Administrative Agent

              	
                68

              
	
                SECTION
      8.01. General.

              	
                68

              
	
                SECTION
      8.02. Defaulting Lender.

              	
                70

              
	 
      	 
      
	
                ARTICLE
      IX Miscellaneous

              	
                73

              
	
                SECTION
      9.01. Notices.

              	
                73

              
	
                SECTION
      9.02. Waivers; Amendments.

              	
                74

              
	
                SECTION
      9.03. Expenses; Indemnity; Damage Waiver.

              	
                75

              
	
                SECTION
      9.04. Successors and Assigns.

              	
                77

              


      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


      


      
        	
                SECTION
      9.05. Survival.

              	
                80

              
	
                SECTION
      9.06. Counterparts; Integration; Effectiveness.

              	
                80

              
	
                SECTION
      9.07. Severability.

              	
                80

              
	
                SECTION
      9.08. Right of Setoff.

              	
                81

              
	
                SECTION
      9.09. Governing Law; Jurisdiction; Consent to Service of
      Process.

              	
                81

              
	
                SECTION
      9.10. WAIVER OF JURY TRIAL.

              	
                82

              
	
                SECTION
      9.11. Headings.

              	
                82

              
	
                SECTION
      9.12. Confidentiality.

              	
                82

              
	
                SECTION
      9.13. Interest Rate Limitation.

              	
                83

              
	
                SECTION
      9.14. Liability of Holders.

              	
                84

              
	
                SECTION
      9.15. USA PATRIOT ACT NOTIFICATION.

              	
                84

              
	 
      	 
      


      

      


      


      SCHEDULES:

      


      Schedule
2.01 -- Commitments

      Schedule
2.05(d) -- Existing Letters of Credit

      Schedule
3.05(f) -- Flood, Earthquake or Seismic Area

      Schedule
3.07 -- Disclosed Matters

      Schedule
3.15 -- Subsidiaries

      Schedule
6.01 -- Existing Liens

      Schedule
6.06 -- Existing Restrictions

      


      


      


      EXHIBITS:

      


      Exhibit A
-- Form of Assignment and Assumption

      Exhibit B
-- Form of Compliance Certificate

      Exhibit C
-- Form of Guaranty

      Exhibit D
-- Note

      Exhibit E
-- Form of Borrowing Request/Interest Rate Election

      Exhibit F
-- Form of Competitive Bid Request

      




      
        
           


        

        
          iii

          
            

          

        

        
           


        

      



     

    
      	
              AMENDED
      AND RESTATED CREDIT AGREEMENT (“Agreement”)
      dated as of

            


    

    
      	
              February
      11, 2010, among WEINGARTEN REALTY
INVESTORS,

            


    

    
      	
              a
      Texas real estate investment trust, the LENDERS party
    hereto,

            


    

    
      	
              JPMORGAN
      CHASE BANK, N.A., as Administrative
Agent,

            


    

    
      	
              BANK
      OF AMERICA, N.A., as Syndication Agent,
and

            


    

    
      	
              WELLS
      FARGO BANK, NATIONAL ASSOCIATION,

            


    

    
      	
              PNC
      BANK, NATIONAL ASSOCIATION,

            


    

    
      	
              REGIONS
      BANK and ROYAL BANK OF CANADA,

            


    

    
      	
              as
      Documentation Agents.

            


    

    


    WHEREAS,
the Borrower, the Administrative Agent and certain of the Lenders entered into
an Amended and Restated Credit Agreement dated as of February 22, 2006 (as
amended to the date hereof, the “Original Credit
Agreement”); and

     

    WHEREAS,
the Borrower has requested that the Administrative Agent and the Lenders amend
and restate the Original Credit Agreement and the Administrative Agent and the
Lenders have agreed to do so pursuant to the terms of this Agreement;
and

     

    WHEREAS,
the Borrower desires to obtain Loans and obtain Letters of Credit (as such terms
are hereinafter defined) from the Lenders; and

     

    WHEREAS,
subject to and upon the terms and conditions set forth herein, the Lenders are
willing to make Loans and provide for the issuance of Letters of Credit to the
Borrower, as provided for herein;

     

    NOW,
THEREFORE, in consideration of the promises and the covenants and agreements
contained herein, the adequacy of which is hereby acknowledged, the parties
hereto hereby agree that the aforementioned recitals are true and correct and
hereby incorporated herein and that the parties hereto hereby agree as
follows:

     

    ARTICLE
I

     

    


     

    Definitions

     

    SECTION
1.01.  Defined
Terms.  As used in this Agreement, the following terms have the
meanings specified below:

     

    “ABR”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are bearing interest at a rate determined by
reference to the Alternate Base Rate.

     

    “Adjusted LIBO Rate”
means, with respect to any Eurodollar Borrowing for any Interest Period, an
interest rate per annum (rounded upwards, if necessary, to the next 1/100
of

     


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    1%) equal
to (a) the LIBO Rate for such Interest Period multiplied by (b) the
Statutory Reserve Rate.

     

    “Adjusted Net Operating
Income” means, for any income producing Real Property, the Net Operating
Income less the Capital Expenditure Reserve for such property.

     

    “Administrative Agent”
means JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the
Lenders hereunder.

     

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

     

    “Affiliate” means,
with respect to a specified 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.  In no event shall the
Administrative Agent or any Lender be deemed to be an Affiliate of
Borrower.

     

    “Alternate Base Rate”
means, for any day, a rate per annum equal to the greatest of (a) the Prime
Rate in effect on such day, (b) the Federal Funds Effective Rate in effect
on such day plus 1/2 of 1%, and (c) the Adjusted LIBO Rate for a one
month Interest Period on such day (or if such day is not a Business Day, the
immediately preceding Business Day) plus 1%, provided that, for the avoidance of
doubt, the Adjusted LIBO Rate for any day shall be based on the rate appearing
on the Reuters Screen LIBOR01 Page (or on any successor or substitute page) at
approximately 11:00 a.m. London time on such day.  Any change in the
Alternate Base Rate due to a change in the Prime Rate, the Federal Funds
Effective Rate or the Adjusted LIBO Rate shall be effective from and including
the effective date of such change in the Prime Rate, the Federal Funds Effective
Rate or the Adjusted LIBO Rate, respectively.

     

    “Applicable
Percentage” means, with respect to any Lender, the percentage of the
total Commitments represented by such Lender's Commitment; provided that in the
case of Section
8.02 where a Defaulting Lender shall exist, “Applicable Percentage” shall
mean, under the circumstances therein stated, the percentage of the total
Commitments (disregarding any Defaulting Lender's Commitment) represented by
such Lender's Commitment.  If the Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the Revolving
Credit Exposure most recently in effect, giving effect to any
assignments.

     

    “Applicable Rate”
means, for any day, with respect to any ABR Loan or Eurodollar Revolving Loan,
or with respect to the facility fees payable hereunder, as the case may be, the
applicable rate per annum set forth below under the caption “ABR Spread”,
“Eurodollar Spread” or “Facility Fee Rate”, as the case may be, based upon the
ratings by Moody's and S&P, respectively, applicable on such date to the
Index Debt:

     


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


     

    
      	
              Index Debt Ratings:

            	
              ABR

              Spread

            	
              Eurodollar

              Spread

            	
              Facility Fee

              Rate

            
	
              Category 1

              A-/A3
      or better

            	
              1.35%

            	
              2.35%

            	
              0.400%

            
	
              Category 2

              BBB+Baa1

            	
              1.55%

            	
              2.55%

            	
              0.450%

            
	
              Category 3

              BBB/Baa2

            	
              1.75%

            	
              2.75%

            	
              0.500%

            
	
              Category 4

              BBB-/Baa3

            	
              1.90%

            	
              2.90%

            	
              0.600%

            
	
              Category 5

              Worse
      than BBB-/Baa3

            	
              2.30%

            	
              3.30%

            	
              0.700%

            


    

    


    For
purposes of the foregoing, (i) if either Moody's or S&P shall not have in
effect a rating for the Index Debt (other than by reason of the circumstances
referred to in the last sentence of this definition), then such rating agency
shall be deemed to have established a rating in Category 5; (ii) if the ratings
established or deemed to have been established by Moody's and S&P for the
Index Debt shall fall within different Categories, the Applicable Rate shall be
based on the higher of the two ratings unless one of the two ratings is two or
more Categories lower than the other, in which case the Applicable Rate shall be
determined by reference to the Category next below that of the higher of the two
ratings; and (iii) if the ratings established or deemed to have been established
by Moody's and S&P for the Index Debt shall be changed (other than as a
result of a change in the rating system of Moody's or S&P), such change
shall be effective as of the date on which it is first announced by the
applicable rating agency,
irrespective of when notice of such change shall have been furnished by
the Borrower to the Agent and the Lenders pursuant to Section 5.01(e)
hereof or otherwise.  Each change in the Applicable Rate shall apply
during the period commencing on the effective date of such change and ending on
the date immediately preceding the effective date of the next such
change.  If the rating system of Moody's or S&P shall change, or
if either such rating agency shall cease to be in the business of rating
corporate debt obligations, the Borrower and the Lenders shall negotiate in good
faith to amend this definition to reflect such changed rating system or the
unavailability of ratings from such rating agency and, pending the effectiveness
of any such amendment, the Applicable Rate shall be determined by reference to
the rating most recently in effect prior to such change or
cessation.

     

    “Approved Fund” means
any Person (other than a natural person) that is engaged in making, purchasing,
holding or investing in bank loans and similar extensions of credit in the
ordinary course of its business and that is administered or managed by (a) a
Lender, (b) an

     


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender.

     

    “Assignment and
Assumption” means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section 9.04),
and accepted by the Administrative Agent, in the form of Exhibit A or any
other form approved by the Administrative Agent.

     

    “Availability Period”
means the period from and including the Effective Date to but excluding the
Maturity Date.

     

    “Board” means the
Board of Governors of the Federal Reserve System of the United States of
America.

     

    “Borrower” means
Weingarten Realty Investors, a Texas real estate investment trust.

     

    “Borrowing” means (a)
Revolving Loans of the same Type, made, converted or continued on the same date
and, in the case of Eurodollar Loans, as to which a single Interest Period is in
effect, (b) a Competitive Loan or group of Competitive Loans of the same Type
made on the same date and as to which a single Interest Period is in effect, or
(c) a Swingline Loan.

     

    “Borrowing Request”
means a request by the Borrower for a Revolving Borrowing in accordance with
Section 2.03 or
2.04.A.

     

    “Business Day” means
any day that is not a Saturday, Sunday or other day on which commercial banks in
Houston, Texas or New York, New York are authorized or required by law to remain
closed; provided that, when
used in connection with a Eurodollar Loan, the term “Business Day” shall
also exclude any day on which banks are not open for dealings in dollar deposits
in the London interbank market.

     

    “Capital Expenditure
Reserve” means, on an annual basis, an amount equal to (a) for use
in calculating the Fixed Charge Coverage Ratio and the Adjusted Net Operating
Income, the product of (i) the aggregate number of gross square feet of
improvements contained in each Real Property parcel owned by Borrower or any
Subsidiary measured as of the last day of each of the immediately preceding four
(4) calendar quarters and averaged, multiplied by (ii) $0.15; and (b) for
use in calculating Value, the product of (i) the aggregate number of gross
square feet of improvements contained in the applicable Real Property owned by
Borrower or any Subsidiary as of the last day of the immediately preceding
calendar quarter, multiplied by (ii) $0.15.  Capital Expenditure
Reserve shall be calculated on a consolidated basis in accordance

     


    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    with
GAAP, and including (without duplication) the Equity Percentage of Capital
Expenditure Reserve for the Borrower's Unconsolidated Affiliates.

     

    “Capital Lease
Obligations” of any Person means the obligations of such Person to pay
rent or other amounts under any lease of (or other arrangement conveying the
right to use) real or personal property, or a combination thereof, which
obligations are required to be classified and accounted for as capital leases on
a balance sheet of such Person under GAAP, and the amount of such obligations
shall be the capitalized amount thereof determined in accordance with
GAAP.

     

    “Change in Control”
means (a) the acquisition of ownership, directly or indirectly, beneficially or
of record, by any Person or group (within the meaning of the Securities Exchange
Act of 1934 and the rules of the Securities and Exchange Commission thereunder
as in effect on the date hereof), of shares representing more than 33% of the
aggregate ordinary voting power represented by the issued and outstanding
capital stock of the Borrower; (b) occupation of a majority of the seats (other
than vacant seats) on the board of directors of the Borrower by Persons who were
neither (i) nominated by the board of directors of the Borrower nor
(ii) appointed by directors so nominated; or (c) the acquisition of direct
or indirect Control of the Borrower by any Person or group.

     

    “Change in Law” means
(a) the adoption of any law, rule or regulation after the date of this Agreement
by any Governmental Authority, (b) any change in any law, rule or regulation or
in the interpretation or application thereof by any Governmental Authority after
the date of this Agreement or (c) compliance by any Lender or the Issuing Bank
(or, for purposes of Section 2.14(b), by
any lending office of such Lender or by such Lender's or the Issuing Bank's
holding company, if any) with any request, guideline or directive (whether or
not having the force of law) of any Governmental Authority made or issued after
the date of this Agreement.

     

    “Class”, when used in
reference to any Loan or Borrowing, refers to whether such Loan, or the Loans
comprising such Borrowing, are Revolving Loans, Competitive Loans or Swingline
Loans.

     

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

     

    “Commitment” means,
with respect to each Lender, the commitment of such Lender to make Revolving
Loans and to acquire participations in Letters of Credit and Swingline Loans
hereunder, expressed as an amount representing the maximum aggregate amount of
such Lender's Revolving Credit Exposure hereunder, as such commitment may be
reduced or increased from time to time pursuant to assignments by or to such
Lender pursuant to Section 9.04.  The
initial amount of each Lender's Commitment is set forth on Schedule 2.01, or in
the Assignment and Assumption pursuant to which such Lender shall have assumed
its

     


    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Commitment,
as applicable.  The initial aggregate amount of the Lenders’
Commitments is $500,000,000.00.

     

    “Competitive Bid”
means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.

     

    “Competitive Bid Rate”
means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as
applicable, offered by the Lender making such Competitive Bid.

     

    “Competitive Bid
Request” means a request by the Borrower for Competitive Bids in
accordance with Section 2.04.

     

    “Competitive Loan”
means a Loan made pursuant to Section
2.04.

     

    “Compliance
Certificate” has the meaning set forth in Section 5.01(c)
hereof and a form of which is attached hereto as Exhibit
B.

     

    “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, which includes the customary
powers of a managing member of any limited liability company, any general
partner of any limited partnership, or any board of directors of a
corporation.  “Controlling” and
“Controlled”
have meanings correlative thereto.

     

    “Credit Party” means
the Borrower and each Guarantor, if any.

     

    “Debt to Total Asset Value
Ratio” means the ratio (expressed as a percentage) of the Borrower’s
Indebtedness to Total Asset Value.

     

    “Default” means any
event or condition which constitutes an Event of Default or which upon notice,
lapse of time or both would, unless cured or waived, become an Event of
Default.

     

    “Defaulting Lender”
means any Lender, as determined by Administrative Agent, that has
(a) failed to fund any portion of its Loans or participations in Letters of
Credit within three (3) Business Days after the date required to be funded by it
hereunder, (b) notified Borrower, Administrative Agent, Issuing Bank or any
Lender in writing that it does not intend to comply with any of its funding
obligations under this Agreement or has made a public statement to the effect
that it does not intend to comply with its funding obligations under this
Agreement or under other agreements in which it commits to extend credit, (c)
failed, within three (3) Business Days after request by Administrative Agent, to
confirm that it will comply with the terms of this Agreement relating to its
obligations to fund prospective Loans and participations in

     


    
      
         


      

      
        6

        
          

        

      

      
         


      

    


    then
outstanding Letters of Credit, (d) otherwise failed to pay over to
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within three (3) Business Days after the date when due, unless the
subject of a good faith dispute, or (e) (i) become or is insolvent or has a
parent company that has become or is insolvent or (ii) become the subject of a
bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee
or custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment or has a parent company that has become the subject of a bankruptcy
or insolvency proceeding, or has had a receiver, conservator, trustee or
custodian appointed for it, or has taken any action in furtherance of, or
indicating its consent to, approval of or acquiescence in any such proceeding or
appointment.

     

    “Development Property”
means the property described in clause (c) of the
definition of Value.

     

    “Disclosed Matters”
means the actions, suits and proceedings and the environmental matters disclosed
in Schedule 3.07.

     

    “Dollars” or “$” refers to lawful
money of the United States of America.

     

    “EBITDA” means an
amount derived from (a) net income, plus (b) to the extent included in the
determination of net income, depreciation, amortization, interest expense and
income taxes, plus or minus (c) to the extent included in the determination of
net income, any losses or gains resulting from Real Property sales other than
merchant build sales, write-downs, write-ups, write-offs or other valuation
adjustments of assets or liabilities, in each case, as determined on a
consolidated basis in accordance with GAAP, and including (without duplication)
the Equity Percentage of EBITDA for the Borrower’s Unconsolidated
Affiliates.

     

    “Effective Date” means
the date on which the conditions specified in Section 4.01 are
satisfied (or waived in accordance with Section 9.02).

     

    “Eligible Ground
Lease” means a lease of Real Property in which the Borrower or a
Subsidiary is ground lessee meeting the following requirements: (a) a remaining
term (including renewal options exercisable at lessee’s sole option) of at least
twenty-five (25) years, and (b) the Administrative Agent has determined that the
ground lease is financeable in that it provides or allows (either in the ground
lease or in a current valid estoppel letter executed by the landlord) for,
without further consent from the landlord, (i) notice and right to cure to
lessee’s lender, (ii) a pledge and mortgage of the leasehold interest, and (iii)
recognition of a foreclosure of the leasehold interest including no prohibition
on entering into a new lease with the lender.

     

    “Environmental Laws”
means all applicable laws, rules, regulations, codes, ordinances, orders,
decrees, judgments, injunctions, or binding agreements issued,
promulgated

     


    
      
         


      

      
        7

        
          

        

      

      
         


      

    


    or
entered into by any Governmental Authority, relating in any way to the
environment, preservation or reclamation of natural resources, the management,
release or threatened release of any Hazardous Material or to health and safety
matters and includes (without limitation) the Comprehensive Environmental
Response, Compensation, and Liability Act (“CERCLA”), 42 U.S.C.
§ 9601 et
seq., the
Hazardous Materials Transportation Authorization Act, 49 U.S.C. § 5101
et seq., the Federal
Insecticide, Fungicide, and Rodenticide Act, 7 U.S.C. § 136 et seq., the Resource
Conservation and Recovery Act (“RCRA”), 42 U.S.C.
§ 6901 et
seq., the Toxic
Substances Control Act, 15 U.S.C. § 2601 et seq., the Clean Air
Act, 42 U.S.C. §7401 et seq., the Clean Water
Act, 33 U.S.C. § 1251 et seq., the
Occupational Safety and Health Act, 29 U.S.C. § 651 et seq., (to the extent
the same relates to any Hazardous Materials), and the Oil Pollution Act of 1990,
33 U.S.C. § 2701 et seq, as such laws
have been amended or supplemented, and the regulations promulgated pursuant
thereto, and all analogous state and local statutes.

     

    “Environmental
Liability” means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower or any Subsidiary directly or indirectly resulting
from or based upon (a) violation of any Environmental Law,
(b) exposure to any Hazardous Materials in violation of any Environmental
Law, (c) the Release or threatened Release of any Hazardous Materials into
the environment in violation of any Environmental Law or (d) any contract,
agreement or other consensual arrangement pursuant to which liability is assumed
or imposed with respect to any of the foregoing.

     

    “Equity Percentage”
means the aggregate ownership percentage of Borrower and its Subsidiaries in
each Unconsolidated Affiliate, which shall be calculated as follows: (a) for
inclusion in Indebtedness, Borrower's nominal capital ownership interest in the
Unconsolidated Affiliate as set forth in the Unconsolidated Affiliate's
organizational documents, and (b) for all other purposes, the greater of (i)
Borrower's nominal capital ownership interest in the Unconsolidated Affiliate as
set forth in the Unconsolidated Affiliate's organizational documents, and (ii)
Borrower's economic ownership interest in the Unconsolidated Affiliate,
reflecting Borrower's share of income and expenses of the Unconsolidated
Affiliate.

     

    “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) that, together with
the Borrower, is treated as a single employer under Section 414(b) or (c)
of the Code or, solely for purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the
Code.

     

    “ERISA Event” means
(a) any “reportable event”, as defined in Section 4043 of ERISA or the
regulations issued thereunder with respect to a Plan (other than an event for
which

     


    
      
         


      

      
        8

        
          

        

      

      
         


      

    


    the
30-day notice period is waived); (b) the existence with respect to any Plan
of an “accumulated funding deficiency” (as defined in Section 412 of the
Code or Section 302 of ERISA), whether or not waived; (c) the filing
pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to any
Plan; (d) the incurrence by the Borrower or any of its ERISA Affiliates of
any liability under Title IV of ERISA with respect to the termination of
any Plan; (e) the receipt by the Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (f) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; (g) the receipt by the Borrower or any ERISA Affiliate of any notice,
or the receipt by any Multiemployer Plan from the Borrower or any ERISA
Affiliate of any notice, concerning the imposition of Withdrawal Liability or a
determination that a Multiemployer Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA; or (h) the
adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) and
Section 436(c) of the Code, would result in the loss of tax-exempt status
of the trust of which such Plan is a part if the Borrower or an ERISA Affiliate
fails to timely provide contributions to such Plan in accordance with the
provisions of Section 436(c) of the Code.

     

    “Eurodollar”, when
used in reference to any Loan or Borrowing, refers to whether such Loan, or the
Loans comprising such Borrowing, are bearing interest at a rate determined by
reference to the Adjusted LIBO Rate (or, in the case of a Competitive Loan, the
LIBO Rate).

     

    “Event of Default” has
the meaning assigned to such term in Article VII.

     

    “Excluded Taxes”
means, with respect to the Administrative Agent, any Lender, the Issuing Bank or
any other recipient of any payment to be made by or on account of any obligation
of the Borrower hereunder, (a) income or franchise taxes imposed on (or measured
by) its net income by the United States of America, or by the jurisdiction under
the laws of which such recipient is organized or in which its principal office
is located 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 of America
or any similar tax imposed by any other jurisdiction in which the Borrower is
located and (c) in the case of a Foreign Lender (other than an assignee pursuant
to a request by the Borrower under Section 2.18(b)), any
withholding tax that is imposed on amounts payable to such Foreign Lender at the
time such Foreign Lender becomes a party to this Agreement (or designates a new
lending office) or is attributable to such Foreign Lender's failure to comply
with Section
2.16(e), except to the extent that such Foreign Lender (or its assignor,
if any) was entitled, at the time of designation of a new lending office (or
assignment), to receive additional amounts from the Borrower with respect to
such withholding tax pursuant to Section 2.16(a).

     


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    “Federal Funds Effective
Rate” means, for any day, the weighted average (rounded upwards, if
necessary, to the next 1/100 of 1%) of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers, as published on the next succeeding Business Day by the Federal
Reserve Bank of New York, or, if such rate is not so published for any day
that is a Business Day, the average (rounded upwards, if necessary, to the next
1/100 of 1%) of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing
selected by it.

     

    “Financial Officer”
means the vice president of capital markets, the chief financial officer, chief
accounting officer, treasurer or controller of the Borrower.

     

    “Fixed Charge Coverage
Ratio” means the ratio of (a) the Borrower's EBITDA for the immediately
preceding four (4) calendar quarters less the Capital Expenditure Reserve for
such period; to (b) all of the principal due and payable and principal paid on
the Borrower's Indebtedness (excluding balloon payments of principal due at the
stated maturity of such Indebtedness, and any full or partial loan prepayments
prior to the stated maturity thereof), plus all of the Borrower's Interest
Expense, plus the aggregate of all cash dividends payable on the Borrower's or
any of its Subsidiaries' preferred stock, in each case for the period used to
calculate EBITDA, all of the foregoing calculated without
duplication.

     

    “Fixed Rate” means,
with respect to any Competitive Loan (other than a Eurodollar Competitive Loan),
the fixed rate of interest per annum specified by the Lender making such
Competitive Loan in its related Competitive Bid.

     

    “Fixed Rate Loan”
means a Competitive Loan bearing interest at a Fixed Rate.

     

    “Foreign Lender” means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is located.  For purposes of this definition, the
United States of America, each State thereof and the District of Columbia shall
be deemed to constitute a single jurisdiction.

     

    “GAAP” means generally
accepted accounting principles in the United States of America, subject to the
provisions of Section
1.04.

     

    “Governmental
Authority” means the government of the United States of America, any
other nation or 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.

     


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    “Guarantee” of or by
any Person (the “guarantor”) means any
obligation, contingent or otherwise, of the guarantor guaranteeing or having the
economic effect of guaranteeing any Indebtedness or other obligation of any
other Person (the “primary obligor”) in
any manner, whether directly or indirectly, and including any obligation of the
guarantor, direct or indirect, (a) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation or
to purchase (or to advance or supply funds for the purchase of) any security for
the payment thereof, (b) to purchase or lease property, securities or
services for the purpose of assuring the owner of such Indebtedness or other
obligation of the payment thereof, (c) to maintain working capital, equity
capital or any other financial statement condition or liquidity of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Indebtedness or obligation; provided, that the
term Guarantee shall not include endorsements for collection or deposit in the
ordinary course of business, and shall not include guaranties or contingent
liabilities under operating leases customarily undertaken or incurred by
Borrower or any Subsidiary in the ordinary course of business as either landlord
or tenant.

     

    “Guarantor” means the Persons listed on
Exhibit C-1
attached hereto, and any other Person who from time to time has executed a
Guaranty as required by the terms of this Agreement.

     

    “Guaranty” means a
guaranty in the form of Exhibit C attached
hereto.

     

    “Hazardous Materials”
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances or wastes, 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 pursuant to any Environmental Law.

     

    “Hedging Agreement”
means any interest rate protection agreement, foreign currency exchange
agreement, commodity price protection agreement or other interest or currency
exchange rate or commodity price hedging arrangement.

     

    “Historical Value”
shall mean the recorded book value, before consideration of accumulated
depreciation, of Real Property, including improvements, ordinary related
purchase transaction costs, and the cost of capital improvements (including
construction costs for property under construction or development) made by the
Borrower, less any provision for losses, all determined in accordance with
GAAP.

     

    “Indebtedness” of any
Person means, without duplication, (a) all obligations of such Person for
borrowed money or with respect to deposits or advances of any kind,
(b) all

     


    
      
         


      

      
        11

        
          

        

      

      
         


      

    


    obligations
of such Person evidenced by bonds, debentures, notes or similar instruments,
(c) all obligations of such Person upon which interest charges are
customarily paid, (d) all obligations of such Person under conditional sale
or other title retention agreements relating to property acquired by such
Person, (e) all obligations of such Person in respect of the deferred
purchase price of property or services (excluding current accounts payable
incurred in the ordinary course of business), (f) all Indebtedness of
others secured by (or for which the holder of such Indebtedness has an existing
right, contingent or otherwise, to be secured by) any Lien on property owned or
acquired by such Person, whether or not the Indebtedness secured thereby has
been assumed, (g) all Guarantees by such Person of Indebtedness of others
based on the amount guaranteed by such Person, (h) all Capital Lease
Obligations of such Person, (i) all obligations, contingent or otherwise,
of such Person as an account party in respect of letters of credit and letters
of guaranty, (j) all obligations, contingent or otherwise, of such Person in
respect of bankers' acceptances, (k) all obligations contingent or otherwise, of
such Person with respect to any Hedging Agreements (calculated on a
mark-to-market basis as of the reporting date), however, in the case of more
than one Hedging Agreement with the same counterparty, the obligation shall be
netted, (l) payments received in consideration of sale of an ownership interest
in Borrower when the interest so sold is determined, and the date of delivery
is, more than one (1) month after receipt of such payment and only to the extent
that the obligation to deliver such interest is not payable solely in such
interest of such Person, and (m) all TIF liabilities characterized as debt by
GAAP, less the amount of any of the identical TIF obligations that are owned by
the obligor under such TIF liabilities.  The Indebtedness of any
Person shall include the Indebtedness of any other entity (including any
partnership in which such Person is a general partner) to the extent such Person
is liable therefor as a result of such Person's ownership interest in or other
relationship with such entity, except to the extent the terms of such
Indebtedness provide that such Person is not liable
therefor.  Indebtedness shall be calculated on a consolidated basis in
accordance with GAAP, and including (without duplication) the Equity Percentage
of Indebtedness for the Borrower’s Unconsolidated Affiliates.

     

    “Indemnified Taxes”
means Taxes other than Excluded Taxes.

     

    “Index Debt” means
senior, unsecured, long-term indebtedness for borrowed money of the Borrower
that is not guaranteed by any other Person or subject to any other credit
enhancement.

     

    “Industrial Property”
means Real Property that is used primarily for service center/light
industrial/bulk warehouse (not heavy manufacturing) purposes.

     

    “Interest Election
Request” means a request by the Borrower to convert or continue a
Revolving Borrowing in accordance with Section 2.07.

     


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    “Interest Expense”
means all of a Person's paid, accrued or capitalized interest expense on such
Person's Indebtedness (whether direct, indirect or contingent, and including,
without limitation, interest on all convertible debt), and including (without
duplication) the Equity Percentage of Interest Expense for the Borrower's
Unconsolidated Affiliates.

     

    “Interest Payment
Date” means (a) with respect to any ABR Loan (other than a Swingline
Loan) or Eurodollar Loan the first Business Day of each calendar quarter, (b)
with respect to any Fixed Rate Loan, the last day of the Interest Period
applicable to the Borrowing of which such Loan is a part and, in the case of a
Fixed Rate Borrowing with an Interest Period of more than 90 days' duration
(unless otherwise specified in the applicable Competitive Bid Request), each day
prior to the last day of such Interest Period that occurs at intervals of 90
days' duration after the first day of such Interest Period, and any other dates
that are specified in the applicable Competitive Bid Request as Interest Payment
Dates with respect to such Borrowing, and (c) with respect to any Swingline
Loan, the day that such Loan is required to be repaid.

     

    “Interest Period”
means (a) with respect to any Eurodollar Borrowing, the period commencing
on the date of such Borrowing and ending (i) on the numerically corresponding
day in the calendar month that is one, two, three or six months thereafter,
or (ii) seven or fourteen days thereafter for no more than three (3) Eurodollar
Revolving Borrowings outstanding at one time, as the Borrower may elect, and
(b)  with respect to any Fixed Rate Borrowing, the period (which shall not
be less than fourteen days or more than six months) commencing on the date of
such Borrowing and ending on the date specified in the applicable Competitive
Bid Request; provided, that (i) if
any Interest Period would end on a day other than a Business Day, such Interest
Period shall be extended to the next succeeding Business Day unless, in the case
of a Eurodollar Borrowing only, such next succeeding Business Day would fall in
the next calendar month, in which case such Interest Period shall end on the
next preceding Business Day and (ii) any Interest Period pertaining to a
Eurodollar Borrowing that commences on the last Business Day of a calendar month
(or on a day for which there is no numerically corresponding day in the last
calendar month of such Interest Period) shall end on the last Business Day of
the last calendar month of such Interest Period.  For purposes hereof,
the date of a Borrowing initially shall be the date on which such Borrowing is
made and, in the case of a Revolving Borrowing, thereafter shall be the
effective date of the most recent conversion or continuation of such
Borrowing.

     

    “Issuing Bank” means
JPMorgan Chase Bank, N.A., in its capacity as the issuer of Letters of Credit
hereunder, and its successors in such capacity as provided in Section 2.05(i).  The
Issuing Bank may, in its discretion, arrange for one or more Letters of Credit
to be issued by Affiliates of the Issuing Bank, in which case the term “Issuing
Bank” shall include any such Affiliate with respect to Letters of Credit issued
by such Affiliate.

     

    “JPMC” means JPMorgan
Chase Bank, N.A., in its individual capacity.

     


    
      
         


      

      
        13

        
          

        

      

      
         


      

    


    “LC Disbursement”
means a payment made by the Issuing Bank pursuant to a Letter of
Credit.

     

    “LC Exposure” means,
at any time, the sum of (a) the aggregate undrawn amount of all outstanding
Letters of Credit at such time plus (b) the aggregate amount of all LC
Disbursements that have not yet been reimbursed by or on behalf of the Borrower
at such time.  The LC Exposure of any Lender at any time shall be its
Applicable Percentage of the total LC Exposure at such time.

     

    “Lenders” means the
Persons listed on Schedule 2.01
and any other Person that shall have become a party hereto pursuant to an
Assignment and Assumption, other than any such Person that ceases to be a party
hereto pursuant to an Assignment and Assumption.  Unless the context
otherwise requires, the term “Lenders” includes the Swingline
Lender.

     

    “Letter of Credit”
means any letter of credit issued pursuant to this Agreement.

     

    “LIBO Rate” means,
with respect to any Eurodollar Borrowing for any Interest Period, the rate
appearing on Reuters Screen LIBOR01 Page (or on any successor or substitute page
thereof, or any successor to or substitute for such page, providing rate
quotations comparable to those currently provided on such page, as determined by
the Administrative Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two (2) Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period.  In the event that such
rate is not available at such time for any reason, then the “LIBO Rate” with
respect to such Eurodollar Borrowing for such Interest Period shall be the rate
at which dollar deposits of $5,000,000 and for a maturity comparable to such
Interest Period are offered by the principal London office of the Administrative
Agent in immediately available funds in the London interbank market at
approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period.

     

    “Lien” means, with
respect to any asset, (a) any mortgage, deed of trust, lien, pledge,
hypothecation, encumbrance, charge or security interest in, on or of such asset,
(b) the interest of a vendor or a lessor under any conditional sale
agreement, capital lease or title retention agreement (or any financing lease
having substantially the same economic effect as any of the foregoing) relating
to such asset and (c) in the case of securities, any purchase option, call
or similar right of a third party with respect to such securities.

     

    “Loan Documents” means
this Agreement, the Notes, any Guaranty and all other instruments, agreements
and written obligations executed and delivered by any of the Credit Parties in
connection with the transactions contemplated hereby.

     


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    “Loans” means the
loans made by the Lenders to the Borrower pursuant to this
Agreement.

     

    “Margin” means, with
respect to any Competitive Loan bearing interest at a rate based on the LIBO
Rate, the marginal rate of interest, if any, to be added to or subtracted from
the LIBO Rate to determine the rate of interest applicable to such Loan, as
specified by the Lender making such Loan in its related Competitive
Bid.

     

    “Material Adverse
Effect” means a material adverse effect on (a) the business, assets,
operations, or condition, financial or otherwise, of the Borrower and the
Subsidiaries taken as a whole, (b) the ability of the Credit Parties (as a
whole) to perform their obligations under the Loan Documents or (c) the
rights of or benefits available to the Lenders under the Loan
Documents.

     

    “Material
Indebtedness” means Indebtedness (other than the Loans, Letters of Credit
and Non-recourse Debt), or obligations in respect of one or more Hedging
Agreements, of any one or more of the Borrower and the other Credit Parties in
an aggregate principal amount exceeding $25,000,000.

     

    “Maturity Date” means
February 22, 2013.

     

    “Maximum Rate” shall
have the meaning set forth in Section
9.13.

     

    “Minority Subsidiary”
means a Subsidiary whose accounts would be consolidated with those of its parent
(as defined in the definition of Subsidiary) as provided in the definition of
Subsidiary, but the parent owns securities or other ownership interests
representing less than 50% of the equity or less than 50% of the ordinary voting
power or, in the case of a partnership, less than 50% of the general partnership
interests.

     

    “Moody's” means
Moody's Investors Service, Inc.

     

    “Mortgage Notes” means
mortgages and notes receivable secured by valid and enforceable first priority
liens on real estate.

     

    “Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.

     

    “Net Operating Income”
means, for any income producing operating Real Property, the difference between
(a) any rentals (other than those paid or payable other than in cash), proceeds
and other income received from such property, including all pass-through
reimbursables (to the extent the expense being reimbursed is included as an
expense in clause (b)
below) and percentage rent (but excluding security or other deposits, early
lease termination or

     


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


    other
penalties, or other income of a non-recurring nature) during the determination
period, less
(b) an amount equal to all costs and expenses (excluding interest expense,
income taxes and any expenditures that are capitalized in accordance with GAAP)
incurred as a result of, or in connection with, or properly allocated to, the
operation or leasing of such property during the determination period; provided,
however, that the amount for the expenses for the management of a property
included in clause
(b) above shall be set at three percent (3%) of the amount provided in
clause (a)
above. Net Operating Income shall be calculated on a consolidated basis in
accordance with GAAP, and including (without duplication) the Equity Percentage
of Net Operating Income for the Borrower's Unconsolidated
Affiliates.

     

    “Net Worth” means
Total Asset Value less Indebtedness of the Borrower.

     

    “Non-recourse Debt”
means any Indebtedness the payment of which the Borrower or any of its
Subsidiaries is not obligated to make other than to the extent of any security
therefor and customary carve-outs, including, without limitation, fraud,
criminal activity, misapplication of funds, ad valorem taxes, and environmental
matters.

     

    “Note” means a
promissory note in the form attached hereto as Exhibit D payable to
a Lender evidencing certain of the obligations of the Borrower to such Lender
and executed by Borrower, as the same may be amended, supplemented, modified or
restated from time to time and shall include the Swingline Note; “Notes” means,
collectively, all of such Notes outstanding at any given time.

     

    “Occupancy Level”
means the occupancy level of a Real Property that is leased to bona fide tenants
not Affiliates of any Credit Party or the subject property manager (or any of
their respective Affiliates) paying rent under written leases, based on the
square feet of occupancy at the time of determination.

     

    “Other Taxes” means
any and 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 from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement.

     

    “Participant” has the
meaning set forth in Section
9.04.

     

    “PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.

     


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    “Permitted
Encumbrances” means:

     

    (a)           Liens
imposed by law for taxes that are not yet due or are being contested in
compliance with Section 5.05;

     

    (b)           carriers',
warehousemen's, mechanics', materialmen's, workers’, repairmen's and other like
Liens imposed by law, arising in the ordinary course of business and securing
obligations that are not overdue by more than thirty (30) days or are being
contested in compliance with Section
5.05;

     

    (c)           pledges
and deposits made in the ordinary course of business in compliance with workers'
compensation, unemployment insurance and other social security laws or
regulations;

     

    (d)           deposits
to secure the performance of bids, trade contracts, purchase, construction or
sales contracts and similar obligations, leases, statutory obligations, surety
and appeal bonds, performance bonds and other obligations of a like nature, in
each case in the ordinary course of business;

     

    (e)           judgment
liens in respect of judgments that do not constitute an Event of Default under
clause (j) of
Article
VII;

     

    (f)           easements,
outstanding mineral and royalty interests, building setback lines, maintenance
liens, use restrictions, rights-of-way and similar encumbrances on real property
imposed by law or arising in the ordinary course of business that do not secure
any monetary obligations and do not materially detract from the value of the
affected property or interfere with the ordinary conduct of business of the
Borrower or any Subsidiary;

     

    (g)           uniform
commercial code protective filings with respect to personal property leased to
the Borrower or any Subsidiary; and

     

    (h)           landlords'
liens for rent not yet due and payable;

     

    provided that the
term “Permitted Encumbrances” shall not include any Lien securing Indebtedness
consisting of borrowed money.

     

    “Permitted
Investments” means:

     

    (a)           direct
obligations of, or obligations the principal of and interest on which are
unconditionally guaranteed by, the United States of America (or by any agency
thereof to the extent such obligations are backed by the full faith and credit
of the United States of America), in each case maturing within one year from the
date of acquisition thereof;

     


    
      
         


      

      
        17

        
          

        

      

      
         


      

    


    (b)           investments
in commercial paper maturing within 270 days from the date of acquisition
thereof and having, at such date of acquisition, a credit rating from S&P or
from Moody's of A2/P2 or better;

     

    (c)           investments
in certificates of deposit, banker's acceptances and time deposits maturing
within 180 days from the date of acquisition thereof issued or guaranteed by or
placed with, and money market deposit accounts issued or offered by, any
domestic office of any commercial bank organized under the laws of the United
States of America or any State thereof which has a combined capital and surplus
and undivided profits of not less than $500,000,000;

     

    (d)           fully
collateralized repurchase agreements with a term of not more than thirty (30)
days for securities described in clause (a) above and entered into with a
financial institution satisfying the criteria described in clause (c)
above;

     

    (e)           investments
in Subsidiaries and Unconsolidated Affiliates made in accordance with this
Agreement;

     

    (f)           investments
in obligations of the Federal National Mortgage Association and the Federal Home
Loan Mortgage Corporation, with the highest credit rating obtainable from
S&P or from Moody's;

     

    (g)           investments
in other real estate investment trusts; and

     

    (h)           investments
in TIF obligations issued solely to finance Real Property owned by the Borrower,
Subsidiaries or Unconsolidated Affiliates.

     

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

     

    “Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which the Borrower or any ERISA
Affiliate is (or, if such plan were terminated, would under Section 4069 of
ERISA be deemed to be) an “employer” as defined in Section 3(5) of
ERISA.

     

    “Prime Rate” means the
rate of interest per annum publicly announced from time to time by JPMC as its
prime rate; each change in the Prime Rate shall be effective from and including
the date such change is publicly announced as being effective.  The
Prime Rate is a reference rate and is not necessarily the lowest
rate.

     


    
      
         


      

      
        18

        
          

        

      

      
         


      

    


    “Qualified Real
Property” means Real Property that (a) is not subject to a Lien in any
manner, other than Permitted Encumbrances, and (b) is not subject to or affected
by any limiting agreement described in Section 6.06(a).

     

    “Real Property” means,
collectively, all interest in any land and improvements located thereon
(including Eligible Ground Leases and direct financing leases of land and
improvements owned by a Person), together with all equipment, furniture,
materials, supplies and personal property now or hereafter located at or used in
connection with the land and all appurtenances, additions, improvements,
renewals, substitutions and replacements thereof now or hereafter acquired by
any Person.

     

    “Register” has the
meaning set forth in Section 9.04.

     

    “Related Parties”
means, with respect to any specified Person, such Person's Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person's Affiliates.

     

    “Release” means any
release, spill, emission, leaking, pumping, pouring, dumping, emptying,
injection, deposit, disposal, discharge, dispersal, leaching or migration on or
into the indoor or outdoor environment or into or out of any
property.

     

    “Remedial Action”
means all actions, including without limitation any capital expenditures,
required or necessary to (i) clean up, remove, treat or in any other way address
any Hazardous Material; (ii) prevent the Release or threat of Release, or
minimize the further Release, of any Hazardous Material so it does not migrate
or endanger public health or the environment; (iii) perform pre-remedial studies
and investigations or post-remedial monitoring and care; or (iv) bring
facilities on any property owned or leased by the Borrower or any of its
Subsidiaries into compliance with all Environmental Laws.

     

    “Required Lenders”
means, at any time, Lenders having Revolving Credit Exposures and unused
Commitments representing at least 51% of the sum of the total Revolving Credit
Exposures and unused Commitments at such time.

     

    “Retail Property”
means Real Property that is used primarily as a retail shopping center, which
may include ancillary uses such as office, medical and restaurant
uses.

     

    “Revolving Credit
Exposure” means, with respect to any Lender at any time, the sum of the
outstanding principal amount of such Lender's Revolving Loans and its LC
Exposure and its Swingline Exposure at such time.

     

    “Revolving Loan” means
a Loan made pursuant to Section
2.03.

     


    
      
         


      

      
        19

        
          

        

      

      
         


      

    


    “S&P” means
Standard & Poor's Rating Group.

     

    “Secured Debt” means
the Indebtedness of the Borrower and any of its subsidiaries secured by a Lien,
and (without duplication) any Indebtedness (secured and unsecured) of any
Subsidiary of the Borrower that is not a Guarantor.

     

    “Secured Debt to Total Asset
Value Ratio” means the ratio (expressed as a percentage) of Secured Debt
to Total Asset Value.

     

    “Stabilization Date”
means, with respect to a property, the earlier of (a) eighteen (18) months
after substantial completion of new construction or development, or (b) the
first date the Occupancy Level is at least ninety percent (90%).

     

    “Statutory Reserve
Rate” means a fraction (expressed as a decimal), the numerator of which
is the number one and the denominator of which is the number one minus the
aggregate of the maximum reserve percentages (including any marginal, special,
emergency or supplemental reserves) expressed as a decimal established by the
Board of Governors of the Federal Reserve System to which the Administrative
Agent is subject, with respect to the Adjusted LIBO Rate, for Eurocurrency
funding (currently referred to as “Eurocurrency Liabilities” in
Regulation D of the Board).  Such reserve percentages shall
include those imposed pursuant to such Regulation D.  Eurodollar
Loans shall be deemed to constitute eurocurrency funding and to be subject to
such reserve requirements without benefit of or credit for proration, exemptions
or offsets that may be available from time to time to any Lender under such
Regulation D or any comparable regulation.  The Statutory Reserve
Rate shall be adjusted automatically on and as of the effective date of any
change in any reserve percentage.

     

    “Subsidiary” means,
with respect to any Person (the “parent”) at any date,
any corporation, limited liability company, partnership, association or other
entity the accounts of which would be consolidated with those of the parent in
the parent's consolidated financial statements if such financial statements were
prepared in accordance with full consolidation method GAAP as of such
date.

     

    “Swingline Exposure”
means, at any time, the aggregate principal amount of all Swingline Loans
outstanding at such time.  The Swingline Exposure of any Lender at any
time shall be its Applicable Percentage of the total Swingline Exposure at such
time.

     

    “Swingline Lender”
means JPMorgan Chase Bank, N.A., in its capacity as lender of Swingline Loans
hereunder.

     

    “Swingline Loan” means
a Loan made pursuant to Section
2.04.A.

     


    
      
         


      

      
        20

        
          

        

      

      
         


      

    


    “Swingline Note” means
a promissory note in the form attached hereto as Exhibit D-1
payable to the Swingline Lender evidencing the obligations of the Borrower to
the Swingline Lender and executed by the Borrower, as the same may be amended,
supplemented, modified or restated from time to time.

     

    “Taxes” means any and
all present or future taxes, levies, imposts, duties, deductions, charges or
withholdings imposed by any Governmental Authority.

     

    “TIF” means tax
increment financing issued by a Governmental Authority chartered in the United
States of America backed by dedicated tax increments.

     

    “Total Asset Value”
means the sum of (without duplication) (a) the aggregate Value of all of
Borrower's Real Property (subject to the applicable maximum investment
limitations in Section
6.03(i)); plus (b) the amount of  any cash and cash
equivalents, excluding tenant security and other restricted deposits of the
Borrower; plus (c) investments in Unconsolidated Affiliates that are engaged
primarily in the business of investment in and operation of Real Property,
valued at an amount equal to the Value of each Unconsolidated Affiliate's Real
Property multiplied by the Equity Percentage for that Unconsolidated Affiliate;
plus (d) loans, advances and extensions of credit that are not then in default
(calculated on the book value of the investment in accordance with GAAP)
(subject to the maximum investment limitations in Section 6.03(e));
plus (e) the result of multiplying (i) the Borrower's aggregate gross asset
management and property management income for the immediately preceding six (6)
calendar months multiplied by two (2), by (ii) five (5), provided, however, that such
amount may not exceed five percent (5%) of Total Asset Value inclusive of such
amount.  Total Asset Value for items (a) through (e) above shall be
calculated on a consolidated basis in accordance with GAAP.

     

    “Transactions” means
the execution, delivery and performance by the Credit Parties of the Loan
Documents, the borrowing of Loans, the use of the proceeds thereof and the
issuance of Letters of Credit hereunder.

     

    “Type”, when used in
reference to any Loan or Borrowing, refers to whether the rate of interest on
such Loan, or on the Loans comprising such Borrowing, is determined by reference
to the Adjusted LIBO Rate, the Alternate Base Rate or, in the case of a
Competitive Loan or Borrowing, the LIBO Rate or a Fixed Rate.

     

    “Unconsolidated
Affiliate” means, with respect to any Person (the “parent”), at any
date, any corporation, limited liability company, partnership, association or
other entity the accounts of which would not be consolidated with those of the
parent in the parent's consolidated financial statements if such financial
statements were prepared in accordance with full consolidation method GAAP as of
such date.

     


    
      
         


      

      
        21

        
          

        

      

      
         


      

    


    “Unencumbered Debt
Yield” means the ratio (expressed as a percentage) of (a) the
Adjusted Net Operating Income for Qualified Real Property for the immediately
preceding four (4) calendar quarters, to (b) the Borrower's Indebtedness other
than Secured Debt.

     

    “Unencumbered Interest
Coverage Ratio” means the ratio of (a) the Adjusted Net Operating Income
for Qualified Real Property for the immediately preceding four (4) calendar
quarters, to (b) the Borrower's Interest Expense on all of the Borrower's
Indebtedness other than Secured Debt for the period used to calculate Adjusted
Net Operating Income.

     

    “Unseasoned Property”
means Real Property that is completed but has not reached the Stabilization
Date.

     

    “Value” means the sum
of the following:

     

    (a)           for
Real Property that has reached the Stabilization Date and that Borrower or
Subsidiary of Borrower has owned for all of the immediately preceding eighteen
(18) calendar months, and for any Real Property project (but not a portion
thereof) that Borrower or a Subsidiary of Borrower has owned for at least six
(6) calendar months that is described in clause (b) of this
definition but which Borrower elects to include (which shall be an irrevocable
decision) in this clause (a), the
result of dividing (i) the aggregate Net Operating Income of the subject
property based on the immediately preceding six (6) calendar months and
multiplied by two (2), less the Capital Expenditure Reserve for such property,
by (ii) eight and one-half percent (8.50%); plus

     

    (b)           for
Real Property that is completed but (i) has not reached the Stabilization Date
or (ii) has not been owned by Borrower or a Subsidiary of Borrower for all of
the immediately preceding eighteen (18) calendar months, the Historical Value of
the subject property, provided, however, that such
aggregate amount (not including Real Property that Borrower or a Subsidiary of
Borrower has owned for less than six (6) calendar months) included in Total
Asset Value may not exceed ten percent (10%) of Total Asset Value before
inclusion of such amount; plus

     

    (c)           for
Real Property that is under construction or development, the Historical Value of
the subject property; plus

     

    (d)           for
Real Property that is undeveloped land, and for Real Property that is the
Borrower's corporate offices owned in fee by the Borrower, currently located at
2600 Citadel, Houston, Texas, the Historical Value of the subject
property.

     

    In
calculating Value, if the Real Property is not owned by the Borrower or a
wholly-owned Subsidiary but the Borrower or a Subsidiary guarantees Indebtedness
secured by such Real

     


    
      
         


      

      
        22

        
          

        

      

      
         


      

    


    Property,
the Value of the applicable Real Property will be based on the percentage of the
Indebtedness that is guaranteed and recorded in accordance with GAAP so long as
the guaranty is senior in right of payment to any equity interest of an
owner.

     

    “Withdrawal Liability”
means liability to a Multiemployer Plan as a result of a complete or partial
withdrawal from such Multiemployer Plan, as such terms are defined in
Part I of Subtitle E of Title IV of ERISA.

     

    SECTION
1.02.  Classification of Loans and
Borrowings.  For purposes of this Agreement, Loans may be
classified and referred to by Class (e.g., a “Revolving Loan”) or by Type (e.g.,
a “Eurodollar Loan”) or by Class and Type (e.g., a “Eurodollar Revolving
Loan”).  Borrowings also may be classified and referred to by Class
(e.g., a “Revolving Borrowing”) or by Type (e.g., a “Eurodollar Borrowing”) or
by Class and Type (e.g., a “Eurodollar Revolving Borrowing”).

     

    SECTION
1.03.  Terms
Generally.  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 (a) any definition of or reference to any agreement, instrument or
other document herein 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), (b) any reference herein to any Person shall
be construed to include such Person's successors and assigns, (c) the words
“herein”, “hereof” and “hereunder”, and words of similar import, shall be
construed to refer to this Agreement in its entirety and not to any particular
provision hereof, (d) all references herein to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, this Agreement and (e) 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.

     

    SECTION
1.04.  Accounting Terms;
GAAP.  Except as otherwise expressly provided herein, all terms
of an accounting or financial nature shall be construed in accordance with GAAP,
as in effect from time to time; provided that, if the Borrower notifies the
Administrative Agent that the Borrower requests an amendment to any provision
hereof to eliminate the effect of any change occurring after the date hereof in
GAAP or in the application thereof on the operation of such provision (or if the
Administrative Agent notifies the Borrower that the Required Lenders request an
amendment to any provision hereof for such purpose), regardless of whether any
such notice is given before or after such change in GAAP or in the
application

     


    
      
         


      

      
        23

        
          

        

      

      
         


      

    


    thereof,
then such provision shall be interpreted on the basis of GAAP as in effect and
applied immediately before such change shall have become effective until such
notice shall have been withdrawn or such provision amended in accordance
herewith.  Without limiting the generality of the foregoing,
Administrative Agent and Lenders recognize that the Borrower changed its method
of accounting from the pro rata method of accounting to the full consolidation
method of accounting for financial accounting purposes, in accordance with
GAAP.  Notwithstanding such change, the Borrower shall continue to
calculate compliance with the financial covenants in this Agreement based on
GAAP prior to the change, and shall prepare footnotes to each Compliance
Certificate required to be delivered under this Agreement that indicate which
method was used for a particular covenant calculation.

     

    ARTICLE
II

     

    


     

    The
Credits

     

    SECTION
2.01.  Commitments.  Subject
to the terms and conditions set forth herein, each Lender agrees to make
Revolving Loans to the Borrower from time to time during the Availability Period
in an aggregate principal amount that will not result in (i) such Lender's
Revolving Credit Exposure exceeding such Lender's Commitment or (ii) the
sum of the total Revolving Credit Exposures plus the aggregate principal amount
of outstanding Competitive Loans exceeding the total
Commitments.  Within the foregoing limits and subject to the terms and
conditions set forth herein, the Borrower may borrow, prepay and reborrow
Revolving Loans.  Pursuant to Chapter 346 (“Chapter 346”) of the Texas
Credit Code, Borrower, Administrative Agent and Lenders expressly agree that
Chapter 346 shall not apply to the Notes or to any Loan evidenced by the Notes
and that neither the Notes nor any such Loan shall be governed by or subject to
the provisions of Chapter 346 in any manner whatsoever.

     

    SECTION
2.02.  Loans
and Borrowings.

     

    (a)           Each
Revolving Loan shall be made as part of a Borrowing consisting of Revolving
Loans made by the Lenders ratably in accordance with their respective
Commitments.  Each Competitive Loan shall be made in accordance with
the procedures set forth in Section 2.04.  The failure of any Lender
to make any Loan required to be made by it shall not relieve any other Lender of
its obligations hereunder; provided that the Commitments and Competitive Bids of
the Lenders are several and no Lender shall be responsible for any other
Lender's failure to make Loans as required.

     

    (b)           Subject
to Section 2.13,
(i) each Revolving Borrowing shall be comprised entirely of ABR Loans or
Eurodollar Loans as the Borrower may request in accordance herewith, and
(ii) each Competitive Borrowing shall be comprised entirely of Eurodollar
Loans or Fixed Rate Loans as the Borrower may request in accordance
herewith.  Each Swingline Loan shall be an

     


    
      
         


      

      
        24

        
          

        

      

      
         


      

    


    ABR
Loan.  Each Lender at its option may make any Eurodollar Loan by
causing any domestic or foreign branch or Affiliate of such Lender to make such
Loan; provided
that any exercise of such option shall not affect the obligation of the Borrower
to repay such Loan in accordance with the terms of this Agreement.

     

    (c)           At
the commencement of each Interest Period for any Eurodollar Revolving Borrowing,
such Borrowing shall be in an aggregate amount that is an integral multiple of
$1,000,000 and not less than $5,000,000.  At the time that each ABR
Revolving Borrowing is made, such Borrowing shall be in an aggregate amount that
is an integral multiple of $1,000,000 and not less than $5,000,000, provided that an ABR
Revolving Borrowing may be in an aggregate amount that is equal to the entire
unused balance of the total Commitments or that is required to finance the
reimbursement of an LC Disbursement as contemplated by Section
2.05(e).  Each Competitive Borrowing shall be in an aggregate
amount that is an integral multiple of $1,000,000 and not less than
$5,000,000.  Each Swingline Loan shall be in an amount that is an
integral multiple of $1,000,000 and not less than
$5,000,000.  Borrowings of more than one Type and Class may be
outstanding at the same time; provided that there
shall not at any time be more than a total of eight Eurodollar Borrowings (both
Revolving and Competitive) outstanding.

     

    (d)           Notwithstanding
any other provision of this Agreement, the Borrower shall not be entitled to
request, or to elect to convert or continue, any Borrowing if the Interest
Period requested with respect thereto would end after the Maturity
Date.

     

    SECTION
2.03.  Requests for Revolving
Borrowings.  To request a Revolving Borrowing, the Borrower
shall notify the Administrative Agent of such request by telephone (a) in
the case of a Eurodollar Borrowing, not later than 11:00 a.m., Chicago, Illinois
time, three (3) Business Days before the date of the proposed Borrowing or
(b) in the case of an ABR Borrowing, not later than 11:00 a.m., Chicago,
Illinois time, one (1) Business Day before the date of the proposed Borrowing;
provided that any such notice of an ABR Revolving Borrowing to finance the
reimbursement of an LC Disbursement as contemplated by Section 2.05(e)
may be given not later than 10:00 a.m., Chicago, Illinois time, on the date of
the proposed Borrowing.  Each such telephonic Borrowing Request shall
be irrevocable and shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Borrowing Request in the form of Exhibit E attached
hereto and hereby made a part hereof and signed by the Borrower.  Each
such telephonic and written Borrowing Request shall specify the following
information in compliance with Section 2.02:

     

    (i)           the
aggregate amount of the requested Borrowing;

     

    (ii)           the
date of such Borrowing, which shall be a Business Day;

     


    
      
         


      

      
        25

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              whether
      such Borrowing is to be an ABR Borrowing or a Eurodollar
      Borrowing;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              in
      the case of a Eurodollar Borrowing, the Interest Period to be applicable
      thereto, which shall be a period contemplated by the definition of the
      term “Interest Period”; and

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      location and number of the Borrower's account to which funds are to be
      disbursed, which shall comply with the requirements of Section
      2.06.

            


    

     

    If no
election as to the Type of Revolving Borrowing is specified in the Borrowing
Request, then the requested Revolving Borrowing shall be an ABR
Borrowing.  If no Interest Period is specified with respect to any
requested Eurodollar Revolving Borrowing, then the Borrower shall be deemed to
have selected an Interest Period of one month's duration, in the case of a
Eurodollar Borrowing.  Promptly following receipt of
a  Borrowing Request in accordance with this Section, the
Administrative Agent shall advise each Lender of the details thereof and of the
amount of such Lender's Loan to be made as part of the requested
Borrowing.

     

    SECTION
2.04.  Competitive Bid
Procedure.

     

    (a)           Wherever
and for so long as the Borrower’s Index Debt rating is in Category 4 (as
referenced in the definition of Applicable Rate) or better, and subject to the
terms and conditions set forth herein, from time to time during the Availability
Period the Borrower may request Competitive Bids and may (but shall not have any
obligation to) accept Competitive Bids and borrow Competitive Loans up to an
aggregate principal amount outstanding at any one time equal to 50% of the
aggregate Commitments; provided that the sum of the total Revolving Credit
Exposures plus the aggregate principal amount of outstanding Competitive Loans
at any time shall not exceed the total Commitments.  To request
Competitive Bids, the Borrower shall notify the Administrative Agent of such
request by telephone, in the case of a Eurodollar Borrowing, not later than
11:00 a.m., Chicago, Illinois time, four (4) Business Days before the date of
the proposed Borrowing and, in the case of a Fixed Rate Borrowing, not later
than 10:00 a.m., Chicago, Illinois time, one (1) Business Day before the date of
the proposed Borrowing; provided that the Borrower may submit up to (but not
more than) three (3) Competitive Bid Requests on the same day, but a Competitive
Bid Request shall not be made within five (5) Business Days after the date of
any previous Competitive Bid Request, unless any and all such previous
Competitive Bid Requests shall have been withdrawn by the Borrower or all
Competitive Bids received in response thereto rejected.  Each such
telephonic Competitive Bid Request shall be confirmed promptly by hand delivery
or telecopy to the Administrative Agent of a written Competitive Bid Request in
the form of Exhibit F attached hereto and signed by the
Borrower.  Each such telephonic and written Competitive Bid Request
shall specify the following information in compliance with Section
2.02:

     


    
      
         


      

      
        26

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              the
      aggregate amount of the requested
Borrowing;

            


       

      
        	
                 
      

              	
                (ii)  

              	
                the
      date of such Borrowing, which shall be a Business
  Day;

              


      

       

    

    
      	
               
      

            	
              (iii)

            	
              whether
      such Borrowing is to be a Eurodollar Borrowing or a Fixed Rate
      Borrowing;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      Interest Period to be applicable to such Borrowing, which shall be a
      period contemplated by the definition of the term “Interest Period”;
      and

            


    

     

    
      	
               
      

            	
              (v)

            	
              the
      location and number of the Borrower's account to which funds are to be
      disbursed, which shall comply with the requirements of Section
      2.06.

            


    

     

    Promptly
following receipt of a Competitive Bid Request in accordance with this Section,
the Administrative Agent shall notify the Lenders of the details thereof by
telecopy, inviting the Lenders to submit Competitive Bids.

     

    (b)           Each
Lender may (but shall not have any obligation to) make one or more Competitive
Bids to the Borrower in response to a Competitive Bid Request.  Each
Competitive Bid by a Lender must be in a form approved by the Administrative
Agent and must be received by the Administrative Agent by telecopy, in the case
of a Eurodollar Competitive Borrowing, not later than 10:00 a.m., Chicago,
Illinois time, three (3) Business Days before the proposed date of such
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than
10:00 a.m., Chicago, Illinois time, on the proposed date of such
Competitive Borrowing.  Competitive Bids that do not conform
substantially to the form approved by the Administrative Agent may be rejected
by the Administrative Agent, and the Administrative Agent shall notify the
applicable Lender as promptly as practicable.  Each Competitive Bid
shall specify (i) the principal amount (which shall be a minimum of
$5,000,000 and an integral multiple of $1,000,000 and which may equal the entire
principal amount of the Competitive Borrowing requested by the Borrower) of the
Competitive Loan or Loans that the Lender is willing to make, (ii) the
Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan
or Loans (expressed as a percentage rate per annum in the form of a decimal to
no more than four decimal places) and (iii) the Interest Period applicable
to each such Loan and the last day thereof.

     

    (c)           The
Administrative Agent shall promptly notify the Borrower by telecopy of the
Competitive Bid Rate and the principal amount specified in each Competitive Bid
and the identity of the Lender that shall have made such Competitive
Bid.

     

    (d)           Subject
only to the provisions of this paragraph, the Borrower may accept or reject any
Competitive Bid.  The Borrower shall notify the Administrative Agent
by telephone, confirmed by telecopy in a form approved by the Administrative
Agent, whether and to what

     


    
      
         


      

      
        27

        
          

        

      

      
         


      

    


    extent it
has decided to accept or reject each Competitive Bid, in the case of a
Eurodollar Competitive Borrowing, not later than 10:30 a.m., Chicago,
Illinois time, three (3) Business Days before the date of the proposed
Competitive Borrowing, and in the case of a Fixed Rate Borrowing, not later than
10:30 a.m., Chicago, Illinois time, on the proposed date of the Competitive
Borrowing; provided that
(i) the failure of the Borrower to give such notice shall be deemed to be a
rejection of each Competitive Bid, (ii) the Borrower shall not accept a
Competitive Bid made at a particular Competitive Bid Rate if the Borrower
rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
aggregate amount of the Competitive Bids accepted by the Borrower shall not
exceed the aggregate amount of the requested Competitive Borrowing specified in
the related Competitive Bid Request, (iv) to the extent necessary to comply
with clause (iii) above, the Borrower may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive Bids at such Competitive Bid Rate, shall be made pro rata in
accordance with the amount of each such Competitive Bid, and (v) except
pursuant to clause (iv) above, no Competitive Bid shall be accepted for a
Competitive Loan unless such Competitive Loan is in a minimum principal amount
of $5,000,000 and an integral multiple of $1,000,000; provided further that
if a Competitive Loan must be in an amount less than $5,000,000 because of the
provisions of clause (iv) above, such Competitive Loan may be for a minimum of
$1,000,000 or any integral multiple thereof, and in calculating the pro rata
allocation of acceptances of portions of multiple Competitive Bids at a
particular Competitive Bid Rate pursuant to clause (iv) the amounts shall be
rounded to integral multiples of $1,000,000 in a manner determined by the
Borrower.  A notice given by the Borrower pursuant to this paragraph
shall be irrevocable.

     

    (e)           The
Administrative Agent shall promptly notify each bidding Lender by telecopy
whether or not its Competitive Bid has been accepted (and, if so, the amount and
Competitive Bid Rate so accepted), and each successful bidder will thereupon
become bound, subject to the terms and conditions hereof, to make the
Competitive Loan in respect of which its Competitive Bid has been
accepted.

     

    (f)           If
the Administrative Agent shall elect to submit a Competitive Bid in its capacity
as a Lender, it shall submit such Competitive Bid directly to the Borrower at
least one quarter of an hour earlier than the time by which the other Lenders
are required to submit their Competitive Bids to the Administrative Agent
pursuant to paragraph
(b) of this Section.

     

    SECTION
2.04.A.  Swingline
Loans.

     

    (a)           Subject
to the terms and conditions set forth herein, the Swingline Lender agrees to
make Swingline Loans to the Borrower from time to time during the Availability
Period, in an aggregate principal amount at any time outstanding that will not
result, after giving effect to the requested Swingline Loan, in (i) the
aggregate principal amount of outstanding Swingline Loans exceeding $50,000,000
or (ii) the sum of the total Revolving Credit Exposures plus the
aggregate

     


    
      
         


      

      
        28

        
          

        

      

      
         


      

    


    principal
amount of outstanding Competitive Loans exceeding the total Commitments;
provided that the Swingline Lender shall not be required to make a Swingline
Loan to refinance an outstanding Swingline Loan.  Within the foregoing
limits and subject to the terms and conditions set forth herein, the Borrower
may borrow, prepay and reborrow Swingline Loans.

     

    (b)           To
request a Swingline Loan, the Borrower shall notify the Administrative Agent of
such request by telephone, not later than 11:00 a.m., Chicago, Illinois time, on
the day of a proposed Swingline Loan.  Each such notice shall be
irrevocable and shall specify the requested date (which shall be a Business Day)
and amount of the requested Swingline Loan.  Each such telephonic
Borrowing Request shall be confirmed promptly by hand delivery or telecopy to
the Administrative Agent of a written Borrowing Request signed by the
Borrower.  The Administrative Agent will promptly advise the Swingline
Lender of any such Borrowing Request received from the Borrower.  The
Administrative Agent will promptly notify each Lender of the funding of a
Swingline Loan, and the amount.

     

    (c)           The
Swingline Lender shall, by written notice given to the Administrative Agent not
later than 10:00 a.m., Chicago, Illinois time, on the third (3rd)
Business Day after the Swingline Loan has been funded require the Lenders to
acquire participations on such Business Day in all or a portion of the Swingline
Loans outstanding.  Such notice shall specify the aggregate amount of
Swingline Loans in which Lenders will participate.  Promptly upon
receipt of such notice, the Administrative Agent will give notice thereof to
each  Lender, specifying in such notice such Lender's Applicable
Percentage of such Swingline Loan or Loans.  Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Administrative Agent, for the account of the Swingline Lender,
such Lender's Applicable Percentage of such Swingline Loan or
Loans.  Each Lender acknowledges and agrees that its obligation to
acquire participations in Swingline Loans pursuant to this paragraph is absolute
and unconditional and shall not be affected by any circumstance whatsoever,
including the occurrence and continuance of a Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.  Each
Lender shall comply with its obligation under this paragraph by wire transfer of
immediately available funds, in the same manner as provided in Section 2.06 with
respect to Loans made by such Lender (and Section 2.06 shall
apply, mutatis
mutandis, to
the payment obligations of the Lenders), and the Administrative Agent shall
promptly pay to the Swingline Lender the amounts so received by it from the
Lenders.  The Administrative Agent shall notify the Borrower of any
participations in any Swingline Loan acquired pursuant to this paragraph, and
thereafter payments in respect of such Swingline Loan shall be made to the
Administrative Agent and not to the Swingline Lender.  Any amounts
received by the Swingline Lender from the Borrower (or other party on behalf of
the Borrower) in respect of a Swingline Loan after receipt by the Swingline
Lender of the proceeds of a sale of participations therein shall be promptly
remitted to the Administrative Agent; any such amounts received by the
Administrative

     


    
      
         


      

      
        29

        
          

        

      

      
         


      

    


    Agent
shall be promptly remitted by the Administrative Agent to the Lenders that shall
have made their payments pursuant to this paragraph and to the Swingline Lender,
as their interests may appear; provided that any such payment so remitted shall
be repaid to the Swingline Lender or to the Administrative Agent, as applicable,
if and to the extent such payment is required to be refunded to the Borrower for
any reason.  The purchase of participations in a Swingline Loan
pursuant to this paragraph shall not relieve the Borrower of any default in the
payment thereof.

     

    SECTION
2.05.  Letters of
Credit.

     

    (a)           General.  Subject
to the terms and conditions set forth herein, the Borrower may request the
issuance of Letters of Credit for its own account (or for the account of any
Subsidiary, and in such event the Borrower shall be obligated under this
Agreement and under such Letter of Credit as if the Borrower were the named
account party and such Letter of Credit shall create LC Exposure), in a form
reasonably acceptable to the Administrative Agent and the Issuing Bank, at any
time and from time to time during the Availability Period.  In the
event of any inconsistency between the terms and conditions of this Agreement
and the terms and conditions of any form of letter of credit application or
other agreement submitted by the Borrower to, or entered into by the Borrower
with, the Issuing Bank relating to any Letter of Credit, the terms and
conditions of this Agreement shall control.

     

    (b)           Notice of Issuance,
Amendment, Renewal, Extension; Certain Conditions.  To request
the issuance of a Letter of Credit (or the amendment, renewal or extension of an
outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or
transmit by electronic communication, if arrangements for doing so have been
approved by the Issuing Bank) to the Issuing Bank and the Administrative Agent
(reasonably in advance of the requested date of issuance, amendment, renewal or
extension) a notice requesting the issuance of a Letter of Credit, or
identifying the Letter of Credit to be amended, renewed or extended, and
specifying the date of issuance, amendment, renewal or extension (which shall be
a Business Day), the date on which such Letter of Credit is to expire (which
shall comply with paragraph (c) of this Section), the amount of such Letter
of Credit, the name and address of the beneficiary thereof and such other
information as shall be necessary to prepare, amend, renew or extend such Letter
of Credit.  If requested by the Issuing Bank, the Borrower also shall
submit a letter of credit application on the Issuing Bank's standard form in
connection with any request for a Letter of Credit.  A Letter of
Credit shall be issued, amended, renewed or extended only if (and upon issuance,
amendment, renewal or extension of each Letter of Credit the Borrower shall be
deemed to represent and warrant that), after giving effect to such issuance,
amendment, renewal or extension (i) the LC Exposure shall not exceed
$150,000,000, (ii) the sum of the total Revolving Credit Exposures plus the
aggregate principal amount of outstanding Competitive Loans shall not exceed the
total Commitments, (iii) no more than twenty (20) Letters of Credit shall be
outstanding, and (iv) the face amount of the subject Letter of Credit shall not
be less than

     


    
      
         


      

      
        30

        
          

        

      

      
         


      

    


    $50,000.  Promptly
upon the issuance, increase or extension of a Letter of Credit, the
Administrative Agent shall advise each Lender of the details
thereof.

     

    (c)           Expiration
Date.  Each Letter of Credit shall expire not later than the
close of business on the date that is ten (10) days prior to the Maturity
Date.  At least ten (10) days prior to the Maturity Date, any Letter
of Credit that will expire after the Maturity Date must be secured by cash
collateral as provided in Section
2.05(j).

     

    (d)           Participations.  By
the issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) and without any further action on the part of the
Issuing Bank or the Lenders, the Issuing Bank hereby grants to each Lender, and
each Lender hereby acquires from the Issuing Bank, a participation in such
Letter of Credit equal to such Lender's Applicable Percentage of the aggregate
amount available to be drawn under such Letter of Credit.  In
consideration and in furtherance of the foregoing, each Lender hereby absolutely
and unconditionally agrees to pay to the Administrative Agent, for the account
of the Issuing Bank, such Lender's Applicable Percentage of each LC Disbursement
made by the Issuing Bank and not reimbursed by the Borrower on the date due as
provided in paragraph (e) of this Section, or of any reimbursement payment
required to be refunded to the Borrower for any reason.  Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.  Letters of credit referred to on Schedule 2.05(d) have
previously been issued by JPMC under a previous loan agreement by and between
JPMC and other banks, as lenders, and Borrower.  Without the necessity
for any reissuance, such letters of credit shall be deemed issued under this
Agreement as “Letters of Credit” by JPMC as of the Effective Date hereof, and,
with respect to such letters of credit, JPMC shall have all the rights and
obligations of the Issuing Bank under this Agreement.

     

    (e)           Reimbursement.  If
the Issuing Bank shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such LC Disbursement by paying to the
Administrative Agent an amount equal to such LC Disbursement not later than
12:00 noon, Chicago, Illinois time, on the Business Day that such LC
Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., Chicago, Illinois time, on such date, or, if
such notice has not been received by the Borrower prior to such time on such
date, then not later than 12:00 noon, Chicago, Illinois time, on (i) the
Business Day that the Borrower receives such notice, if such notice is received
prior to 10:00 a.m., Chicago, Illinois time, on the day of receipt, or (ii) the
Business Day immediately following the day that the Borrower receives such
notice, if such notice is not received prior to such time on the day of receipt;
provided that
the Borrower may, subject to the conditions to borrowing set forth
herein,

     


    
      
         


      

      
        31

        
          

        

      

      
         


      

    


    request
in accordance with Section 2.03 or 2.04.A. that such
payment be financed with an ABR Revolving Borrowing or Swingline Loan in an
equivalent amount and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting ABR
Revolving Borrowing or Swingline Loan.  If the Borrower fails to make
such payment when due, the Administrative Agent shall promptly notify each
Lender of the applicable LC Disbursement, the payment then due from the Borrower
in respect thereof and such Lender's Applicable Percentage
thereof.  Promptly following receipt of such notice, each Lender shall
pay to the Administrative Agent its Applicable Percentage of the payment then
due from the Borrower, in the same manner as provided in Section 2.06
with respect to Loans made by such Lender (and Section 2.06
shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Issuing Bank the amounts so received by it from the
Lenders.  Promptly following receipt by the Administrative Agent of
any payment from the Borrower pursuant to this paragraph, the Administrative
Agent shall distribute such payment to the Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank as their interests may
appear.  Any payment made by a Lender pursuant to this paragraph to
reimburse the Issuing Bank for any LC Disbursement (other than the funding of
ABR Revolving Loans or a Swingline Loan as contemplated above) shall not
constitute a Loan and shall not relieve the Borrower of its obligation to
reimburse such LC Disbursement.

     

    (f)           Obligations
Absolute.  The Borrower's obligation to reimburse LC
Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations
hereunder.  Neither the Administrative Agent, the Lenders nor the
Issuing Bank, nor any of their Related Parties, shall have any liability or
responsibility by reason of or in connection with the issuance or transfer of
any Letter of Credit or any payment or failure to make any payment thereunder
(irrespective of any of the circumstances referred to in the preceding
sentence), or any error, omission, interruption, loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation of technical terms or any consequence arising from
causes beyond the control of the Issuing Bank; provided that the
foregoing shall not be construed to excuse the Issuing Bank from liability to
the

     


    
      
         


      

      
        32

        
          

        

      

      
         


      

    


    Borrower
to the extent of any direct damages (as opposed to consequential damages, claims
in respect of which are hereby waived by the Borrower to the extent permitted by
applicable law) suffered by the Borrower that are caused by the Issuing Bank's
failure to exercise care when determining whether drafts and other documents
presented under a Letter of Credit comply with the terms thereof.  The
parties hereto expressly agree that, in the absence of gross negligence or
willful misconduct on the part of the Issuing Bank, the Issuing Bank shall be
deemed to have exercised care in each such determination.  In
furtherance of the foregoing and without limiting the generality thereof, the
parties agree that, with respect to documents presented which appear on their
face to be in substantial compliance with the terms of a Letter of Credit, the
Issuing Bank may, in its sole discretion, either accept and make payment upon
such documents without responsibility for further investigation, regardless of
any information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

     

    (g)           Disbursement
Procedures.  The Issuing Bank shall, promptly following its
receipt thereof, examine all documents purporting to represent a demand for
payment under a Letter of Credit.  The Issuing Bank shall promptly
notify the Administrative Agent and the Borrower by telephone (confirmed by
telecopy) of such demand for payment and whether the Issuing Bank has made or
will make an LC Disbursement thereunder; provided that any
failure to give or delay in giving such notice shall not relieve the Borrower of
its obligation to reimburse the Issuing Bank and the Lenders with respect to any
such LC Disbursement.

     

    (h)           Interim
Interest.  If the Issuing Bank shall make any LC Disbursement,
then, unless the Borrower shall reimburse such LC Disbursement in full on the
date such LC Disbursement is made, the unpaid amount thereof shall bear
interest, for each day from and including the date such LC Disbursement is made
to but excluding the date that the Borrower reimburses such LC Disbursement, at
the rate per annum then applicable to ABR Revolving Loans; provided that, if the
Borrower fails to reimburse such LC Disbursement when due pursuant to paragraph (e) of
this Section, then Section 2.12(e) shall
apply.  Interest accrued pursuant to this paragraph shall be for the
account of the Issuing Bank, except that interest accrued on and after the date
of payment by any Lender pursuant to paragraph (e) of this Section to reimburse
the Issuing Bank shall be for the account of such Lender to the extent of such
payment.

     

    (i)           Replacement of the Issuing
Bank.  The Issuing Bank may be replaced at any time by written
agreement among the Borrower, the Administrative Agent, the replaced Issuing
Bank and the successor Issuing Bank.  If the credit rating of the
Issuing Bank has been downgraded so that the Issuing Bank no longer satisfies
the requirements of the beneficiary of a Letter of Credit, then the Borrower has
the right to replace the Issuing Bank as the issuer of that Letter of Credit
with a successor Issuing Bank (with the consent of the successor Issuing Bank)
which must be a Lender.  The Administrative Agent shall notify the
Lenders of any such replacement of the

     


    
      
         


      

      
        33

        
          

        

      

      
         


      

    


    Issuing
Bank.  At the time any such replacement shall become effective, the
Borrower shall pay all unpaid fees accrued for the account of the replaced
Issuing Bank pursuant to Section
2.11(b).  From and after the effective date of any such
replacement, (i) the successor Issuing Bank shall have all the rights and
obligations of the Issuing Bank under this Agreement with respect to Letters of
Credit to be issued thereafter and (ii) references herein to the term “Issuing
Bank” shall be deemed to refer to such successor or to any previous Issuing
Bank, or to such successor and all previous Issuing Banks, as the context shall
require.  After the replacement of an Issuing Bank hereunder, the
replaced Issuing Bank shall remain a party hereto and shall continue to have all
the rights and obligations of an Issuing Bank under this Agreement with respect
to Letters of Credit issued by it prior to such replacement, but shall not be
required to issue additional Letters of Credit.

     

    (j)           Cash
Collateralization.  If (i) any Event of Default shall occur and
be continuing, on the Business Day that the Borrower receives notice from the
Administrative Agent demanding the deposit of cash collateral pursuant to this
paragraph, or (ii) any Letter of Credit will expire after the Maturity Date as
allowed by Section
2.05(c), then at least ten (10) days before the Maturity Date, the
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Lenders, an amount in
cash equal to the LC Exposure as of such date plus any accrued and unpaid
interest thereon; provided that the
obligation to deposit such cash collateral shall become effective immediately,
and such deposit shall become immediately due and payable, without demand or
other notice of any kind, upon the occurrence of any Event of Default with
respect to the Borrower described in clause (g) or
(h) of Article VII.  Such
deposit shall be held by the Administrative Agent as collateral for the payment
and performance of the obligations of the Borrower under this
Agreement.  The Administrative Agent shall have exclusive dominion and
control, including the exclusive right of withdrawal, over such
account.  Other than any interest earned on the investment of such
deposits, which investments shall be made at the option and sole discretion of
the Administrative Agent and at the Borrower's risk and expense, such deposits
shall not bear interest.  Interest or profits, if any, on such
investments shall accumulate in such account.  Moneys in such account
shall be applied by the Administrative Agent to reimburse the Issuing Bank for
LC Disbursements for which it has not been reimbursed and, to the extent not so
applied, shall be held for the satisfaction of the reimbursement obligations of
the Borrower for the LC Exposure at such time or, if the maturity of the Loans
has been accelerated (but subject to the consent of Lenders with LC Exposure
representing greater than 51% of the total LC Exposure), be applied to satisfy
other obligations of the Borrower under this Agreement.  If the
Borrower is required to provide an amount of cash collateral hereunder as a
result of the occurrence of an Event of Default or because the Letter of Credit
will expire after the Maturity Date, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived, or after the Maturity Date has
been extended, respectively.

     


    
      
         


      

      
        34

        
          

        

      

      
         


      

    


    SECTION
2.06.  Funding of Borrowings.

     

    (a)           Each
Lender shall make each Loan to be made by it hereunder on the proposed date
thereof by wire transfer of immediately available funds by 12:00 noon, Chicago,
Illinois time, to the account of the Administrative Agent most recently
designated by it for such purpose by notice to the Lenders; provided that
Swingline Loans shall be made as provided in Section 2.04.A.  The
Administrative Agent will make such Loans available to the Borrower by promptly
crediting the amounts so received, in like funds, to an account of the Borrower
maintained with the Administrative Agent in Houston, Texas and designated by the
Borrower in the applicable Borrowing Request or Competitive Bid Request;
provided that ABR Revolving Loans made to finance the reimbursement of an LC
Disbursement as provided in Section 2.05(e) shall
be remitted by the Administrative Agent to the Issuing Bank.

     

    (b)           Unless
the Administrative Agent shall have received notice from a Lender prior to the
proposed date of any Borrowing that such Lender will not make available to the
Administrative Agent such Lender's share of such Borrowing, the Administrative
Agent may assume that such Lender has made such share available on such date in
accordance with paragraph (a) of this Section and may, in reliance upon such
assumption, make available to the Borrower a corresponding amount.  In
such event, if a Lender has not in fact made its share of the applicable
Borrowing available to the Administrative Agent, then the applicable Lender and
the Borrower severally agree to pay to the Administrative Agent forthwith on
demand such corresponding amount with interest thereon, for each day from and
including the date such amount is made available to the Borrower to but
excluding the date of payment to the Administrative Agent, at (i) in the case of
such Lender, the greater of the Federal Funds Effective Rate and a rate
determined by the Administrative Agent in accordance with banking industry rules
on interbank compensation or (ii) in the case of the Borrower, the interest rate
applicable to the corresponding Loan made to the Borrower.  If such
Lender pays such amount to the Administrative Agent, then such amount shall
constitute such Lender's Loan included in such Borrowing.  A
Defaulting Lender shall also make the payments required by the last paragraph of
Article
VIII.

     

    SECTION
2.07.  Interest
Elections.

     

    (a)           Each
Revolving Borrowing initially shall be of the Type specified in the applicable
Borrowing Request and, in the case of a Eurodollar Revolving Borrowing, shall
have an initial Interest Period as specified in such Borrowing
Request.  Thereafter, the Borrower may elect to convert such Borrowing
to a different Type or to continue such Borrowing and, in the case of a
Eurodollar Revolving Borrowing, may elect Interest Periods therefor, all as
provided in this Section.  The Borrower may elect different options
with respect to different portions of the affected Borrowing, in which case each
such portion shall be allocated ratably among the Lenders holding the Loans
comprising such Borrowing, and the Loans comprising each such

     


    
      
         


      

      
        35

        
          

        

      

      
         


      

    


    portion
shall be considered a separate Borrowing.  This Section shall not
apply to Competitive Borrowings or Swingline Borrowings, which may not be
converted or continued.

     

    (b)           To
make an election pursuant to this Section, the Borrower shall notify the
Administrative Agent of such election by telephone by the time that a Borrowing
Request would be required under Section 2.03 if the
Borrower were requesting a Revolving Borrowing of the Type resulting from such
election to be made on the effective date of such election.  Each such
telephonic Interest Election Request shall be irrevocable and shall be confirmed
promptly by hand delivery or telecopy to the Administrative Agent of a written
Interest Election Request in the form of a Borrowing Request (with proper
election made for an interest rate election only) and signed by the
Borrower.

     

    (c)           Each
telephonic and written Interest Election Request shall specify the following
information in compliance with Section 2.02:

     

    (i)           the
Borrowing to which such Interest Election Request applies and, if different
options are being elected with respect to different portions thereof, the
portions thereof to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and
(iv) below
shall be specified for each resulting Borrowing);

     

    (ii)           the
effective date of the election made pursuant to such Interest Election Request,
which shall be a Business Day;

     

    (iii)           whether
the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;
and

     

    (iv)           if
the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be
applicable thereto after giving effect to such election, which shall be a period
contemplated by the definition of the term “Interest Period”.

     

    If any
such Interest Election Request requests a Eurodollar Borrowing but does not
specify an Interest Period, then the Borrower shall be deemed to have selected
an Interest Period of seven days’ duration.

     

    (d)           Promptly
following receipt of an Interest Election Request, the Administrative Agent
shall advise each Lender of the details thereof and of such Lender's portion of
each resulting Borrowing.

     

    (e)           If
the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Revolving Borrowing prior to the end of the Interest Period
applicable thereto, then, unless such Borrowing is repaid as provided herein, at
the end of such Interest Period such

     


    
      
         


      

      
        36

        
          

        

      

      
         


      

    


    Borrowing
shall be converted to a Eurodollar Revolving Borrowing with an Interest Period
of seven days’ duration.  Notwithstanding any contrary provision
hereof, if an Event of Default has occurred and is continuing and the
Administrative Agent, at the request of the Required Lenders, so notifies the
Borrower, then, so long as an Event of Default is continuing (i) no outstanding
Revolving Borrowing may be converted to or continued as a Eurodollar Borrowing
and (ii) unless repaid, each Eurodollar Revolving Borrowing shall be
converted to an ABR Borrowing at the end of the Interest Period applicable
thereto.

     

    SECTION
2.08.  Termination, Reduction and
Increase of Commitments.

     

    (a)           Unless
previously terminated by the Administrative Agent in accordance with this
Agreement, the Commitments shall terminate on the Maturity Date.

     

    (b)           The
Borrower may only reduce the Commitments without the prior written consent of
the Administrative Agent and all of the Lenders in the following
circumstances:  the Borrower may from time to time prior to February
22, 2013 reduce the Commitments, provided that each reduction in the Commitments
shall be in an amount that is an integral multiple of $5,000,000 and the total
Commitments may not be reduced to less than $200,000,000.  The
Borrower shall not reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.10, the sum
of the total Revolving Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans would exceed the total Commitments as
reduced.

     

    (c)           The
Borrower shall notify the Administrative Agent of any election to reduce the
Commitments under Section 2.08(b) at
least five (5) Business Days prior to the effective date of such reduction,
specifying such election and the effective date thereof.  Promptly
following receipt of any notice, the Administrative Agent shall advise the
Lenders of the contents thereof.  Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable.  Any reduction
of the Commitments shall be permanent.  Each reduction in the
Commitments shall be made ratably among the Lenders in accordance with their
respective Commitments.

     

    (d)           So
long as the Borrower is not then in Default and so long as the Borrower has not
reduced the Commitment pursuant to Section 2.08(b), the
Borrower may on two (2) occasions prior to two (2) years after the date of this
Agreement, request that the aggregate Commitments be increased, so long as the
aggregate Commitments do not exceed Seven Hundred Million Dollars
($700,000,000.00) (the “Maximum
Commitment”).  If the Borrower requests that the aggregate
Commitments be increased, the Administrative Agent shall use commercially
reasonable efforts to obtain increased or additional commitments up to the
Maximum Commitment, and to do so the Administrative Agent may, after first
offering the Lenders the opportunity to participate in the increased
Commitments, obtain additional lenders of its choice (and approved by Borrower,
such approval not to be unreasonably withheld or

     


    
      
         


      

      
        37

        
          

        

      

      
         


      

    


    delayed),
and without the necessity of approval from any of the Lenders.  The
Borrower and each Guarantor shall execute an amendment to this Agreement,
additional Notes and other documents as the Administrative Agent may reasonably
require to evidence the increase of the Commitments, and the admission of
additional Persons as Lenders, if necessary.

     

    SECTION
2.09.  Repayment of Loans;
Evidence of Debt.

     

    (a)           The
Borrower hereby unconditionally promises to pay (i) to the Administrative Agent
for the account of each Lender the then unpaid principal amount of each
Revolving Loan on the Maturity Date, (ii) to the Administrative Agent for the
account of each Lender the then unpaid principal amount of each Competitive Loan
on the last day of the Interest Period applicable to such Loan, and (iii) to the
Swingline Lender the then unpaid principal amount of each Swingline Loan on the
earlier of the Maturity Date and the date that is two (2) Business Days after
such Swingline Loan is made.  The Loans shall be evidenced by the
Notes; provided, however, that upon written request of any Lender, its Loans
will be evidenced by this Agreement and a Note will not be executed in favor of
such Lender.  Except as set forth in the immediately preceding
sentence, the Revolving Loans shall be evidenced by Revolving Notes executed by
the Borrower, one to each Lender for such Lender’s Commitment.  The
Swingline Loans shall be evidenced by the Swingline Note.  Except as
set forth above, the Competitive Loans shall be evidenced by Competitive Notes
executed by the Borrower to each Lender, with each such Competitive Note being
in the original principal sum of $250,000,000.00, which is the maximum principal
amount of Competitive Loans that can be outstanding at any one time in the
aggregate under this Agreement.  Borrower’s liability to each Lender
under its Competitive Note shall not exceed the principal amount advanced by
such Lender as a Competitive Loan.

     

    (b)           Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness of the Borrower to such Lender resulting
from each Loan made by such Lender, including the amounts of principal and
interest payable and paid to such Lender from time to time
hereunder.

     

    (c)           The
Administrative Agent shall maintain accounts in which it shall record
(i) the amount of each Loan made hereunder, the Class and Type thereof and
the Interest Period applicable thereto, (ii) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder for the account of the Lenders and each Lender's
share thereof.  All payments received on the Notes shall be applied
first to pay the Swingline Loans.

     

    (d)           The
entries made in the accounts maintained pursuant to paragraph (b)
or (c) of
this Section shall be prima facie evidence of the
existence and amounts of the obligations recorded therein; provided that the
failure of any Lender or the Administrative Agent to maintain

     


    
      
         


      

      
        38

        
          

        

      

      
         


      

    


    such
accounts or any error therein shall not in any manner affect the obligation of
the Borrower to repay the Loans in accordance with the terms of this
Agreement.

     

    SECTION
2.10.  Prepayment of
Loans.

     

    (a)           The
Borrower shall have the right at any time and from time to time to prepay,
without penalty, any Borrowing in whole or in part, subject to prior notice in
accordance with paragraph (b) of this Section, and subject to Section 2.15, if
applicable; provided that the Borrower shall not have the right to prepay any
Competitive Loan without the prior consent of the Lender thereof.

     

    (b)           The
Borrower shall notify the Administrative Agent (and, in the case of prepayment
of a Swingline Loan, the Swingline Lender) by telephone (confirmed by telecopy)
of any prepayment hereunder (i) in the case of prepayment of a Eurodollar
Revolving Borrowing, not later than 1:00 p.m., Chicago, Illinois time, three (3)
Business Days before the date of prepayment, (ii) in the case of prepayment of
an ABR Revolving Borrowing, not later than 1:00 p.m., Chicago, Illinois
time, one (1) Business Day before the date of prepayment, or (iii) in the case
of prepayment of a Swingline Loan, not later than 11:00 a.m., Chicago, Illinois
time, on the date of prepayment.  Each such notice shall be
irrevocable and shall specify the prepayment date and the principal amount of
each Borrowing or portion thereof to be prepaid.  Promptly following
receipt of any such notice relating to a Revolving Borrowing, the Administrative
Agent shall advise the Lenders of the contents thereof.  Each partial
prepayment of any Revolving Borrowing shall be in an amount that would be
permitted in the case of an advance of a Revolving Borrowing of the same Type as
provided in Section
2.02.  Each prepayment of a Revolving Borrowing shall be
applied ratably to the Loans included in the prepaid
Borrowing.  Prepayments shall be accompanied by accrued interest to
the extent required by Section
2.12.

     

    (c)           In
connection with the prepayment of any Loan prior to the expiration of the
Interest Period applicable thereto, the Borrower shall also pay any applicable
expenses pursuant to Section
2.15.

     

    (d)           Amounts
to be applied to the prepayment of Loans pursuant to any of the preceding
subsections of this Section shall be applied, first, to reduce outstanding ABR
Loans and next, to the extent of any remaining balance, to reduce outstanding
Eurodollar Loans.  Each such prepayment shall be applied to prepay
ratably the Loans of the Lender.

     

    SECTION
2.11.  Fees.

     

    (a)           The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a facility fee, which shall accrue at the Facility Fee Rate referenced in
the definition of Applicable Rate on the daily amount of the Commitment of such
Lender (whether used or

     


    
      
         


      

      
        39

        
          

        

      

      
         


      

    


    unused)
during the period from and including the date of this Agreement to but excluding
the date on which such Commitment terminates; provided that, if such Lender
continues to have any Revolving Credit Exposure after its Commitment terminates,
then such facility fee shall continue to accrue on the daily amount of such
Lender's Revolving Credit Exposure from and including the date on which its
Commitment terminates to but excluding the date on which such Lender ceases to
have any Revolving Credit Exposure.  Accrued facility fees shall be
payable in arrears on the last day of March, June, September and December of
each year and on the date on which the Commitments terminate, commencing on the
first such date to occur after the date hereof; provided that any facility fees
accruing after the date on which the Commitments terminate shall be payable on
demand.  All facility fees shall be computed on the basis of a year of
360 days and shall be payable for the actual number of days elapsed (including
the first day but excluding the last day).

     

    (b)           The
Borrower agrees to pay (i) to the Administrative Agent for the account of each
Lender a participation fee with respect to its participations in Letters of
Credit, which shall accrue at the same Applicable Rate used to determine the
interest rate applicable to Eurodollar Revolving Loans on the average daily
amount of such Lender's LC Exposure (excluding any portion thereof attributable
to unreimbursed LC Disbursements) during the period from and including the date
of this Agreement to but excluding the later of the date on which such Lender's
Commitment terminates and the date on which such Lender ceases to have any LC
Exposure, and (ii) to the Issuing Bank a fronting fee, in the amount of 0.20% of
the face amount of each Letter of Credit, as well as the Issuing Bank's standard
administrative fees with respect to the issuance, amendment, renewal or
extension of any Letter of Credit or processing of drawings
thereunder.  Participation fees accrued through and including the last
day of March, June, September and December of each year shall be payable on the
third Business Day following such last day, commencing on the first such date to
occur after the date of this Agreement; provided that all
such fees shall be payable on the date on which the Commitments terminate and
any such fees accruing after the date on which the Commitments terminate shall
be payable on demand.  Fronting fees shall be payable in full in
advance on the date of the issuance, or renewal or extension of each Letter of
Credit, and are not refundable.  JPMC shall not charge a fronting fee
for Letters of Credit issued under this Agreement to replace or extend the
letters of credit listed on Schedule
2.05(d).  Any other fees payable to the Issuing Bank pursuant
to this paragraph shall be payable within ten (10) days after
demand.  All participation fees and fronting fees shall be computed on
the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

     

    (c)           The
Borrower agrees to pay to the Administrative Agent, for its own account, fees
payable in the amounts and at the times separately agreed upon between the
Borrower and the Administrative Agent.

     


    
      
         


      

      
        40

        
          

        

      

      
         


      

    


    (d)           All
fees payable hereunder shall be paid on the dates due, in immediately available
funds, to the Administrative Agent (or to the Issuing Bank, in the case of fees
payable to it) for distribution, in the case of facility fees and participation
fees, to the Lenders.  Fees paid shall not be refundable under any
circumstances.

     

    SECTION
2.12.  Interest.

     

    (a)           The
Loans comprising each ABR Borrowing (including each Swingline Loan) shall
bear interest at the lesser of (x) the Alternate Base Rate plus the Applicable
Rate, or (y) the Maximum Rate.

     

    (b)           The
Loans comprising each Eurodollar Borrowing shall bear interest (i) in the case
of a Eurodollar Revolving Loan, at the lesser of (x) the Adjusted LIBO Rate for
the Interest Period in effect for such Borrowing plus the Applicable Rate, or
(y) the Maximum Rate, or (ii) in the case of a Eurodollar Competitive Loan, at
the lesser of (x) the LIBO Rate for the Interest Period in effect for such
Borrowing plus (or minus, as applicable) the Margin applicable to such Loan, or
(y) the Maximum Rate.

     

    (c)           Each
Fixed Rate Loan shall bear interest at the lesser of (i) the Fixed Rate
applicable to such Loan or (ii) the Maximum Rate.

     

    (d)           Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other
amount payable by the Borrower hereunder is not paid when due, whether at stated
maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in
the case of overdue principal of any Loan, the lesser of (x) 2% plus the rate
otherwise applicable to such Loan as provided in paragraphs (a), (b) and (c) of this Section,
or (y) the Maximum Rate, or (ii) in the case of any other amount, the lesser of
(x) 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this
Section, or (y) the Maximum Rate.

     

    (e)           Accrued
interest on each Loan shall be payable in arrears on each Interest Payment Date
for such Loan and, in the case of Revolving Loans, upon termination of the
Commitments; provided that (i)
interest accrued pursuant to paragraph (d) of this
Section shall be payable on demand, (ii) in the event of any repayment or
prepayment of any Loan (other than a prepayment of an ABR Revolving Loan prior
to the end of the Availability Period), accrued interest on the principal amount
repaid or prepaid shall be payable on the date of such repayment or prepayment
and (iii) in the event of any conversion of any Eurodollar Revolving Loan prior
to the end of the current Interest Period therefor, accrued interest on such
Loan shall be payable on the effective date of such conversion.

     


    
      
         


      

      
        41

        
          

        

      

      
         


      

    


    (f)           All
interest hereunder shall be computed on the basis of a year of 360 days, except
that interest computed by reference to the Alternate Base Rate shall be computed
on the basis of a year of 365 days (or 366 days in a leap year), and in each
case shall be payable for the actual number of days elapsed (including the first
day but excluding the last day).  The applicable Alternate Base Rate,
Adjusted LIBO Rate or LIBO Rate shall be determined by the Administrative Agent,
and such determination shall be conclusive absent manifest error.

     

    SECTION
2.13.  Alternate Rate of
Interest.  If prior to the commencement of any Interest Period
for a Eurodollar Borrowing:

     

    (a)           the
Administrative Agent determines (which determination shall be conclusive absent
manifest error) that adequate and reasonable means do not exist for ascertaining
the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period; or

     

    (b)           the
Administrative Agent is advised by the Required Lenders (or, in the case of a
Eurodollar Competitive Loan, the Lender that is required to make such Loan) that
(i) the Adjusted LIBO Rate or the LIBO Rate, as applicable, for such Interest
Period will not adequately and fairly reflect the cost to such Lenders (or
Lender) of making or maintaining their Loans (or its Loan) included in such
Borrowing for such Interest Period and (ii) such fact is generally applicable to
its loans of this type to similar borrowers, as evidenced by a certification
from such Lenders;

     

    then the
Administrative Agent shall give notice thereof to the Borrower and the Lenders
by telephone or telecopy as promptly as practicable thereafter and, until the
Administrative Agent notifies the Borrower and the Lenders that the
circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Revolving Borrowing to, or
continuation of any Revolving Borrowing as, a Eurodollar Borrowing shall be
ineffective, (ii) if any Borrowing Request requests a Eurodollar Revolving
Borrowing, such Borrowing shall be made as an ABR Borrowing and (iii) any
request by the Borrower for a Eurodollar Competitive Borrowing shall be
ineffective; provided that (A) if
the circumstances giving rise to such notice do not affect all the Lenders, then
requests by the Borrower for Eurodollar Competitive Borrowings may be made to
Lenders that are not affected thereby and (B) if the circumstances giving rise
to such notice affect only one Type of Borrowings, then the other Type of
Borrowings shall be permitted.

     

    SECTION
2.14.  Increased
Costs.

     

    (a)           If
any Change in Law shall:

     

    (i)           impose,
modify or deem applicable any reserve, special deposit or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
any

     


    
      
         


      

      
        42

        
          

        

      

      
         


      

    


    Lender
(except any such reserve requirement reflected in the Adjusted LIBO Rate) or the
Issuing Bank; or

     

    (ii)           impose
on any Lender or the Issuing Bank or the London interbank market any other
condition (other than one relating to Excluded Taxes) affecting this Agreement
or Eurodollar Loans or Fixed Rate Loans made by such Lender or any Letter of
Credit or participation therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender of
making or maintaining any Eurodollar Loan or Fixed Rate Loan (or of maintaining
its obligation to make any such Loan) or to increase the cost to such Lender or
the Issuing Bank of participating in, issuing or maintaining any Letter of
Credit or to reduce the amount of any sum received or receivable by such Lender
or the Issuing Bank hereunder (whether of principal, interest or otherwise),
then the Borrower will pay to such Lender or the Issuing Bank, as the case may
be, such additional amount or amounts as will compensate such Lender or the
Issuing Bank, as the case may be, for such additional costs incurred or
reduction suffered.

     

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

     

    (c)           A
certificate of a Lender or the Issuing Bank setting forth the amount or amounts
necessary to compensate such Lender or the Issuing Bank or its holding company,
as the case may be, as specified in paragraph (a) or
(b) of this
Section shall be delivered to the Borrower and shall be conclusive absent
manifest error.  The Borrower shall pay such Lender or the Issuing
Bank, as the case may be, the amount shown as due on any such certificate within
ten (10) days after receipt thereof.

     

    (d)           Failure
or delay on the part of any Lender or the Issuing Bank to demand compensation
pursuant to this Section shall not constitute a waiver of such Lender's or the
Issuing Bank's right to demand such compensation; provided that the
Borrower shall not be required to compensate a Lender or the Issuing Bank
pursuant to this Section for any increased

     


    
      
         


      

      
        43

        
          

        

      

      
         


      

    


    costs or
reductions incurred more than sixty (60) days prior to the date that such Lender
or the Issuing Bank, as the case may be, notifies the Borrower of the Change in
Law giving rise to such increased costs or reductions and of such Lender's or
the Issuing Bank's intention to claim compensation therefor; provided further that, if the
Change in Law giving rise to such increased costs or reductions is retroactive,
then the 60-day period referred to above shall be extended to include the period
of retroactive effect thereof.

     

    (e)           Notwithstanding
the foregoing provisions of this Section, a Lender shall not be entitled to
compensation pursuant to this Section in respect of any Competitive Loan if the
Change in Law that would otherwise entitle it to such compensation shall have
been publicly announced prior to submission of the Competitive Bid pursuant to
which such Loan was made.

     

    SECTION
2.15.  Break
Funding Payments.  In the event of (a) the payment of any
principal of any Eurodollar Loan or Fixed Rate Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of
Default), (b) the conversion of any Eurodollar Loan other than on the last day
of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Revolving Loan on the date specified in any notice
delivered pursuant hereto (regardless of whether such notice may be revoked
under Section 2.10(b)),
(d) the failure to borrow any Competitive Loan after accepting the
Competitive Bid to make such Loan, or (e) the assignment of any Eurodollar
Loan or Fixed Rate Loan other than on the last day of the Interest Period
applicable thereto as a result of a request by the Borrower pursuant to Section 2.18,
then, in any such event, the Borrower shall compensate each Lender for the loss,
cost and expense attributable to such event.  In the case of a
Eurodollar Loan, such loss, cost or expense to any Lender shall be deemed to
include an amount determined by such Lender to be the excess, if any, of (i) the
amount of interest which would have accrued on the principal amount of such Loan
had such event not occurred, at the Adjusted LIBO Rate that would have been
applicable to such Loan, for the period from the date of such event to the last
day of the then current Interest Period therefor (or, in the case of a failure
to borrow, convert or continue, for the period that would have been the Interest
Period for such Loan), over (ii) the amount of interest which would accrue on
such principal amount for such period at the interest rate which such Lender
would bid were it to bid, at the commencement of such period, for dollar
deposits of a comparable amount and period from other banks in the eurodollar
market.  A certificate of any Lender setting forth any amount or
amounts that such Lender is entitled to receive pursuant to this Section shall
be delivered to the Borrower and shall be conclusive absent manifest
error.  The Borrower shall pay such Lender the amount shown as due on
any such certificate within 10 days after receipt thereof.

     

    SECTION
2.16.  Taxes.

     

    (a)           Any
and all payments by or on account of any obligation of the Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or

     


    
      
         


      

      
        44

        
          

        

      

      
         


      

    


    Other
Taxes; provided that if the Borrower shall be required to deduct any Indemnified
Taxes or Other 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, any Lender or Issuing Bank (as the case may be) receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the Borrower shall make such deductions and (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law.

     

    (b)           In
addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c)           The
Borrower shall indemnify the Administrative Agent, each Lender and the Issuing
Bank, within ten (10) days after written demand therefor, for the full amount of
any Indemnified Taxes or Other Taxes paid by the Administrative Agent, such
Lender or the Issuing Bank, as the case may be, on or with respect to any
payment by or on account of any obligation of the Borrower hereunder (including
Indemnified Taxes or Other Taxes imposed or asserted on or attributable to
amounts payable under this Section) 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 Borrower by a Lender or the
Issuing Bank, or by the Administrative Agent on its own behalf or on behalf of a
Lender or the Issuing Bank, shall be conclusive absent manifest
error.

     

    (d)           As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by the
Borrower to a Governmental Authority, the Borrower 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.

     

    (e)           Any
Foreign Lender that is entitled to an exemption from or reduction of withholding
tax under the law of the jurisdiction in which the Borrower is located, or any
treaty to which such jurisdiction is a party, with respect to payments under
this Agreement shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably
requested by the Borrower as will permit such payments to be made without
withholding or at a reduced rate.

     

    SECTION
2.17.  Payments Generally; Pro Rata
Treatment; Sharing of Set-offs.

     

    (a)          The
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or reimbursement of LC Disbursements, or of
amounts

     


    
      
         


      

      
        45

        
          

        

      

      
         


      

    


    payable under Section 2.14, 2.15 or 2.16, or
otherwise) prior to 12:00 noon, Chicago, Illinois time, on the date when due, in
immediately available funds, without set-off or counterclaim.  Any
amounts received after such time on any date may, in the discretion of the
Administrative Agent, be deemed to have been received on the next succeeding
Business Day for purposes of calculating interest thereon.  All such
payments shall be made to the Administrative Agent at its offices at 10 South
Dearborn, Chicago, Illinois, except payments to be made directly to the Issuing
Bank or Swingline Lender as expressly provided herein and except that payments
pursuant to Sections 2.14, 2.15, 2.16 and 9.03 shall be made directly to the
Persons entitled thereto.  If the Administrative Agent receives a
payment for the account of a Lender prior to 12:00 noon, Chicago, Illinois time,
such payment must be delivered to the Lender on the same day and if it is not so
delivered due to the fault of the Administrative Agent, the Administrative Agent
shall pay to the Lender entitled to the payment interest thereon for each day
after payment should have been received by the Lender pursuant hereto until
the  Lender receives payment, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.  If any payment
hereunder shall be due on a day that is not a Business Day, the date for payment
shall be extended to the next succeeding Business Day, and, in the case of any
payment accruing interest, interest thereon shall be payable for the period of
such extension.  All payments hereunder shall be made in
Dollars.

     

    (b)           If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, unreimbursed LC
Disbursements, interest and fees then due hereunder, such funds shall be applied
(i) first, towards payment of interest and fees then due hereunder, ratably
among the parties entitled thereto in accordance with the amounts of interest
and fees then due to such parties, and (ii) second, towards payment of principal
and unreimbursed LC Disbursements then due hereunder, ratably among the parties
entitled thereto in accordance with the amounts of principal and unreimbursed LC
Disbursements then due to such parties.

     

    (c)           If
any Lender shall, by exercising any right of set-off or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Revolving Loans or participations in LC Disbursements or Swingline Loans
resulting in such Lender receiving payment of a greater proportion of the
aggregate amount of its Revolving Loans and participations in LC Disbursements
and Swingline Loans and accrued interest thereon than the proportion received by
any other Lender, then the Lender receiving such greater proportion shall
purchase (for cash at face value) participations in the Revolving Loans and
participations in LC Disbursements and Swingline Loans of other Lenders to the
extent necessary 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 Revolving Loans and participations in LC
Disbursements and Swingline Loans; provided that (i) if
any such

     


    
      
         


      

      
        46

        
          

        

      

      
         


      

    


    participations
are purchased and all or any portion of the payment giving rise thereto is
recovered, such participations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest, and (ii) the
provisions of this paragraph shall not be construed to apply to any payment made
by the Borrower pursuant to and in accordance with the express terms of this
Agreement or any payment obtained by a Lender as consideration for the
assignment of or sale of a participation in any of its Loans or participations
in LC Disbursements to any assignee or participant, other than to the Borrower
or any Subsidiary or Affiliate thereof (as to which the provisions of this
paragraph shall apply).  The Borrower 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 the Borrower rights of set-off and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of the
Borrower in the amount of such participation.

     

    (d)           Unless
the Administrative Agent shall have received notice from the Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders or the Issuing Bank hereunder that the Borrower will not make
such payment, the Administrative Agent may assume that the Borrower has made
such payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the Issuing Bank, as the case may be,
the amount due.  In such event, if the Borrower has not in fact made
such payment, then each of the Lenders or the Issuing Bank, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or Issuing Bank 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 Effective Rate and a rate determined by the Administrative Agent
in accordance with banking industry rules on interbank
compensation.

     

    (e)           If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.04.A,
2.05(d) or
(e), 2.06(b) or 2.17(d), then the
Administrative Agent may, in its discretion (notwithstanding any contrary
provision hereof), apply any amounts thereafter received by the Administrative
Agent for the account of such Lender to satisfy such Lender's obligations under
such Sections until all such unsatisfied obligations are fully
paid.

     

    (f)           If
the Administrative Agent or a Lender determines, in its sole discretion, that it
has received a refund of any Indemnified Taxes or Other Taxes as to which it has
been indemnified by the Borrower or with respect to which the Borrower has paid
additional amounts pursuant to this Section 2.17, it
shall pay over such refund to the Borrower (but only to the extent of indemnity
payments made, or additional amounts paid, by the Borrower under this Section 2.17
with respect to the Indemnified Taxes or Other Taxes giving rise to such
refund), net of all out-of-pocket expenses of the Administrative Agent or such
Lender and without interest (other than any interest paid by the relevant
Governmental Authority with respect to such refund); provided, that the
Borrower, upon the request of the Administrative Agent or such 

     

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

     

    Lender, agrees to repay the amount paid over to
the Borrower and without interest on such sums (plus any penalties, interest or
other charges imposed by the relevant Governmental Authority) to the
Administrative Agent or such Lender in the event the Administrative Agent or
such Lender is required to repay such refund to such Governmental
Authority.  This Section shall not be construed to require the
Administrative Agent or any Lender to make available its tax returns (or any
other information relating to its taxes which it deems confidential) to the
Borrower or any other Person.

     

    SECTION
2.18.  Mitigation Obligations;
Replacement of Lenders.

     

    (a)           Each
Lender and the Issuing Bank will notify the Borrower of any event occurring
after the date of this Agreement which will entitle such Person to compensation
pursuant to Sections 2.14
and 2.16 as
promptly as practicable after it obtains knowledge thereof and determines to
request such compensation, provided that such Person shall not be liable for the
failure to provide such notice.  If any Lender or the Issuing Bank
requests compensation under Section 2.14, or
if the Borrower is required to pay any additional amount to any such Person or
any Governmental Authority for the account of any Lender pursuant to Section 2.16,
then such Lender or the Issuing bank shall use reasonable efforts to avoid or
minimize the amounts payable, including, without limitation, the designation of
a different lending office for funding or booking its Loans and Letters of
Credit hereunder or the assignment of its rights and obligations hereunder to
another of its offices, branches or affiliates, if, in the judgment of such
Lender or the Issuing Bank, such designation or assignment (i) would eliminate
or reduce amounts payable pursuant to Section 2.14 or 2.16,
as the case may be, in the future and (ii) would not subject such Lender or
the Issuing Bank to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender or the Issuing Bank.  The Borrower
hereby agrees to pay all reasonable and documented costs and expenses incurred
by any Lender or the Issuing Bank in connection with any such designation or
assignment.

     

    (b)           If
any Lender requests compensation under Section 2.14, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 2.16, or
if any Lender becomes a Defaulting Lender, then the Borrower may, at its 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 Section 9.04),
all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent (and, if a Commitment is being assigned, the Issuing Bank), which consent
shall not unreasonably be withheld, (ii) such Lender shall have received payment
of an amount equal to the outstanding principal of its Loans and participations
in LC Disbursements and Swingline Loans, accrued interest thereon, accrued fees
and all other amounts payable to it hereunder, from the assignee (to


     

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    the extent of such outstanding principal and
accrued interest and fees) or the Borrower (in the case of all other amounts),
and (iii) in the case of any such assignment resulting from a claim for
compensation under Section 2.14 or payments required to be made pursuant to
Section 2.16, such assignment will result in a reduction in such compensation or
payments.  A Lender shall not be required to make any such assignment
and delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

     

    ARTICLE
III


     

    Representations and
Warranties

     

    The
Borrower represents and warrants to the Lenders, the Administrative Agent and
the Issuing Bank that:

     

    SECTION
3.01.  Organization;
Powers.  Each Credit Party is duly organized, validly existing
and in good standing under the laws of the jurisdiction of its organization, has
all requisite power and authority to carry on its business as now conducted and,
except where the failure to do so, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect, is qualified to
do business in, and is in good standing in, every jurisdiction where such
qualification is required.

     

    SECTION
3.02.  Authorization;
Enforceability.  The Transactions are within the trust,
corporate, partnership or limited liability company powers (as applicable) of
the respective Credit Parties and have been duly authorized by all necessary
corporate, partnership or limited liability company action.  This
Agreement and the Loan Documents have been duly executed and delivered by each
Credit Party which is a party thereto and constitute the legal, valid and
binding obligation of each such Person, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium
or other laws affecting creditors' rights generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity
or at law.

     

    SECTION
3.03.  Governmental Approvals; No
Conflicts.  The Transactions (a) do not require any consent or
approval of, registration or filing with, or any other action by, any
Governmental Authority, except such as have been obtained or made and are in
full force and effect, (b) will not violate any applicable law or regulation or
the charter, by-laws or other organizational documents of any Credit Party or
any of the Borrower's Subsidiaries or any order of any Governmental Authority,
(c) will not violate or result in a default under any indenture, agreement or
other instrument binding upon any Credit Party or any of the Borrower's
Subsidiaries or its assets, or give rise to a right thereunder to require any
payment to be made by any Credit Party or any of the Borrower's Subsidiaries,
and (d) will not result in the creation 

     

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

     

    or imposition of any Lien on any asset of any
Credit Party or any of the Borrower's Subsidiaries.

     

    SECTION
3.04.  Financial Condition; No
Material Adverse Change.

     

    (a)           The
Borrower has heretofore furnished to the Lenders financial statements (i) as of
and for the fiscal year ended December 31, 2008, reported on by Deloitte &
Touche LLP, independent public accountants, and (ii) as of and for the fiscal
quarter and the portion of the fiscal year ended September 30, 2009, certified
by its chief financial officer.  Such financial statements present
fairly, in all material respects, the financial position and results of
operations and cash flows of the Borrower and its consolidated Subsidiaries as
of such dates and for such periods in accordance with GAAP, subject to year-end
audit adjustments and the absence of footnotes in the case of the statements
referred to in clause (ii) above.

     

    (b)           Since
September 30, 2009, there has been no material adverse change in the business,
assets, operations, prospects or condition, financial or otherwise, of the
Borrower and its Subsidiaries, taken as a whole.

     

    SECTION
3.05.  Properties.

     

    (a)           Subject
to Liens permitted by Section 6.01, each of
the Borrower and its Subsidiaries has title to, or valid leasehold interests in,
all its real and personal property material to its business, except for minor
defects in title that do not interfere with its ability to conduct its business
as currently conducted or to utilize such properties for their intended
purposes.

     

    (b)           Each
of the Borrower and its Subsidiaries owns, or is licensed to use, all
trademarks, tradenames, copyrights, patents and other intellectual property
material to the Borrower’s business, and the use thereof by the Borrower and its
Subsidiaries does not infringe upon the rights of any other Person, except for
any such infringements that, individually or in the aggregate, could not
reasonably be expected to result in a Material Adverse Effect.

     

    (c)           All
components of all improvements included within the Real Property owned or
leased, as lessee, by any Credit Party, including, without limitation, the roofs
and structural elements thereof and the heating, ventilation, air conditioning,
plumbing, electrical, mechanical, sewer, waste water, storm water, paving and
parking equipment, systems and facilities included therein, are in good working
order and repair, subject to such exceptions which are not reasonably likely to
have, in the aggregate, a Material Adverse Effect.  All water, gas,
electrical, steam, compressed air, telecommunication, sanitary and storm sewage
lines and systems and other similar systems serving the Real Property owned or
leased by any Credit Party are installed and operating and are sufficient to
enable the Real Property to continue to be used and operated in the manner
currently being used and operated, and no Credit Party has any knowledge of
any

     


    
      
         


      

      
        50

        
          

        

      

      
         


      

    


    factor or
condition that reasonably could be expected to result in the termination or
material impairment of the furnishing thereof, subject to such exceptions which
are not likely to have, in the aggregate, a Material Adverse
Effect.  No improvement or portion thereof is dependent for its
access, operation or utility on any land, building or other improvement not
included in the Real Property owned or leased by the Borrower or its
Subsidiaries, other than for access provided pursuant to a recorded easement or
other right of way establishing the right of such access subject to such
exceptions which are not likely to have, in the aggregate, a Material Adverse
Effect.

     

    (d)           All
franchises, licenses, authorizations, rights of use, governmental approvals and
permits (including all certificates of occupancy and building permits) required
to have been issued by Governmental Authority to enable all Real Property owned
or leased by Borrower or any of its Subsidiaries to be operated as then being
operated have been lawfully issued and are in full force and effect, other than
those which the failure to obtain in the aggregate could not be reasonably
expected to have a Material Adverse Effect.  No Credit Party is in
violation of the terms or conditions of any such franchises, licenses,
authorizations, rights of use, governmental approvals and permits, which
violation would reasonably be expected to have a Material Adverse
Effect.

     

    (e)           None
of the Credit Parties has received any notice or has any knowledge, of any
pending, threatened or contemplated condemnation proceeding affecting any Real
Property owned or leased by Borrower or any of its Subsidiaries or any part
thereof, or any proposed termination or impairment of any parking at any such
owned or leased Real Property or of any sale or other disposition of any Real
Property owned or leased by Borrower or any of its Subsidiaries or any part
thereof in lieu of condemnation, which in the aggregate, are reasonably likely
to have a Material Adverse Effect.

     

    (f)           Except
for events or conditions not reasonably likely to have, in the aggregate, a
Material Adverse Effect, (i) no portion of any Real Property owned or leased by
Borrower or any of its Subsidiaries has suffered any material damage by fire or
other casualty loss which has not heretofore been completely repaired and
restored to its condition prior to such casualty, and (ii) no portion of
any Real Property owned or leased by Borrower or any of its Subsidiaries is
located in a special flood hazard area as designated by any federal Government
Authorities or any area identified by the insurance industry or other experts
acceptable to the Administrative Agent as an area that is a high probable
earthquake or seismic area, except as set forth on Schedule
3.05(f).

     

    SECTION
3.06.  Intellectual
Property.  To the knowledge of each Credit Party, such Credit
Party owns, or is licensed to use, all trademarks, trade names, copyrights,
patents and other intellectual property material to its business, and the use
thereof by such Credit Party does not infringe upon the rights of any other
Person, except for any such infringements that, 

     

    
      
        
        

      

      
        51

        
          

        

      

      
        
        

      

    

     

    individually
or in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect.  To the knowledge of each Credit Party, there are no
material slogans or other advertising devices, projects, processes, methods,
substances, parts or components, or other material now employed, or now
contemplated to be employed, by any Credit Party with respect to the operation
of any Real Property, and no claim or litigation regarding any slogan or
advertising device, project, process, method, substance, part or component or
other material employed, or now contemplated to be employed by any Credit Party,
is pending or threatened, the outcome of which could reasonably be expected to
have a Material Adverse Effect.

     

    SECTION
3.07.  Litigation and Environmental
Matters.

     

    (a)           There
are no actions, suits or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Borrower, threatened
against or affecting any Credit Party or any of the Borrower’s Subsidiaries
(i) as to which there is a reasonable possibility of an adverse
determination and that, if adversely determined, could reasonably be expected,
individually or in the aggregate, to result in a Material Adverse Effect (other
than the Disclosed Matters) or (ii) that involve this Agreement or the
Transactions.

     

    (b)           Except
for the Disclosed Matters and except with respect to any other matters that,
individually or in the aggregate, could not reasonably be expected to result in
a Material Adverse Effect :

     

    
      	
               
      

            	
              (i)

            	
              to
      the knowledge of the Credit Parties, all Real Property leased or owned by
      Borrower or any of its Subsidiaries is free from contamination by any
      Hazardous Material, except to the extent such contamination could not
      reasonably be expected to cause a Material Adverse
  Effect;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      the knowledge of the Credit Parties, the operations of Borrower and its
      Subsidiaries, and the operations at the Real Property leased or owned by
      Borrower or any of its Subsidiaries are in compliance with all applicable
      Environmental Laws, except to the extent such noncompliance could not
      reasonably be expected to cause a Material Adverse
  Effect;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              neither
      the Borrower nor any of its Subsidiaries have known liabilities with
      respect to Hazardous Materials and, to the knowledge of each Credit Party,
      no facts or circumstances exist which could reasonably be expected to give
      rise to liabilities with respect to Hazardous Materials, in either case,
      except to the extent such liabilities could not reasonably be expected to
      have a Material Adverse Effect;

            


    

     


    
      
         


      

      
        52

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iv)

            	
              neither
      the Real Property currently leased or owned by Borrower nor any of its
      Subsidiaries, nor, to the knowledge of any Credit Party, (x) any
      predecessor of any Credit Party, nor (y) any of Credit Parties’ Real
      Property owned or leased in the past, nor (z) any owner of Real Property
      leased or operated by Borrower or any of its Subsidiaries, are subject to
      any outstanding written order or contract, with any Governmental Authority
      or other Person, or to any federal, state, local, foreign or territorial
      investigation of which a Credit Party has been given notice respecting (A)
      Environmental Laws, (B) Remedial Action, or (C) the Release or threatened
      Release of any Hazardous Material, in each case, except to the extent such
      written order, contract or investigation could not reasonably be expected
      to have a Material Adverse Effect;

            


    

     

    
      	
               
      

            	
              (v)

            	
              none
      of the Credit Parties are subject to any pending legal proceeding alleging
      the violation of any Environmental Law nor, to the knowledge of each
      Credit Party, are any such proceedings threatened, in either case, except
      to the extent any such proceedings could not reasonably be expected to
      have a Material Adverse Effect;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              neither
      the Borrower nor any of its Subsidiaries nor, to the knowledge of each
      Credit Party, any predecessor of any Credit Party, nor to the knowledge of
      each Credit Party, any owner of Real Property leased by Borrower or any of
      its Subsidiaries, have filed any notice under federal, state or local,
      territorial or foreign law indicating past or present treatment, storage,
      or disposal of or reporting a Release of Hazardous Material into the
      environment, in each case, except to the extent such Release of Hazardous
      Material could not reasonably be expected to have a Material Adverse
      Effect;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              none
      of the operations of the Borrower or any of its Subsidiaries or, to the
      knowledge of each Credit Party, of any owner of premises currently leased
      by  Borrower or any of its Subsidiaries or of any tenant of
      premises currently leased from Borrower or any of its Subsidiaries,
      involve or previously involved the generation, transportation, treatment,
      storage or disposal of hazardous waste, as defined under 40 C.F.R. Part
      261.3 (in effect as of the date of this Agreement) or any state, local,
      territorial or foreign equivalent, in violation of Environmental Laws,
      except to the extent the same could not readily be expected to have a
      Material Adverse Effect; and

            


    

     


    
      
         


      

      
        53

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (viii)

            	
              to
      the knowledge of the Credit Parties, there is not now, nor has there been
      in the past (except, in all cases, to the extent the existence thereof
      could not reasonably be expected to have a Material Adverse Effect), on,
      in or under any Real Property leased or owned by Borrower or any of its
      Subsidiaries, or any of their predecessors (A) any underground storage
      tanks or surface tanks, dikes or impoundments (other than for surface
      water); (B) any friable asbestos-containing materials; (C) any
      polychlorinated biphenyls; or (D) any radioactive substances other than
      naturally occurring radioactive
material.

            


    

     

    (c)           Since
the date of this Agreement, there has been no change in the status of the
Disclosed Matters that, individually or in the aggregate, has resulted in, or
materially increased the likelihood of, a Material Adverse Effect.

     

    SECTION
3.08.  Compliance with Laws and
Agreements.  Each of the Credit Parties is in compliance with
all laws, regulations and orders of any Governmental Authority applicable to it
or its property and all indentures, agreements and other instruments binding
upon it or its property, except where the failure to do so, individually or in
the aggregate, could not reasonably be expected to result in a Material Adverse
Effect.  No Default has occurred and is continuing.

     

    SECTION
3.09.  Investment and Holding
Company Status.  Neither any of the Credit Parties nor any of
the Borrower's
Subsidiaries is (a) an “investment company” as defined in, or subject to
regulation under, the Investment Company Act of 1940 or (b) a “holding
company” as defined in, or subject to regulation under, the Public Utility
Holding Company Act of 1935.

     

    SECTION
3.10.  Taxes.  Each
Credit Party and each of the Borrower's Subsidiaries that
Borrower Controls has timely filed or caused to be filed all Tax returns and
reports required to have been filed and has paid or caused to be paid all Taxes
required to have been paid by it, except (a) Taxes that are being contested
in good faith by appropriate proceedings and for which such Person has set aside
on its books adequate reserves or (b) to the extent that the failure to do
so could not reasonably be expected to result in a Material Adverse
Effect.

     

    SECTION
3.11.  ERISA.  No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect.  The present value of all accumulated benefit obligations
under each Plan (based on the assumptions used for purposes of Statement of
Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed by more than
$10,000,000 the fair market value of the assets of such Plan, and the present
value of all accumulated benefit obligations of all underfunded Plans (based on
the assumptions used for

     


    
      
         


      

      
        54

        
          

        

      

      
         


      

    


    purposes
of Statement of Financial Accounting Standards No. 87) did not, as of the
date of the most recent financial statements reflecting such amounts, exceed by
more than $10,000,000 the fair market value of the assets of all such
underfunded Plans.

     

    SECTION
3.12.  Disclosure.  The
Borrower has disclosed or made available to the Lenders all agreements,
instruments and corporate or other restrictions to which it, any other Credit
Party, or any of its Subsidiaries is subject, and all other matters known to it,
that, in the aggregate, could reasonably be expected to result in a Material
Adverse Effect.  Neither the Confidential Information Memorandum dated
November 2009 prepared by the Administrative Agent in conjunction with the
Borrower, nor any of the other reports, financial statements, certificates or
other information furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender in connection with the negotiation of this
Agreement or delivered hereunder (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 misleading; provided that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time.

     

    SECTION
3.13.  Insurance.  Borrower
has provided to Administrative Agent an insurance schedule which accurately sets
forth, in all material respects, as of the Effective Date all insurance policies
and programs currently in effect with respect to the assets and business of
Borrower and its Subsidiaries, specifying for each such policy and program, (i)
the amount thereof, (ii) the risks insured against thereby, (iii) the name of
the insurer and each insured party thereunder, (iv) the policy or other
identification number thereof and (v) the expiration date
thereof.  Such insurance policies and programs (or such other similar
policies as are permitted pursuant to Section 5.06) are
currently in full force and effect, and, together with payment by the insured of
scheduled deductible payments, are in amounts sufficient to cover the
replacement value of the respective assets of the Borrower and its
Subsidiaries.

     

    SECTION
3.14.  Margin
Regulations.  The Borrower is not engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock (within
the meaning of Regulation U issued by the Board), and no proceeds of any Loan or
Letter of Credit will be used to purchase or carry any margin
stock.

     

    SECTION
3.15.  Subsidiaries.  As
of the Effective Date, the Borrower has only the Subsidiaries listed on Schedule 3.15
attached hereto.  Each of the Borrower's Subsidiaries that
is a corporation other than Weingarten Investments Inc. is a “qualified REIT
subsidiary” under Section 856 of the Code.

     


    
      
         


      

      
        55

        
          

        

      

      
         


      

    


    ARTICLE
IV

     

    


     

    Conditions

     

    SECTION
4.01.  Effective
Date.  The obligations of the Lenders to make Loans and of the
Issuing Bank to issue Letters of Credit hereunder shall not become effective
until the date on which each of the following conditions is satisfied (or waived
in accordance with Section
9.02):

     

    (a)           The
Administrative Agent (or its counsel) shall have received from each Credit Party
either (i) a counterpart of this Agreement and all other Loan Documents to
which it is party signed on behalf of such party or (ii) written evidence
satisfactory to the Administrative Agent (which may include telecopy
transmission of a signed signature page of each such Loan Document other than
the Notes) that such party has signed a counterpart of the Loan Documents,
together with copies of all Loan Documents.

     

    (b)           The
Administrative Agent shall have received a favorable written opinion (addressed
to the Administrative Agent and the Lenders and dated the Effective Date) of
Winstead PC, counsel for the Borrower, covering such matters relating to the
Credit Parties, the Loan Documents or the Transactions as the Required Lenders
shall reasonably request.  The Borrower hereby requests such counsel
to deliver such opinion.

     

    (c)           The
Administrative Agent shall have received such documents and certificates as the
Administrative Agent or its counsel may reasonably request relating to the
organization, existence and good standing of the Credit Parties, the
authorization of the Transactions and any other legal matters relating to the
Credit Parties, this Agreement or the Transactions, all in form and substance
satisfactory to the Administrative Agent and its counsel.

     

    (d)           The
Administrative Agent shall have received a Compliance Certificate, dated the
date of this Agreement (but calculated as of, and for the period ending,
September 30, 2009) and signed by a Financial Officer of the Borrower, in form
and substance satisfactory to the Administrative Agent.

     

    (e)           The
Administrative Agent shall have received all fees and other amounts due and
payable on or prior to the Effective Date, including, to the extent invoiced,
reimbursement or payment of all out-of-pocket expenses required to be reimbursed
or paid by the Borrower hereunder.

     

    The
Administrative Agent shall notify the Borrower and the Lenders of the Effective
Date, and such notice shall be conclusive and binding.

     


    
      
         


      

      
        56

        
          

        

      

      
         


      

    


    SECTION
4.02.  Each Credit Event.  The obligation of each Lender to
make a Loan on the occasion of any Borrowing, and of the Issuing Bank to issue,
amend, renew or extend any Letter of Credit, is subject to the satisfaction of
the following conditions:

     

    (a)           The
representations and warranties of each Credit Party set forth in this Agreement
or in any other Loan Document shall be true and correct on and as of the date of
such Borrowing or the date of issuance, amendment, renewal or extension of such
Letter of Credit, as applicable.

     

    (b)           At
the time of and immediately after giving effect to such Borrowing or the
issuance, amendment, renewal or extension of such Letter of Credit, as
applicable, no Default shall have occurred and be continuing.

     

    (c)           With
respect to (i) any requested Borrowings, the Borrower shall have complied with
Section 2.03 or
Section 2.04,
as applicable, and (ii) the request for the issuance, amendment, renewal or
extension of any Letters of Credit, the Borrower shall have complied with Section
2.05(b).

     

    Each
Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall be deemed to constitute a representation and warranty by the
Borrower on the date thereof as to the matters specified in this
Section.

     

    ARTICLE
V


     

    Affirmative
Covenants

     

    Until the
Commitments have expired or been terminated and the principal of and interest on
each Loan and all fees payable hereunder shall have been paid in full and all
Letters of Credit shall have expired or terminated and all LC Disbursements
shall have been reimbursed, the Borrower covenants and agrees with the Lenders
that:

     

    SECTION
5.01.  Financial Statements;
Ratings Change and Other Information.  The Borrower will
furnish to the Administrative Agent and each Lender:

     

    (a)           within
ninety (90) days after the end of each fiscal year of the Borrower, its audited
consolidated balance sheet and related statements of operations, stockholders'
equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported
on by Deloitte & Touche LLP or other independent public accountants of
recognized national standing (without a “going concern” or like qualification or
exception and without any qualification or exception as to the scope of such
audit) to the effect that such consolidated financial statements present fairly
in all material 

     

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

     

    respects
the financial condition and results of operations of the Borrower and its
consolidated Subsidiaries on a consolidated basis in accordance with GAAP
consistently applied;

     

    (b)           within
forty-five (45) days after the end of each of the first three fiscal quarters of
each fiscal year of the Borrower, its consolidated balance sheet and related
statements of operations, stockholders' equity and cash flows as of the end of
and for such fiscal quarter and the then elapsed portion of the fiscal year,
setting forth in each case in comparative form the figures for the corresponding
period or periods of (or, in the case of the balance sheet, as of the end of)
the previous fiscal year, all certified by one of its Financial Officers as
presenting fairly in all material respects the financial condition and results
of operations of the Borrower and its consolidated Subsidiaries on a
consolidated basis in accordance with GAAP consistently applied, subject to
normal year-end audit adjustments and the absence of footnotes;

     

    (c)           concurrently
with any delivery of financial statements under clause (a) or
(b) above, a certificate of a Financial Officer of the Borrower (the “Compliance
Certificate”) in the form of Exhibit B attached
hereto;

     

    (d)           promptly
after the same become publicly available for Forms 10-K and 10-Q described
below, and upon written request for items other than Forms 10-K and 10-Q
described below, copies of all periodic and other reports, proxy statements and
other materials filed by the Borrower or any Subsidiary with the Securities and
Exchange Commission (including registration statements and reports on Form 10-K,
10-Q and 8-K (or their equivalents)), or any Governmental Authority succeeding
to any or all of the functions of said Commission, or with any national
securities exchange, or distributed by the Borrower to its shareholders
generally, as the case may be;

     

    (e)           promptly
after Moody's or S&P shall have announced a change in the rating established
or deemed to have been established for the Index Debt, written notice of such
rating change;

     

    (f)           concurrently
with any delivery of financial statements under clause (a) above (or
earlier if prepared and completed earlier by the Borrower) a current capital
plan of the Borrower and its Subsidiaries (based on the Borrower's good faith
estimates and projections) for the next four (4) calendar quarters including
projected sources and uses of funds (including dividend and debt payments);
and

     

    (g)           promptly
following any request therefor, such other information regarding the operations,
business affairs and financial condition of any Credit Party or any Subsidiary
of the Borrower, or compliance with the terms of the Loan Documents, as the
Administrative Agent or any Lender may reasonably request.

     


    
      
         


      

      
        58

        
          

        

      

      
         


      

    


    SECTION
5.02.  Financial Tests.  The Borrower shall have and
maintain, on a consolidated basis in accordance with GAAP:

     

    (a)           a
Secured Debt to Total Asset Value Ratio no greater than thirty percent (30%) at
all times;

     

    (b)           a
Fixed Charge Coverage Ratio of not less than 1.50:1.00 at all
times;

     

    (c)           a
Net Worth of at least Two Billion Four Hundred Million Dollars ($2,400,000,000),
plus fifty percent (50%) of the net proceeds (gross proceeds less reasonable and
customary costs of sale and issuance paid to Persons not Affiliates of any
Credit Party) received by the Borrower at any time from the issuance of capital
stock of the Borrower after the date of this Agreement, at all
times;

     

    (d)           an
Unencumbered Interest Coverage Ratio of not less than 2.00:1.00 at all
times;

     

    (e)           an
Unencumbered Debt Yield of not less than thirteen percent (13%) at all times;
and

     

    (f)           a
Debt to Total Asset Value Ratio no greater than sixty percent (60%) at all
times.

     

    SECTION
5.03.  Notices of Material
Events.  The Borrower will furnish to the Administrative Agent
and each Lender written notice of the following promptly after it becomes aware
of same:

     

    (a)           the
occurrence of any Default;

     

    (b)           the
filing or commencement of any action, suit or proceeding by or before any
arbitrator or Governmental Authority against or affecting any Credit Party or
any Affiliate thereof that, if adversely determined, could reasonably be
expected to result in a Material Adverse Effect;

     

    (c)           the
occurrence of any ERISA Event that, alone or together with any other ERISA
Events that have occurred, could reasonably be expected to result in liability
of the Borrower and its Subsidiaries in an aggregate amount exceeding
$10,000,000; and

     

    (d)           any
other development that results in, or could reasonably be expected to result in,
a Material Adverse Effect.

     

    Each
notice delivered under this Section shall be accompanied by a statement of a
Financial Officer or other executive officer of the Borrower setting forth the
details of the event

     


    
      
         


      

      
        59

        
          

        

      

      
         


      

    


    or
development requiring such notice and any action taken or proposed to be taken
with respect thereto.

     

    SECTION
5.04.  Existence; Conduct of
Business.  The Borrower will, and will cause each of its
Subsidiaries that it Controls to, do or cause to be done all things necessary to
preserve, renew and keep in full force and effect its legal existence and the
rights, licenses, permits, privileges and franchises material to the conduct of
its business; provided that the foregoing shall not prohibit any merger,
consolidation, liquidation or dissolution permitted under Section 6.02.  The
Borrower will maintain at least one class of common shares of the Borrower
having trading privileges on the New York Stock Exchange.

     

    SECTION
5.05.  Payment of
Obligations.  The Borrower will, and will cause each of its
Subsidiaries that it Controls to, pay its obligations, including Tax
liabilities, that, if not paid, could result in a Material Adverse Effect before
the same shall become delinquent or in default, except where (a) the validity or
amount thereof is being contested in good faith by appropriate proceedings, (b)
the Borrower or such Subsidiary has set aside on its books adequate reserves
with respect thereto in accordance with GAAP and (c) the failure to make payment
pending such contest could not reasonably be expected to result in a Material
Adverse Effect.

     

    SECTION
5.06.  Maintenance of Properties;
Insurance.  The Borrower will, and will cause each of its
Subsidiaries that it Controls to, (a) keep and maintain all property
material to the conduct of its business in good working order and condition,
ordinary wear and tear excepted, and (b) maintain, with financially sound
and reputable insurance companies, insurance in such amounts and against such
risks as are set forth in the schedule provided pursuant to Section 3.13, or as
are customarily maintained by companies engaged in the same or similar
businesses operating in the same or similar locations.

     

    SECTION
5.07.  Books
and Records; Inspection Rights.

     

    (a)           The
Borrower will, and will cause each of its Subsidiaries that it Controls to, keep
proper books of record and account in which full, true and correct entries are
made of all dealings and transactions in relation to its business and
activities.

     

    (b)           The
Borrower will, and will cause each of its Subsidiaries that it Controls to,
permit any representatives designated by the Administrative Agent or any Lender,
upon reasonable prior notice and subject to rights of tenants, to visit and
inspect its properties, to examine and make extracts from its books and records,
and to discuss its affairs, finances and condition with its officers and
independent accountants, all at such reasonable times and as often as reasonably
requested.

     


    
      
         


      

      
        60

        
          

        

      

      
         


      

    


    SECTION
5.08.  Compliance with Laws.  The Borrower will, and will
cause each of its Subsidiaries that it Controls to, comply with all laws, rules,
regulations and orders of any Governmental Authority (a) applicable to it or its
property, except where the failure to do so, individually or in the aggregate,
could not reasonably be expected to result in a Material Adverse Effect, and (b)
required to maintain, and will at all times qualify as and maintain, its status
as a real estate investment trust under Section 856(c)(1) of the
Code.

     

    SECTION
5.09.  Use
of Proceeds and Letters of Credit.  The proceeds of the Loans
will be used for general corporate purposes including acquisition, development
and enhancement of Real Property.  No part of the proceeds of any Loan
will be used, whether directly or indirectly, for financing, funding or
completing the hostile acquisition of publicly traded Persons or for any purpose
that entails a violation of any of the Regulations of the Board, including
Regulations G, U and X.

     

    SECTION
5.10.  Fiscal
Year.  Borrower shall maintain as its fiscal year the twelve
(12)-month period ending on December 31 of each year.

     

    SECTION
5.11.  Environmental
Matters.

     

    (a)           Borrower
shall comply and shall cause each of its Subsidiaries that it Controls and each
Real Property owned or leased by such parties to comply in all material respects
with all applicable Environmental Laws currently or hereafter in effect, except
to the extent noncompliance could not reasonably be expected to have a Material
Adverse Effect.

     

    (b)           If
the Administrative Agent or the Required Lenders at any time have a reasonable
basis to believe that there may be a material violation of any Environmental Law
related to any Real Property owned or leased by Borrower or any of its
Subsidiaries that it Controls, or Real Property adjacent to such Real Property,
which could reasonably be expected to have a Material Adverse Effect, then
Borrower agrees, upon request from the Administrative Agent, to provide the
Administrative Agent, at the Borrower’s expense, with such reports,
certificates, engineering studies or other written material or data as the
Administrative Agent or the Required Lenders may reasonably require so as to
reasonably satisfy the Administrative Agent and the Required Lenders that any
Credit Party or Real Property owned or leased by them is in material compliance
with all applicable Environmental Laws.

     

    (c)           Borrower
shall, and shall cause each of its Subsidiaries that it Controls to, take such
Remedial Action or other action as required by Environmental Law or any
Governmental Authority

     

    SECTION
5.12.  Guaranties.  Each
wholly owned Subsidiary of Borrower now or hereafter in existence that (a) is
not a special purpose entity, or formed solely to own an interest

     


    
      
         


      

      
        61

        
          

        

      

      
         


      

    


    in a
special purpose entity, formed to own a single asset or group of assets in a
bankruptcy remote manner, and (b) owns material unencumbered assets (as
determined by the Administrative Agent), must execute and deliver to the
Administrative Agent a Guaranty (within forty-five (45) days after the calendar
quarter when the Subsidiary was formed or otherwise acquired for Subsidiaries
formed or otherwise acquired after the Effective Date).

     

    SECTION
5.13.  Further
Assurances.  At any time upon the request of the Administrative
Agent, Borrower will, promptly and at its expense, execute, acknowledge and
deliver such further documents and perform such other acts and things as the
Administrative Agent may reasonably request to evidence the Loans made hereunder
and interest thereon in accordance with the terms of this
Agreement.

     

    ARTICLE
VI


     

    Negative
Covenants

     

    Until the
Commitments have expired or terminated and the principal of and interest on each
Loan and all fees payable hereunder have been paid in full and all Letters of
Credit have expired or terminated and all LC Disbursements shall have been
reimbursed, the Borrower covenants and agrees with the Lenders
that:

     

    SECTION
6.01.  Liens.  The
Borrower will not create, incur, assume or permit to exist any Lien on any
property or asset now owned or hereafter acquired by it, or assign or sell any
income or revenues (including accounts receivable) or rights in respect of any
thereof, except:

     

    (a)           Permitted
Encumbrances;

     

    (b)           any
Lien on any property or asset of the Borrower or any Subsidiary existing on the
date hereof and set forth in Schedule 6.01;
provided that
(i) such Lien shall not apply to any other property or asset of the Borrower or
any Subsidiary and (ii) such Lien shall secure only those obligations (whether
present or future) set forth in the governing loan documents, as of the date
hereof and extensions, renewals and replacements thereof that do not increase
the outstanding principal amount thereof; and

     

    (c)           any
Lien securing Indebtedness not prohibited by this Agreement.

     

    SECTION
6.02.  Fundamental
Changes.

     

    (a)           The
Borrower will not, and will not permit any Subsidiary to, merge into or
consolidate with any other Person, or permit any other Person to merge into or
consolidate with it, or sell, transfer, lease or otherwise dispose of (in one
transaction or in a series of transactions)

     


    
      
         


      

      
        62

        
          

        

      

      
         


      

    


    all or
substantially all of the assets of the Borrower and its Subsidiaries when taken
as a whole, or all or substantially all of the stock of its Subsidiaries when
taken as a whole (in each case, whether now owned or hereafter acquired), or
liquidate or dissolve, except that, if at the time thereof and immediately after
giving effect thereto no Default shall have occurred and be continuing
(i) any Person may merge into, or consolidate with, the Borrower in a
transaction in which the Borrower is the surviving corporation, (ii) any
Person not a Credit Party may merge into, or consolidate with, any Subsidiary in
a transaction in which the surviving entity is a Subsidiary, (iii) any
Subsidiary not a Credit Party may sell, transfer, lease or otherwise dispose of
its assets to the Borrower or to another Subsidiary, (iv) any Subsidiary not a
Credit Party may liquidate or dissolve if the Borrower determines in good faith
that such liquidation or dissolution is in the best interests of the Borrower
and is not materially disadvantageous to the Lenders, (v) any Subsidiary
which is a Credit Party may merge into (or consolidate with) or liquidate or
dissolve into, any other Subsidiary which is a Credit Party, and (vi) any
Subsidiary which is a Credit Party may sell, transfer, lease or otherwise
dispose of its assets to Borrower or to any other Subsidiary which is a Credit
Party; provided that any such merger involving a Person that is not a wholly
owned Subsidiary immediately prior to such merger shall not be permitted unless
also permitted by Section 6.03.

     

    (b)           The
Borrower will not, and will not permit any of its Subsidiaries to, engage to any
material extent in any business other than businesses of the type conducted by
the Borrower and its Subsidiaries on the date of execution of this Agreement and
businesses reasonably related thereto.

     

    SECTION
6.03.  Investments, Loans, Advances
and Acquisitions.  The Borrower will not, and will not permit
any of its Subsidiaries to, purchase, hold or acquire (including pursuant to any
merger with any Person that was not a wholly owned Subsidiary prior to such
merger) any capital stock, evidences of indebtedness or other securities
(including any option, warrant or other right to acquire any of the foregoing)
of, make or permit to exist any loans or advances to, or make or permit to exist
any investment or any other interest in, any other Person, or purchase or
otherwise acquire (in one transaction or a series of transactions) any assets of
any other Person constituting a business unit, not including receivables,
deposits or prepaid items, except:

     

    (a)           Permitted
Investments;

     

    (b)           investments
in the capital stock of new or existing Subsidiaries and intercompany loans
between or among the Borrower and/or its Subsidiaries;

     

    (c)           investments
in Unconsolidated Affiliates (valued at an amount equal to the Value of each
Unconsolidated Affiliate’s Real Property multiplied by the Equity Percentage for
that Unconsolidated Affiliate), and in other real estate investment trusts (at
market value);

     


    
      
         


      

      
        63

        
          

        

      

      
         


      

    


    (d)           loans,
advances and extensions of credit to Affiliates of the Borrower that are
Mortgage Notes or are used to purchase TIF obligations;

     

    (e)           loans,
advances and extensions of credit that are not included in clause (d), so long
as the aggregate amount of such investments (exclusive of the intercompany loans
described in clause
(b) above) does not exceed five percent (5%) of Total Asset Value after
giving effect to such investments;

     

    (f)           undeveloped
land;

     

    (g)           Retail
Property;

     

    (h)           Real
Property that is being constructed or developed to be Retail Property or
Industrial Property, but is not yet completed (including such assets that such
Person has contracted to purchase for development with no option to terminate
the purchase agreement);

     

    (i)           Real
Property not constituting Retail Property or undeveloped land so long as the
aggregate amount of such investments does not exceed fifteen percent (15%) of
Total Asset Value after giving effect to such investments;

     

    (j)           capital
stock, obligations or securities received in settlement of debts (created in the
ordinary course of business) owing to the Borrower or any Subsidiary;
and

     

    (k)           mergers,
consolidations and other transactions permitted under Section 6.02, so long
as same do not cause the Borrower to be in violation of any provision of this
Section
6.03.

     

    In addition to the
foregoing, the aggregate amount or Value (in the case of (f) and (h)) of the
investments described in clauses (c), (d), (e), (f),
(h) and (j) above shall not
exceed thirty percent (30%) of Total Asset Value after giving effect to such
investments.  The loans and investments described above may be
purchased or acquired, directly or indirectly, through partnerships, joint
ventures, or otherwise.  The calculations in this Section will be made
without duplication if a loan or investment is within more than one category
described in this Section.

     

    SECTION
6.04.  Hedging
Agreements.  The Borrower will not, and will not permit any of
its Subsidiaries to, enter into any Hedging Agreement, other than Hedging
Agreements entered into in the ordinary course of business to hedge or mitigate
risks to which the Borrower or any Subsidiary is exposed in the conduct of its
business or the management of its liabilities.

     

    SECTION
6.05.  Transactions with
Affiliates.  The Borrower will not, and will not permit any of
its Subsidiaries to, sell, lease or otherwise transfer any property or assets
to, or purchase, lease or otherwise acquire any property or assets from, or
otherwise engage in any other transactions with, any of its Affiliates, except
(a) in the ordinary course of business at

     


    
      
         


      

      
        64

        
          

        

      

      
         


      

    


    prices
and on terms and conditions not less favorable to the Borrower or such
Subsidiary than could be obtained on an arm's-length basis from unrelated third
parties, and (b) transactions between or among the Borrower and its wholly owned
Subsidiaries not involving any other Affiliate.

     

    SECTION
6.06.  Restrictive
Agreements.  The Borrower will not, and will not permit any
Guarantor to, directly or indirectly, enter into, incur or permit to exist any
agreement or other arrangement (including the organizational documents of such
Person) that prohibits or restricts (a) the ability of the Borrower or any
Guarantor to create, incur or permit to exist any Lien upon, or sell, transfer
or otherwise convey all or any part of, any of its property or assets, or (b)
the ability of any Guarantor to pay dividends or other distributions with
respect to any shares of its capital stock or to make or repay loans or advances
to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the
Borrower or any other Subsidiary; provided that (i) the foregoing shall not
apply to restrictions and conditions imposed by law or by this Agreement, (ii)
the foregoing shall not apply to restrictions and conditions existing on the
date hereof, which are to the best of Borrower's knowledge, identified on Schedule 6.06 (but
shall apply to any extension or renewal of, or any amendment or modification
expanding the scope of, any such restriction or condition), (iii) the foregoing
shall not apply to customary restrictions and conditions contained in agreements
relating to the sale or other disposition of a Subsidiary pending such sale,
provided such restrictions and conditions apply only to the Subsidiary that is
to be sold and such sale is permitted hereunder, (iv) clause (a) of the
foregoing shall not apply to restrictions or conditions imposed by any agreement
relating to secured Indebtedness permitted by this Agreement if such
restrictions or conditions apply only to the property or assets securing such
Indebtedness, (v) clause (a) of the
foregoing shall not apply to customary provisions in leases restricting the
assignment thereof, and (vi) clause (a) of the
foregoing shall not apply to customary provisions in joint venture and
partnership agreements, or other organizational documents, with Persons other
than Borrower or its Affiliates restricting Liens on property owned thereby or
on venture or partnership interests.

     

    SECTION
6.07.  Government
Regulation.  The Borrower will not (a) be or become subject at
any time to any legal requirement, or list of any government agency (including,
without limitation, the U.S. Office of Foreign Asset Control list) that
prohibits or limits the Lenders from making any advance or extension of credit
to the Borrower or from otherwise conducting business with the Borrower, or (b)
fail to provide documentary and other evidence of the Borrower's identity as may
be requested by the Administrative Agent or any Lender at any time to enable the
Administrative Agent or any Lender to verify its identity or to comply with any
applicable legal requirement, including, without limitation, Section 326 of the
USA Patriot Act of 2001, 31 U.S.C. Section 5318.

     


    
      
         


      

      
        65

        
          

        

      

      
         


      

    


    ARTICLE
VII

     

    


     

    Events of
Default

     

    If any of
the following events (“Events of Default”)
shall occur:

     

    (a)           the
Borrower shall fail to pay any principal of any Loan or any reimbursement
obligation in respect of any LC Disbursement when and as the same shall become
due and payable, whether at the due date thereof or at a date fixed for
prepayment thereof or otherwise;

     

    (b)           any
Credit Party shall fail to pay any interest on any Loan or any fee or any other
amount (other than an amount referred to in clause (a) of
this Article) payable under any Loan Documents, when and as the same shall
become due and payable, and such failure shall continue unremedied for a period
of over three (3) Business Days;

     

    (c)           any
representation or warranty made or deemed made by or on behalf of any Credit
Party in or in connection with any Loan Document or any amendment or
modification thereof or waiver thereunder, or in any report, certificate,
financial statement or other document furnished pursuant to or in connection
with this Agreement or any amendment or modification hereof or waiver hereunder,
shall prove to have been incorrect in any material respect when made or deemed
made;

     

    (d)           the
Borrower shall fail to observe or perform any covenant, condition or agreement
contained in Article V
or VI other than Sections 5.05,
5.06, 5.07(a), 5.08, and 5.11;

     

    (e)           any
Credit Party shall fail to observe or perform any covenant, condition or
agreement contained in any Loan Document (other than those specified in clause (a), (b) or
(d) of this
Article), and such failure shall continue unremedied for a period of over thirty
(30) days after notice thereof from the Administrative Agent to the Borrower
(which notice will be given at the request of any Lender);

     

    (f)           the
principal of any Material Indebtedness is not paid when due, or the interest on
any Material Indebtedness is not paid when due and, in either case, any grace
period has expired, or any event or condition occurs that results in any
Material Indebtedness becoming due prior to its scheduled maturity or that
enables or permits (with or without the giving of notice, the lapse of time or
both) the holder or holders of any Material Indebtedness or any trustee or agent
on its or their behalf to cause any Material Indebtedness to become due, or to
require the prepayment, repurchase, redemption or defeasance thereof, prior to
its scheduled maturity; provided that this
clause (f)
shall not apply to secured Indebtedness that becomes due as a result of the
voluntary sale or transfer of the property or assets securing such
Indebtedness;

     


    
      
         


      

      
        66

        
          

        

      

      
         


      

    


    (g)           an
involuntary proceeding shall be commenced or an involuntary petition shall be
filed seeking (i) liquidation, reorganization or other relief in respect of
any Credit Party or any other Subsidiary, other than a Minority Subsidiary, of
the Borrower or its debts, or of a substantial part of its assets, under any
Federal, state or foreign bankruptcy, insolvency, receivership or similar law
now or hereafter in effect or (ii) the appointment of a receiver, trustee,
custodian, sequestrator, conservator or similar official for any Credit Party or
any other Subsidiary, other than a Minority Subsidiary, of the Borrower or for a
substantial part of its assets, and, in any such case, such proceeding or
petition shall continue undismissed for sixty (60) days or an order or decree
approving or ordering any of the foregoing shall be entered;

     

    (h)           any
Credit Party or any other Subsidiary, other than a Minority Subsidiary, of the
Borrower shall (i) voluntarily commence any proceeding or file any petition
seeking liquidation, reorganization or other relief under any Federal, state or
foreign bankruptcy, insolvency, receivership or similar law now or hereafter in
effect, (ii) consent to the institution of, or fail to contest in a timely
and appropriate manner, any proceeding or petition described in clause (h) of
this Article, (iii) apply for or consent to the appointment of a receiver,
trustee, custodian, sequestrator, conservator or similar official for such
Person or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such
proceeding, (v) make a general assignment for the benefit of creditors or
(vi) take any action for the purpose of effecting any of the
foregoing;

     

    (i)           any
Credit Party shall become unable, admit in writing its inability or fail
generally to pay its debts as they become due;

     

    (j)           one
or more judgments for the payment of money in an aggregate amount in excess of
$10,000,000 shall be rendered against any Credit Party, any other Subsidiary,
other than a Minority Subsidiary, of the Borrower or any combination thereof and
the same shall remain undischarged for a period of thirty (30) consecutive days
during which execution shall not be effectively stayed, or any action shall be
legally taken by a judgment creditor to attach or levy upon any assets of such
Person to enforce any such judgment;

     

    (k)           an
ERISA Event shall have occurred that, in the opinion of the Required Lenders,
when taken together with all other ERISA Events that have occurred, could
reasonably be expected to result in liability of the Borrower and its
Subsidiaries in an aggregate amount exceeding (i) $5,000,000 in any year or (ii)
$10,000,000 for all periods; or

     

    (l)           a
Change in Control shall occur;

     

    then, and
in every such event (other than an event described in clause (g) or (h) of this Article),
and at any time thereafter during the continuance of such event, the
Administrative Agent may, and at the request of the Required Lenders shall, by
notice to the Borrower, take some or all of

     


    
      
         


      

      
        67

        
          

        

      

      
         


      

    


    the
following actions, at the same or different times:  (i) terminate
the Commitments, and thereupon the Commitments shall terminate immediately,
(ii) declare the Loans then outstanding to be due and payable in whole (or
in part, in which case any principal not so declared to be due and payable may
thereafter be declared to be due and payable), and thereupon the principal of
the Loans so declared to be due and payable, together with accrued interest
thereon and all fees and other obligations of the Borrower accrued hereunder,
shall become due and payable immediately, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the Borrower, and
(iii) exercise any other rights or remedies provided under this Agreement
(including Section
2.05(j)) or any other Loan Document, or any other right or remedy
available by law or equity; and in case of any event described in clause (g) or (h) of this Article,
the Commitments shall automatically terminate and the principal of the Loans
then outstanding, together with accrued interest thereon and all fees and other
obligations of the Borrower accrued hereunder, shall automatically become due
and payable, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by the Borrower.

     

    ARTICLE
VIII

     

    The Administrative
Agent

     

    SECTION
8.01.  General.  Each
of the Lenders and the Issuing Bank hereby irrevocably appoints the
Administrative Agent as its agent 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, together with such actions and
powers as are reasonably incidental thereto.

     

    The bank
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 such bank and its Affiliates
may accept deposits from, lend money to and generally engage in any kind of
business with the Borrower or any Subsidiary or other Affiliate thereof as if it
were not the Administrative Agent hereunder.

     

    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein.  Without limiting the generality of the
foregoing, (a) the Administrative Agent shall not be subject to any
fiduciary or other implied duties, regardless of whether a Default has occurred
and is continuing, (b) the Administrative Agent shall not have any duty to
take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the
Administrative Agent is required to exercise in writing by the Required Lenders
(or such other number or percentage of the Lenders as shall be necessary under
the circumstances as provided in Section 9.02), and
(c) except as expressly set forth herein, the Administrative Agent shall not
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to any Credit Party that is communicated to
or

     


    
      
         


      

      
        68

        
          

        

      

      
         


      

    


    obtained
by the bank serving as 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 with the consent or at the request of the Required
Lenders (or such other number or percentage of the Lenders as shall be necessary
under the circumstances as provided in Section 9.02) or
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default (other
than the non-payment of principal of or interest on Loans) unless and until
written notice thereof is given to the Administrative Agent by the Borrower or a
Lender, and 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, (ii) the
contents of any certificate, report or other document delivered hereunder or in
connection herewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein,
(iv) the validity, enforceability, effectiveness or genuineness of this
Agreement 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.

     

    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 believed by it to be genuine
and to have been signed or sent 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 be made by the proper Person, and shall not
incur any liability for relying thereon.  The Administrative Agent may
consult with legal counsel (who may be counsel for the Borrower), 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 reasonably selected.

     

    The
Administrative Agent may perform any and all its duties and exercise its rights
and powers 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 its duties and exercise its rights and powers through
their respective Related Parties.  The exculpatory provisions of the
preceding paragraphs 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.

     

    Subject
to the appointment and acceptance of a successor Administrative Agent as
provided in this paragraph, the Administrative Agent may resign at any time by
notifying the Lenders, the Issuing Bank and the Borrower.  The
Required Lenders (without consideration of Administrative Agent's ownership
interest in the Loans) may remove Administrative Agent immediately at any time
it is determined that Administrative Agent has committed gross

     


    
      
         


      

      
        69

        
          

        

      

      
         


      

    


    negligence
or willful misconduct in the exercise of its duties hereunder.  Upon
any such resignation or removal, the Required Lenders shall have the right, with
the approval of Borrower (provided no Default has occurred and is continuing),
which approval shall not be unreasonably withheld, to appoint a
successor.  If no successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within thirty (30)
days after the retiring Administrative Agent gives notice of its resignation,
then the retiring Administrative Agent may, on behalf of the Lenders and the
Issuing Bank, appoint a successor Administrative Agent.  Upon the
acceptance of its appointment as Administrative Agent hereunder by a successor,
such successor shall succeed to and become vested with all the rights, powers,
privileges and duties of the retiring or removed Administrative Agent, and the
retiring or removed Administrative Agent shall be discharged from its duties and
obligations hereunder.  The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its
predecessor unless otherwise agreed between the Borrower and such
successor.  After the Administrative Agent's resignation or removal
hereunder, the provisions of this Article and Section 9.03
shall continue in effect for the benefit of such retiring or removed
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 it was
acting as Administrative Agent.

     

    Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender 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 also acknowledges
that it will, independently and without reliance upon the Administrative Agent
or any other Lender 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 related agreement
or any document furnished hereunder or thereunder.

     

    SECTION
8.02.  Defaulting
Lender.  If for any reason any Lender shall become a Defaulting
Lender, then, in addition to the rights and remedies that may be available to
Administrative Agent, the other Lenders, Borrower or any other party at law or
in equity, and not as a limitation thereof,

     

    
      	
               
      

            	
              (i)

            	
              such
      Defaulting Lender's right to participate in the administration of, or
      decision-making rights related to, the Loans, this Agreement and the other
      Loan Documents shall be suspended during the pendency of such failure or
      refusal;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              fees
      shall cease to accrue on the Commitment of such Defaulting Lender pursuant
      to Section
      2.11;

            


    

     


    
      
         


      

      
        70

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              the
      Commitment and the Loans of such Defaulting Lender shall not be included
      in determining whether all Lenders or the Required Lenders have taken or
      may take any action hereunder (including any consent to any amendment or
      waiver pursuant to Section 9.02);
      provided
      that any waiver, amendment or modification requiring the consent of all
      Lenders or each affected Lender which affects such Defaulting Lender
      differently than other affected Lenders shall require the consent of such
      Defaulting Lender;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      amount payable to such Defaulting Lender hereunder (whether on account of
      principal, interest, fees or otherwise) shall, in lieu of being
      distributed to such Defaulting Lender, and in satisfaction of any such
      payment obligation, be retained by Administrative Agent in a segregated
      account and, subject to any applicable requirements of law, be applied at
      such time or times as may be determined by Administrative Agent
      (a) first, to the
      payment of any amounts owing by such Defaulting Lender to Administrative
      Agent hereunder, (b) second, to the
      payment of any amounts owing by such Defaulting Lender to the Issuing Bank
      hereunder, (c) third, to the
      funding of any Loan or the funding or cash collateralization of any
      participating interest in any Letter of Credit in respect of which such
      Defaulting Lender has failed to fund its portion thereof as required by
      this Agreement, as determined by Administrative Agent, (d) fourth, if so
      determined by Administrative Agent and Borrower, held in such account as
      cash collateral for future funding obligations of the Defaulting Lender
      under this Agreement, (e) fifth, pro
      rata, to the payment of any amounts owing to Borrower or the Lenders as a
      result of any judgment of a court of competent jurisdiction obtained by
      Borrower or any Lender against such Defaulting Lender as a result of such
      Defaulting Lender's breach of its obligations under this Agreement, and
      (f) sixth, to such
      Defaulting Lender or as otherwise directed by a court of competent
      jurisdiction; provided that
      if such payment is a prepayment of the principal amount of any Loans or
      reimbursement obligations in respect of LC Disbursements which a
      Defaulting Lender has funded, such payment shall be applied solely to
      prepay the Loans of, and reimbursement obligations owed to, all
      non-defaulting Lenders pro rata prior to being applied to the prepayment
      of any Loans, or reimbursement obligations owed to, any Defaulting
      Lender;

            


    

     

    
      	
               
      

            	
              (v)

            	
              if
      any LC Exposure exists at the time a Lender becomes a Defaulting Lender
      then:

            


    

     


    
      
         


      

      
        71

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (1)

            	
              all
      or any part of such LC Exposure shall be reallocated among the
      non-defaulting Lenders in accordance with their respective Applicable
      Percentages but only to the extent the sum of all non-defaulting Lenders'
      Revolving Credit Exposures plus such Defaulting Lender's LC Exposure does
      not exceed the total of all non-defaulting Lenders’ Commitments;
      and

            


    

     

    
      	
               
      

            	
              (2)

            	
              if
      the reallocation described in clause (1)
      above cannot, or can only partially, be effected, the Borrower shall
      within one Business Day following notice by the Administrative Agent cash
      collateralize such Defaulting Lender's LC Exposure (after giving effect to
      any partial reallocation pursuant to clause (1)
      above) in accordance with the procedures set forth in Section 2.05(j)
      for so long as such LC Exposure is
outstanding;

            


    

     

    
      	
               
      

            	
              (3)

            	
              if
      the Borrower cash collateralizes any portion of such Defaulting Lender's
      LC Exposure pursuant to this Paragraph, the Borrower shall not be required
      to pay any fees to such Defaulting Lender pursuant to Section 2.11
      with respect to such Defaulting Lender's LC Exposure during the period
      such Defaulting Lender's LC Exposure is cash
    collateralized;

            


    

     

    
      	
               
      

            	
              (4)

            	
              if
      the LC Exposure of the non-defaulting Lenders is reallocated pursuant to
      this Paragraph, then the fees payable to the Lenders pursuant to Section 2.11
      shall be adjusted in accordance with such non-defaulting Lenders'
      Applicable Percentages; or

            


    

     

    
      	
               
      

            	
              (5)

            	
              if
      any Defaulting Lender's LC Exposure is neither cash collateralized nor
      reallocated pursuant to this Paragraph, then, without prejudice to any
      rights or remedies of the Issuing Bank or any Lender hereunder, all fees
      that otherwise would have been payable to such Defaulting Lender with
      respect to such Defaulting Lender's LC Exposure shall be payable to the
      Issuing Bank until such LC Exposure is cash collateralized and/or
      reallocated; and

            


    

     

    
      	
               
      

            	
              (vi)

            	
              so
      long as any Lender is a Defaulting Lender, the Issuing Bank shall not be
      required to issue, amend or increase any Letter of Credit, unless it is
      satisfied that the related exposure will be 100% covered by the
      Commitments of the non-defaulting Lenders and/or cash collateral will be
      provided by the Borrower in accordance with this Paragraph, and
      participating interests in any such newly issued or increased Letter
      of

            


    

     


    
      
         


      

      
        72

        
          

        

      

      
         


      

    


    Credit
shall be allocated among non-defaulting Lenders in a manner consistent with this
Paragraph (and Defaulting Lenders shall not participate therein).

     

    A
Defaulting Lender's rights to participate in Lender decision-making and to fully
participate in payments due from Borrower shall be restored only upon the
payment by such Defaulting Lender of the amounts as to which it is delinquent,
and any damages suffered by Borrower as a result of such Defaulting Lender's
default hereunder (including, without limitation, interest on any portion of
draw requests funded by Borrower with equity at the Prime Rate plus three
percent (3%) per annum).

     

    (i)           The
non-defaulting Lenders shall also have the right, but not the obligation, in
their respective, sole and absolute discretion, to acquire for no cash
consideration (pro rata, based on the respective Commitments of those Lenders
electing to exercise such right), the Defaulting Lender's Commitment to fund
future Loans (the “Future Commitment”).  Upon
any such purchase of the Defaulting Lender's Future Commitment, the Defaulting
Lender's share in future Loans and its rights under the Loan Documents with
respect thereto shall terminate on the date of purchase, and the Defaulting
Lender shall promptly execute all documents reasonably requested to surrender
and transfer such interest.  Each Defaulting Lender shall indemnify
Administrative Agent and each non-defaulting Lender from and against any and all
loss, damage or expenses, including, but not limited to, reasonable attorneys'
fees and funds advanced by Administrative Agent or by any non-defaulting Lender,
on account of a Defaulting Lender's failure to timely perform its obligations
under the Loan Documents.

     

    ARTICLE
IX

     

    Miscellaneous

     

    SECTION
9.01.  Notices.  Except
in the case of notices and other communications expressly permitted to be given
by telephone, 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 telecopy, as follows:

     

    (a)           if
to the Borrower, to it at 2600 Citadel Plaza Drive, P. O. Box 924111, Houston,
Texas 77292, Attention:  Steve Richter (Telecopy No. 713/866-6072);
with a copy to Weingarten Realty Investors, 2600 Citadel Plaza Drive, P. O. Box
924111, Houston, Texas 77292, Attention:  Linda Kubena (Telecopy No.
713/880-6107); with a copy to Winstead PC, 600 Travis Street, Suite 1100,
Houston, Texas 77002, Attention:  Vincent Marino (Telecopy No.
713/650-2400);

     

    (b)           if
to the Administrative Agent, to JPMorgan Chase Bank, N.A., 707 Travis Street,
6th
Floor North, Houston, Texas 77002, Attention:  Manager, Real Estate
Group (Telephone No.

     


    
      
         


      

      
        73

        
          

        

      

      
         


      

    


    713/216-1270
(Kristin Fentem) and Telecopy No. 713/216-2391, with a copy to JPMorgan Chase
& Co., Central Technology & Ops, 10 South Dearborn, Floor 07, Chicago,
Illinois 60603 Attention:  Yvonne Dixon (Telephone No. 312/385-7030
and Telecopy No. 312/385-7101);

     

    (c)           if
to the Issuing Bank, to it at JPMorgan Chase Bank, N.A., 707 Travis Street,
6th
Floor North, Houston, Texas 77002, Attention:  Manager, Real Estate
Group (Telephone No. 713/216-1270 (Kristin Fentem) and Telecopy No.
713/216-2391; and

     

    (d)           if
to any other Lender, to it at its address (or telecopy number) set forth on the
signature pages of this Agreement, or as provided to Borrower in writing by the
Administrative Agent or the Lender.

     

    Any party
hereto may change its address or telecopy number for notices and other
communications hereunder by notice to the other parties hereto.  All
notices and other communications given to any party hereto in accordance with
the provisions of this Agreement shall be deemed to have been given (i) if given
by telecopy, when such telecopy is transmitted to the telecopy number specified
in this Section and the appropriate confirmation is received (or if such day is
not a Business Day, on the next Business Day); (ii) if given by mail (return
receipt requested), on the earlier of receipt or three (3) Business Days after
such communication is deposited in the mail with first class postage prepaid,
addressed as aforesaid; or (iii) if given by any other means, when delivered at
the address specified in this Section; provided that notices
to the Administrative Agent under Article II shall not
be effective until received.

     

    SECTION
9.02.  Waivers;
Amendments.

     

    (a)           No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or under any other Loan Document shall
operate as a waiver thereof, nor shall any single or partial exercise of any
such right or power, or any abandonment or discontinuance of steps to enforce
such a right or power, preclude any other or further exercise thereof or the
exercise of any other right or power.  The rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders hereunder and under any
other Loan Document are cumulative and are not exclusive of any rights or
remedies that they would otherwise have.  No waiver of any provision
of this Agreement or consent to any departure by the Borrower therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b)
of this Section, and then such waiver or consent shall be effective only in the
specific instance and for the purpose for which given.  Without
limiting the generality of the foregoing, the making of a Loan or issuance of a
Letter of Credit shall not be construed as a waiver of any Default, regardless
of whether the Administrative Agent, any Lender or the Issuing Bank may have had
notice or knowledge of such Default at the time.

     


    
      
         


      

      
        74

        
          

        

      

      
         


      

    


    (b)           Neither
this Agreement nor any provision hereof may be waived, amended or modified
except pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or by the Borrower and the Administrative
Agent with the consent of the Required Lenders; provided that no such
agreement shall (i) increase the aggregate Commitments without the written
consent of each Lender, except pursuant to Section 2.08, or
increase the Commitment of any Lender without such Lender’s consent,
(ii) reduce the principal amount of any Loan or LC Disbursement or reduce
the rate of interest thereon, or reduce any fees payable hereunder, without the
written consent of each Lender affected thereby, (iii) postpone or extend
the scheduled date of payment of the principal amount of any Loan or LC
Disbursement, or any interest thereon, or any fees payable hereunder, or reduce
the amount of, waive or excuse any such payment, or postpone or extend the
scheduled date of expiration of any Commitment, without the written consent of
each Lender affected thereby, (iv) change Section 2.17(b) or
(c) in a manner
that would alter the pro rata sharing of payments required thereby, without the
written consent of each Lender, (v) change any of the provisions of this Section
or the definition of “Required Lenders” or any other provision hereof specifying
the number or percentage of Lenders required to waive, amend or modify any
rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender, or (vi) except for a release by the
Administrative Agent of a Guarantor whose Guaranty is no longer required
pursuant to Section
5.12, release any Credit Party from its obligations under the Loan
Documents, without the written consent of each Lender; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties
of the Administrative Agent, the Issuing Bank or the Swingline Lender hereunder
without the prior written consent of the Administrative Agent, the Issuing Bank
or the Swingline Lender, as the case may be.

     

    SECTION
9.03.  Expenses; Indemnity; Damage
Waiver.

     

    (a)           The
Borrower 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
and administration of this Agreement or any amendments, modifications or waivers
of the provisions hereof (whether or not the transactions contemplated hereby or
thereby shall be consummated); provided, however, that unless requested by the
Borrower, the Borrower shall not be required to pay the expenses associated with
assignments or participations from Lenders after the Effective Date in
accordance with Section 9.04, (ii)
all reasonable out-of-pocket expenses incurred by the Issuing Bank 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, the Issuing Bank or any Lender, including the fees,
charges and disbursements of any counsel for the Administrative Agent, the
Issuing Bank or any Lender, in connection with the enforcement or protection of
its rights in connection with this Agreement,

     


    
      
         


      

      
        75

        
          

        

      

      
         


      

    


    including
its rights under this Section, or 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.

     

    (b)           The
Borrower shall indemnify the Administrative Agent, the Issuing Bank and each
Lender, 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 fees, charges and disbursements
of any counsel for any Indemnitee, incurred by or asserted against any
Indemnitee arising out of, in connection with, or as a result of (i) the
execution or delivery of this Agreement or any agreement or instrument
contemplated hereby, the performance by the parties hereto of their respective
obligations hereunder or the consummation of the Transactions or any other
transactions contemplated hereby, (ii) any Loan or Letter of Credit or the
use of the proceeds therefrom (including any refusal by the Issuing Bank 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 Borrower or
any of its Subsidiaries, or any Environmental Liability related in any way to
the Borrower or any of its 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 and regardless of whether
any Indemnitee is a party thereto; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses resulted from the gross
negligence or willful misconduct of such Indemnitee.  THE FOREGOING INDEMNITY INDEMNIFIES
EACH INDEMNITEE FROM ITS OWN NEGLIGENCE.

     

    (c)           To
the extent that the Borrower fails to pay any amount required to be paid by it
to the Administrative Agent, the Issuing Bank or the Swingline Lender under
paragraph (a)
or (b) of this
Section, each Lender severally agrees to pay to the Administrative Agent, the
Issuing Bank or the Swingline Lender, 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, the Issuing Bank or the Swingline Lender in its capacity
as such.

     

    (d)           To
the extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, 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 or any agreement or instrument contemplated hereby, the Transactions,
any Loan or Letter of Credit or the use of the proceeds thereof.

     


    
      
         


      

      
        76

        
          

        

      

      
         


      

    


    (e)           All
amounts due under this Section shall be payable not later than ten days after
written demand therefor.

     

    SECTION
9.04.  Successors and
Assigns.

     

    (a)           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
(including any Affiliate of the Issuing Bank that issues any Letter of Credit),
except that (i) the Borrower may not assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of each Lender
(and any attempted assignment or transfer by the Borrower without such consent
shall be null and void), and (ii) a Lender may not assign or otherwise transfer
its rights or obligations hereunder except in accordance with this
Section.  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 (including any Affiliate of
the Issuing Bank that issues any Letter of Credit) and, to the extent expressly
contemplated hereby, the Related Parties of each of the Administrative Agent,
the Issuing Bank and the Lenders) any legal or equitable right, remedy or claim
under or by reason of this Agreement.

     

    (b)           (i)
Subject to the conditions set forth in paragraph (b)(ii)
below, any Lender may assign to one or more assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans at the time owing to it) with the prior written consent
(such consent not to be unreasonably withheld) of:

     

    (A) the
Borrower, provided that no
consent of the Borrower shall be required for an assignment to a Lender, an
Affiliate of a Lender, an Approved Fund or, if an Event of Default has occurred
and is continuing, any other assignee; and

     

    (B) the
Administrative Agent, provided that no
consent of the Administrative Agent shall be required for an assignment to a
Lender, an Affiliate of a Lender or an Approved Fund.  The
Administrative Agent will provide written notice of consent or denial within ten
(10) days Business Days after its receipt of a written request for
assignment.

     

    (ii)           Assignments
shall be subject to the following additional conditions:

     

    (A)
except in the case of an assignment to a Lender, an Affiliate of a Lender, or an
Approved Fund, or an assignment of the entire remaining amount of the assigning
Lender’s Commitment or Loans, the amount of the Commitment or 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

     


    
      
         


      

      
        77

        
          

        

      

      
         


      

    


    Administrative
Agent) shall not be less than $5,000,000 unless each of the Borrower and the
Administrative Agent otherwise consent, provided that no such
consent of the Borrower shall be required if an Event of Default has occurred
and is continuing;

     

    (B) 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, provided that this
clause shall not apply to rights and obligations in respect of outstanding
Competitive Loans;

     

    (C) the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee of
$3,500; and

     

    (D) the
assignee, if it shall not be a Lender, shall deliver to the Administrative Agent
an Administrative Questionnaire.

     

    (iii)           Subject
to acceptance and recording thereof pursuant to paragraph (b)(iv)
of this Section, from and after the effective date specified in each Assignment
and Assumption the assignee thereunder shall be a party hereto 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  2.14, 2.15,
2.16 and 9.03).  Any
assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this Section 9.04
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 paragraph (c) of this
Section.

     

    (iv)           The
Administrative Agent, acting for this purpose as an agent of the Borrower, shall
maintain at one of its offices in Houston, Texas 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 Commitment of, and principal amount of the
Loans and LC Disbursements owing to, each Lender pursuant to the terms hereof
from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent, the Issuing Bank and the Lenders may 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 the
Borrower, the Issuing Bank and any Lender, at any reasonable time and from time
to time upon reasonable prior notice.

     


    
      
         


      

      
        78

        
          

        

      

      
         


      

    


    (v)           Upon
its receipt of a duly completed Assignment and Assumption executed by an
assigning Lender and an assignee, the assignee's completed Administrative
Questionnaire (unless the assignee shall already be a Lender hereunder), the
processing and recordation fee referred to in paragraph (b) of
this Section and any written consent to such assignment required by paragraph (b) of this
Section, the Administrative Agent shall accept such Assignment and Assumption
and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been
recorded in the Register as provided in this paragraph.

     

    (c)           (i)
Any Lender may, without the consent of the Borrower, the Administrative Agent,
the Issuing Bank or the Swingline Lender, sell participations to one or more
banks or other entities (a “Participant”) in all
or a portion of such Lender's rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans owing to it); provided that
(A) such Lender's obligations under this Agreement shall remain unchanged,
(B) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Bank and the other Lenders shall continue to
deal solely and directly with such Lender in connection with such Lender's
rights and obligations under this Agreement.  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, modification or waiver
described in the first proviso to Section 9.02(b) that
affects such Participant.  Subject to paragraph (c)(ii) of
this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections
2.14, 2.15 and 2.16 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph
(b) of this Section.  To the extent permitted by law, each
Participant also shall be entitled to the benefits of Section 9.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.17(c) as
though it were a Lender.

     

    (ii)           A
Participant shall not be entitled to receive any greater payment under Section 2.14 or 2.16 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 Borrower's prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 2.16
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 2.16(e)
as though it were a Lender.

     

    (d)           Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank, and this Section shall not

     


    
      
         


      

      
        79

        
          

        

      

      
         


      

    


    apply to
any such pledge or assignment of a security interest; provided that written
notice thereof is given to the Administrative Agent and that no such pledge or
assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender
as a party hereto.

     

    SECTION
9.05.  Survival.  All
covenants, agreements, representations and warranties made by the Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans and issuance of any Letters of Credit,
regardless of any investigation made by any such other party or on its behalf
and notwithstanding that the Administrative Agent, the Issuing Bank or any
Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and
shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this
Agreement is outstanding and unpaid or any Letter of Credit is outstanding and
so long as the Commitments have not expired or terminated.  The
provisions of Sections
2.14, 2.15, 2.16 and 9.03 and Article VIII shall
survive and remain in full force and effect regardless of the consummation of
the transactions contemplated hereby, the repayment of the Loans, the expiration
or termination of the Letters of Credit and the Commitments or the termination
of this Agreement or any provision hereof.

     

    SECTION
9.06.  Counterparts; Integration;
Effectiveness.  This Agreement may be executed in counterparts
(and by different parties hereto on different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a
single contract.  This Agreement and any separate letter agreements
with respect to fees payable to the Administrative Agent 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 which, when taken together, bear the signatures of each of
the other parties hereto, and thereafter shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
assigns.  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.

     

    SECTION
9.07.  Severability.  Any
provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such invalidity, illegality or unenforceability without affecting the validity,
legality and enforceability of the remaining provisions hereof; and the
invalidity of a particular provision in a particular jurisdiction shall not
invalidate such provision in any other jurisdiction.

     


    
      
         


      

      
        80

        
          

        

      

      
         


      

    


    SECTION
9.08.  Right
of Setoff.  If an Event of Default shall have occurred and be
continuing, each Lender and each of its Affiliates is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender or Affiliate to or for the credit or the account of the Borrower against
any of and all the obligations of the Borrower now or hereafter existing under
this Agreement held by such Lender, irrespective of whether or not such Lender
shall have made any demand under this Agreement and although such obligations
may be unmatured.  Each Lender agrees promptly to notify the Borrower
after any such setoff and application made by such Lender, provided that the
failure to give such notice shall not affect the validity of such setoff and
application.  The rights of each Lender under this Section are in
addition to other rights and remedies (including other rights of setoff) which
such Lender may have.

     

    SECTION
9.09.  Governing Law; Jurisdiction;
Consent to Service of Process.

     

    (a)           This
Agreement shall be construed in accordance with and governed by the law of the
State of Texas.

     

    (b)           The
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the district courts of Harris
County, Texas and of the United States District Court of the Southern District
of Texas (Houston Division), and any appellate court from any thereof, in any
action or proceeding arising out of or relating to this Agreement, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such State or, to the
extent permitted by 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 shall
affect any right that the Administrative Agent, the Issuing Bank or any Lender
may otherwise have to bring any action or proceeding relating to this Agreement
against the Borrower or its properties in the courts of any
jurisdiction.

     

    (c)           The
Borrower hereby irrevocably and unconditionally waives, to the fullest extent it
may legally and effectively do so, any objection which it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement 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 law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

     


    
      
         


      

      
        81

        
          

        

      

      
         


      

    


    (d)           Each
party to this Agreement irrevocably consents to service of process in the manner
provided for notices in Section 9.01.  Nothing
in this Agreement will affect the right of any party to this Agreement to serve
process in any other manner permitted by law.

     

    SECTION
9.10.  WAIVER OF JURY
TRIAL.  THE BORROWER, THE ADMINISTRATIVE AGENT AND THE LENDERS
HEREBY ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT
THAT IT MAY BE WAIVED.  EACH OF THEM, AFTER CONSULTING OR HAVING HAD
THE OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY
AND INTENTIONALLY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN
ANY LITIGATION (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG
THEM ARISING OUT OF OR IN ANY WAY RELATED TO THE LOAN DOCUMENTS OR ANY OF THE
TRANSACTIONS CONTEMPLATED BY THE LOAN DOCUMENTS OR ANY COURSE OF CONDUCT,
DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN), OR ACTION OF ANY OF
THEM.  THIS PROVISION IS A MATERIAL INDUCEMENT TO LENDERS TO PROVIDE
THE FINANCING DESCRIBED HEREIN OR IN THE OTHER LOAN DOCUMENTS.

     

    SECTION
9.11.  Headings.  Article
and Section headings and the Table of Contents used herein are for convenience
of reference only, are not part of this Agreement and shall not affect the
construction of, or be taken into consideration in interpreting, this
Agreement.

     

    SECTION
9.12.  Confidentiality.  Each
of the Administrative Agent, the Issuing Bank and the Lenders agrees to maintain
the confidentiality of the Information (as defined below), except that
Information may be disclosed (a) to its and its Affiliates' directors,
officers, employees and agents, including accountants, legal counsel and other
advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed
to keep such Information confidential), (b) to the extent requested by any
regulatory authority, (c) to the extent  required by applicable
laws or regulations or by any subpoena or similar legal process, (d) to any
other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement
or the enforcement of rights hereunder, (f) subject to an agreement containing
provisions substantially the same as those of this Section, to (i) any assignee
of or Participant in, or any prospective assignee of or Participant in, any of
its rights or obligations under this Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower and it obligations, (g) with the consent of the Borrower or
(h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes
available to the Administrative Agent, the Issuing Bank or any Lender on a
nonconfidential basis from a source other than the Borrower.  For the
purposes of this Section, “Information” means all information received
from

     


    
      
         


      

      
        82

        
          

        

      

      
         


      

    


    any
Credit Party relating to the Credit Party or its business, other than any such
information that is available to the Administrative Agent, the Issuing Bank or
any Lender on a nonconfidential basis prior to disclosure by any Credit Party;
provided that, in the case of information received from any Credit Party after
the date hereof, such information is clearly identified at the time of delivery
as confidential.  Any Person required to maintain the confidentiality
of Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

     

    SECTION
9.13.  Interest Rate
Limitation.  Notwithstanding anything herein to the contrary,
if at any time the interest applicable to any Loan, together with all fees,
charges and other amounts which are treated as interest on such Loan under
applicable law (collectively, the “Charges”), shall
exceed the maximum which may be contracted for, charged, taken, received or
reserved by the Lender holding such Loan in accordance with applicable law (the
“Maximum
Rate”), the rate of interest payable in respect of such Loan hereunder,
together with all Charges payable in respect thereof, shall be limited to the
Maximum Rate and, to the extent lawful, the interest and Charges that would have
been paid in respect of such Loan but were not payable as result of the
operation of this Section shall be cumulated and the interest and Charges
payable to such Lender in respect of other Loans or periods shall be increased
(but not above the Maximum Rate therefor) until such cumulated amount, together
with interest thereon at the Federal Funds Effective Rate to the date of
repayment, shall have been received by such Lender.  If, for any
reason whatsoever, the Charges paid or received on the Loans produces a rate
which exceeds the Maximum Rate, the Lenders shall credit against the principal
of the Loans (or, if such indebtedness shall have been paid in full, shall
refund to the payor of such Charges) such portion of said Charges as shall be
necessary to cause the interest paid on the Loans to produce a rate equal to the
Maximum Rate.  All sums paid or agreed to be paid to the holders of
the Loans for the use, forbearance or detention of the Loans shall, to the
extent permitted by applicable law, be amortized, prorated, allocated and spread
in equal parts throughout the full term of this Agreement, so that the interest
rate is uniform throughout the full term of this Agreement.  The
provisions of this Section shall control all agreements, whether now or
hereafter existing and whether written or oral, between the parties
hereto.  On each day, if any, that Texas law establishes the Maximum
Rate, the Maximum Rate shall be the “weekly ceiling” (as defined in Chapter 303
of the Texas Finance Code (the “Texas Finance Code”)
as amended) for that day.  The Administrative Agent may from time to
time, as to current and future balances, implement any other ceiling under the
Texas Finance Code by notice to the Borrower, if and to the extent permitted by
the Texas Finance Code.  Without notice to the Borrower or any other
person or entity, the Maximum Rate shall automatically fluctuate upward and
downward as and in the amount by which such maximum nonusurious rate of interest
permitted by applicable law fluctuates.

     


    
      
         


      

      
        83

        
          

        

      

      
         


      

    


    SECTION
9.14.  Liability of
Holders.  With respect to the incurrence of certain liabilities
hereunder and the making of certain agreements by the Borrower as herein stated,
such incurrence of liabilities and such agreements shall be binding upon the
Borrower only as a trust formed under the Texas Real Estate Investment Trust Act
pursuant to that certain Restated Declaration of Trust dated March 23, 1988 (as
amended from time to time), and only upon the assets of such
Borrower.  No Trust Manager or officer or holder of any beneficial
interest in the Borrower shall have any personal liability for the payment of
any indebtedness or other liabilities incurred by the Borrower hereunder or for
the performance of any agreements made by the Borrower hereunder, nor for any
other act, omission or obligation incurred by the Borrower or the Trust Managers
except, in the case of a Trust Manager, any liability arising from his own
willful misfeasance or malfeasance or gross negligence.

     

    SECTION
9.15.  USA
PATRIOT ACT NOTIFICATION.  The Administrative Agent hereby
notifies the Borrower that pursuant to the requirements of Section 326 of the
USA Patriot Act of 2001 31 U.S.C. Section 5318 (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow the Administrative Agent and the Lenders to identify the
Borrower in accordance with the Act.

     


    
      
         


      

      
        84

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.

    


    


     

    
      
        	
                WEINGARTEN
      REALTY INVESTORS

                 

                 

              
	 	 
	
                By:
      

              	/s/ Stephen
      C. Richter
	 	Name: 
      Stephen C. Richter
	 	Title:
      Executive VP/CFO
	 	 


      


       

      
        
          	
                  JPMORGAN
      CHASE BANK, N.A., individually and as Administrative Agent,

                  


                
	 	 
	
                  By:
      

                	/s/ Kristin
      Fentem
	 	Name: 
      Kristin Fentem
	 	Title: 
      Credit Banker
	 	 


        



    

    


     

    


     

     

    



    
      
         


      

      
        85

        
          

        

      

      
         


      

    

    
       

      Signature
page to Credit Agreement with Weingarten Realty Investors

    

    
 

    BANK OF
AMERICA, N.A.

     

    
      
        
          	
                   

                
	 	 
	
                  By:
      

                	/s/ Steven
      P. Renwick
	 	
                  Steven
      P. Renwick, Senior Vice President

                
	 	 


        




    

    Address:

     

    901 Main
Street , 64th
Floor

    Dallas,
Texas  75202

    Attention:  Mr.
Steven Renwick

    Telephone
No.:  (214) 209-1867

    Telecopy
No.:  (214) 209-0995


    
      
         


      

      
        86

        
          

        

      

      
         


      

    

     

     

    
      
         

        Signature
page to Credit Agreement with Weingarten Realty Investors

      

      


      
         

        
          
            	
                    
                      ROYAL
      BANK OF CANADA



                  
	 	 
	
                    By:
      

                  	/s/ Dan
      LePage
	 	
                    Dan
      LePage, Authorized Signatory

                  
	 	 


          




      

    

    Address:

     

    One
Liberty Plaza, 3rd
Floor

    165
Broadway

    New York,
New York  10006-1404

    Attention:  Mr.
Dan LePage

    Telephone
No.:  (212) 428-6605

    Telecopy
No.:  (212) 428-6459


    
      
         


      

      
        87

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

     

    
      


      
         

        
          
            	
                    
                      
                        SUMITOMO
      MITSUI BANKING

                           CORPORATION

                      

                    

                  
	 	 
	
                    By:
      

                  	/s/ William
      G. Karl
	Name:	William
      G. Karl
	Title:	General
      Manager


          




      

    

    Address:

     

    277 Park
Avenue

    New York,
New York  10172

    Attention:  Charles
Sullivan

    Telephone
No.:  (212) 224-4178

    Telecopy
No.:  (212) 224-4887

    



    
      
         


      

      
        88

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

    
       

      
        
          	
                  
                    
                      REGIONS
      BANK

                    

                  

                
	 	 
	
                  By:
      

                	/s/ Robert
      P. MacGregor
	 	
                  Robert
      P. MacGregor, Sr. Vice President

                
	 	 


        



    

    


    Address:

     

    1900
5th
Avenue North, 15th
Floor

    Birmingham,
Alabama  35203

    Attention:  Mr.
Ronald J. Bennett

    Telephone
No.:  (205) 264-7159

    Telecopy
No.:  (205) 264-5456


    
      
         


      

      
        89

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

    
       

      
        
          	
                  
                    
                      THE
      NORTHERN TRUST COMPANY

                    

                  

                
	 	 
	
                  By:
      

                	/s/ Anne
      Hafer
	Name:	Anne
      Hafer
	Title:	Senior
      Vice President


        



    

    


    Address:

     

    50 South
LaSalle Street

    Floor
M-27

    Chicago,
Illinois  60603

    Attention:  Anne
M. Hafer

    Telephone
No.:  (312) 444-3218

    Telecopy
No.:  (312) 444-7028


    
      
         


      

      
        90

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

    
       

      
        
          	
                  
                    
                      
                        SCOTIABANC,
      INC.

                      

                    

                  

                
	 	 
	
                  By:
      

                	/s/ J.
      E. Todd
	Name:	J.
      E. Todd
	Title:	Managing
      Director


        



    

     

    Address:

     

    711
Louisiana Street, Suite 1400

    Houston,
Texas  77002

    Attention:  Janet
Poon

    Telephone
No.:  (832) 426-6002

    Telecopy
No.:  (832) 426-6000


    
      
         


      

      
        91

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

     

    
      
        
          	
                  
                    
                      
                        
                          BBVA
      COMPASS BANK

                        

                      

                    

                  

                
	 	 
	
                  By:
      

                	/s/ James
      J. Johnson
	Name:	James
      J. Johnson
	Title:	Senior
      Vice President


        




    

    Address:

     

    8080
Central Expressway, Suite 370

    Dallas,
Texas  75206

    Attention:  Lee
Vardaman

    Telephone
No.:  (214) 706-8082

    Telecopy
No.:  (214) 706-8066


    
      
         


      

      
        92

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

    
       

      
        
          
            	
                    
                      
                        
                          
                            
                              THE
      BANK OF NOVA SCOTIA, Acting

                                  through
      its San Francisco Representative
      Office

                            

                          

                        

                      

                    

                  
	 	 
	
                    By:
      

                  	/s/ Teresa
      Wu
	Name:	Teresa
      Wu
	Title:	Director


          



      

    

     

    Address:

     

    500
California Street, Suite 2100

    San
Francisco, California  94105

    Attention:  Teresa
Wu

    Telephone
No.:  (415) 616-4110

    Telecopy
No.:  (415) 397-0791


    
      
         


      

      
        93

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

    
       

      
        
          
            	
                    
                      
                        
                          
                            
                              WELLS
      FARGO BANK, NATIONAL
    ASSOCIATION

                            

                          

                        

                      

                    

                  
	 	 
	
                    By:
      

                  	/s/ Timothy
      P. Williamson
	Name:	Timothy
      P. Williamson
	Title:	Senior
      Vice President


          



      

    

     

    Address:

     

    1000
Louisiana, 4th
Floor

    MAC:T5002-042

    Houston,
Texas  77002

    Attention:  Marc
J. Krebs

    Telephone
No.:  (713) 319-1417

    Telecopy
No.:  (713) 739-1077


    
      
         


      

      
        94

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

    
       

      
        
          
            	
                    
                      
                        
                          
                            
                              
                                PNC
      BANK, NATIONAL
    ASSOCIATION

                              

                            

                          

                        

                      

                    

                  
	 	 
	
                    By:
      

                  	/s/ Michael
      J. Catalano
	Name:	Michael
      J. Catalano
	Title:	Assistant
      Vice President


          



      

    

     

    Address:

     

    One PNC
Plaza

    Mail
Stop: P1-POPP-19-1

    249
5th
Avenue

    Pittsburgh,
Pennsylvania  15219

    Attention:  Michael
Catalano

    Telephone
No.:  (412) 762-5450

    Telecopy
No.:  (412) 762-6500

    



    
      
         


      

      
        95

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

    
       

      
        
          
            	
                    
                      
                        
                          
                            
                              
                                U.S.
      BANK NATIONAL
    ASSOCIATION

                              

                            

                          

                        

                      

                    

                  
	 	 
	
                    By:
      

                  	/s/ Gregory
      N. Kaye
	
                  	
                    Gregory
      N. Kaye, Senior Vice President

                  
	
                  	 


          



      

    

    


    Address:

     

    14241
Dallas Parkway, Suite 490

    Dallas,
Texas  75254

    Attention:  Gregory
N. Kaye

    Telephone
No.:  (972) 458-4503

    Telecopy
No.:  (972) 386-8370


    
      
         


      

      
        96

        
          

        

      

      
         


      

    


    Signature
page to Credit Agreement with Weingarten Realty Investors

     

    
       

      
        
          
            	
                    
                      
                        
                          
                            
                              
                                
                                  CHEVY
      CHASE BANK, a division of

                                  CAPITAL
      ONE, N.A.

                                

                              

                            

                          

                        

                      

                    

                  
	 	 
	
                    By:
      

                  	/s/ Michael
      J. Sleece
	
                  	
                    Michael
      J. Sleece, Senior Vice President

                  
	
                  	 
	 	 
	By:	/s/
      Frederick H. Denecke
	 	Frederick
      H. Denecke, Vice
President


          



      

    

    


    Address:

     

    7501
Wisconsin Avenue

    12th
Floor, Real Estate Banking

    Bethesda,
Maryland  20814

    Attention:  Michael
J. Sleece

    Telephone
No.:  (240) 497-7757

    Telecopy
No.:  (240) 497-7714

    


    



    
      
         


      

      
        97

        
          

        

      

      
         


      

    


    SCHEDULE
2.01

    


    


    
      	
              LENDER

            	 	
              COMMITMENT

            	 
	 
      	 	
              (Percentage)

            	 
	 
      	 	 	 
	
              JPMorgan
      Chase Bank, N.A.

            	 	$	50,000,000	 
	 
      	 	 	(10.0	%)
	 
      	 	 	 	 
	
              Bank
      of America, N.A.

            	 	$	50,000,000	 
	 
      	 	 	(10.0	%)
	 
      	 	 	 	 
	
              Wells
      Fargo Bank, National Association

            	 	$	50,000,000	 
	 
      	 	 	(10.0	%)
	 
      	 	 	 	 
	
              PNC
      Bank, National Association

            	 	$	45,000,000	 
	 
      	 	 	(9.0	%)
	 
      	 	 	 	 
	
              Regions
      Bank

            	 	$	45,000,000	 
	 
      	 	 	(9.0	%)
	 
      	 	 	 	 
	
              Royal
      Bank of Canada

            	 	$	45,000,000	 
	 
      	 	 	(9.0	%)
	 
      	 	 	 	 
	
              BBVA
      Compass Bank

            	 	$	40,000,000	 
	 
      	 	 	(8.0	%)
	 
      	 	 	 	 
	
              Sumitomo
      Mitsui Banking Corporation

            	 	$	40,000,000	 
	 
      	 	 	(8.0	%)
	 
      	 	 	 	 
	
              U.S.
      Bank National Association

            	 	$	40,000,000	 
	 
      	 	 	(8.0	%)
	 
      	 	 	 	 
	
              Chevy
      Chase Bank, a division of

            	 	$	30,000,000	 
	
              Capital
      One, N.A.

            	 	 	(6.0	%)
	 
      	 	 	 	 
	
              The
      Northern Trust Company

            	 	$	25,000,000	 
	 
      	 	 	(5.0	%)
	 
      	 	 	 	 
	
              The
      Bank of Nova Scotia

            	 	$	20,000,000	 
	 
      	 	 	(4.0	%)
	 
      	 	 	 	 
	
              Scotiabanc,
      Inc.

            	 	$	20,000,000	 
	 
      	 	 	(4.0	%)


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    SCHEDULE
2.05(d)

    


    LETTERS OF
CREDIT

    


    


    
      	
              Letter
      of Credit Number

            	
              Letter
      of Credit Amount

            
	
              SBI-451606

            	
              2,184,911.00

            
	
              S-256194

            	
              1,000,000.00

            
	
              CTS-796306

            	
              4,000,000.00

            
	
              CTS-807283

            	
              1,144,840.00

            
	 
      	 
      


    

    


    


    


    



    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
 

    
      	
              SCHEDULE
      3.05(f)

            
	
              Properties
      located in potential earthquake or seismic areas

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              Location

            	
              Property
      Name

            	
              City

            	
              State

            	
              Zip

            
	
              107

            	
              Markham
      Square

            	
              Little
      Rock

            	
              AR

            	
              72205

            
	
              250

            	
              Buena
      Vista Marketplace

            	
              Duarte

            	
              CA

            	
              91010

            
	
              251

            	
              Centerwood
      Plaza

            	
              Bell
      flower

            	
              CA

            	
              90706

            
	
              252

            	
              Menifee
      Town Center

            	
              Menifee

            	
              CA

            	
              92584

            
	
              254

            	
              San
      Marcos Plaza

            	
              San
      Marcos

            	
              CA

            	
              92069

            
	
              255

            	
              Westminster
      Center

            	
              Westminster

            	
              CA

            	
              92683

            
	
              256

            	
              Marketplace

            	
              Castro
      Valley

            	
              CA

            	
              94552

            
	
              257

            	
              Arcade
      Square

            	
              Sacramento

            	
              CA

            	
              95821

            
	
              258

            	
              Creekside
      Shopping Center

            	
              Vacaville

            	
              CA

            	
              95687

            
	
              259

            	
              Discovery
      Plaza

            	
              Sacramento

            	
              CA

            	
              95833

            
	
              260

            	
              Gateway
      Plaza

            	
              Fremont

            	
              CA

            	
              94538

            
	
              261

            	
              Hallmark
      Town Center

            	
              Madera

            	
              CA

            	
              93637

            
	
              262

            	
              Prospector's
      Plaza

            	
              Placerville

            	
              CA

            	
              95667

            
	
              263

            	
              Shasta
      Crossroads

            	
              Redding

            	
              CA

            	
              96003

            
	
              264

            	
              Silver
      Creek Plaza

            	
              San
      Jose

            	
              CA

            	
              95121

            
	
              265

            	
              Southampton
      Shopping Center

            	
              Benicia

            	
              CA

            	
              94510

            
	
              266

            	
              Stony
      Point Plaza

            	
              Santa
      Rosa

            	
              CA

            	
              95407

            
	
              267

            	
              Summer
      Hills Plaza

            	
              Citrus
      Heights

            	
              CA

            	
              95621

            
	
              268

            	
              Sunset
      Center

            	
              Suisun
      City

            	
              CA

            	
              94585

            
	
              270

            	
              Bartlett
      Towne Center

            	
              Bartlett

            	
              TN

            	
              38134

            
	
              271

            	
              Summer
      Center

            	
              Memphis

            	
              TN

            	
              38122

            
	
              286

            	
              Chino
      Hills Marketplace

            	
              Chino
      Hills

            	
              CA

            	
              91709

            
	
              307

            	
              Greenhouse
      Marketplace

            	
              San
      Leandro

            	
              CA

            	
              94575

            
	
              326

            	
              Rancho
      San Marcos Village

            	
              San
      Marcos

            	
              CA

            	
              92069

            
	
              335

            	
              El
      Camino Shopping Center

            	
              Encinitas

            	
              CA

            	
              92024

            
	
              359

            	
              Marshall's
      Plaza

            	
              Modesto

            	
              CA

            	
              95350

            
	
              392

            	
              Valley
      Shopping Center

            	
              Sacramento

            	
              CA

            	
              95823

            
	
              396

            	
              Freedom
      Centre

            	
              Freedom

            	
              CA

            	
              95019

            
	
              397

            	
              Jess
      Ranch

            	
              Apple
      Valley

            	
              CA

            	
              92308

            
	
              675

            	
              Tully
      Corners

            	
              San
      Jose

            	
              CA

            	
              95122

            
	
              697

            	
              Highland
      Square

            	
              Memphis

            	
              TN

            	
              38105

            
	
              767

            	
              Westgate
      Shopping Center

            	
              Little
      Rock

            	
              AR

            	
              72207

            
	
              400

            	
              Southpoint
      (industrial)

            	
              Memphis

            	
              TN

            	
              38118

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
              The
      above list contains all known properties located in potential earthquake
      of seismic areas.  The Borrower carries insurance coverage for
      these properties in amounts sufficient to cover it for potential
      losses.

            
	 
      	 
      	 
      	 
      


    

     

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    
 

    
      	
              
SCHEDULE
  3.05(f)

            
	
              Properties
      located in a special flood hazard area

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              Location

            	
              Property
      Name

            	
              City

            	
              County

            	
              State

            	
              Zip

            
	 
      	 
      	 
      	 
      	 
      	 
      
	
              17

            	
              Stella
      Link Shopping Center

            	
              Houston

            	
              Harris

            	
              TX

            	
              77025

            
	
              73

            	
              Arlans
      Market

            	
              Galveston

            	
              Galveston

            	
              TX

            	
              77550

            
	
              99

            	
              Braeswood
      Square Shopping Ctr.

            	
              Houston

            	
              Harris

            	
              TX

            	
              77096

            
	
              107

            	
              Markham
      Square Shopping Center

            	
              Little
      Rock

            	
              Pulaski

            	
              AR

            	
              72205

            
	
              122

            	
              Galveston
      Place

            	
              Galveston

            	
              Galveston

            	
              TX

            	
              77551

            
	
              284

            	
              Tropicana
      Beltway Center

            	
              Las
      Vegas

            	
              Clark

            	
              NV

            	
              89148

            
	
              295

            	
              Tamiami
      Trail Shops

            	
              Miami

            	
              Dade

            	
              FL

            	
              33184

            
	
              304

            	
              Publix
      @ Laguna Isles

            	
              Pembroke
      Pines

            	
              Broward

            	
              FL

            	
              33332

            
	
              316

            	
              Mineral
      Springs Village

            	
              Durham

            	
              Durham

            	
              NC

            	
              27703

            
	
              334

            	
              North
      Creek Plaza

            	
              Laredo

            	
              Webb

            	
              TX

            	
              78045

            
	
              347

            	
              Flamingo
      Pines

            	
              Pembroke
      Pines

            	
              Broward

            	
              FL

            	
              33027

            
	
              414

            	
              Sherman
      Plaza Business Park I and II

            	
              Richardson

            	
              Dallas

            	
              TX

            	
              75081

            
	
              435

            	
              Manana
      Office Service Center

            	
              Dallas

            	
              Dallas

            	
              TX

            	
              75220

            
	
              439

            	
              Northwest
      Crossing Office/Service Ctr

            	
              Dallas

            	
              Dallas

            	
              TX

            	
              75220

            
	
              453

            	
              1625
      Diplomat Drive

            	
              Carrolton

            	
              Harris

            	
              TX

            	
              75006

            
	
              481

            	
              Kempwood
      Industrial

            	
              Houston

            	
              Harris

            	
              TX

            	
              77055

            
	
              490

            	
              Citadel
      Building

            	
              Houston

            	
              Harris

            	
              TX

            	
              77008

            
	
              497

            	
              Stonecrest
      Business Center

            	
              Houston

            	
              Harris

            	
              TX

            	
              77099

            
	
              555

            	
              Hopewell

            	
              Tampa

            	
              Hillsborough

            	
              FL

            	
              33619

            
	
              571

            	
              1919
      N. Loop West

            	
              Houston

            	
              Harris

            	
              TX

            	
              77008

            
	
              662

            	
              Orleans
      Station

            	
              New
      Orleans

            	
              New
      Orleans Parish

            	
              LA

            	
              70124

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              The
      above list contains all known properties located in a special flood hazard
      area.

            	 
      	 
      
	
              The
      Borrower carries insurance coverage for these properties in amounts
      sufficient to
      cover it for potential losses.

            
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	
              JV
      Property-insured by JV Partner

            	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      
	
              444

            	
              Kempwood
      Industrial

            	
              Houston

            	
              Harris

            	
              TX

            	
              77055

            
	
              445

            	
              Northway
      Park II

            	
              Houston

            	
              Harris

            	
              TX

            	
              77028

            
	
              703

            	
              Broadway
      Shopping Center

            	
              Galveston

            	
              Galveston

            	
              TX

            	
              77551

            
	 
      	 
      	 
      	 
      	 
      	 
      


    

    


    


    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
 

    SCHEDULE
3.07

    Disclosed
Matters

    


    


    NONE

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    
 

    SCHEDULE
3.15

    


    LIST
OF SUBSIDIARIES

    


    
      	
              Name

            	
              Ownership
      %

            
	
              Best
      in the West Holdings, LLC

            	
              100.0

            
	
              Brookwood
      Square Holdings, LLC

            	
              100.0

            
	
              Chino
      Hills Holdings, LLC

            	
              100.0

            
	
              Cumberland
      Potranco Joint Venture

            	
              50.0

            
	
              Decatur
      215, LLC

            	
              100.0

            
	
              El
      Camino Holdings LLC

            	
              100.0

            
	
              Falls
      Pointe Holdings, LLC

            	
              100.0

            
	
              Flamingo
      Pines Holdings, LLC

            	
              100.0

            
	
              GVR
      SPE I LLC

            	
              100.0

            
	
              GVR
      SPE II LLC

            	
              100.0

            
	
              Heritage
      HT #1, LLC

            	
              100.0

            
	
              High
      House Holdings LLC

            	
              68.4

            
	
              Hollywood
      Hills Holdings, LLC

            	
              100.0

            
	
              Jacinto
      City, Ltd.

            	
              50.0

            
	
              Jackson
      West Holdings, LLC

            	
              100.0

            
	
              Las
      Tiendas Holdings, LLC

            	
              100.0

            
	
              Main/O.S.T.,
      Ltd.

            	
              70.0

            
	
              Markham
      West Shopping Center, L.P.

            	
              99.0

            
	
              Mexigarten
      Services, S. de R.L. de C.V.

            	
              100.0

            
	
              Nanocorp,
      Inc.

            	
              100.0

            
	
              NOBSIL,
      L.L.C.

            	
              75.0

            
	
              North
      Towne Plaza JV

            	
              75.0

            
	
              Northcross
      Holdings, LLC

            	
              100.0

            
	
              Palm
      Coast Center Outparcels, LLC

            	
              50.0

            
	
              Parliament
      Square Center, Inc.

            	
              100.0

            
	
              Pinecrest
      Plaza Holdings, LLC

            	
              100.0

            
	
              Rancho
      San Marcos Holdings, LLC

            	
              100.0

            
	
              Rosenberg,
      Ltd.

            	
              50.0

            
	
              Roswell
      Corners Holdings LLC

            	
              100.0

            
	
              S/W
      Albuquerque, L.P.

            	
              100.0

            
	
              Sheldon
      Center, Ltd.

            	
              50.0

            
	
              SPM/WRI
      College Station, L.P.

            	
              100.0

            
	
              SPM/WRI
      Rockwall, L.P.

            	
              100.0

            
	
              Steele
      Creek Holdings, LLC

            	
              100.0

            
	
              Veracruz
      I Holdings LLC

            	
              100.0

            
	
              Veracruz
      I Properties LLC

            	
              100.0

            
	
              Weingarten
      - Fulton, LLC

            	
              50.0

            
	
              Weingarten
      Aurora Inc.

            	
              100.0

            
	
              Weingarten
      DRC Clermont TRS, LLC

            	
              73.3

            
	
              Weingarten
      DRC Clermont, LLC

            	
              73.3

            
	
              Weingarten
      Golden State, Inc.

            	
              100.0

            


    

    


     

     

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Name

              	
                Ownership
      %

              
	
                Weingarten
      GS Delaware, Inc.

              	
                100.0

              
	
                Weingarten
      GS, Inc.

              	
                100.0

              
	
                Weingarten
      Herndon Plaza JV

              	
                50.0

              
	
                Weingarten
      I-4 St. Augustine EV, LLC

              	
                70.0

              
	
                Weingarten
      Investments Aurora LLC

              	
                100.0

              
	
                Weingarten
      Investments Lowry LLC

              	
                100.0

              
	
                Weingarten
      Lowry Inc.

              	
                100.0

              
	
                Weingarten
      Maya Tropicana, LLC

              	
                100.0

              
	
                Weingarten/Maya
      Tropicana Venture

              	
                100.0

              
	
                Weingarten
      Maya Tropicana II, LLC

              	
                100.0

              
	
                Weingarten
      Mexico LLC

              	
                100.0

              
	
                Weingarten
      NAP GP, LLC

              	
                100.0

              
	
                Weingarten
      NAP, LP

              	
                100.0

              
	
                Weingarten
      Newquist, LLC

              	
                50.0

              
	
                Weingarten
      Nostat, Inc.

              	
                100.0

              
	
                Weingarten
      Realty Management Company

              	
                100.0

              
	
                Weingarten
      Services LLC

              	
                100.0

              
	
                Weingarten
      Thorncreek Inc.

              	
                100.0

              
	
                Weingarten/Bridges
      at Smoky Hill

              	
                50.0

              
	
                Weingarten/Bridges
      at Smoky Hill II LLC

              	
                100.0

              
	
                Weingarten/Bridges
      at Smoky Hill III LLC

              	
                50.0

              
	
                Weingarten/Investments,
      Inc.

              	
                100.0

              
	
                Weingarten/Lufkin,
      Inc.

              	
                100.0

              
	
                Weingarten/Miller
      Elizabeth Joint Venture

              	
                50.0

              
	
                Weingarten/Miller/Aurora
      II LLC

              	
                100.0

              
	
                Weingarten/Miller/Aurora
      Joint Venture

              	
                50.0

              
	
                Weingarten/Miller/Fiest
      II Joint Venture

              	
                37.5

              
	
                Weingarten/Miller/Lowry
      II LLC

              	
                100.0

              
	
                Weingarten/Miller/Lowry
      Joint Venture

              	
                50.0

              
	
                Weingarten/Miller/Thorncreek
      Joint Venture

              	
                50.0

              
	
                Weingarten/Miller/Westminster
      Joint Venture

              	
                50.0

              
	
                Weingarten/Monvis
      LLC

              	
                70.0

              
	
                Wirt
      Road Realty, LLC

              	
                100.0

              
	
                WNI/Tennessee
      Holdings, Inc.

              	
                100.0

              
	
                WNI/Tennessee,
      L.P.

              	
                100.0

              
	
                WR
      Paradise Key, LLC

              	
                100.0

              
	
                WR
      Tully, LP

              	
                100.0

              
	
                WRI
      151 Ingram GP, LLC

              	
                100.0

              
	
                WRI
      151 Ingram LP

              	
                66.7

              
	
                WRI
      Best in the West, LLC

              	
                100.0

              
	
                WRI
      Brookwood Marketplace, LLC

              	
                100.0

              
	
                WRI
      Brookwood Square, LLC

              	
                100.0

              
	
                WRI
      Camp Creek Marketplace II, LLC

              	
                100.0

              
	
                WRI
      Charleston Commons Holdings, LLC

              	
                100.0

              


      

      


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Name

              	
                Ownership
      %

              
	
                WRI
      Charleston Commons, LLC

              	
                100.0

              
	
                WRI
      Cottonwood Holdings, LLC

              	
                100.0

              
	
                WRI
      Cottonwood, LLC

              	
                100.0

              
	
                WRI
      Countryside Centre Holdings, LLC

              	
                100.0

              
	
                WRI
      Countryside Centre, LLC

              	
                100.0

              
	
                WRI
      Cumberland GP, LLC

              	
                100.0

              
	
                WRI
      Cumberland, LP

              	
                100.0

              
	
                WRI
      El Camino, LP

              	
                100.0

              
	
                WRI
      Fiesta Trails Holdings, LLC

              	
                100.0

              
	
                WRI
      Fiesta Trails, LP

              	
                100.0

              
	
                WRI
      Flamingo Pines, LLC

              	
                100.0

              
	
                WRI
      Freedom Centre, L.P.

              	
                100.0

              
	
                WRI
      Galleria Holdings, LLC

              	
                100.0

              
	
                WRI
      Galleria, LLC

              	
                100.0

              
	
                WRI
      Gateway Station GP, LLC

              	
                100.0

              
	
                WRI
      Gateway Station, LP

              	
                70.0

              
	
                WRI
      Golden State, LLC

              	
                100.0

              
	
                WRI
      GP I, Inc.

              	
                100.0

              
	
                WRI
      Greenhouse LP

              	
                99.0

              
	
                WRI
      GS Partnership, L.P.

              	
                100.0

              
	
                WRI
      Hopewell, LLC

              	
                100.0

              
	
                WRI
      HR Heritage Station LLC

              	
                30.0

              
	
                WRI
      HR Manager LLC

              	
                100.0

              
	
                WRI
      HR Parkland LLC

              	
                30.0

              
	
                WRI
      HR Retail Venture I LLC

              	
                30.0

              
	
                WRI
      HR Sandy Plains LLC

              	
                30.0

              
	
                WRI
      HR Thompson Bridge LLC

              	
                30.0

              
	
                WRI
      HR Venture Properties I LLC

              	
                30.0

              
	
                WRI
      Hughes, LLC

              	
                100.0

              
	
                WRI
      Jackson West, LP

              	
                100.0

              
	
                WRI
      Johnston Road Plaza, LLC

              	
                100.0

              
	
                WRI
      JT GP, LLC

              	
                100.0

              
	
                WRI
      Kennesaw, LLC

              	
                100.0

              
	
                WRI
      Laguna Isles, LLC

              	
                100.0

              
	
                WRI
      Lakeland, LLC

              	
                100.0

              
	
                WRI
      Lakeside Marketplace, LLC

              	
                100.0

              
	
                WRI
      Las Tiendas, LP

              	
                100.0

              
	
                WRI
      Madera Village Holdings, LLC

              	
                100.0

              
	
                WRI
      Madera Village, LLC

              	
                100.0

              
	
                WRI
      Marshalls Plaza, LP

              	
                100.0

              
	
                WRI
      North American Properties, L.P.

              	
                100.0

              
	
                WRI
      North Towne, LLC

              	
                100.0

              
	
                WRI
      Northcross, LP

              	
                100.0

              
	
                WRI
      Northtown I, LP

              	
                100.0

              


      

      


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      


      
        	
                Name

              	
                Ownership
      %

              
	
                WRI
      Northtown II, LP

              	
                100.0

              
	
                WRI
      Oak Grove Market Center, LLC

              	
                100.0

              
	
                WRI
      Overton Holdings, LLC

              	
                100.0

              
	
                WRI
      Overton Park, LLC

              	
                100.0

              
	
                WRI
      Overton Plaza, LP

              	
                100.0

              
	
                WRI
      Parkland, LLC

              	
                100.0

              
	
                WRI
      Pinecrest Plaza, LLC

              	
                100.0

              
	
                WRI
      Princeton Lakes, LLC

              	
                100.0

              
	
                WRI
      Ravenstone, LLC

              	
                100.0

              
	
                WRI
      Regency Centre, LLC

              	
                100.0

              
	
                WRI
      Retail Pool I, L.P.

              	
                100.0

              
	
                WRI
      Ridgeway, LLC

              	
                100.0

              
	
                WRI
      River Marketplace, LLC

              	
                100.0

              
	
                WRI
      Roswell Corners, LLC

              	
                100.0

              
	
                WRI
      Sandy Plains, LLC

              	
                100.0

              
	
                WRI
      Seminole Holdings, LLC

              	
                100.0

              
	
                WRI
      Seminole II, LLC

              	
                100.0

              
	
                WRI
      Seminole Marketplace, LLC

              	
                100.0

              
	
                WRI
      Shoppes at Bears Path, LLC

              	
                100.0

              
	
                WRI
      Shoppes of South Semoran Holdings, LLC

              	
                100.0

              
	
                WRI
      Shoppes of South Semoran, LLC

              	
                100.0

              
	
                WRI
      Southern Industrial Pool LLC

              	
                100.0

              
	
                WRI
      Steele Creek, LLC

              	
                100.0

              
	
                WRI
      Strom, L.P.

              	
                100.0

              
	
                WRI
      Thompson Bridge, LLC

              	
                100.0

              
	
                WRI
      Trautmann, L.P.

              	
                99.0

              
	
                WRI
      Uintah Gardens, LLC

              	
                100.0

              
	
                WRI
      Uintah Holdings, LLC

              	
                100.0

              
	
                WRI
      University Palms, LLC

              	
                100.0

              
	
                WRI
      University Place, LLC

              	
                100.0

              
	
                WRI
      West Gate South, L.P.

              	
                100.0

              
	
                WRI
      Western Retail Partners GP, LLC

              	
                100.0

              
	
                WRI
      Westgate Industrial Holdings LLC

              	
                100.0

              
	
                WRI
      Westgate Industrial LP

              	
                100.0

              
	
                WRI/7080
      Express Lane, Inc.

              	
                100.0

              
	
                WRI/Atlanta
      Park, L.P.

              	
                99.0

              
	
                WRI/Atlanta
      Park-3658, L.P.

              	
                100.0

              
	
                WRI/Chino
      Hills, LLC

              	
                100.0

              
	
                WRI/Falls
      Pointe, LLC

              	
                100.0

              
	
                WRI/High
      House LLC

              	
                68.4

              
	
                WRI/Hollywood
      Hills, LLC

              	
                100.0

              
	
                WRI/Lone
      Star, Inc.

              	
                100.0

              
	
                WRI/Louisiana
      Holdings, Inc.

              	
                100.0

              
	
                WRI/Miller
      Westminster I LLC

              	
                50.0

              


      

      


    

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    

      


      
        	
                Name

              	
                Ownership
      %

              
	
                WRI/Miller
      Westminster II LLC

              	
                50.0

              
	
                WRI/Pavilion,
      Inc.

              	
                100.0

              
	
                WRI/Pembroke,
      Ltd.

              	
                100.0

              
	
                WRI/Pitman
      Corners, Inc.

              	
                100.0

              
	
                WRI/Post
      Oak, Inc.

              	
                100.0

              
	
                WRI/Raleigh
      LP

              	
                68.4

              
	
                WRI/Rancho
      San Marcos, LLC

              	
                100.0

              
	
                WRI/Rockwall,
      Inc.

              	
                100.0

              
	
                WRI/Tamiami
      Trail, LLC

              	
                100.0

              
	
                WRI/TEXLA,
      LLC

              	
                100.0

              
	
                WRI/Utah
      Properties, L.P.

              	
                99.0

              
	
                WRI/West
      Jordan LLC

              	
                99.0

              
	
                WRI-AEW
      Lone Star Retail Portfolio, LLC

              	
                15.0

              
	
                WRI-IND
      GP, LLC

              	
                100.0

              
	
                WRI-RET
      GP, LLC

              	
                100.0

              


      

      


    

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
              
Schedule
6.01

            
	
              Existing
      Liens

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Property
      Name

            	 
      	
              Holder
      or Servicer

            
	 
      	 
      	 
      	 
      	 
      
	
              American General Bonds:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              0065-001

            	
              Westchase
      Shopping Center

            	 
      	
              American
      General / Variable Annuity Life

            
	 
      	 
      	 
      	 
      	 
      
	
              Mortgages:

            	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              0014-537

            	
              Fiesta
      Market Place

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0016-537

            	
              Harrisburg
      Plaza

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0023-537

            	
              Lyons
      Avenue Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0031-537

            	
              Griggs
      Road

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0055-537

            	
              Lawndale
      Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0056-537

            	
              Southgate
      Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0062-537

            	
              Spring
      Plaza Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0064-537

            	
              Edgebrook
      Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0088-537

            	
              Cullen
      Plaza Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0089-537

            	
              Little
      York Plaza Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0105-537

            	
              North
      Oaks  and Target Pad

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0110-537

            	
              10-Federal
      Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0164-537

            	
              Glenbrook
      Square Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0169-537

            	
              League
      City Plaza

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0207-537

            	
              145/Telephone
      Road

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0227-537

            	
              Bell
      Plaza

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0293-537

            	
              Thousand
      Oaks Shopping Center

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0703-537

            	
              Broadway

            	 
      	
              The
      Northwestern Mutual Life

            
	 
      	
              0043-575

            	
              Bellaire
      Boulevard

            	 
      	
              New
      York Life

            
	 
      	
              0148-575

            	
              King's
      Crossing

            	 
      	
              New
      York Life

            
	 
      	
              0174-575

            	
              Oak
      Park Village

            	 
      	
              New
      York Life

            
	 
      	
              0222-575

            	
              Champion's
      Village

            	 
      	
              New
      York Life

            
	 
      	
              0272-575

            	
              Commons
      at Dexter Lake  - I

            	 
      	
              New
      York Life

            
	 
      	
              0379-575

            	
              Commons
      at Dexter Lake  - I I

            	 
      	
              New
      York Life

            
	 
      	
              0297-575

            	
              University
      Palms

            	 
      	
              New
      York Life

            
	 
      	
              0518-575

            	
              Menenall
      Commons

            	 
      	
              New
      York Life

            
	 
      	
              0590-575

            	
              Cherokee
      Commons

            	 
      	
              New
      York Life

            
	 
      	
              0255-077

            	
              Westminster

            	 
      	
              The
      Prudential Insurance Company of America

            
	 
      	
              0260-077

            	
              Gateway
      Plaza

            	 
      	
              The
      Prudential Insurance Company of America

            
	 
      	
              0265-077

            	
              Southampton
      Center

            	 
      	
              The
      Prudential Insurance Company of America

            
	 
      	
              0110-078

            	
              North
      Towne Plaza

            	 
      	
              The
      Prudential Insurance Company of America

            
	 
      	
              0081-080

            	
              Northbrook
      Shopping Center

            	 
      	
              New
      York Life

            
	 
      	
              0106-080

            	
              Humblewood
      Shopping Center

            	 
      	
              New
      York Life

            
	 
      	
              0172-080

            	
              Pueblo
      Anozira Shopping Center

            	 
      	
              New
      York Life

            
	 
      	
              0258-080

            	
              Creekside
      Center

            	 
      	
              New
      York Life

            
	 
      	
              0637-080

            	
              Perimeter
      Village

            	 
      	
              New
      York Life

            
	 
      	
              0000-081

            	
              WRI
      Southern Industrial Pool LLC

            	 
      	
              John
      Hancock Life Insurance

            


    

    


    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    
      	
              Schedule
      6.01

            
	
              Existing
      Liens

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Property
      Name

            	 
      	
              Holder
      or Servicer

            
	 
      	 
      	 
      	 
      	 
      
	
              Mortgages (continued):

            	 
      	 
      
	 
      	
              0481-081

            	
              Kempwood
      Industrial

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0557-081

            	
              Railwood

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0657-081

            	
              Town
      & Country Commerce Center

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0493-081

            	
              Freeport
      Business Center

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0407-081

            	
              Southport
      Business Park 5

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0659-081

            	
              Enterchange
      at Northlake A

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0658-081

            	
              Enterchange
      at Walthall D

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0492-081

            	
              Kennesaw
      75

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0661-081

            	
              Riverview
      Distribution Center

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0448-081

            	
              Lakeland
      Industrial Center

            	 
      	
              John
      Hancock Life Insurance

            
	 
      	
              0232-083

            	
              Kohl's
      Shopping Center

            	 
      	
              US
      Bank, NA

            
	 
      	
              0303-083

            	
              Overton
      Park Plaza

            	 
      	
              US
      Bank, NA

            
	 
      	
              0282-723

            	
              Northridge

            	 
      	
              Landesbank
      Baden-Wurttemberg

            
	 
      	
              0295-724

            	
              Tamiami
      Trail

            	 
      	
              Landesbank
      Baden-Wurttemberg

            
	 
      	
              0301-725

            	
              Pembroke
      Pines

            	 
      	
              Landesbank
      Baden-Wurttemberg

            
	 
      	
              0347-726

            	
              Flamingo
      Pines

            	 
      	
              Landesbank
      Baden-Wurttemberg

            
	 
      	
              0213-001

            	
              Central
      Plaza

            	 
      	
              Plains
      Capital Bank

            
	 
      	
              0231-013

            	
              University
      Place

            	 
      	
              Citigroup

            
	 
      	
              0234-211

            	
              Pavilions
      at San Mateo

            	 
      	
              Chase
      Northland/Marquete

            
	 
      	
              0235-212

            	
              Lone
      Star Pavilion

            	 
      	
              Chase
      CCMBC

            
	 
      	
              0239-214

            	
              Rockwall
      Market Center

            	 
      	
              Bear,
      Stearns

            
	 
      	
              0270-194

            	
              Bartlett
      Towne Center

            	 
      	
              Prudential
      Ins Co.

            
	 
      	
              0276-014

            	
              River
      Marketplace Shopping Ctr

            	 
      	
              Citigroup

            
	 
      	
              0284-069

            	
              Tropicana
      Beltway Center

            	 
      	
              Wells
      Fargo

            
	 
      	
              0286-159

            	
              Chino
      Hills Marketplace

            	 
      	
              GEMSA

            
	 
      	
              0299-185

            	
              Fiesta
      Trails

            	 
      	
              ORIX

            
	 
      	
              0304-189

            	
              Publix
      at Laguna Isles

            	 
      	
              GE
      Capital

            
	 
      	
              0307-295

            	
              Greenhouse
      Marketplace

            	 
      	
              CW
      Capital

            
	 
      	
              0311-280

            	
              Avent
      Ferry Shopping Center

            	 
      	
              Laureate
      Capital Corp

            
	 
      	
              0313-281

            	
              High
      House Crossing

            	 
      	
              Laureate
      Capital Corp

            
	 
      	
              0315-280

            	
              Leesville
      Towne Centre

            	 
      	
              Laureate
      Capital Corp

            
	 
      	
              0318-120

            	
              Parkway
      Pointe

            	 
      	
              Laureate
      Capital Corp

            
	 
      	
              0320-280

            	
              Stonehenge
      Market

            	 
      	
              Laureate
      Capital Corp

            
	 
      	
              0324-571

            	
              Heritage
      HT #1, LLC

            	 
      	
              Laureate
      Capital Corp

            
	 
      	
              0325-161

            	
              Falls
      Pointe Shopping Center

            	 
      	
              Merrill
      Lynch

            
	 
      	
              0327-166

            	
              Hollywood
      Hills Plaza

            	 
      	
              FUMC

            
	 
      	
              0333-297

            	
              Plantation
      Centre

            	 
      	
              Ohio
      National

            
	 
      	
              0334-297

            	
              North
      Creek Plaza

            	 
      	
              Key
      Bank

            
	 
      	
              0335-198

            	
              El
      Camino Shopping Center

            	 
      	
              BofA

            
	 
      	
              0336-109

            	
              Roswell
      Corners

            	 
      	
              LaSalle
      National Bank

            
	 
      	
              0337-298

            	
              Western
      Plaza

            	 
      	
              Bank
      Of America

            
	 
      	
              0342-120

            	
              Grayson
      Commons

            	 
      	
              GEMSA

            
	 
      	
              0348-208

            	
              Starr
      Plaza Shopping Center

            	 
      	
              New
      York Life

            
	 
      	
              0349-126

            	
              Ravenstone
      Commons

            	 
      	
              Teachers
      Insurance And Annuity (CapMark)

            
	 
      	
              0351-291

            	
              West
      Jordan Town Center

            	 
      	
              Protective
      Life Insurance

            
	 
      	
              0352-012

            	
              Pinecrest
      Plaza Shopping Ctr

            	 
      	
              Lasalle
      Bank

            
	 
      	
              0353-574

            	
              Thompson
      Bridge Commons

            	 
      	
              Principal
      Life Insurance Co.

            


    

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
              Schedule
      6.01

            
	
              Existing
      Liens

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Property
      Name

            	 
      	
              Holder
      or Servicer

            
	 
      	 
      	 
      	 
      	 
      
	
              Mortgages (continued):

            	 
      	 
      
	 
      	
              0354-017

            	
              Best
      in the West

            	 
      	
              Wachovia

            
	 
      	
              0357-234

            	
              Sharyland
      Towne Crossing

            	 
      	
              Prudential
      Ins Co.

            
	 
      	
              0359-018

            	
              Marshall's
      Plaza

            	 
      	
              Wells
      Fargo

            
	 
      	
              0360-001

            	
              Whitehall
      Commons

            	 
      	
              General
      Electric Capital Assurance Company

            
	 
      	
              0363-582

            	
              CityCenter
      Englewood

            	 
      	
              Bear
      Stearns

            
	 
      	
              0364-581

            	
              Crossing
      At Stonegate

            	 
      	
              Principal
      Capital

            
	 
      	
              0365-580

            	
              Thorncreek
      Crossing

            	 
      	
              Bear
      Stearns

            
	 
      	
              0366-790

            	
              Lowry
      Town Center

            	 
      	
              Bear
      Stearns

            
	 
      	
              0368-789

            	
              Aurora
      City Place

            	 
      	
              Bear
      Stearns

            
	 
      	
              0369-769

            	
              Alpine
      Valley Center

            	 
      	
              Goldman-Sachs

            
	 
      	
              0371-788

            	
              Green
      Valley Ranch

            	 
      	
              Wells
      Fargo

            
	 
      	
              0374-216

            	
              Johnston
      Road Plaza

            	 
      	
              Principal

            
	 
      	
              0375-218

            	
              Steele
      Creek Crossing

            	 
      	
              Wachovia

            
	 
      	
              0391-791

            	
              Westminster
      Plaza

            	 
      	
              Wells
      Fargo

            
	 
      	
              0395-572

            	
              Shoppes
      of Parkland

            	 
      	
              Wachovia
      Bank NA

            
	 
      	
              0396-025

            	
              Freedom
      Centre

            	 
      	
              Jackson
      National Life Insurance company

            
	 
      	
              0440-258

            	
              610
      and 11th Street Warehouses

            	 
      	
              New
      York Life

            
	 
      	
              0441-258

            	
              Navigation
      Business Park

            	 
      	
              New
      York Life

            
	 
      	
              0442-258

            	
              Lathrop
      Warehouse

            	 
      	
              New
      York Life

            
	 
      	
              0443-258

            	
              Interpak

            	 
      	
              New
      York Life

            
	 
      	
              0444-258

            	
              Kempwood
      Industrial

            	 
      	
              New
      York Life

            
	 
      	
              0445-258

            	
              Northway
      Industrial Park II

            	 
      	
              New
      York Life

            
	 
      	
              0446-258

            	
              Railwood

            	 
      	
              New
      York Life

            
	 
      	
              0456-259

            	
              Railwood
      F

            	 
      	
              American
      National Insurance Company

            
	 
      	
              0502-502

            	
              Lake
      Washington Crossing

            	 
      	
              First
      Sunamerica Life Ins Co

            
	 
      	
              0504-504

            	
              Chatham
      Crossing Shopping Ctr

            	 
      	
              Wachovia
      Bank NA

            
	 
      	
              0505-505

            	
              Fresh
      Market Shoppes

            	 
      	
              Wachovia
      Bank NA

            
	 
      	
              0507-507

            	
              Shoppes
      at Paradise Isle

            	 
      	
              Key
      Bank

            
	 
      	
              0509-509

            	
              Indian
      Harbour Place S/C

            	 
      	
              The
      Variable Annuity Life Insurance Company

            
	 
      	
              0510-510

            	
              Quesada
      Commons

            	 
      	
              Massachusetts
      Mutual Life Insurance Company

            
	 
      	
              0511-510

            	
              Shoppes
      of Port Charlotte

            	 
      	
              Massachusetts
      Mutual Life Insurance Company

            
	 
      	
              0512-511

            	
              Sunrise
      West Shopping Center

            	 
      	
              Metropolitan
      Life Insurance Company

            
	 
      	
              0519-026

            	
              Regency
      Centre

            	 
      	
              Wachovia
      Bank NA

            
	 
      	
              0524-227

            	
              Brookwood
      Marketplace

            	 
      	
              Teachers
      Insurance And Annuity (CapMark)

            
	 
      	
              0525-228

            	
              Camp
      Creek Mktpl II

            	 
      	
              Principal

            
	 
      	
              0526-229

            	
              Lakeside
      Marketplace

            	 
      	
              Principal

            
	 
      	
              0527-231

            	
              Marketplace
      at Seminole Towne

            	 
      	
              Principal

            
	 
      	
              0528-233

            	
              Publix
      at Princeton Lakes

            	 
      	
              Principal

            
	 
      	
              0555-037

            	
              Hopewell
      Industrial Center

            	 
      	
              State
      Farm Insurance

            
	 
      	
              0560-521

            	
              Meridian
      Town Center

            	 
      	
              Citigroup
      Global Markets Realty Corp

            
	 
      	
              0561-522

            	
              Mukilteo
      Speedway Center

            	 
      	
              Citigroup
      Global Markets Realty Corp

            
	 
      	
              0562-523

            	
              Rainier
      Square Plaza

            	 
      	
              Nationwide
      Life Insurance Co

            
	 
      	
              0563-524

            	
              South
      Hill Center

            	 
      	
              Artesia
      Mortgage Capital Corp

            
	 
      	
              0564-525

            	
              Clackamas
      Square Shopping Cent

            	 
      	
              Citigroup
      Global Markets Realty Corp

            
	 
      	
              0565-526

            	
              Raleigh
      Hills Plaza

            	 
      	
              Salmon
      Brothers Realty Corp

            
	 
      	
              0567-784

            	
              River
      Point at Sheridan

            	 
      	
              Chase
      MMPC Riverpoint

            
	 
      	
              0568-040

            	
              Galleria
      Shopping Center

            	 
      	
              BofA

            


    

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	
              Schedule
      6.01

            
	
              Existing
      Liens

            
	 
      	 
      	 
      	 
      	 
      
	 
      	
              Property
      Name

            	 
      	
              Holder
      or Servicer

            
	 
      	 
      	 
      	 
      	 
      
	
              Mortgages (continued):

            	 
      	 
      
	 
      	
              0580-042

            	
              Charleston
      Commons SC

            	 
      	
              General
      Electric Capital Assurance Company

            
	 
      	
              0581-043

            	
              Lakeland
      Interstate Bus. Park

            	 
      	
              Transamerica
      Life Insurance Company

            
	 
      	
              0600-047

            	
              Shoppes
      at Bears Path

            	 
      	
              Prudential
      Ins Co.

            
	 
      	
              0601-048

            	
              Madera
      Village Shopping Center

            	 
      	
              BofA

            
	 
      	
              0620-054

            	
              Oak
      Grove Market Center

            	 
      	
              Wachovia
      Bank, NA

            
	 
      	
              0639-063

            	
              Countryside
      Centre

            	 
      	
              Wells
      Fargo Bank, NA,

            
	 
      	
              0649-066

            	
              Shoppes
      of South Semoran

            	 
      	
              Bear
      Stearns

            
	 
      	
              0651-559

            	
              Enterchange
      at Walthall C

            	 
      	
              New
      York Life

            
	 
      	
              0654-562

            	
              Enterchange
      at Walthall A&B

            	 
      	
              New
      York Life

            
	 
      	
              0655-563

            	
              Interport
      Business Center B

            	 
      	
              The
      Prudential Insurance Company of Anerica

            
	 
      	
              0656-564

            	
              Interport
      Business Center C

            	 
      	
              Wells
      Fargo Bank, NA,

            
	 
      	
              0688-296

            	
              Promenade
      Shopping Center

            	 
      	
              Bangor
      Savings Bank

            
	 
      	 
      	 
      	 
      	 
      
	
              Capital Leases:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              0220-120

            	
              Francisco
      Center

            	 
      	
              Capital
      Lease

            
	 
      	
              0221-120

            	
              College
      Park Shopping Center

            	 
      	
              Capital
      Lease

            
	 
      	 
      	 
      	 
      	 
      
	
              Industrial Revenue Bonds:

            	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	
              0012-001

            	
              Westwood
      Village Shopping Ctr.

            	 
      	
              Ind
      Rev Bond

            
	 
      	
              0122-001

            	
              Galveston
      Place

            	 
      	
              Ind
      Rev Bond

            
	 
      	
              0458-284

            	
              Atlanta
      Industrial Park

            	 
      	
              Ind
      Rev Bond

            
	 
      	 
      	 
      	 
      	 
      





     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    SCHEDULE
6.06

    Existing
Restrictions

    


    
      	
              1.

            	
              Covenants
      and restrictions as referenced in Weingarten Realty Investors’ Form S-3
      shelf registration filed on December 8, 2008 with the SEC (relating to
      prior and future issuance of securities), including without limitation,
      all previously issued Medium Term
Notes.

            


    

     

    
      	
              2.

            	
              Covenants
      and restrictions relating to special purpose (or single purpose) entities
      as contained (or to be contained) in the organizational documents or in
      the loan documents for such
entities.

            


    

     

    


    


     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

    
 

    CREDIT
AGREEMENT

    


    EXHIBIT
A

    


    ASSIGNMENT
AND ASSUMPTION

    


    


    


    This
Assignment and Assumption (the “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below  (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Standard Terms and Conditions set forth in Annex 1
attached hereto are hereby agreed to and incorporated herein by reference and
made a part of this Assignment and Assumption as if set forth herein in
full.

    


    For an
agreed consideration, the Assignor hereby irrevocably sells and assigns to the
Assignee, and the Assignee hereby irrevocably purchases and assumes from the
Assignor, subject to and in accordance with the Standard Terms and Conditions
and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below (i) all of the Assignor’s rights and
obligations in its capacity as a Lender under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the
amount and percentage interest identified below of all of such outstanding
rights and obligations of the Assignor under the respective facilities
identified below (including any letters of credit, guarantees, and swingline
loans included in such facilities) and (ii) to the extent permitted to be
assigned under applicable law, all claims, suits, causes of action and any other
right of the Assignor (in its capacity as a Lender) against any Person, whether
known or unknown, arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby or in any way based on or related to any of the
foregoing, including contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and
obligations sold and assigned pursuant to clause (i) above (the rights and
obligations sold and assigned pursuant to clauses (i) and (ii) above being
referred to herein collectively as the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

    


    
      1.
Assignor:
____________________________________________

    

    


    
      2.
Assignee:
____________________________________________

        
          [and
is an Affiliate/Approved Fund of [identify Lender]1]

        

      

    

     

    
      3.
Borrower:
Weingarten
Realty Investors

    

    
_________________________________

      
      1
Select as applicable.

    

     

     

    
      
        
        

      

      
        A-1

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              4.

            	
              Administrative
      Agent:`

            	
              JPMorgan
      Chase Bank, N.A., as the administrative agent under the Credit
      Agreement

            


    

    


    
      	
               
      

            	
              5.

            	
              Credit
      Agreement:

            	
              The
      Amended and Restated Credit Agreement dated as of _______, 2010 among
      Weingarten Realty Investors, the Lenders parties thereto, JPMorgan Chase
      Bank, N.A., as Administrative Agent, and the other agents parties
      thereto

            


    

    


    
      	
               
      

            	
              6.

            	
              Assigned
      Interest:

            


    

    


    
      	
              Facility
      Assigned2

            	 	
              Aggregate
      Amount of Commitment/Loans for all Lenders

            	 	
              Amount
      of Commitment/Loans Assigned

            	 	
              Percentage
      Assigned of Commitment/Loans3

            	 
	 
      	 	$	 	 	$	 	 	%
	 
      	 	$	 	 	$	 	 	%
	 
      	 	$	 	 	$	 	 	%


    

    


    


    Effective
Date:  _____________ ___, 20___ [TO BE INSERTED BY ADMINISTRATIVE
AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE
REGISTER THEREFOR.]

    


    The terms
set forth in this Assignment and Assumption are hereby agreed to:

    


    ASSIGNOR

    


    [NAME OF
ASSIGNOR]

    


    By:______________________________

       Title:

    


    


    ASSIGNEE

    


    [NAME OF
ASSIGNEE]

    


    


    By:______________________________

       Title:

    


    
_________________________________

      
 

    

    
      2 Fill in the appropriate terminology
for the types of facilities under the Credit Agreement that are being assigned
under this Assignment (e.g. “Revolving Commitment,” “Tranche A Commitment,”
“Tranche B Commitment,” etc.)

    

      
      3 Set forth, to at least 9 decimals, as
a percentage of the Commitment/Loans of all Lenders
thereunder.

    

    
 

     

    
      
        
        

      

      
        A-2

        
          

        

      

      
        
        

      

    

    
 

    [Consented
to and]4
Accepted:

    


    JPMORGAN
CHASE BANK, N.A., as

      Administrative
Agent

    


    


    By_________________________________

      Title:

    


    


    [Consented
to:]5

    


    [NAME OF
RELEVANT PARTY]

    


    


    By________________________________

      Title:

    

      

    

      
      4 To be added only if the consent of the
Administrative Agent is required by the terms of the Credit
Agreement.

    

      
      5 To be added only if the consent of the
Borrower and/or other parties (e.g. Swingline Lender, Issuing Bank) is required
by the terms of the Credit Agreement.

    

     

     

     

    
      
        
        

      

      
        A-3

        
          

        

      

      
        
        

      

    

     

    ANNEX
1

    


    


    STANDARD
TERMS AND CONDITIONS FOR

    ASSIGNMENT
AND ASSUMPTION

    


    1.  Representations and
Warranties.

    


    1.1  Assignor.  The
Assignor (a) represents and warrants that (i) it is the legal and beneficial
owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of
any lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby; and (b) assumes no responsibility with respect to (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency or value of the Loan Documents or any
collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan
Document or (iv) the performance or observance by the Borrower, any of its
Subsidiaries or Affiliates or any other Person of any of their respective
obligations under any Loan Document.

    


    1.2.  Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) it satisfies the requirements, if any,
specified in the Credit Agreement that are required to be satisfied by it in
order to acquire the Assigned Interest and become a Lender, (iii) from and after
the Effective Date, it shall be bound by the provisions of the Credit Agreement
as a Lender thereunder and, to the extent of the Assigned Interest, shall have
the obligations of a Lender thereunder, (iv) it has received a copy of the
Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 5.01 thereof, as applicable, and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Assignment and Assumption and to
purchase the Assigned Interest on the basis of which it has made such analysis
and decision independently and without reliance on the Administrative Agent or
any other Lender, and (v) if it is a Foreign Lender, attached to the Assignment
and Assumption is any documentation required to be delivered by it pursuant to
the terms of the Credit Agreement, duly completed and executed by the Assignee;
and (b) agrees that (i) it will, independently and without reliance on the
Administrative Agent, the Assignor or any other Lender, and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the
obligations which by the terms of the Loan Documents are required to be
performed by it as a Lender.

     

     

    
      
        
        

      

      
        A-A-1

        
          

        

      

      
        
        

      

    

    
 

    2.  Payments.  From
and after the Effective Date, the Administrative Agent shall make all payments
in respect of the Assigned Interest (including payments of principal, interest,
fees and other amounts) to the Assignor for amounts which have accrued to but
excluding the Effective Date and to the Assignee for amounts which have accrued
from and after the Effective Date.

    


    3.  General
Provisions.  This Assignment and Assumption shall be binding
upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns.  This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of Texas.

    


     

     

    
      
        
        

      

      
        A-A-2

        
          

        

      

      
        
        

      

    

    
 

    CREDIT
AGREEMENT

    


    EXHIBIT
B

    


    FORM OF COMPLIANCE
CERTIFICATE

    


    [Date]

    


    JPMorgan
Chase Bank, N.A.,

    as
Administrative Agent

    712 Main
Street

    Houston,
Texas  77002

    


    Attn:  Manager,
Real Estate Group

    


    Re:           Weingarten
Realty Investors

    Compliance
Certificate for _______ through __________

    


    Dear
Ladies and Gentlemen:

    


    This
Compliance Certificate is made with reference to that certain Amended and
Restated Credit Agreement dated as of ________________, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Weingarten Realty Investors (the “Borrower”), the financial institutions
party thereto, as lenders, and JPMorgan Chase Bank, N.A., as Administrative
Agent.  All capitalized terms used in this Compliance Certificate
(including any attachments hereto) and not otherwise defined in this Compliance
Certificate shall have the meanings set forth for such terms in the Credit
Agreement.  All Section references herein shall refer to the Credit
Agreement.

    


    I hereby
certify that I am the [vice president of capital markets] [chief financial
officer] [chief accounting officer] [treasurer] [controller] of Weingarten
Realty Investors, and that I make this Certificate on behalf of the
Borrower.  I further represent and certify on behalf of the Borrower
as follows as of the date of this Compliance Certificate:

    


    


    I have
reviewed the terms of the Loan Documents and have made, or have caused to be
made under my supervision, a review in reasonable detail of the transactions and
consolidated and consolidating financial condition of the Borrower and its
Subsidiaries, during the accounting period (the “Reporting Period”) covered by
the financial reports delivered simultaneous herewith pursuant to Section
5.01[(a)][(b)], and that such review has not

     

     

    
      
        
        

      

      
        B-1

        
          

        

      

      
        
        

      

    

    
 

    disclosed
the existence during or at the end of such Reporting Period (and that I do not
have knowledge of the existence as at the date hereof) of any condition or event
which constitutes a Default or Event of Default.1

    


    Attached
hereto as Schedule B is a schedule of the amount, maturity, interest rate and
amortization requirements for the outstanding Indebtedness of Borrower and its
Subsidiaries.  As of the last day of the Reporting Period, the amount
of Indebtedness was $_____________, the amount of Secured Debt was
$_____________, and the amount of Indebtedness other than Secured Debt was
$_____________.

    


    Attached
hereto as (x) Schedule C-1 is a detailed calculation of Interest Expense for the
Reporting Period, which amount was $__________, (y) Schedule C-2 is a detailed
calculation of Interest Expense on Indebtedness other than Secured Debt for the
Reporting Period, which amount was $__________, and (z) Schedule C-3 is a
detailed calculation of the Interest Expense, principal paid and due and payable
on Indebtedness, and cash dividends payable on the Borrower’s preferred stock
for the Reporting Period, which aggregated $__________.

    


    Attached
hereto as Schedule D is a detailed calculation of EBITDA for the Reporting
Period, which amount was $___________.

    


    


    


    ________________

    1Alternatively,
if a Default or Event of Default existed or exists, specify the nature and
period of existence thereof and what action the Borrower or any of its
Subsidiaries has taken, is taking and proposes to take with respect
thereto.

     

     

    
      
        
        

      

      
        B-2

        
          

        

      

      
        
        

      

    

    
 

    As of the
last day of the Reporting Period:

    


    1.           Secured
Debt to Total Asset Value Ratio

    


    
      	
              (a)

            	 	
              Indebtedness
      secured by a Lien and any Indebtedness of any non-Guarantor
      Subsidiary

            	
              $___________

            
	
              (b)

            	 	
              Net
      Operating Income for properties that have reached the Stabilization Date
      and owned during the most recent 18 calendar months and clause (e)
      properties owned for at least 6 months not included in clause (e) (based
      on last 6 months, multiplied by 2)

            	
              $___________

            
	
              (c)

            	 	
              Capital
      Expenditure Reserve

            	
              $___________

            
	
              (d)

            	 	
              (b)
      - (c) ÷ .0850

            	
              $___________

            
	
              (e)

            	 	
              Historical
      Value of properties acquired during the most recent 18 months period or
      that are completed but have not reached the Stabilization Date (not
      including properties owned less than 6 months, may not exceed 10% of Total
      Asset Value)

            	
              $___________

            
	 
      	 	·	 	
              Historical
      Value of such properties owned less than 6 months

            	
              $___________

            
	
              (f)

            	 	
              Historical
      Value of properties under construction or development

            	
              $___________

            
	
              (g)

            	 	
              Historical
      Value of undeveloped land

            	
              $___________

            
	
              (h)

            	 	
              Historical
      Value of the Borrower’s corporate offices

            	
              $___________

            
	
              (i)

            	 	
              Value
      ((d) + (e) + (f) + (g) + (h))

            	
              $___________

            
	
              (j)

            	 	
              Cash
      and cash equivalents excluding tenant security and other restricted
      deposits

            	
              $___________

            
	
              (k)

            	 	
              Investments
      in Affiliate Mortgage Notes and loans to purchase TIF
      obligations

            	
              $___________

            
	
              (l)

            	 	
              Investments
      in other loans (limited to 5% of Total Asset Value)

            	
              $___________

            
	
              (m)

            	 	
              Gross
      asset management and property management income for the most recent 6
      months multiplied by 2, multiplied by 5 (may not exceed 5% of Total Asset
      Value)

            	
              $___________

            
	
              (n)

            	 	
              Investments
      in real estate related Unconsolidated Affiliates

            	
              $___________

            
	
              (o)

            	 	
              Total
      Asset Value ((i) + (j) + (k) + (l) + (m) + (n))

            	
              $___________

            
	
              (p)

            	 	
              Secured
      Debt to Total Asset Value Ratio (as a percentage, (a)
      ÷ (o))2

            	
              _________%

            


    

    


    _____________

    2Pursuant
to Section 5.02(a), cannot exceed thirty percent (30%)

     

     

    
      
        
        

      

      
        B-3

        
          

        

      

      
        
        

      

    

    
 

    2.           Fixed
Charge Coverage Ratio Calculation:

    


    
      	
              (a)

            	
              Borrower's
      EBITDA

            	
              $___________

            
	
              (b)

            	
              Capital
      Expenditure Reserve (attach quarterly average calculation)

            	
              $___________

            
	
              (c)

            	
              (a)
      - (b)

            	
              $___________

            
	
              (d)

            	
              Principal
      paid and due and payable plus Interest Expense

            	
              $___________

            
	 
      	
              plus
      cash dividends on preferred stock

            	 
      
	
              (e)

            	
              Fixed
      Charge Coverage Ratio ((c) to (d))3

            	
              _______
      : 1.00

            


    

    


    3.           Net
Worth Calculation:

    


    
      	
              (a)

            	
              Total
      Asset Value

            	
              $___________

            
	
              (b)

            	
              Indebtedness

            	
              $___________

            
	
              (c)

            	
              Net
      Worth4

            	
              $___________

            


    

    


    4.           Unencumbered
Interest Coverage Ratio

    


    


    
      	
              (a)

            	
              Net
      Operating Income for Qualified Real Property, less Capital Expenditure
      Reserve for each such property

            	
              $___________

            
	
              (b)

            	
              Interest
      Expense on unsecured debt

            	
              $___________

            
	
              (c)

            	
              Unencumbered
      Interest Coverage Ratio ((a) to (b))5

            	
              ______
      : 1.00

            


    

    


    5.           Unencumbered
Debt Yield

    


    
      	
              (a)

            	
              Net
      Operating Income for Qualified Real Property,

            	 
      
	 
      	
              less
      Capital Expenditure Reserve for each such property

            	
              $___________

            
	
              (b)

            	
              Unsecured
      debt

            	
              $___________

            
	
              (c)

            	
              Unencumbered
      Debt Yield (as a percentage, (a) to (b))6

            	
              _______%

            


    

    


    6.           Debt
to Total Asset Value Ratio Calculation:

    


    
      	
              (a)

            	
              Indebtedness

            	
              $___________

            
	
              (b)

            	
              Total
      Asset Value

            	
              $___________

            
	
              (c)

            	
              Debt
      to Total Asset Value Ratio7

            	
              _______%

            


    

    


    


    3Pursuant
to Section 5.02(b), must not be less than 1.50 to 1.00.

    4Pursuant
to Section 5.02(c), must not be less than $2,400,000,000, plus 50% of the net
proceeds of equity offerings after the date of the Credit
Agreement.

     

     

    
 

    
      
        
        

      

      
        B-4

        
          

        

      

      
        
        

      

    

    


    7.           Investment
Limitations

    
      	
              (a)

            	
              Investments
      in Unconsolidated Affiliates and other REITS

            	
              $__________

            
	
              (b)

            	
              (i)

            	
              Investments
      in loans other than Affiliate Mortgage Notes and loans used to purchase
      TIF obligations

            	
              $__________

            
	 
      	
              (ii)

            	
              Total
      Asset Value

            	
              $__________

            
	 
      	
              (iii)

            	
              (i)
      ÷ (ii), expressed as a percentage8

            	
              ________%

            
	
              (c)

            	
              Investments
      in Affiliate Mortgage Notes and loans used to purchase TIF
      obligations

            	
              $__________

            
	
              (d)

            	
              Investments
      in undeveloped land

            	 
      
	
              (e)

            	
              Investments
      in property under construction or development

            	
              $__________

            
	
              (f)

            	
              (i)

            	
              Investments
      in Real Property not constituting Retail Property or undeveloped
      land

            	
              $__________

            
	 
      	
              (ii)

            	
              Total
      Asset Value

            	 
      
	 
      	
              (iii)

            	
              (i)
      ÷ (ii), expressed as a percentage9

            	
              ________%

            
	
              (g)

            	
              (i)

            	
              Investments
      in undeveloped land, Unconsolidated

            	 
      
	 
      	 
      	
              Affiliates
      and other REITS, property under construction or development, Mortgage
      Notes and other loans and certain securities

            	
              $__________

            
	 
      	
              (ii)

            	
              Total
      Asset Value

            	 
      	
              $__________

            
	 
      	
              (iii)

            	
              (i)
      ÷ (ii), expressed as a percentage10

            	
              ________%

            


    

    ___________

    5Pursuant
to Section 5.02(d), must not be less than 2.00 to 1.00.

    6Pursuant
to Section 5.02(e), must not be less than thirteen percent (13%).

    7Pursuant
to Section 5.02(f), cannot exceed sixty percent (60%).

    8Pursuant
to Section 6.03(e), cannot exceed five percent (5%) of Total Asset
Value.

    9Pursuant
to Section 6.03(i), cannot exceed fifteen percent (15%) of Total Asset
Value.

    10Pursuant
to Section 6.03, cannot exceed thirty percent (30%) of Total Asset
Value.

    


    


    


     

     

    
      
        
        

      

      
        B-5

        
          

        

      

      
        
        

      

    

    
 

    


    This
Compliance Certificate has been executed and delivered as of the date set forth
above.

     

    
      


      


       

      
        	
                WEINGARTEN
      REALTY INVESTORS

                 

                 

              
	 	 
	
                By:
      

              	 
	 	Name 
	 	Title 
	 	 


      

      
 

       

      
        
          
          

        

        
          B-6

          
            

          

        

        
          
          

        

      

      
 

    

    CREDIT
AGREEMENT

    


    EXHIBIT
C

    


    FORM OF
GUARANTY

    


    


    THIS
GUARANTY dated as of _______________, 2010 executed and delivered by each of the
undersigned, whether one or more, (all each a “Guarantor” and, collectively, the
“Guarantors”), in favor of (a) JPMORGAN CHASE BANK, N.A., in its capacity as
Administrative Agent (the “Agent”) for the Lenders under that certain Amended
and Restated Credit Agreement dated as of _______________, 2010, by and among
WEINGARTEN REALTY INVESTORS (the “Borrower”), the financial institutions party
thereto and their assignees in accordance therewith (the “Lenders”), and the
Agent (as the same may be amended, restated, supplemented or otherwise modified
from time to time in accordance with its terms, the “Credit Agreement”) and (b)
the Lenders.

    


    WHEREAS,
pursuant to the Credit Agreement, the Lenders have made available to the
Borrower certain financial accommodations on the terms and conditions set forth
in the Credit Agreement;

    


    WHEREAS,
each Guarantor is a [wholly owned
Subsidiary] of the Borrower;

    


    WHEREAS,
the Borrower, each Guarantor and the other Subsidiaries of the Borrower, though
separate legal entities, are mutually dependent on each other in the conduct of
their respective businesses as an integrated operation and have determined it to
be in their mutual best interests to obtain financing from the Agent and the
Lenders through their collective efforts;

    


    WHEREAS,
each Guarantor acknowledges that it will receive direct and indirect benefits
from the Agent and the Lenders making such financial accommodations available to
the Borrower under the Credit Agreement and, accordingly, each Guarantor is
willing to guarantee the Borrower’s obligations to the Agent and the Lenders on
the terms and conditions contained herein; and

    


    WHEREAS,
each Guarantor’s execution and delivery of this Guaranty is one of the
conditions precedent to the Agent and the Lenders making, or continuing to make,
such financial accommodations to the Borrower.

    


    NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged by each Guarantor, each Guarantor agrees as
follows:

    


    Section
1.  Guaranty.  Each
Guarantor hereby absolutely and unconditionally guaranties the due and punctual
payment and performance of all of the following when due (collectively referred
to as the “Obligations”): (a) all indebtedness and obligations owing by the
Borrower to any of the Lenders or the Agent under or in connection with the
Credit Agreement and any other

     

     

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

    
 

    Loan
Document, including without limitation, the repayment of all principal of the
Loans made by the Lenders to the Borrower under the Credit Agreement and the
payment of all interest, fees, charges, reasonable attorneys fees and other
amounts payable to any Lender or the Agent thereunder or in connection
therewith; (b) any and all extensions, renewals, modifications, amendments or
substitutions of the foregoing; and (c) all expenses, including, without
limitation, reasonable attorneys’ fees and disbursements, that are incurred by
the Lenders or the Agent in the enforcement of any of the foregoing or any
obligation of such Guarantor hereunder.

    


    Section
2.  Guaranty
of Payment and Not of Collection.  This Guaranty is a guaranty
of payment, and not of collection, and a debt of each Guarantor for its own
account.  Accordingly, the Lenders and the Agent shall not be
obligated or required before enforcing this Guaranty against any Guarantor: (a)
to pursue any right or remedy the Lenders or the Agent may have against the
Borrower, any other Guarantor or any other Person or commence any suit or other
proceeding against the Borrower, any other Guarantor or any other Person in any
court or other tribunal; (b) to make any claim in a liquidation or bankruptcy of
the Borrower, any other Guarantor or any other Person; or (c) to make demand of
the Borrower, any other Guarantor or any other Person or to enforce or seek to
enforce or realize upon any collateral security held by the Lenders or the Agent
which may secure any of the Obligations.  In this connection, each
Guarantor hereby waives the right of such Guarantor to require any holder of the
Obligations to take action against the Borrower as provided by any legal
requirement of any Governmental Authority.

    


    Section
3.  Guaranty
Absolute.  Each Guarantor guarantees that the Obligations will
be paid strictly in accordance with the terms of the documents evidencing the
same, regardless of any legal requirement now or hereafter in effect in any
jurisdiction affecting any of such terms or the rights of the Agent or the
Lenders with respect thereto.  The liability of each Guarantor under
this Guaranty shall be absolute and unconditional in accordance with its terms
and shall remain in full force and effect without regard to, and shall not be
released, suspended, discharged, terminated or otherwise affected by, any
circumstance or occurrence whatsoever (other than the full and final payment and
performance of the Obligations), including, without limitation, the following
(whether or not such Guarantor consents thereto or has notice
thereof):

    


    (a)           (i)
any change in the amount, interest rate or due date or other term of any of the
Obligations; (ii) any change in the time, place or manner of payment of all or
any portion of the Obligations; (iii) any amendment or waiver of, or consent to
the departure from or other indulgence with respect to, the Credit Agreement,
any other Loan Document, or any other document or instrument evidencing or
relating to any Obligations; or (iv) any waiver, renewal, extension, addition,
or supplement to, or deletion from, or any other action or inaction under or in
respect of, the Credit Agreement, any of the other Loan Documents, or any other
documents, instruments or agreements relating to the Obligations or any other
instrument or agreement referred to therein or evidencing any Obligations or any
assignment or transfer of any of the foregoing;

     

     

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

     

    (b)           any
lack of validity or enforceability of the Credit Agreement, any of the other
Loan Documents, or any other document, instrument or agreement referred to
therein or evidencing any Obligations or any assignment or transfer of any of
the foregoing;

    


    (c)           any
furnishing to the Agent or the Lenders of any security for the Obligations, or
any sale, exchange, release or surrender of, or realization on, any collateral
security for the Obligations;

    


    (d)           any
settlement or compromise of any of the Obligations, any security therefor, or
any liability of any other party with respect to the Obligations, or any
subordination of the payment of the Obligations to the payment of any other
liability of the Borrower;

    


    (e)           any
bankruptcy, insolvency, reorganization, composition, adjustment, dissolution,
liquidation or other like proceeding relating to any other Guarantor, the
Borrower or any other Person, or any action taken with respect to this Guaranty
by any trustee or receiver, or by any court, in any such
proceeding;

    


    (f)           any
nonperfection of any security interest or other Lien on any of the collateral
securing any of the Obligations;

    


    (g)           any
act or failure to act by the Borrower or any other Person which may adversely
affect such Guarantor’s subrogation rights, if any, against the Borrower to
recover payments made under this Guaranty;

    


    (h)           any
application of sums paid by the Borrower or any other Person with respect to the
liabilities of the Borrower to the Agent or the Lenders, regardless of what
liabilities of the Borrower remain unpaid;

    


    (i)           any
defect, limitation or insufficiency in the borrowing powers of the Borrower or
in the exercise thereof; or

    


    (j)           any
other circumstance which might otherwise constitute a defense available to, or a
discharge of, any Guarantor hereunder.

    


    Section
4.  Action
with Respect to Obligations.  The Lenders and the Agent may in
accordance with the Credit Agreement, at any time and from time to time, without
the consent of, or notice to, any Guarantor, and without discharging any
Guarantor from its obligations hereunder take any and all actions described in
Section 3 and
may otherwise: (a) amend, modify, alter or supplement the terms of any of the
Obligations, including, but not limited to, extending or shortening the time of
payment of any of the Obligations or the interest rate that may accrue on any of
the Obligations; (b) amend, modify, alter or supplement the Credit Agreement or
any other Loan Document; (c) sell, exchange, release or otherwise deal with all,
or any part, of any collateral securing any of the Obligations; (d) release any
Person liable in any manner for the payment or collection of the Obligations;
(e) exercise, or refrain from exercising, any rights against the Borrower or any
other Person (including, without limitation, any other Guarantor);

    
 

    
      
        
        

      

      
        C-3

        
          

        

      

      
        
        

      

    

    
 

    and (f)
apply any sum, by whomsoever paid or however realized, to the Obligations in
such order as the Lenders or the Agent shall elect in accordance with the Credit
Agreement.

    


    Section
5.  Representations and
Warranties.  Each Guarantor hereby makes to the Agent and the
Lenders all of the representations and warranties made by the Borrower with
respect to or in any way relating to such Guarantor in the Credit Agreement and
the other Loan Documents, as if the same were set forth herein in
full.

    


    Section
6.  Covenants.  Each
Guarantor will comply with all covenants which the Borrower is to cause such
Guarantor to comply with under the terms of the Credit Agreement or any other
Loan Documents.

    


    Section
7.  Waiver.  Each
Guarantor, to the fullest extent permitted by applicable law, hereby waives
notice of acceptance hereof or any presentment, demand, protest or notice of any
kind, and any other act or thing, or omission or delay to do any other act or
thing, which in any manner or to any extent might vary the risk of such
Guarantor or which otherwise might operate to discharge such Guarantor from its
obligations hereunder.

    


    Section
8.  Inability to Accelerate
Loan.  If the Agent and/or the Lenders are prevented from
demanding or accelerating payment thereof by reason of any automatic stay or
otherwise, the Agent and/or the Lenders shall be entitled to receive from each
Guarantor, upon demand therefor, the sums which otherwise would have been due
had such demand or acceleration occurred.

    


    Section
9.  Reinstatement of
Obligations.  Each Guarantor agrees that this Guaranty shall
continue to be effective or be reinstated, as the case may be, with respect to
any Obligations if at any time payment of any such Obligations is rescinded or
otherwise must be restored by the Agent and/or the Lenders upon the bankruptcy
or reorganization of the Borrower or any Guarantor or otherwise.

    


    Section
10.  Subrogation.  Until
all of the Obligations shall have been indefeasibly paid in full, any right of
subrogation a Guarantor may have shall be subordinate to the rights of Agent and
the Lenders and each Guarantor hereby waives any right to enforce any remedy
which the Agent and/or the Lenders now have or may hereafter have against the
Borrower, and each Guarantor hereby waives any benefit of, and any right to
participate in, any security or collateral given to the Agent and the Lenders to
secure payment or performance of any of the Obligations.

    


    Section
11.  Payments Free and
Clear.  All sums payable by each Guarantor hereunder shall be
made free and clear of and without deduction for any Indemnified Taxes (as
defined in the Credit Agreement) or Other Taxes (as defined in the Credit
Agreement); provided that if any
Guarantor shall be required to deduct any Indemnified Taxes or Other 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 Agent, Lender or Issuing Bank
(as defined in the Credit Agreement) (as the case may be) receives an amount
equal to the sum it would have received had no such deductions

     

     

    
      
        
        

      

      
        C-4

        
          

        

      

      
        
        

      

    

    
 

    been
made; (ii) such Guarantor shall make such deductions; and (iii) such Guarantor
shall pay the full amount deducted to the relevant Governmental Authority (as
defined in the Credit Agreement) in accordance with applicable law.

    


    Section
12.  Set-off.  In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, each Lender is hereby authorized at any
time and from time to time, to the fullest extent permitted by law, to set off
and apply any and all deposits (general or special, time or demand, provisional
or final) at any time held and other obligations at any time owing by such
Lender to or for the credit or the account of any Guarantor against any of and
all the obligations of such Guarantor now or hereafter existing under this
Guaranty held by such Lender then due and payable.  Each Guarantor
agrees, to the fullest extent it may effectively do so under applicable law,
that any holder of a participation in a Note, whether or not acquired pursuant
to the applicable provisions of the Credit Agreement, may exercise rights of
setoff or counterclaim and other rights with respect to such participation as
fully as if such holder of a participation were a direct creditor of such
Guarantor in the amount of such participation.

    


    Section
13.  Subordination.  Each
Guarantor hereby expressly covenants and agrees for the benefit of the Agent and
the Lenders that all obligations and liabilities of the Borrower or any other
Guarantor to such Guarantor of whatever description, including without
limitation, all intercompany receivables of such Guarantor from the Borrower or
any other Guarantor (collectively, the “Junior Claims”) shall be subordinate and
junior in right of payment to all Obligations; provided, however, that payment
thereof may be made so long as no Event of Default shall have occurred and be
continuing. If an Event of Default shall have occurred and be continuing, then
no Guarantor shall accept any direct or indirect payment (in cash, property,
securities by setoff or otherwise) from the Borrower or any other Guarantor on
account of or in any manner in respect of any Junior Claim until all of the
Obligations have been indefeasibly paid in full.

    


    Section
14.  Avoidance
Provisions.  It is the intent of each Guarantor, the Agent and
the Lenders that in any Proceeding, such Guarantor’s maximum obligation
hereunder shall equal, but not exceed, the maximum amount which would not
otherwise cause the obligations of such Guarantor hereunder (or any other
obligations of such Guarantor to the Agent and the Lenders) to be avoidable or
unenforceable against such Guarantor in such Proceeding as a result of
applicable law, including without limitation, (a) Section 548 of the Bankruptcy
Code of 1978, as amended (the “Bankruptcy Code”) and (b) any state fraudulent
transfer or fraudulent conveyance act or statute applied in such Proceeding,
whether by virtue of Section 544 of the Bankruptcy Code or
otherwise.  The applicable laws under which the possible avoidance or
unenforceability of the obligations of such Guarantor hereunder (or any other
obligations of such Guarantor to the Agent and the Lenders) shall be determined
in any such Proceeding are referred to as the “Avoidance
Provisions.”  Accordingly, to the extent that the obligations of any
Guarantor hereunder would otherwise be subject to avoidance under the Avoidance
Provisions, the maximum Obligations for which such Guarantor shall be liable
hereunder shall be reduced to that amount which, as of the time any of the
Obligations are deemed to have been incurred under the Avoidance Provisions,
would not cause the obligations of any Guarantor hereunder (or any

     

     

    
      
        
        

      

      
        C-5

        
          

        

      

      
        
        

      

    

    
 

    other
obligations of such Guarantor to the Agent and the Lenders), to be subject to
avoidance under the Avoidance Provisions.  This Section is intended
solely to preserve the rights of the Agent and the Lenders hereunder to the
maximum extent that would not cause the obligations of any Guarantor hereunder
to be subject to avoidance under the Avoidance Provisions, and no Guarantor nor
any other Person shall have any right or claim under this Section as against the
Agent and the Lenders that would not otherwise be available to such Person under
the Avoidance Provisions.

    


    Section
15.  Information.  Each
Guarantor assumes all responsibility for being and keeping itself informed of
the financial condition of the Borrower, of the other Guarantors and of all
other circumstances bearing upon the risk of nonpayment of any of the
Obligations and the nature, scope and extent of the risks that such Guarantor
assumes and incurs hereunder, and agrees that none of the Agent or any Lender
shall have any duty whatsoever to advise any Guarantor of information regarding
such circumstances or risks.

    


    Section
16.  Governing
Law.  THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.

    


    SECTION
17.  JURISDICTION,
VENUE.

    


    (a)           EACH
GUARANTOR AGREES THAT THE FEDERAL DISTRICT COURT OF THE SOUTHERN DISTRICT OF
TEXAS, HOUSTON DIVISION, OR, AT THE OPTION OF THE AGENT, ANY STATE COURT LOCATED
IN HARRIS COUNTY, TEXAS SHALL HAVE NONEXCLUSIVE JURISDICTION TO HEAR AND
DETERMINE ANY CLAIMS OR DISPUTES BETWEEN OR AMONG ANY GUARANTOR, THE AGENT OR
ANY OF THE LENDERS, PERTAINING DIRECTLY OR INDIRECTLY TO THIS GUARANTY OR ANY
OTHER LOAN DOCUMENT OR TO ANY MATTER ARISING HEREFROM OR THEREFROM OR ANY
COLLATERAL. EACH GUARANTOR EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH
JURISDICTION IN ANY ACTION OR PROCEEDING COMMENCED IN SUCH COURTS. THE CHOICE OF
FORUM SET FORTH IN THIS SECTION SHALL NOT BE DEEMED TO PRECLUDE THE BRINGING OF
ANY ACTION BY THE AGENT OR ANY LENDER OR THE ENFORCEMENT BY THE AGENT OR ANY
LENDER IN ANY OTHER APPROPRIATE JURISDICTION.  FURTHER, EACH GUARANTOR
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY
SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

    


    (b)           THE
FOREGOING WAIVERS HAVE BEEN MADE WITH THE ADVICE OF COUNSEL AND WITH A FULL
UNDERSTANDING OF THE LEGAL CONSEQUENCES THEREOF, AND SHALL SURVIVE THE PAYMENT
OF THE OBLIGATIONS AND ALL OTHER AMOUNTS PAYABLE HEREUNDER OR UNDER THE OTHER
LOAN DOCUMENTS AND THE TERMINATION OF THIS GUARANTY.

     

     

    
      
        
        

      

      
        C-6

        
          

        

      

      
        
        

      

    

    
 

    Section
18.  Loan Accounts.  The Agent may maintain books and
accounts setting forth the amounts of principal, interest and other sums paid
and payable with respect to the Obligations, and in the case of any dispute
relating to any of the outstanding amount, payment or receipt of Obligation or
otherwise, the entries in such account shall be binding upon each Guarantor as
to the outstanding amount of such Obligations and the amounts paid and payable
with respect thereto absent manifest error.  The failure of the Agent
to maintain such books and accounts shall not in any way relieve or discharge
any Guarantor of any of its obligations hereunder.

    


    Section
19.  Waiver
of Remedies.  No delay or failure on the part of the Agent or
the Lenders in the exercise of any right or remedy it may have against any
Guarantor hereunder or otherwise shall operate as a waiver thereof, and no
single or partial exercise by the Agent or the Lenders of any such right or
remedy shall preclude other or further exercise thereof or the exercise of any
other such right or remedy.

    


    Section
20.  Successors and
Assigns.  Each reference herein to the Agent or the Lenders
shall be deemed to include such Person’s respective successors and assigns
(including, but not limited to, any holder of the Obligations) in whose favor
the provisions of this Guaranty also shall inure, and each reference herein to
any Guarantor shall be deemed to include the Guarantor’s successors and assigns,
upon whom this Guaranty also shall be binding. The Lenders and the Agent may, in
accordance with the applicable provisions of the Credit Agreement, assign,
transfer or sell any Obligation, or grant or sell participation in any
Obligations, to any Person or entity without the consent of, or notice to, any
Guarantor and without releasing, discharging or modifying such Guarantor’s
obligations hereunder.  Each Guarantor hereby consents to the delivery
by the Agent or any Lender to any assignee, transferee or participant of any
financial or other information regarding the Borrower or any Guarantor. Each
Guarantor may not assign or transfer its obligations hereunder to any
Person.

    


    Section
21.  Amendments.  This
Guaranty may not be amended except as provided in the Credit
Agreement.

    


    Section
22.  Payments.  All
payments made by any Guarantor pursuant to this Guaranty shall be made in
Dollars, in immediately available funds to the Agent at the place and time
provided for in the Credit Agreement on the date one (1) Business Day after
written demand therefor to such Guarantor by the Agent.

    


    SECTION
23.  JOINT
AND SEVERAL OBLIGATIONS.  THE OBLIGATIONS OF THE GUARANTORS
HEREUNDER AND UNDER OTHER LOAN DOCUMENTS SHALL BE JOINT AND SEVERAL, AND
ACCORDINGLY, EACH GUARANTOR (BUT NOT ITS LIMITED PARTNERS, SHAREHOLDERS OR
MEMBERS) CONFIRMS THAT IT (BUT NOT ITS LIMITED PARTNERS, SHAREHOLDERS OR
MEMBERS) IS LIABLE FOR THE FULL AMOUNT OF THE OBLIGATIONS AND ALL OF THE
OBLIGATIONS AND LIABILITIES OF EACH OF THE OTHER GUARANTORS HEREUNDER AND UNDER
OTHER LOAN DOCUMENTS.

     

     

    
      
        
        

      

      
        C-7

        
          

        

      

      
        
        

      

    

    
 

    SECTION
24.  WAIVER OF JURY TRIAL.  THE GUARANTORS HEREBY
ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT
MAY BE WAIVED.  EACH OF THEM, AFTER CONSULTING OR HAVING HAD THE
OPPORTUNITY TO CONSULT, WITH COUNSEL OF THEIR CHOICE, KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY WAIVES ANY RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN ANY
LITIGATION (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) BETWEEN OR AMONG THE
GUARANTORS, THE AGENT AND THE LENDERS ARISING OUT OF OR IN ANY WAY RELATED TO
THIS GUARANTY OR THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED BY
THE LOAN DOCUMENTS OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS (WHETHER ORAL
OR WRITTEN), OR ACTION OF ANY OF THEM.  THIS PROVISION IS A MATERIAL
INDUCEMENT TO LENDERS TO PROVIDE THE FINANCING DESCRIBED IN THE LOAN
DOCUMENTS.

    


    Section
25.  Notices.  All
notices, requests and other communications hereunder shall be in writing and
shall be given as provided in the Loan Agreement.  Each Guarantor’s
address for notice is set forth below its signature hereto.

    


    Section
26.  Severability.  In
case any provision of this Guaranty shall be invalid, illegal or unenforceable
in any jurisdiction, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

    


    Section
27.  Headings.  Section
headings used in this Guaranty are for convenience only and shall not affect the
construction of this Guaranty.

    


    Section
28.  Definitions.  (a)
For the purposes of this Guaranty:

    


    “Proceeding” means
any of the following: (i) a voluntary or involuntary case concerning any
Guarantor shall be commenced under the Bankruptcy Code or any other applicable
bankruptcy laws; (ii) a custodian (as defined in the Bankruptcy Code or any
other applicable bankruptcy laws) is appointed for, or takes charge of, all or
any substantial part of the property of any Guarantor; (iii) any other
proceeding under any applicable law, domestic or foreign, relating to
bankruptcy, insolvency, reorganization, winding-up or composition for adjustment
of debts, whether now or hereafter in effect, is commenced relating to any
Guarantor; (iv) any Guarantor is adjudicated insolvent or bankrupt; (v) any
order of relief or other order approving any such case or proceeding is entered
by a court of competent jurisdiction; (vi) any Guarantor makes a general
assignment for the benefit of creditors; (vii) any Guarantor shall fail to pay,
or shall state that it is unable to pay, or shall be unable to pay, its debts
generally as they become due; (viii) any Guarantor shall call a meeting of
its creditors with a view to arranging a composition or adjustment of its debts;
(ix) any Guarantor shall by any act or failure to act indicate its consent to,
approval of or acquiescence in any of the foregoing; or (x) any corporate action
shall be taken by any Guarantor for the purpose of effecting any of the
foregoing.

    


    (b)           Terms
not otherwise defined herein are used herein with the respective meanings given
them in the Credit Agreement.

     

     

    
      
        
        

      

      
        C-8

        
          

        

      

      
        
        

      

    

    
 

    


    IN
WITNESS WHEREOF, each Guarantor has duly executed and delivered this Guaranty as
of the date and year first written above.

    


    (GUARANTOR)

    


    


    By:        ________________________________________________                                                        

    Name:   ________________________________________________                                                                                                                     

    Title:       

    


    Address
for Notices:

    


    c/o
Weingarten Realty Investors

    ______________________________________________________                                                        

    ______________________________________________________                                                        


     

    Attention:   _____________________________________________                                                                                                                                

     

     

     

    
      
        
        

      

      
        C-9

        
          

        

      

      
        
        

      

    

    
 

    CREDIT
AGREEMENT

    


    EXHIBIT
C-1

    


    LIST OF
GUARANTORS

    


    


    Brookwood
Square Holdings, LLC, a Delaware limited liability company

    Decatur
215, LLC, a Delaware limited liability company

    Parliament
Square Center, Inc., a Texas corporation

    Rancho
San Marcos Holdings, LLC, a Delaware limited liability company

    Weingarten
Golden State, Inc., a Delaware corporation

    Weingarten/Investments,
Inc., a Texas corporation

    Weingarten/Lufkin,
Inc., a Texas corporation

    Weingarten
Nostat, Inc., a Texas corporation

    Weingarten
Realty Management Company, a Texas corporation

    Wirt Road
Realty, LLC, a Texas limited liability company

    WNI/Tennessee
Holdings, Inc., a Delaware corporation

    WNI/Tennessee,
L.P., a Delaware limited partnership

    WRI/7080
Express Lane, Inc., a Texas corporation

    WRI/Atlanta
Park-3658, LP, a Delaware limited partnership

    WRI/Louisiana
Holdings, Inc., a Delaware corporation

    WRI/Pitman
Corners, Inc., a Texas corporation

    WRI/Post
Oak, Inc., a Texas corporation

    WRI
Ridgeway, LLC, a Delaware limited liability company

    WRI
Strom, LP, a Delaware limited partnership

    WRI/TEXLA,
LLC, a Louisiana limited liability company

    WRI
Uintah Holdings, LLC, a Delaware limited liability company

    WRI
Westgate Industrial Holdings, LLC, a Texas limited liability
company

    


    


     

     

    
      
        
        

      

      
        C-1-1

        
          

        

      

      
        
        

      

    

    
 

    CREDIT
AGREEMENT

    


    EXHIBIT
D

    


    


    FORM OF
NOTE

    [Competitive
Note]

    [Revolving
Note]

     

     

    

      
        	
                $_________________________

              	
                _______________,
      2010

              


      



    FOR VALUE RECEIVED, WEINGARTEN REALTY
INVESTORS, a Texas real estate investment trust (“Maker”) promises to
pay without offset or counterclaim to the order of [insert name of Lender],
(“Payee”), the principal amount equal to the lesser of
(x) __________________________ ($_____________) or (y) the outstanding
amount advanced by Payee as a [Revolving Loan] [Competitive Loan] under the
Credit Agreement (as hereinafter defined), payable in accordance with the terms
of the Credit Agreement.

    


    Maker
also promises to pay interest on the unpaid principal amount of this Note (this
“Note”) at the rates and at the times which shall be determined in accordance
with the provisions of that certain Amended and Restated Credit Agreement dated
of even date herewith, among Maker, the Lenders named therein, and JPMorgan
Chase Bank, N.A., as Administrative Agent for itself and the Lenders (as
hereafter amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”).  Capitalized terms used herein without definition
shall have the meanings set forth in the Credit Agreement.

    


    Amounts
borrowed may be repaid and reborrowed at any time prior to the termination of
the Availability Period.  Except as otherwise provided in the Credit
Agreement, no Lender shall have any obligation to make a Loan to the extent such
Loan would cause the sum of the total Revolving Credit Exposures plus the
aggregate principal amount outstanding of Competitive Loans  to exceed
the total Commitments.

    


    This Note
is subject to mandatory prepayment and prepayment at the option of the Maker, as
provided in the Credit Agreement.

    


    This Note
is issued pursuant to the Credit Agreement and is entitled to the benefits of
the Credit Agreement, reference to which is hereby made for a more complete
statement of the terms and conditions under which the Loan evidenced hereby is
made and is to be repaid.

    


    THE
CREDIT AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.

     

     

    
      
        
        

      

      
        D-1

        
          

        

      

      
        
        

      

    

    
 

    Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit
Agreement.

    


    Maker
promises to pay all fees, costs and expenses incurred in the collection and
enforcement of this Note in accordance with the terms of the Credit
Agreement.  Maker and any endorser of this Note hereby consents to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind (except such notices as may be expressly required under the Credit
Agreement or the other Loan Documents) and, to the full extent permitted by law,
the right to plead any statute of limitations as a defense to any demand
hereunder.

    


    Whenever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note.

    


    With
respect to the incurrence of certain liabilities hereunder and the making of
certain agreements by Maker as herein stated, such incurrence of liabilities and
such agreements shall be binding upon Maker only as a trust formed under the
Texas Real Estate Investment Trust Act pursuant to that certain Restated
Declaration of Trust dated March 23, 1988 (as amended from time to time), and
only upon the assets of such Maker.  No Trust Manager or officer or
holder of any beneficial interest in Maker shall have any personal liability for
the payment of any indebtedness or other liabilities incurred by Maker hereunder
or for the performance of any agreements made by Maker hereunder, nor for any
other act, omission or obligation incurred by Maker or the Trust Managers
except, in the case of a Trust Manager, any liability arising from his own
willful misfeasance or malfeasance or gross negligence.

    


    IN
WITNESS WHEREOF, Maker has caused this Note to be executed and delivered by its
duly authorized officer, as of the day and year first written
above.

    


    
       

      
        	
                WEINGARTEN
      REALTY INVESTORS

                 

                 

              
	 	 
	
                By:
      

              	 
	 	Name 
	 	Title 
	 	 


      

      



    

     

     

     

    
      
        
        

      

      
        D-2

        
          

        

      

      
        
        

      

    

    
 

    CREDIT
AGREEMENT

    


    EXHIBIT
D-1

    


    


    FORM OF SWINGLINE
NOTE

    


     

    

      
        	
                $50,000,000.00

              	
                _______________,
      2010

              


      



    FOR VALUE RECEIVED, WEINGARTEN REALTY
INVESTORS, a Texas real estate investment trust (“Maker”) promises to
pay without offset or counterclaim to the order of JPMORGAN CHASE BANK, N.A.
(“Payee”), the principal amount equal to the lesser of (x) Fifty Million
Dollars ($50,000,000.00) or (y) the outstanding amount advanced by Payee as a
Swingline Loan under the Credit Agreement (as hereinafter defined), payable in
accordance with the terms of the Credit Agreement.

    


    Maker
also promises to pay interest on the unpaid principal amount of this Note (this
“Note”) at the rates and at the times which shall be determined in accordance
with the provisions of that certain Amended and Restated Credit Agreement dated
of even date herewith, among Maker, the Lenders named therein, and JPMorgan
Chase Bank, N.A., as Administrative Agent for itself and the Lenders (as
hereafter amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”).  Capitalized terms used herein without definition
shall have the meanings set forth in the Credit Agreement.

    


    Amounts
borrowed may be repaid and reborrowed at any time prior to the termination of
the Availability Period.  Except as otherwise provided in the Credit
Agreement, no Lender shall have any obligation to make a Loan to the extent such
Loan would cause the sum of the total Revolving Credit Exposures plus the
aggregate principal amount outstanding of Competitive Loans  to exceed
the total Commitments.

    


    This Note
is subject to mandatory prepayment and prepayment at the option of the Maker, as
provided in the Credit Agreement.

    


    This Note
is issued pursuant to the Credit Agreement and is entitled to the benefits of
the Credit Agreement, reference to which is hereby made for a more complete
statement of the terms and conditions under which the Loan evidenced hereby is
made and is to be repaid.

    


    THE
CREDIT AGREEMENT AND THIS NOTE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND
ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF TEXAS, WITHOUT
REGARD TO CONFLICTS OF LAWS PRINCIPLES.

    
 

     

    
      
        
        

      

      
        D-1-1

        
          

        

      

      
        
        

      

    

    
 

    Upon the
occurrence of an Event of Default, the unpaid balance of the principal amount of
this Note may become, or may be declared to be, due and payable in the manner,
upon the conditions and with the effect provided in the Credit
Agreement.

    


    Maker
promises to pay all fees, costs and expenses incurred in the collection and
enforcement of this Note in accordance with the terms of the Credit
Agreement.  Maker and any endorser of this Note hereby consents to
renewals and extensions of time at or after the maturity hereof, without notice,
and hereby waive diligence, presentment, protest, demand and notice of every
kind (except such notices as may be expressly required under the Credit
Agreement or the other Loan Documents) and, to the full extent permitted by law,
the right to plead any statute of limitations as a defense to any demand
hereunder.

    


    Whenever
possible, each provision of this Note shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Note
shall be prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
Note.

    


    With
respect to the incurrence of certain liabilities hereunder and the making of
certain agreements by Maker as herein stated, such incurrence of liabilities and
such agreements shall be binding upon Maker only as a trust formed under the
Texas Real Estate Investment Trust Act pursuant to that certain Restated
Declaration of Trust dated March 23, 1988 (as amended from time to time), and
only upon the assets of such Maker.  No Trust Manager or officer or
holder of any beneficial interest in Maker shall have any personal liability for
the payment of any indebtedness or other liabilities incurred by Maker hereunder
or for the performance of any agreements made by Maker hereunder, nor for any
other act, omission or obligation incurred by Maker or the Trust Managers
except, in the case of a Trust Manager, any liability arising from his own
willful misfeasance or malfeasance or gross negligence.

    


    IN
WITNESS WHEREOF, Maker has caused this Note to be executed and delivered by its
duly authorized officer, as of the day and year first written
above.

    


    
       

      
        	
                WEINGARTEN
      REALTY INVESTORS

                 

                 

              
	 	 
	
                By:
      

              	 
	 	Name 
	 	Title 
	 	 


      

      



    

     

    
      
        
        

      

      
        D-1-2

        
          

        

      

      
        
        

      

    

    
 

    CREDIT
AGREEMENT

    


    EXHIBIT
E

    


    [FORM OF] BORROWING
REQUEST/INTEREST ELECTION REQUEST

    


    [Date]

    


    JPMorgan
Chase Bank, N.A.,

    as
Administrative Agent

    712 Main
Street

    Houston,
Texas  77002

    


    Attn:  Manager,
Real Estate Group

    


    Re:         
Weingarten Realty Investors

    Borrowing
Request

    


    Dear
Ladies and Gentlemen:

    


    This
Borrowing Request is made with reference to that certain Amended and Restated
Credit Agreement dated as of ________________, 2010 (as amended, supplemented or
otherwise modified from time to time, the “Credit Agreement”), among Weingarten
Realty Investors (the “Borrower”), the financial institutions party thereto, as
lenders, and JPMorgan Chase Bank, N.A., as Administrative Agent.  All
capitalized terms used in this Borrowing Request (including any attachments
hereto) and not otherwise defined in this Borrowing Request shall have the
meanings set forth for such terms in the Credit Agreement.  All
Section references herein shall refer to the Credit Agreement.

    


    The
Borrower hereby requests [check as applicable] □ a conversion of an existing
Loan as provided below and/or □ an advance under the Credit Agreement, in the
amount of $____________ [minimum of $5,000,000.00 and in multiples of
$1,000,000.00].

    


    
      	 	1.	 	
              Aggregate
      Commitment

            	 	$	500,000,000.00	 
	 	 	 	 
      	 	 	 	 
	 	2.	 	
              The
      amount outstanding under the Revolving
      Loans

            	 	
              $_____________

            	 
	 	 	 	 
      	 	 	 	 
	 	 	 	
            	 	 	 	 
	 	3.	 	
              
                The
      amount outstanding under Competitive Loans

              

            	 	
              $_____________

            	 
	 	 	 	 
      	 	 	 	 
	 	4.	 	
              LC
      Exposure

            	 	
              $_____________

            	 
	 	 	 	 
      	 	 	 	 
	 	5.	 	
              The
      amount outstanding under Swingline Loans

            	 	
              $_____________

            	 
	 	 	 	 
      	 	 	 	 
	 	6.	 	
              Available
      amount (1- 2- 3- 4-5)

            	 	
              $_____________

            	 


    

     

     

    
      
        
        

      

      
        E-1

        
          

        

      

      
        
        

      

    

    
 

    


    
      	 	7.	 	
              Less
      amount requested

            	
              ($____________)

            
	 	 	 	 
      	 
      
	 	8.	 	
              Amount
      remaining to be advanced

            	
              $____________

            
	 	 	 	 
      	 
      
	 	9.	 	
              Account
      for funding:

            	 
      


    

    


    


    


    The
advance or conversion is to be made as follows:

    


    A.           ABR
Borrowing.

    


    
      	 	1.	 	
              Amount
      of ABR Borrowing:

            	
              $_____________

            
	 	 	 	 
      	 
      
	 	2.	 	
              Date
      of ABR Borrowing

            	
              _____________

            


    

    


    B.           Eurodollar
Borrowing:

    


    
      	 	1.	 	
              Amount
      of Eurodollar Borrowing:

            	
              $_____________

            
	 	 	 	 
      	 
      
	 	2.	 	
              Amount
      of conversion of existing Loan to Eurodollar Borrowing:

            	
              $_____________

            
	 	 	 	 
      	 
      
	 	3.	 	
              Number
      of Eurodollar Borrowing(s) now in effect:  [cannot exceed eight
      (8) including Competitive Borrowings]

            	
              _____________

            
	 	 	 	 
      	 
      
	 	4.	 	
              Date
      of Eurodollar Rate Borrowing or conversion:

            	
              _____________

            
	 	 	 	 
      	 
      
	 	5.	 	
              Interest
      Period:

            	
              _____________

            
	 	 	 	 
      	 
      
	 	6.	 	
              Expiration
      date of current Interest Period as to this conversion:

            	
              _____________

            


    

     

    
      C.           Swingline Loan:


      


      
        	 	1.	 	
                Amount
      of Swingline Loan

              	
                $_____________

              
	 	 	 	 
      	 
      
	 	2.	 	
                Date
      of Swingline Loan

              	
                _________,
      20__

              


      

      


    

     

     

    
      
        
        

      

      
        E-2

        
          

        

      

      
        
        

      

    

     

    
 

    The
Borrower hereby represents and warrants that the amounts set forth above are
true and correct, that the amount above requested has actually been incurred,
that the representations and warranties contained in the Credit Agreement are
true and correct as if made as of this date (except to the extent relating to a
specific date), and that the Borrower has kept, observed, performed and
fulfilled each and every one of its obligations under the Credit Agreement as of
the date hereof [except as follows: _______________]

     

    

      Very
truly yours,

    

    
       

      
        	
                WEINGARTEN
      REALTY INVESTORS

                 

                 

              
	 	 
	
                By:
      

              	 
	 	Name 
	 	Title 
	 	 


      

      

 

    

     

     

    
      
        
        

      

      
        E-3

        
          

        

      

      
        
        

      

    

    
 

    CREDIT
AGREEMENT

    


    EXHIBIT
F

    


    [FORM OF] COMPETITIVE BID
REQUEST

    


    [Date]

    


    JPMorgan
Chase Bank, N.A.,

    as
Administrative Agent

    712 Main
Street

    Houston,
Texas  77002

    


    Attn:  Manager,
Real Estate Group

    


    Re:          Weingarten
Realty Investors

    Competitive
Bid Request

    


    Dear
Ladies and Gentlemen:

    


    This
Competitive Bid Request is made with reference to that certain Amended and
Restated Credit Agreement dated as of ________________, 2010 (as amended,
supplemented or otherwise modified from time to time, the “Credit Agreement”),
among Weingarten Realty Investors (the “Borrower”), the financial institutions
party thereto, as lenders, and JPMorgan Chase Bank, N.A., as Administrative
Agent.  All capitalized terms used in this Competitive Bid Request
(including any attachments hereto) and not otherwise defined in this Competitive
Bid Request shall have the meanings set forth for such terms in the Credit
Agreement.  All Section references herein shall refer to the Credit
Agreement.

    


    The
Borrower hereby requests Competitive Bids pursuant to Section 2.04 of the Credit
Agreement, in the amount of $____________ [minimum of $5,000,000.00 and in
multiples of $1,000,000.00].

    


    
      	 	1.	 	
              Aggregate
      Commitment

            	 	$	500,000,000.00	 
	 	 	 	 
      	 
      	 	 	 	 
	 	2.	 	
              The
      amount outstanding under the Revolving Loans and the Swingline
      Loans

            	 	
              $_____________

            	 
	 	 	 	 
      	 
      	 	 	 	 
	 	3.	 	
              (i)

            	
              The
      amount outstanding under Competitive Loans*

            	 	
              $_____________

            	 
	 	 	 	
              (ii)

            	
              The
      amount of Competitive Loans to be paid off prior to the funding of the
      Competitive Loan requested herein

            	 	
              $_____________

            	 
	 	 	 	
              (iii)

            	
              3(i)
      - 3(ii)

            	 	
              $_____________

            	 
	 	 	 	 
      	 
      	 	 	 	 
	 	4.	 	
              LC
      Exposure

            	 	
              $_____________

            	 


    

     

     

    
      
        
        

      

      
        F-1

        
          

        

      

      
        
        

      

    

    
 

    


    
      	 	5.	 	
              Available
      amount (1-2-3(iii)-4)

            	
              $_____________

            
	 	 	 	 
      	 
      
	 	6.	 	
              Less
      amount requested*

            	
              ($____________)

            
	 	 	 	 
      	 
      
	 	7.	 	
              Amount
      remaining to be advanced

            	
              $_____________

            
	 	 	 	 
      	 
      
	 	8.	 	
              Account
      for funding:

            	 
      


    

    


    


    The Competitive Bids should offer a
[Fixed Rate] [Margin on a LIBO Rate]

    


    
      	
              Amount
      of Borrowing:

            	$_____________
	
              Date
      of Borrowing:

            	
              _________,
      20__

            
	
              Interest
      Period**

            	 


    

    


    The
Borrower hereby represents and warrants that the representations and warranties
contained in the Credit Agreement are true and correct as if made as of this
date (except to the extent relating to a specific date), and that the Borrower
has kept, observed, performed and fulfilled each and every one of its
obligations under the Credit Agreement as of the date hereof [except as follows:
_______________]

    


    


    
      

        Very
truly yours,

      

      
         

        
          	
                  WEINGARTEN
      REALTY INVESTORS

                   

                   

                
	 	 
	
                  By:
      

                	 
	 	Name 
	 	Title 
	 	 


        

        


      

    

     

    
      	
              *

            	
              The
      sum of items 3(iii) and 6 cannot exceed 50% of item
  1.

            


    

     

    
      	
              **

            	
              No
      more than eight (8) Eurodollar Borrowings (including Revolving Loans and
      Competitive Loans) can be in effect at one
time.

            


    

    
 

    F-2